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(5)
the requirements of rule 4.7(d) do not apply in
respect of an interest of a
director that consists only of being a member or creditor of a corporation that
is interested in a contract or a proposed contract with AIA if the interest of
the director may properly be regarded as not being a material interest; and
(6)
a director must not be taken to be, or to have been at any time, interested in a
contract or proposed contract merely because:
(A)
where the contract or proposed contract relates to a
loan to AIA - the
director has guaranteed or joined in guaranteeing the repayment of the
loan or any part of the loan; or
(B)
where the contract or proposed contract has been or will be made with
or for the benefit or on behalf of a body corporate that is related to
AIA - the director is a director of that body corporate.
(e)
In addition to any disclosure required under rule 4.7(d), the National Board may
make regulations requiring the disclosure of interests that the director, and any
person deemed by the National Board to be related to or associated with the director,
may have in any matter concerning AIA or a related body corporate. The extent of
and conditions on which disclosure is required will be determined by the National
Board. Any regulations made under this rule will bind all directors.
4.8
Proceedings of the National Board
(a)
Subject to these rules, the directors may meet together for the dispatch of business
and adjourn and otherwise regulate their meetings as they think fit.
(b)
The contemporaneous linking together by telephone or other method of audio or
audio visual communication of a number of directors sufficient to constitute a
quorum, constitutes a meeting of the NEC and all the provisions in these rules
relating to meetings of the National Board apply, so far as they can and with such
changes as are necessary, to meetings of the National Board by telephone or audio or
audio visual communication.
(c)
A director participating in a meeting by telephone or audio or audio
visual
communication is to be taken to be present in person at the meeting.
(d)
A meeting by telephone or audio or audio visual communication is to be taken to be
held at the place determined by the person chairing of the meeting provided that at
least one of the directors involved was at that place for the duration of the meeting.
4.9
Convening of meetings of the National Board
(a)
A meeting of the National Board may be convened by six or more directors
whenever they think fit.
(b)
A Secretary must convene a meeting of the National Board on the requisition of six
or more directors.
(c)
Unless otherwise approved by a National General Meeting at least 3 meetings of the
National Board must be held in each financial year.
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4
.10 Notice of meetings of the National Board
(a)
Subject to these rules, notice of a meeting of the National Board must be given to
each person who is at the time of giving the notice a director, other than a directoron
leave of absence approved by the National Board
(b)
A notice of a meeting of the National Board:
(1)
must specify the time and place of the meeting;
(2)
need not state the nature of the business to be transacted at the meeting;
(3)
may be given immediately before the meeting; and
(4)
may be given in person or by post, facsimile transmission,
telephone or other
method of written, audio or audio visual communication.
(c)
A director may waive notice of any meeting of the National Board by notifying the
National Board to that effect in person or by post, facsimile transmission, telephone
or other method of written, audio or audio visual communication.
(d)
The non-receipt of notice of a meeting of the National Board by, or a failure to give
notice of a meeting of the National Board to, a director does not invalidate any act,
matter or thing done or resolution passed at the meeting if:
(1)
the non-receipt or failure occurred by accident or error;
(2)
before or after the meeting, the director:
(A)
has waived or waives notice of that meeting under rule 4.10(c); or
(B)
has notified or notifies the National Board of his or her agreement to
that act, matter, thing or resolution personally or by post, facsimile
transmission, telephone or other method of written, audio or audio
visual communication;
(3)
the director attended the meeting; or
(4)
the National Board secretary reasonably believes (after making all due
enquiries) that the director:
(A)
cannot be located; or
(B)
is not capable, by reason of a medical condition, of participating in
consideration of the resolution.
(e)
Attendance by a director at a meeting of the National Board waives any objection
that director may have to a failure to give notice of the meeting.
4.11 Quorum
(a)
No business may be transacted at a meeting of the National Board unless a quorum
of directors is present at the time the business is dealt with.
(b)
A quorum consists of:
(1)
if the directors have fixed a number for the quorum, that number of directors;
(2)
if the directors have not fixed such a number in the case of the National
Board, a majority of the directors.