call an extraordinary meeting of the Board within fourteen days of receipt
of a request for that purpose addressed to him in writing and signed by
any two other Board members or by the General Director. In all events,
the notice calling for the extraordinary meeting of the Board must state
the purpose of such meeting.
b) A meeting of the Board shall be duly convened only if attended by at
least three Board members.
c) Decisions of the Board shall be by a majority of votes of members present
and voting and, in the event of equal votes, the side that the Chairman
has voted for shall prevail over the other side.
d) The Board shall appoint a secretary who shall prepare its agenda, record
minutes of the meetings, maintain all papers and documents of the Board,
and carry out any tasks assigned to him by the Board.
e) The Board may invite the General Director or any other Person to attend
any meeting of the Board where it considers it necessary to do so, but
that Person shall not vote on any matter before the Board and shall not
count for the purposes of forming a quorum.
Article (7)
Conflict of Interests
a) No Board member shall have a direct or indirect equity or other financial
interest in a Licensee.
b) Where a Board member has a personal interest, directly or indirectly, in
any matter to be considered by the Board or any other financial interest
that may conflict with the requirements of his position as a Board
member, the Board member shall, as soon as he becomes aware that the
matter is to be considered by the Board, disclose his interest in writing to
the Board.
c) In the case provided for in the preceding subparagraph, the Board
member shall not take part in the consideration of the matter, and he shall
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