18. Proceedings of Directors
18.1 General
18.1.1 The Directors may meet together by electronic means or otherwise for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.
18.1.2 If there is a failure of the electronic means used in conducting a meeting of directors, the meeting shall be adjourned until the failure can be rectified. If that is not possible within one hour of the initial failure, the Directors who are able to communicate with each other must adjourn the meeting to a time, date and place determined by those Directors.
18.2 Decisions of Directors
18.2.1 Subject to this Constitution, questions arising at a meeting of Directors shall be decided by a majority of votes of Directors present and voting and any such decision shall for all purposes be deemed a decision of the Directors.
18.2.2 In case of an equality of votes, the chair of the meeting, in addition to his or her deliberative vote (if any), shall have a casting vote.
18.3 Director Interested in Contract with Company
Subject to clause 16.10, a Director may vote in respect of any contract or arrangement in which he or she is interested and may attest the affixing of the Seal to any document relating to any such contract or arrangement.
18.4 Alternate Directors
18.4.1 A Director, with the approval of a majority of the other Directors, (except where the Company only has one Director), may appoint a person (whether a Member or not) to be an alternate Director in his or her place during such period as he or she thinks fit.
18.4.2 An alternate Director is entitled to notice of meetings of the Directors and, if the appointor is not present at such a meeting, is entitled to attend and vote in his or her stead.
18.4.3 An alternate Director may exercise any powers that the appointor may exercise and the exercise of any such power by the alternate Director shall be deemed to be the exercise of the power by the appointor.
18.4.4 An alternate Director shall not be required to have any Share qualifications.
18.4.5 An appointment of an alternate Director shall be effected by a notice in writing signed by the Director who makes the appointment and served on the Company.
18.4.6 The appointment of an alternate Director may be terminated at any time by the appointor or by resolution passed by the Directors notwithstanding that the period of the appointment of the alternate Director has not expired, and shall terminate in any event if the appointor vacates office as a Director.
18.4.7 The termination of an appointment of an alternate Director shall be effected by notice to the Company in writing signed by the Director who made the appointment or signed by the chair of the meeting of Directors or in his or her absence, the deputy chair (if any) or in his or her absence another Director and served on the alternate Director.
18.5 Quorum
At a meeting of Directors, the number of Directors whose presence shall be necessary to constitute a quorum shall be such number as shall be determined by the Directors and, unless so determined, shall be 50% of the Directors rounded up to the nearest whole number of Directors.
18.6 Vacancies
In the event of a vacancy or vacancies in the office of a Director or offices of Directors, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum or of convening a general meeting of the Company.
18.7 Chair
18.7.1 The Directors shall elect one of their number as chair of their meetings and may determine the period for which that Director is to hold office.
18.7.2 The Directors may elect one of their number as deputy chair of their meetings and may determine the period of office for which that Director is to hold office.
18.7.3 The deputy chair shall chair the meetings of the Directors where the chair is absent or not present within 10 minutes after the time appointed for the time of the meeting or is unwilling to act.
18.7.4 Where a meeting of Directors is held and:
18.7.4.1 a chair has not been elected as provided by clause 18.7.1 and a deputy chair has not been elected as provided by clause 18.7.2; or
18.7.4.2 the chair and the deputy chair are both absent or not present within 10 minutes after the time appointed for the holding of the meeting or are unwilling to act,
the Directors present shall elect one of their number to be the chair of the meeting.
18.8 Delegation by Directors
18.8.1 The Directors may by resolution delegate any of their powers to a committee or committees of directors, a Director, an employee of the Company or any other person, consisting of such of their number as they think fit.
18.8.2 A Delegate must exercise the powers delegated in accordance with any directions of the Directors.
18.8.3 The exercise of the power of the Delegate is as effective as if the Directors had exercised it.
18.8.4 Directors who delegate their powers are responsible for the exercise of the power by the delegate as if the power had been exercised by the Directors themselves.
18.9 Committees of Directors
18.9.1 The Members of any committee appointed pursuant to clause 18.8 may elect one of their number as chair of their meetings.
18.9.2 Where such a meeting is held and:
18.9.2.1 a chair has not been elected as provided by clause 18.9.1; or
18.9.2.2 the chair is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act,
the Members present may elect one of their number to be chair of the meeting.
18.9.3 A committee may meet and adjourn as it thinks proper.
18.9.4 Questions arising at a meeting of a committee shall be determined by a majority of votes of the Members present and voting.
18.9.5 In the case of an equality of votes, the chair, in addition to his or her deliberative vote (if any), shall have a casting vote.
18.10 Resolutions of Directors
18.10.1 If all the Directors have signed a document containing a statement that they are in favour of a resolution of the Directors in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a meeting of the Directors held on the day on which the document was signed and at the time at which the document was last signed by a Director or, if the Directors signed the document on different days, on the day on which, and at the time at which, the document was last signed by a Director.
18.10.2 For the purposes of clause 18.10.1, 2 or more separate documents containing statements in identical terms each of which is signed by one or more Directors shall together be deemed to constitute one document containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents.
18.10.3 A reference in clause 18.10.1 to all the Directors does not include a reference to a Director who, at a meeting of Directors, would not be entitled to vote on the resolution.
18.11 Decisions and Declarations of Single Director
18.11.1 If the Company has only one Director and the Director records the Director's decision to a particular effect, the recording of the decision counts as the passing by the Director of a resolution to that effect.
18.11.2 A record made for the purposes of clause 18.11.1 also has effect as minutes of the passing of the resolution.
18.11.3 If the Company has only one Director and the Director records the Director's declaration to a particular effect, the recording of the declaration and signing of the record counts as the making of a declaration to that effect made at a meeting of the Directors.
18.11.4 A record made for the purposes of clause 18.11 must be made in writing.
18.12 Validity of Acts of Directors
All acts done by any meeting of the Directors or of a Delegate or by any person acting as a Director are effective even if the appointment or the continuance of the appointment of the Director is invalid because the Company or Director did not comply with the Constitution or any provision of the Act.
