9. Convening meetings
| (1) | The board must meet at least twice in each year. |
| (2) | Meetings must be held at the times and, subject to subitem (4), the places determined by the board. |
| (3) | The chairperson may convene a meeting at any time and must do so when requested by one third of the board members. |
| (4) | The chairperson may, from time to time, determine that a meeting be held by telephone, closed-circuit television or other means of communication. |
10. Notices of meeting
| (1) | Except as provided in subitem (3), the chairperson or the chief executive officer must give at least seven days' written notice to board members of any meeting convened at the request of one third of the board members. |
| (2) | A notice given in terms of subitem (1) must— |
| (a) | specify the date and time of the meeting; and |
| (b) | state the general nature of the business of the meeting; and either |
| (c) | state the place of the meeting; or |
| (d) | specify the means of communication by which the meeting will be held. |
| (3) | The chief executive officer or chairperson must give notice of a meeting— |
| (b) | not less than seven days in advance except in cases of emergency or where every board member agrees to accept short notice. |
| (4) | If notice of a meeting is given the board must, if requested by a board member, allow that member to participate in the meeting in the manner contemplated in item 16. |
| (5) | The proceedings of, or resolutions passed at a meeting of, a board are not invalid merely because— |
| (a) | the chief executive officer omitted to send a notice to a board member; or |
| (b) | a member did not receive a notice of the meeting. |
| (1) | No business may be conducted at a meeting unless a quorum of members is present. |
| (2) | A quorum is a majority of the members for the time being. |
| (3) | If a quorum is not present within 30 minutes after the time appointed for a meeting, the person presiding at the meeting may adjourn the meeting to the same time and place, seven days after the adjournment. |
| (4) | If a quorum is not present at an adjourned meeting within 30 minutes after the time appointed for the meeting, the meeting is automatically cancelled. |
| (1) | The person presiding at a meeting at which a quorum is present— |
| (a) | may adjourn the meeting with the meeting's consent; and |
| (b) | must adjourn the meeting if the meeting so directs. |
| (2) | An adjourned meeting must be held at the time and place agreed to by the meeting before it is adjourned. |
| (3) | Only unfinished business of an initial meeting can be conducted at an adjourned meeting. |
13. Person presiding at meetings
| (a) | the chairperson must preside at all meetings of the board at which the chairperson is present; and |
| (b) | in the absence of the chairperson, the deputy chairperson must preside at a meeting of the board. |
| (2) | If neither the chairperson nor the deputy chairperson is present, the meeting must appoint a board member present at the meeting to preside. |
14. Voting
| (1) | A question arising at a meeting must be determined by a majority of votes of board members present and voting. |
| (2) | If voting on a question is equal, the person presiding has a casting vote as well as a deliberative vote. |
15. Minutes
| (1) | The chief executive officer must ensure that complete and accurate minutes of each meeting are kept. |
| (2) | Draft minutes of each meeting must— |
| (a) | be presented to the next meeting of the board for amendment, if necessary, and adoption; and |
| (b) | be entered in a durable, bound volume of minutes. |
| (3) | The person presiding at the next meeting must sign and date an affirmation to the effect that any minutes of the previous meeting have been adopted by the meeting. |
| 16. | Participation in meetings |
| (1) | The board may, by resolution, permit board members to participate in a particular meeting by telephone, closed-circuit television or other means of communication. |
| (2) | A board member who participates in a meeting under permission given under subitem (1) must be regarded as being present at the meeting. |
| 17. | Resolutions without meetings |
| (1) | If all the board members for the time being (other than a board member who is absent from South Africa at the time) sign a document containing a statement that they are in favour of a resolution set out in the document, a resolution in those terms shall be taken to have been passed at a meeting of the board held on the day on which the document is signed or, if the members do not sign it on the same day, on the day on which the last member signs the document. |
| (2) | For the purpose of subitem (1), two or more separate documents containing a statement in identical terms, each of which is signed by one or more board members, must be taken to be one document. |
| (3) | A document referred to in this item may be in the form of a telex or facsimile. |
18. Execution of documents
| (1) | Subject to subitem (2), a document is duly executed by the board if it is executed on behalf of the board by any two board members. |
| (2) | The board may, either generally or in a particular case or class of cases, by resolution authorise the chief executive officer to execute documents on behalf of the board. |
19. Appointment of committees
| (1) | The board may, from time to time— |
| (a) | appoint such temporary or standing committees as it sees fit from among its members; |
| (b) | appoint persons other than board members to a committee; |
| (c) | remove any person appointed to a committee from such committee; and |
| (d) | determine the terms of reference of any committee, |
which may include—
| (i) | full decision making powers on particular matters; or |
| (ii) | a requirement to refer decisions back to the board for ratification. |
| (2) | Items 7, 11, 12, 14, 15, 16, 17, 18(1) and 20 apply to a committee as if it were the board. |
| (3) | Part 2 also applies to any member of a committee who is not a board member. |
| (4) | A committee must report to the board at the times and in the manner determined by the board. |
20. Power to regulate proceedings
Subject to this Part, the board may regulate its own proceedings.
