31      Conduct of Board meetings

31.1     The Board shall meet at least eight times in each year at such place and at such times as the Board may determine.

31.2     Special meetings of the Board may be convened by the Chairman or by any four Directors.

31.3     Notice shall be given to Directors of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

31.4     The quorum of the Board shall be:

(a)        five, if an Independent Chairman has been appointed; and

(b)        four, if an Independent Chairman has not been appointed;

provided that in any instance where a casual vacancy exists on the Board, the quorum shall be equal to the next highest whole number achieved by dividing the number of remaining directors by two.

31.5     No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same place and at the same hour on the same day in the following week unless the meeting was a special meeting in which case it lapses.

31.6     At meetings of the Board:

(a)        the Chairman or in his/her absence the Vice Chairman shall preside; or

(b)        if the Chairman and the Vice Chairman are absent, one of the remaining directors as may be chosen by the directors present shall preside.

31.7     Questions arising at a meeting of the Board or of any sub-committee appointed by the Board shall be determined on a show of hands.

31.8     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 and, in the event of an equality of votes on any question, the person presiding may exercise a casting vote.

31.9     Written notice of each Board meeting shall be served on each director by delivering it to his/her usual or last known place of abode at least two business days before the date of the meeting

31.10   Subject to rule 31.4 the Board may act notwithstanding any vacancy on the Board.