24. Board Meetings and quorum

(1) The Board shall meet at least 6 times in each calendar year at such place and time as the Board may determine.

(2) Additional meetings of the Board may be convened by any member of the Board.

(3) Oral or written notice of a meeting of the Board shall be given by the Executive Officer to each member of the Board at least 48 hours (or such other period as may be unanimously agreed on by the members of the Board) before the time appointed for the holding of the meeting.

(4) Notice of a meeting given under sub-rule (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.

(5) Any 5 members of the Board constitute a quorum for the transaction of the business of a meeting of the Board.

(6) No business shall be transacted by the Board unless a quorum is present and, if within half an hour after the time appointed for the meeting a quorum is not present, the meeting stands adjourned to a time, date and place as agreed by the members of the Board.

(11) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.

(12) At meetings of the Board:

     (a) the Chairman or, in the absence of the Chairman, the Director, Marketing and Member Services shall preside; or

     (b) if the Chairman and the Director, Marketing and Member Services are absent or unwilling to act, one of the remaining members of the Board may be chosen by the members present to preside.

25. Delegation by Board to Sub-Committee

(1) The Board may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Association as the Board deems appropriate) the exercise of such of the functions of the Board as are specified in the instrument, other than:

     (a) this power of delegation; and

     (b) a function which is a function imposed on the Board by the Act, by any other law.

(2) A function, the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

(3) A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(4) Notwithstanding any delegation under this rule, the Board may continue to exercise any function delegated.

(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the Board.

(6) The Board may, by instrument in writing, revoke wholly or in part any delegation under this rule.

(7) A sub-committee may meet and adjourn as required.

26. Voting and decisions

(1) Questions arising at a meeting of the Board or of any sub-committee appointed by the Board shall be determined by a majority of the votes of members of the Board or sub-committee present at the meeting.

(2) Each member present at a meeting of the Board or of any sub-committee appointed by the Board (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 24(5), the Board may act notwithstanding any vacancy on the Board.

(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the Board or by a sub-committee appointed by the Board, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Board or sub-committee.

(5) Voting and decision at all Meetings, and the conduct of debate at Meetings, shall be as specified in the Standing Orders.