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to time specify for this purpose (or if he does not specify an address, at his last known
address). A director may waive notice of any meeting either prospectively or
retrospectively. A director will be treated as having waived his entitlement to notice unless
he has supplied the Company with the information necessary to ensure that he receives
notice of a meeting before it takes place.
85.
Quorum
The quorum necessary for the transaction of the business of the board may be fixed by the
board and, unless so fixed at any other number, shall be two. Subject to these articles,
any director who ceases to be a director at a board meeting may continue to be present
and to act as a director and be counted in the quorum until the end of the board meeting if
no other director objects and if otherwise a quorum of directors would not be present.
86.
Chairman or deputy chairman to preside
(1)
The board may appoint a chairman and one or more deputy chairman or chairmen and
may at any time revoke any such appointment.
(2)
The chairman, or failing him any deputy chairman (the longest in office taking precedence,
if more than one is present), shall, if present and willing, preside at all board meetings but,
if no chairman or deputy chairman has been appointed, or if he is not present within
fifteen minutes after the time fixed for holding the meeting or is unwilling to act as
chairman of the meeting, the directors present shall choose one of their number to act as
chairman of the meeting.
87.
Competence of board meetings
A board meeting at which a quorum is present shall be competent to exercise all the
powers, authorities and discretions for the time being vested in or exercisable by the
board.
88.
Voting
Questions arising at any board meeting shall be determined by a majority of votes. In the
case of an equality of votes the chairman of the meeting shall not have a second or casting
vote.
89.
Telephone/electronic board meeting
(1)
A board meeting may consist of a conference between directors some or all of whom are in
different places provided that each director may participate in the business of the meeting
whether directly, by telephone or by any other means (whether electronically or otherwise)
which enables him:
(a)
to hear (or otherwise receive real time communications made by) each of the other
participating directors addressing the meeting; and
(b)
if he so wishes, to address all of the other participating directors simultaneously
(or otherwise communicate in real time with them).
(2)
A quorum is deemed to be present if at least the number of directors required to form a
quorum, subject to the provisions of article
may participate in the manner specified
above in the business of the meeting.
(3)
A board meeting held in this way is deemed to take place at the place where the chairman
of the meeting is physically present, unless the board otherwise determines.
