14. PROCEEDINGS OF THE BOARD

14.1 Frequency

The Board shall meet at least four (4) times each year at such places and such times as the Board may determine.

14.2 Calling Board meetings

Meetings of the Board may be convened by any Director.

14.3 Notice

Written notice of each meeting of the Board shall be served on each Director at least seven (7) Business Days before the meeting by:

(a) delivering it to them personally; or

(b) sending it by electronic transmission to an email address nominated by the Director.

14.4 Quorum

(a) 50% of Directors (personally present or participating by telephonic or electronic media) constitute a quorum for the business of a meeting of the Board.

(b) No business shall be transacted at a Board meeting unless a quorum is present and if, within thirty (30) minutes of the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

14.5 Chair

(a) The Chairperson must (if present within fifteen (15) minutes after the time appointed for the holding of the meeting and willing to act) chair each meeting of Directors.

(b) The Directors present must elect one of themselves to chair all or part of the meeting of Directors if:

(i) there is no Chairperson;

(ii) the Chairperson is not present within fifteen (15) minutes after the time appointed for the holding of a meeting of Directors; or

(iii) the Chairperson is present within that time but is not willing to chair all or part of that meeting.

14.6 Voting at Board meetings

(a) Questions arising at a meeting of the Board or of any working group appointed by the Board shall be determined on a show of hands or, if demanded by a Director, by a poll taken in such a manner as the person presiding at the meeting may determine.

(b) Each Director present at a meeting of the Board (including the person presiding at the meeting) is entitled to one (1) vote and, in the event of an equality of votes on any question, the Chairperson shall have a second or casting vote.

14.7 Circulating resolutions

(a) Where a Board meeting is not physically held, either:

(i) a resolution in writing signed by all Directors for the time being entitled to receive notice of a meeting thereof; or

(ii) a resolution approved by all Directors for the time being entitled to receive notice of a meeting thereof circulated by email (and approved by email without the need for signatures),

will be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.

(b) Any such resolution may consist of several documents in like form each signed by one or more Directors.

(c) Agreement by email or electronic copies of scanned originals of signed copies will be sufficient evidence of a signed assent by Directors.

14.8 Validity of acts of Directors

If it is afterwards discovered that there was some defect in the election or appointment of a person to be an officer or a Director by the Board, or to act in that capacity, or that a person so elected or appointed was disqualified, all acts done by that person are valid as if the person had been duly elected or appointed and was qualified to act in that capacity.

14.9 Use of Technology

A Meeting of Directors may be called or held using any Technology that provides contemporaneous linking together by an instantaneous communication device.