SCHEDULE 3 - Meetings of the B SCHEDULE 3 - Meetings of the Board

Section 8

1.   Convening of meetings

(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 –

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

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

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, the deputy chairperson must preside.

(3) If the chairperson or deputy chairperson is not present at a meeting, a director chosen by the directors present at the meeting must preside.

3.   Quorum and voting at meetings

(1) Four directors constitute a quorum at any meeting of the Board.

(2) A question arising at a meeting of the Board is to be decided by a majority of votes of the directors present and voting.

(3) At a meeting of the Board where a director has an interest in a matter being considered and is excluded from being present and taking part in the considerationand decision of the Board in relation to the matter, 3 directors may constitute a quorum for the purposes of considering and making a decision in relation to that matter.

(4) At a meeting of the Board, if there is an equality of the votes of the directors present and voting on a question, the question is deferred to the next meeting of the Board.

(5) At a meeting of the Board, if there is an equality of the votes of the directors present and voting on a question that had been deferred under subclause (4) at a previous meeting of the Board, the chairperson or director presiding has a casting vote.