| (a) | may call a meeting of the board at any time; and |
| (b) | must call such a meeting if required to do so by at least— |
| (i) | 25% of the directors, in the case of a board that has at least 12 members; or |
| (ii) | two directors, in any other case. |
| (2) | A company’s Memorandum of Incorporation may specify a higher or lower percentage or number in substitution for those set out in subsection (1)(b). |
| (3) | Except to the extent that this Act or a company’s Memorandum of Incorporation provides otherwise— |
| (b) | one or more directors may participate in a meeting by electronic communication, |
so long as the electronic communication facility employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate effectively in the meeting.
| (4) | The board of a company may determine the form and time for giving notice of its meetings, but— |
| (a) | such a determination must comply with any requirements set out in the Memorandum of Incorporation, or rules, of the company; and |
| (b) | no meeting of a board may be convened without notice to all of the directors, subject to subsection (5). |
| (5) | Except to the extent that the company’s Memorandum of Incorporation provides otherwise— |
| (a) | if all of the directors of the company— |
| (i) | acknowledge actual receipt of the notice; |
| (iii) | waive notice of the meeting, |
the meeting may proceed even if the company failed to give the required notice of that meeting, or there was a defect in the giving of the notice;
| (b) | a majority of the directors must be present at a meeting before a vote may be called at a meeting of the directors; |
| (c) | each director has one vote on a matter before the board; |
| (d) | a majority of the votes cast on a resolution is sufficient to approve that resolution; and |
| (e) | in the case of a tied vote— |
| (i) | the chair may cast a deciding vote, if the chair did not initially have or cast a vote; or |
| (ii) | the matter being voted on fails, in any other case. |
| (6) | A company must keep minutes of the meetings of the board, and any of its committees, and include in the minutes— |
| (a) | any declaration given by notice or made by a director as required by section 75; and |
| (b) | every resolution adopted by the board. |
| (7) | Resolutions adopted by the board— |
| (a) | must be dated and sequentially numbered; and |
| (b) | are effective as of the date of the resolution, unless the resolution states otherwise. |
| (8) | Any minutes of a meeting, or a resolution, signed by the chair of the meeting, or by the chair of the next meeting of the board, is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be. |
