21.1

Meetings

21.1.1

The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.  The Board must convene at the request of the Chairperson or at least four Directors.

21.1.2

Without limitation the Board must meet at least six times each year

21.1.3

Written notice of each Board meeting must be given to each Director by delivering it, or by sending it by post, facsimile or email addressed to his or her usual or last known postal address or facsimile or email contact at least two business days before the date of the meeting.

21.1.4

In cases of urgency a meeting may be held without the notice required under Rule 21.1.3, provided that:

(a)      as much notice as practicable is given by whatever means will reach each Director as soon as possible; and

(b)      no resolution may be passed at the meeting except by an Absolute Majority

21.1.5

The business transacted at the Board meeting will be only that listed on the notice, however the chairperson of the meeting may allow other business deemed urgent to be transacted

21.2

Votings

21.2.1

Subject to the Rules questions arising at any meeting of the Board will be decided by a majority of votes and a determination by a majority of the Directors present will for all purposes be deemed a determination of the Directors. 

21.2.2

Where something is to be determined or voted on by the Board each Director will have one vote

21.2.3

Questions arising at a meeting of the Board must be determined on a show of hands or, if demanded by a Director, by a poll taken in such manner as the person presiding at the meeting determines

21.2.4

Unless otherwise expressly provided in the Rules, there is no voting by proxy or by post at Board meetings.

21.2.5

In case of an equality of votes the chairperson of the meeting (as determined in accordance with Rule 19.1) will have a second or casting vote

21.3

Quorum

The quorum necessary for the transaction of the business of the Board may be fixed by a Specified Majority of the Board, and unless so fixed will be four Directors

21.4

Circulatory resolutions and utilising telecommunication services

21.4.1

A resolution in writing signed or validly endorsed by the Directors for the time being entitled to receive notice of meetings of the Board will be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held provided that the Directors signing or endorsing the resolution would constitute a quorum and would have power to pass such resolution at a meeting of the Board.  Any such resolution may consist of several documents in similar form each signed or endorsed by one or more Directors.  Any such document sent by a Director by facsimile or email transmission, or other means of communication approved by the Directors, will be deemed to have been signed or endorsed by such Director and to suffice for the purpose of this Rule.

21.4.2

Meetings of the Board may be held at more than one place provided that the technology that is used enables each member present at all places the meeting is held to clearly and simultaneously communicate with every other such member

21.4.3

Without limiting Rule 21.4.2, the contemporaneous linking together by a telecommunication service of a number of the Directors not less than a quorum will be deemed to constitute a meeting of the Directors and all the provisions thereof as to meetings of the Board will apply to such meetings by telephone so long as the following conditions are met:

(a)      all the Directors for the time being entitled to receive notice of a meeting of the Directors are entitled to notice of a meeting by the utilised service and to be linked by the service for the purposes of such meeting;

(b)      each of the Directors taking part in the meeting by the selected service must be able to hear each of the other Directors taking part in the meeting; and

(c)      at the commencement of the meeting each Director must acknowledge his or her presence for the purpose of a meeting of the Directors of the Association to all the other Directors taking part.

21.4.4

A Board meeting held using a form of technology in accordance with Rule 21.4.3 is deemed to have been held at the place determined by the chairperson of that meeting, provided that at least one of the Directors who took part in the meeting was at that place for the duration of the meeting

21.5

Acts of Board or committees valid notwithstanding defective appointment etc.

All acts done at any Board meeting or any meeting of a committee of Directors or by any person acting as a Director will notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or person acting as Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

21.6

Conflicts of interest and disclosure of interests

21.6.1

Any Board member who has in any way, directly or indirectly, a financial or other personal interest in any contract or arrangement or proposed contract or arrangement with the Association must declare the nature of such interest at the first meeting of the Board at which the contract or arrangement is taken into consideration or at the first meeting of the Board after the acquisition of that interest.

21.6.2

No Director may remain present at any meeting of the Board during any consideration or discussion of, or the taking of any vote on any question with respect to, any contract or arrangement in which that Member has a financial or other personal interest.

21.6.3

To the extent permitted by law, Rule 21.6.2 does not apply to a financial or other personal interest:

(a)      that exists only because the Director belongs to a class of persons for whose benefit the Association is established; or

(b)      that the Director has in common with all, or a substantial proportion of, the Members of the Association.

21.6.4

All Directors must disclose any financial or other personal interest by the completion of a declaration of interest form at the first Board meeting after the annual general meeting