TerraNature Trust Deed | 11                       Close window

16.11

Quorum When Trustees Withdraw:  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of Trustees, if any action taken or decision made is approved by a majority of the required quorum for that meeting.

16.12

Votes Necessary for a Resolution:  At any meeting of the Trustees or committee meeting of the Trust:

(a)

Each Trustee present shall have one vote on any resolution;

(b)

Each absentee Trustee shall have one vote on any resolution, that must be submitted in accordance with clause 16.13;

(c)

All resolutions shall be decided by a majority vote of the Trustees present at the meeting and any Trustees casting an absentee vote unless any clause in this deed requires a majority vote of the Trustees then in office;

(d)

The Chair of the meeting shall have a second or casting vote if there are an equal number of votes on any decision.

16.13

Absentee Voting:  Any Trustee who is not present in the country in which a meeting of the Trustees or a committee of the Trust is held, may cast an absentee vote, which must be submitted in the form of a ballot document stating the resolution, and signed by the absentee Trustee, sent by fax or mail to the Chair of the Trustees or the president and received by either of them prior to the commencement of the meeting.  The Chair of the Trustees or the president will cast the absentee vote at the time during the meeting that a vote is taken on the subject resolution, on behalf of the absent Trustee, and the written ballot will be filed in the TrustÕs Minute Book.

16.14

Waiver of Notice:  Notice of a meeting need not be given to any Trustee who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting.   The waiver of notice or consent need not specify the purpose of the meeting.  All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.  Notice of a meeting need not be given to any Trustee who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to such Trustee.

16.15

Adjournment:  A majority of the Trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place.

16.16

Notice of Adjourned Meeting:  Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, at least 48 hours notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting to the Trustees who were not present at the time of the adjournment.

16.17

Action Without a Meeting:  Any action that the Trustees are required or permitted to take may be taken without a meeting if all Trustees consent in writing to the action; provided, however, that the consent of any Trustee for whom a Conflict Transaction exists shall not be required for approval of that transaction.  Any resolution by written consent may consist of multiple documents that are duplicates of the same form, each signed by one or more Trustees.  Such action by written consent shall have the same force and effect as any other validly approved action of the Trustees.  All such consents shall be filed with the minutes of the proceedings of the Trustees.