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SBIC Governance > By Laws > Other Members of the Council


15 Other Members of the Council
15.1 Any Member of the Council serving under the provisions of paragraph Article 7.1(b) shall, while so serving, be eligible for appointments as the Chairman or representative of a Board or Committee appointed in accordance with Article 16.2 and, in the event of such appointment, shall serve on the Council in a dual capacity, but shall have only one vote in accordance with Article 15.5. For the purpose of this Article and Articles 12.2, 12.3, 13.1, 14.1 and 15.2, a year shall be regarded as the period between successive Annual General Meetings.
15.2 (a) The Council shall hold at least one meeting in each year at such time as it may determine. Six Council Members, of whom at least two shall be Officers, shall form a quorum.

(b) The Council shall cause Minutes to be kept in books kept for the purpose:


(i) of all appointments of Officers made by the Council Members; and


(ii) of all proceedings or meetings of the Society and of the Council Members and of committees of Council Members including the names of the Council members present at each such meeting;

(c) subject to the provisions of the Articles, the Council Members may regulate their proceedings as they think fit.

15.3 Notice of the date and time of holding each meeting of the Council shall be forwarded by the Secretary to each Council Member. The period of notice shall be at least twenty-eight days excluding the day on which it is given or is deemed to have been served and the day of the meeting. The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by, any Council Member shall in no way invalidate the proceedings of the meeting.
15.4 An Extraordinary Meeting of the Council shall be called by the President upon a requisition to him signed by not fewer than five Council Members, or at his own discretion. In either case he shall direct the Secretary to issue a notice of the meeting which shall state the business to be conducted.
15.5 (a) The ordinary mode of decision on questions before the Council shall be by show of hands or, if demanded, by a ballot of those present, and each Officer and Council Member shall have one vote. Any Officer or Council Member serving in more than one capacity shall not be entitled to any second or additional vote. Unless otherwise provided in these Articles or by Standing Order of the Council a simple majority of votes shall be effective. In the case of an equality of votes, either upon a show of hands or upon a ballot, the Chair shall have a second or casting vote.

(b) Any Council Member who, in some other capacity, is in any way concerned in a matter under consideration shall declare the nature of his/her interest to the Council and shall retire during the subsequent discussion of the matter if requested to do so by the Chair. Unless the Council otherwise determines, such Council Member who has declared the nature of his/her interest as aforesaid shall not be precluded from voting for or against any motion on the matter under consideration.



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