South Australian Consolidated Acts South Australian Consolidated Acts (1) A quorum of the
board consists of three members.
(2) The director
appointed to chair meetings of the board will preside at each meeting of the
board at which he or she is present.
(3) If the director
appointed to chair meetings of the board is absent from a meeting of the
board, the following provisions apply:
(a) if
another director has been appointed as that director's deputy and is present
at the meeting—the deputy will preside at the meeting;
(b) in
any other case—a director (who must not be the chief executive officer)
chosen by the directors present at the meeting will preside at the meeting.
(4) A decision carried
by a majority of the votes cast by directors at a meeting is a decision of the
board.
(5) Each director
present at a meeting of the board has one vote on any question arising for
decision and, if the votes are equal, the director presiding at the meeting
may exercise a casting vote.
(6) A conference by
telephone or other electronic means between directors will, for the purposes
of this section, be taken to be a meeting of the board at which the
participating directors are present if—
(a)
notice of the conference is given to all directors in the manner determined by
the board for that purpose; and
(b) each
participating director is capable of communicating with every other
participating director during the conference.
(7) A proposed
resolution of the board becomes a valid decision of the board despite the fact
that it is not voted on at a meeting of the board if—
(a)
notice of the proposed resolution is given to all directors in accordance with
procedures determined by the board; and
(b) a
majority of the directors express their concurrence in the proposed resolution
by letter, telex, facsimile transmission or other written communication
setting out the terms of the resolution.
(8) The board must
cause accurate minutes to be kept of its proceedings.
(9) Subject to this
Act, the board may determine its own procedures.