sec.477Conduct of proceedings

### sec.477 Conduct of proceedings The chairperson presides at all meetings of the board at which the chairperson is present. If the chairperson is absent, the director chosen by the directors present presides. At a meeting of the board— a quorum is at least half the directors appointed; and a question is decided by a majority of the votes of the directors present and voting; and each director present has a vote on each question to be decided and, if the votes are equal, the director presiding has a casting vote. The board may otherwise conduct its proceedings (including its meetings) as it considers appropriate. The board may hold meetings, or permit directors to take part in meetings, by telephone, closed-circuit television or another form of communication. A director who takes part in a meeting of the board under subsection (5) is taken to be present at the meeting. A resolution is a valid resolution of the board, even though it is not passed at a meeting of the board, if— at least half the directors give written agreement to the resolution; and notice of the resolution is given under procedures approved by the board. (sec.477-ssec.1) The chairperson presides at all meetings of the board at which the chairperson is present. (sec.477-ssec.2) If the chairperson is absent, the director chosen by the directors present presides. (sec.477-ssec.3) At a meeting of the board— a quorum is at least half the directors appointed; and a question is decided by a majority of the votes of the directors present and voting; and each director present has a vote on each question to be decided and, if the votes are equal, the director presiding has a casting vote. (sec.477-ssec.4) The board may otherwise conduct its proceedings (including its meetings) as it considers appropriate. (sec.477-ssec.5) The board may hold meetings, or permit directors to take part in meetings, by telephone, closed-circuit television or another form of communication. (sec.477-ssec.6) A director who takes part in a meeting of the board under subsection (5) is taken to be present at the meeting. (sec.477-ssec.7) A resolution is a valid resolution of the board, even though it is not passed at a meeting of the board, if— at least half the directors give written agreement to the resolution; and notice of the resolution is given under procedures approved by the board. - (a) a quorum is at least half the directors appointed; and - (b) a question is decided by a majority of the votes of the directors present and voting; and - (c) each director present has a vote on each question to be decided and, if the votes are equal, the director presiding has a casting vote. - (a) at least half the directors give written agreement to the resolution; and - (b) notice of the resolution is given under procedures approved by the board.