SCHEDULE 2 - Meetings Of BoardSCHEDULE 2 - Meetings Of Board

# SCHEDULE 2 - Meetings Of Board SCHEDULE 2 - Meetings Of Board [Section 8(4)](#GS8@Gs4@EN) > **1.   **Convening of meetings**** > > > > (1) Subject to [subclause (2)](#JS2@GC1@Gc2@EN) , meetings of the Board are to be held at the times and places the Board determines. > > > > > (2) The chairperson, after giving each director reasonable notice – > > > > > > > > (a) may convene a meeting at any time; and > > > > > > > > > (b) must convene a meeting if 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 has been given, by – > > > > > > > > (a) 2 or more other directors; or > > > > > > > > > (b) a person authorised by the Board to do so. > > > > > (4) What constitutes reasonable notice is to be determined by the Board. > **2.   **Presiding at meetings**** > > > > (1) The chairperson is to 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 is to preside. > **3.   **Quorum and voting at meetings**** > > > > (1) A quorum at any duly convened meeting of the Board is half the number of directors of the Board. > > > > > (2) At a meeting of the Board – > > > > > > > > (a) the person 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 > > > > > > > > > > > > > (ii) in the negative if there is an equality of votes. > **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 meeting by – > > > > > > > > (a) telephone; or > > > > > > > > > (b) television conference; or > > > > > > > > > (c) any other means of communication the Board approves. > > > > > (3) A director who participates in a meeting under a permission granted under [subclause (2)](#JS2@GC4@Gc2@EN) is taken to be present at the meeting. > > > > > (4) The Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter. > **5.   **Minutes**** > > > The Board must keep minutes of its proceedings. > **6.   **Disclosure of interests**** > > > > (1) A director must disclose to the Board any direct or indirect pecuniary interest in a matter that – > > > > > > > > (a) is being considered, or is about to be considered, by the Board; and > > > > > > > > > (b) may conflict with the proper performance of the director's duties in relation to consideration of the matter. > > > > > > Penalty:  Fine not exceeding 10 penalty units or a term of imprisonment not exceeding 3 months, or both. > > > > > (2) A disclosure under [subclause (1)](#JS2@GC6@Gc1@EN) is to be recorded in the minutes of the meeting. > > > > > (3) Unless the Board otherwise determines, a director must not – > > > > > > > > (a) be present during any deliberation of the Board in relation to the matter; or > > > > > > > > > (b) take part in any decision of the Board in relation to the matter. > > > > > (4) In making a determination under [subclause (3)](#JS2@GC6@Gc3@EN) , the director to whom the determination relates must not – > > > > > > > > (a) be present during any deliberation of the Board for the purpose of making the determination; or > > > > > > > > > (b) take part in making the determination. > > > > > (5) [Subclause (1)](#JS2@GC6@Gc1@EN) does not apply – > > > > > > > > (a) in respect of a contract for any goods or services supplied by the Authority if the goods or services are ordinarily supplied by the Authority on the same terms as to other persons in the same situation; or > > > > > > > > > (b) [*\[Schedule 2 Amended by No. 86 of 2000, Sched. 1, Applied:01 May 2001\]*](/view/html/inforce/2001-05-01/act-2000-086#JS1@Ja97@GC3@EN) in respect of an interest that arises only because the director also is a State Service officer or State Service employee.