Article 4 - Meetings of Directors

4.    Article 4 - Meetings of Directors

4.1    Board of Directors Meetings

The Board of Directors shall meet regularly during the fiscal year at such time and place as the Board of Directors may designate. One of these meetings must be the official annual meeting. Notice and a preliminary agenda of a meeting of the Board of Directors shall be mailed to each Director not less than seven (7) days prior to the meeting date.

Special meetings of the Board of Directors may be called by the Chairperson or any 3 Directors. The notice of meeting must set out the time, place and purpose of the meeting and must be advised in writing by mail or electronic mail to the Board of Directors not less than seven (7) days prior to the meeting date.

The Board of Directors' annual meeting will cover elections, accounting, budget and membership issues, amongst others.

4.2    Quorums

At all Board of Directors' meetings or a simple majority of Directors shall constitute a quorum.

4.3.1    Voting

If a quorum is present, the affirmative vote of a majority of the Directors present at a meeting shall be the act of the Board of Directors unless the vote of a greater number is required by these by-laws. When equal votes are given, the Chairperson shall decide.
 
Directors who are not able to participate in a meeting may not vote in deliberations of the Board. Electronic voting by members present by means agreed by the Board can be used in all types of voting except for voting on the dissolution of the IAI-AC.

4.3.2    Postal or Electronic Voting

A written resolution signed by a majority of all Directors entitled to vote, or single similar copies of a resolution each signed by one Director and constituting a majority of all the Directors entitled to vote, and submitted by post or by any electronic means of representing words in a written form, shall be a valid vote of Directors.

4.4    Delegation to Committee

The Board may delegate any function, except for the removal of a director or the termination of the IAI-AC, to a committee of members or Directors. Any act or thing done or suffered, or purporting to have been done or suffered, by the Board or by a committee appointed by the Board, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the Board or committee.

4.5    Telephonic Meetings

Members of the Board of Directors may participate in any ordinary meeting by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting. Telephonic meetings shall have the same status as any duly held meeting.

4.6    Minutes

The Secretary of the IAI-AC shall prepare and distribute to each Director the minutes of each members' and Board of Directors' meeting and to each member, the minutes of any General meeting of the IAI-AC. The minutes of the Board of Directors shall be available for the perusal of the members except for items which are commercial-in-confidence or legal-in-confidence.