(1) No subject other than a subject included in the Agenda or supplementary agenda for a meeting shall, ordinarily, be considered or discussed at that meeting.
(2) Any proposal on which the decision of the Board is required may also be circulated to the Directors and if approved by not less than one half of the total number of Directors may be deemed to have been passed as a resolution at a meeting 3 of the Board duly convened. Such decisions shall be placed before the Board at its next meeting for ratification.
(3) The Managing Director shall ensure that a report of any emergent action taken by him under Section 55 of the Act is included as an item of the agenda for ratification by the Board. The Board shall consider such report and shall ratify his action or issue such direction, as it considers necessary.
(4) Any Director desirous of moving a proposal shall send a notice thereof together with a brief note setting out the reasons in support of the proposal to the Secretary atleast seven clear days in advance of the meetings, so as to enable the proposal to be included in the agenda:
Provided that the President of the meeting may, at his discretion, allow any such proposal to be moved in a meeting despite non-receipt of the notice therefor in time for inclusion in the Agenda.
(5) Any point of order raised at a meeting shall be decided by the President of the meeting whose decision thereon shall be final.
9. (1) If a poll be demanded, the names of the Directors voting and the nature of their votes shall be recorded by the person presiding.
(2) Decisions taken by the majority of the Directors present shall be deemed to be the decisions of the Board.