Private Forests Act 1994

Subject to subclause (2), meetings of the Board are to be held at the times and places determined by the Board.

The chairperson –

may convene a meeting at any time; and

must convene a meeting when requested to do so by 2 other directors.

The chairperson must preside at all meetings of the Board at which he or she is present.

If the chairperson is not present at a meeting, the deputy chairperson must preside.

If the chairperson or deputy chairperson is not present at a meeting, a director chosen by the directors present at the meeting must preside.

Four directors constitute a quorum at any meeting of the Board.

A question arising at a meeting of the Board is to be decided by a majority of votes of the directors present and voting.

At a meeting of the Board where a director has an interest in a matter being considered and is excluded from being present and taking part in the considerationand decision of the Board in relation to the matter, 3 directors may constitute a quorum for the purposes of considering and making a decision in relation to that matter.

At a meeting of the Board, if there is an equality of the votes of the directors present and voting on a question, the question is deferred to the next meeting of the Board.

At a meeting of the Board, if there is an equality of the votes of the directors present and voting on a question that had been deferred under subclause (4) at a previous meeting of the Board, the chairperson or director presiding has a casting vote.

Subject to this Act, the Board may regulate the calling of, and the conduct of business at, its meetings as it considers appropriate.

The Board may permit directors to participate in a particular meeting or all meetings by –

telephone; or

closed-circuit television; or

any other means of communication.

A director who participates in a meeting under a permission granted under subclause (2) is taken to be present at the meeting.

Without limiting subclause (1), the Board may allow a person to attend a meeting for the purpose of advising or informing it on any matter.

If at least 4 directors approve a document containing a statement that they are in favour of a resolution in terms set out in the document, a resolution in those terms is taken to have been passed at a meeting of the Board held on the day on which the document is approved or, if the directors do not approve it on the same day, on the day on which the last of the directors approves the document.

If a resolution is taken to have been passed under subclause (1), each director is to be –

advised immediately of the matter; and

given a copy of the terms of the resolution.

For the purposes of subclause (1), 2 or more separate documents containing a statement in identical terms, each of which is approved by one or more directors, is taken to constitute one document.

If –

a director or the spouse or partner of a director has a direct or indirect pecuniary interest in a matter being considered, or about to be considered, by the Board; and

the interest could conflict with the proper performance of the director's duties in relation to consideration of the matter –

A disclosure under subclause (1) is to be recorded in the minutes of the meeting and, unless the Board otherwise determines, the director is not to –

be present during any deliberation of the Board in relation to the matter; or

take part in any decision of the Board in relation to the matter.

For the purpose of making a determination under subclause (2) in relation to a director who has made a disclosure under subclause (1), a director who has a direct or indirect pecuniary interest in the matter to which the disclosure relates is not to –

be present during any deliberation of the Board for the purpose of making the determination; or

take part in the making by the Board of the determination.

An act or proceeding of the Board or of any person acting pursuant to any direction of the Board is not invalidated or prejudiced by reason only of the fact that, at the time when the act or proceeding was done, taken or commenced, there was a vacancy in the membership of the Board.

All acts and proceedings of the Board or of any person acting pursuant to any direction of the Board are, notwithstanding the subsequent discovery of any defect in the appointment of a director or that any person was disqualified from acting as, or incapable of being, a director, as valid as if the director had been duly appointed and was qualified to act, or capable of being, a director and as if the Board had been fully constituted.