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Article 7: Board Meetings

  1. The Board shall convene at least four times a year upon a call by the Chairman. The Board shall also convene if the need arises, at the Chairman's discretion, or if requested by at least half of its members. The Chairman may assign the Vice-Chairman to chair the meetings in his absence.
  2. The call for a meeting shall be made at least five days prior to the meeting date, provided it includes the meeting agenda.
  3. Board meetings shall be valid only if attended by the majority of Board members, including the Chairman or Vice-Chairman. Decisions shall be passed by the majority vote of attending members. In case of a tie, the chairman of the meeting shall have the casting vote.
  4. A Board member may not abstain from voting nor vote by proxy.
  5. A Board member must disclose any conflict of interest in any matter included in the meeting agenda.
  6. The Board may, in exigent circumstances at the Chairman’s discretion, hold its meetings and vote on decisions remotely. Decisions may be passed by circulation if the majority of members vote in their favor, provided that all members vote on such decisions and they are entered into the minutes of the subsequent meeting.
  7. Board deliberations and decisions shall be entered into minutes signed by the meeting chairman and attending members.
  8. The Board may invite non-members to attend its meetings in a non-voting capacity.