SCHEDULE 6 - Meetings of Board SCHEDULE 6 - Meetings of Board

Section 11

1.   Convening of meetings

(1) Subject to subclause (2) , meetings of a Board are to be held at the times and places determined by the Board.

(2) A chairperson, after giving each director reasonable notice of a meeting –

(a) may convene a meeting at any time; and

(b) must convene a meeting when requested to do so by 2 or more other directors.

(3) If a chairperson is absent from duty or otherwise unable to perform the duties of the office, a meeting may be convened, after reasonable notice of the meeting has been given of the meeting, by –

(a) 2 or more other directors; or

(b) a person authorised by the Board to do so.

(4) For the purposes of subclauses (2) and (3) , what constitutes reasonable notice is to be determined by the Board.

2.   Presiding at meetings

(1) A chairperson must preside at all meetings of the Board at which he or she is present.

(2) If the chairperson is not present at a meeting of a Board, a director chosen by the directors present at the meeting must preside.

3.   Quorum and voting at meetings

(1) At a meeting of a Board, a quorum is constituted by a majority of the total number of directors appointed.

(2) At a meeting of a Board –

(a) the director presiding has a deliberative vote only; and

(b) a question is decided –

(i) by a majority of votes of the directors present and voting; or