(1) If the board
consists of five members or less, a quorum of the board consists of three
members.
(2) If the board
consists of six or seven members, a quorum of the board consists of four
members.
(3) One of the
directors will be appointed by the Minister to preside at meetings of
the board and that director will preside at each meeting of the board at which
he or she is present.
(4) If the presiding
director is absent from a meeting of the board, a director chosen by the
directors present at the meeting will preside at the meeting.
(5) A decision carried
by a majority of the votes cast by directors at a meeting is a decision of
the board.
(6) Each director
present at a meeting of the board has one vote on any question arising for
decision and, if the votes are equal, the director presiding at the meeting
may exercise a casting vote.
(7) A conference by
telephone or other electronic means between directors will, for the purposes
of this section, be taken to be a meeting of the board at which the
participating directors are present if—
(a)
notice of the conference is given to all directors in the manner determined by
the board for that purpose; and
(b) each
participating director is capable of communicating with every other
participating director during the conference.
(8) A proposed
resolution of the board becomes a valid decision of the board despite the fact
that it is not voted on at a meeting of the board if—
(a)
notice of the proposed resolution is given to all directors in accordance with
procedures determined by the board; and
(b) a
majority of the directors express their concurrence in the proposed resolution
by letter, telex, facsimile transmission or other written communication
setting out the terms of the resolution.
(9) The board must
cause accurate minutes to be kept of its proceedings.
(10) Subject to this
Act, the board may determine its own procedures.