(E) DIRECTORS MEETINGS
(E.1) Circulating resolutions.
- The directors of the company may pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy and the resolution is passed when the last director signs.
(E.2) Calling directors meetings
- A directors' meeting may be called by a director giving reasonable notice individually to every other director. A director who has appointed an alternate director may ask for the notice to be sent to the alternate director.
(E.3) Chairing directors meetings
- The directors may elect a director to chair their meetings. The directors may determine the period for which the director is to be the chair. The directors must elect a director present to chair a meeting or part of it, if:
a) a director has not already been elected to chair the meetings; and
b) a previously elected chair is not available or declines to act, for the meeting or the part of the meeting.
(E.4) Quorum at directors meetings
- Unless the directors determine otherwise, the quorum for a directors' meeting is two directors and the quorum must be present at all times.
(E.5) Passing of directors resolutions
- A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution. The chair has the casting vote, if necessary, in addition to any vote they have in their capacity as a director.
