Document ID: chunk:federal_register_of_legislation:C2004A03719:body:0:p5
Version: federal_register_of_legislation:C2004A03719
Segment Type: other
Provision Reference: 
Character Range: 11000–13628

a meeting, the directors present shall appoint one of their number to preside.
"(5) At a meeting of the Board:
     (a) subject to subsection (6), the required minimum number of directors constitute a quorum;
     (b) a question shall be decided by a majority of the votes of the directors present and voting; and
     (c) the director presiding has a deliberative vote and, in the event of an equality of votes, also has a casting vote.
"(6) Where, because of subsection 29 (2), a director is not present at a meeting of the Board during a deliberation of the Board in relation to a matter, but there would be a quorum if the director were present, the remaining directors present constitute a quorum for the purpose of any deliberation or decision of the Board at the meeting in relation to the matter.
"(7) Where at least the required minimum number of directors sign a document containing a statement that they are in favour of a resolution in terms set out in the document, a resolution in those terms shall be 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 director signs the document.
"(8) Where a resolution is, under subsection (7), taken to have been passed at a meeting of the Board, each director shall immediately be advised of the matter and given a copy of the terms of the resolution.

"(9) For the purposes of subsection (7), 2 or more separate documents containing a statement in identical terms, each of which is signed by one or more directors, shall be taken to constitute one document.
"(10) The Board may, subject to this section and section 29, regulate its proceedings as it considers appropriate.
"(11) Without limiting subsection (10), the Board may permit directors to participate in a particular meeting, or all meetings, by:
     (a) telephone;
     (b) closed-circuit television; or
     (c) any other means of communication.
"(12) A director who participates in a meeting of the Board under a permission under subsection (11) shall be taken to be present at the meeting.
"(13) The Board shall keep minutes of its proceedings.
"(14) Without limiting subsection (10), the Board may invite a person to attend a meeting for the purpose of advising or informing it on any matter.
"(15) In this section:
     'the required minimum number of directors' means:
         (a) if there are 9 directors—5 directors; and
         (b) in any other case—4 directors.

Disclosure of interests
"29. (1) Where:
     (a) a director has a direct or indirect pecuniary interest in a