Common use of Subject to Article 12 Clause in Contracts

Subject to Article 12. 2 (a), (a) the members of a directors’ committee may meet and adjourn as they think proper, (b) a directors’ committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting, (c) a majority of the members of a directors’ committee constitutes a quorum of the committee, and (d) questions arising at any meeting of a directors’ committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.