Proceedings of the Board. (1) The procedure for convening meetings of the Board and the conduct of business at those meetings shall, subject to this Act, be as determined by the Board.
(2) A quorum for a meeting of the Board is 4 members.
(3) The first meeting of the Board shall be convened by the chairperson.
Proceedings of the Board. 4.1 The Board shall hold an ordinary meeting at least once in every three months.
4.2 If a special meeting is called, it must be called by the Chief Executive Officer on the request of the Chairperson or three members of the Board.
4.3 The Board shall elect a member to be Chairperson and a member to be Deputy Chairperson of the Board and they shall hold office for twelve months, unless they go out of office earlier in accordance with Clause 3.3 of this Agreement.
4.4 a. The election for the Chairperson and Deputy Chairperson of the Board shall be held by the Board at its first meeting after the general election of councillors for a Council and will be for a period of one year.
Proceedings of the Board. 29.1 The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.
29.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing to the business conducted at the meeting.
29.3 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2) persons. Any Director who ceases to be a Director at a meeting of the Board may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting if no other Director objects and if otherwise a quorum of Directors would not be present.
29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present.
29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all meetings of the Board. Bye-laws of Platinum Underwriters Holdings Ltd. 23 of 33
29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.
29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the meeting, or is no...
Proceedings of the Board. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.
Proceedings of the Board. 4.1 The Board shall hold an ordinary meeting at least once in every three months.
4.2 If a special meeting is called, it must be called by the CEO on the request of the Chairperson or any four members of the Board.
4.3 The Chairperson shall be the person elected as such by the Board.
4.4 The Deputy Chairperson shall be the person elected as such by the Board.
4.5 The Chairperson and the Deputy Chairperson shall hold office for a period of not more than twelve months or such period of time as determined by the Board unless they go out of office earlier in accordance with clause 3.3 of this Agreement.
4.6 The Chairperson or, in the absence of the Chairperson, the Deputy Chairperson, shall preside at meetings of the Board.
4.7 In the absence of the Chairperson and Deputy Chairperson from a Board meeting, the remaining members of the Board may elect one of their number to preside at that meeting.
4.8 Notice of motion to recommend amendment of this Agreement and notice of motion for the adoption or amendment of Local Laws by the Board shall be given in writing to the Councils at least one month before the meeting of the Board at which the motion is to be discussed.
4.9 Each Council agrees to indemnify the Regional Library in respect of any liability incurred as a consequence of the operation of section 76 of the Act in relation to each of its or their appointed members.
Proceedings of the Board. The provisions of schedule 3 of the Companies Act shall govern proceedings of the Board to the extent that any matter relating to Board meetings is not addressed by the Shareholders' Agreement.
Proceedings of the Board. The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.
Proceedings of the Board. Section 17.1 Meetings of the Board 26 Section 17.2 Voting at Meetings 26 Section 17.3 Chair of Meetings 26 Section 17.4 Meetings by Telephone or Other Communications Medium 26 Section 17.5 Calling of Meetings 27 Section 17.6 Notice of Meetings 27 Section 17.7 When Notice Not Required 27 Section 17.8 Meeting Valid Despite Failure to Give Notice 27 Section 17.9 Waiver of Notice of Meetings 27 Section 17.10 Quorum 27 Section 17.11 Validity of Acts Where Appointment Defective 27 Section 17.12 Consent Resolutions in Writing 28
Proceedings of the Board. Transact any business at any meeting of the Board (or committee of the Board) save for that specified in the agenda referred to in clause 4.4. Increase the maximum number of directors permitted pursuant to the Articles.25 [Vary the frequency of Board meetings set out in clause 4.3.] Engage any broker, advisor (including financial, accounting, auditing or legal), investment bank or similar party to provide any services for a Sale or IPO. Establish or approve the terms of reference for any [remuneration] [audit] [other]26 committee established by the Board from time to time.
Proceedings of the Board. (1) The Board shall hold at least two (2) meetings a year at the registered place, principal business address or other places agreed by the Board and a 15-day prior meeting notice shall be sent to all the Directors.
(2) The quorum of the Board meeting shall be no less than 1/2 Directors. A Director may attend the Board meeting in person or by proxy with a power of attorney. Failure by a director to attend the meeting in person or by proxy without good cause shall be deemed to mean that he/she has attended the meeting and waived his/her voting right.
(3) An interim meeting shall be called by the Chairman upon a written proposal made by more than 1/3 of the Directors indicating the matters to be discussed within thirty (30) days upon receipt of such proposal. The Chairman shall determine the time and place of such interim meetings. When the Chairman is unable to fulfill his/her responsibilities, the Vice Chairman shall act instead. When the Vice Chairman is unable fulfill his/her responsibilities, a Director selected by the other Directors shall act instead.
(4) The Chairman shall list the meeting agenda and call and preside over the Board meeting and a written notice setting forth the date, time, place and matters to be discussed shall be circulated to the Directors at least twenty (20) days in advance, provided that such requirement may be waived under urgent circumstances upon the consent of all the Directors of the JVCO.
