Cap. 204 Art. 12Board procedure and quorum.

(1) Meetings of the Board shall take place as often as may be required but not less frequently than ten times in each year, and there shall not be an interval greater than two months between a meeting of the Board and the next meeting.

(2) Meetings of the Board shall be called by the Governor either on his own initiative or at the request of any two of the other directors.

(3) The Governor shall preside as chairman at the meetings of the Board and, in his absence from any meeting, a Deputy Governor shall preside; and no decision shall be valid which is taken at a meeting of the Board at which neither the Governor nor the Deputy Governors are present.

(4) Five members of the Board, one of whom shall be either the Governor or a Deputy Governor, shall form a quorum at any meeting.

(5) No act or proceeding of the Board shall be invalidated merely by reason of the existence of a vacancy or vacancies among the directors.

(6) Decisions shall be adopted by a simple majority of the votes of the directors present and voting. The chairman shall have an initial vote and, in the event of an equality of votes, he shall have and exercise a casting vote.

(7) All acts done by any person acting in good faith as a director shall be as valid as if he were a director notwithstanding that some defect in his appointment or qualification be afterwards discovered. No act or proceeding of the Board shall be questioned on the ground of the contravention by a director of the provisions of article 10(1).

(8) Subject to the provisions of this article, the Board may regulate its own procedure.