(1) Subject to subclause (2) , meetings of the Board are to be held at the times and places determined by the Board.
(2) The chairperson, after giving each other 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 the 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) The 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 the Board, a director chosen by the directors present at the meeting must preside.
3. Quorum and voting at meetings
(1) At a meeting of the Board, a quorum is constituted by a majority of the total number of directors appointed.
(2) At a meeting of the Board –
(a) the director presiding has a deliberative vote only; and
(b) a question is decided –
Part SCHEDULE 2 - Meetings of Board - Macquarie Point Development Corporation Act 2012 - SCHEDULE 2 - Meetings of Board | Zoe
(i) by a majority of votes of the directors present and voting; or
(ii) in the negative if there is an equality of votes of the directors present and voting.
(3) At a meeting of the Board where a director is excluded from being present and taking part in the consideration and decision of the Board in relation to the matter, a quorum for the purposes of considering and making a decision in relation to that matter is constituted by the number of directors specified as constituting a quorum in subclause (1) less the number of directors so excluded.
4. Conduct of meetings
(1) Subject to this Act, the Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.
(2) The Board may permit directors to participate in a particular meeting or all meetings by –
(a) telephone; or
(b) video conference; or
(c) any other means of electronic communication approved by the Board.
(3) A director who participates in a meeting under a permission granted under subclause (2) is taken to be present at the meeting.
(4) Without limiting subclause (1) , the Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter.
5. Resolutions without meetings
(1) If all directors appointed sign a document containing a statement that they are in favour of a resolution in the terms set out in the document, a resolution in those terms is taken to have been passed at a meeting of the Board held on the day on which the document is signed or, if the directors do not sign it on the same day, on the day on which the last of the directors signs the document.
(2) If a resolution is taken to have been passed under subclause (1) , each director is to be –
(a) advised immediately of the matter; and
(b) given a copy of the terms of the resolution.
(3) For the purposes of subclause (1) , 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, is taken to constitute one document.