South Australian Current Acts South Australian Current Acts (1) A quorum of the
board consists of a majority of the directors in office for the time being.
(2) If a director has
been appointed to chair meetings of the board, that director will preside at
each meeting of the board at which he or she is present.
(3) A director chosen
by the directors present at a meeting of the board will preside at the meeting
if—
(a) the
director appointed to chair meetings of the board is absent from the meeting;
or
(b) no
director has been appointed to chair meetings of the board.
(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.