11.1 Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit.
11.2 A director may and the secretary at the request of a director shall call a meeting of the directors.
11.3 The board of directors must meet not less than four times in each financial year.
11.4 At least seven days' notice shall be given in relation to each meeting of the directors, unless the Chairman (or as the case may be, the other director who is calling the meeting) is of the view (acting reasonably) that the delay associated with giving seven days' notice would be likely to cause significant prejudice to the interests of the Company and/or the members, in which case he/she shall give such notice of the meeting as is reasonable in the circumstances.
11.5 Notice of every directors' meeting shall be issued to each director and alternate director.
11.6 Notice of every meeting of directors (including a short agenda in relation to the business to be conducted at the meeting) shall be given to each director and his alternate director (if one is appointed) at the address, fax number or e-mail address which was last notified by him/her to the Company for that purpose. Directors and alternate directors who are absent from the United Kingdom and have given the Company their addresses outside the United Kingdom shall be entitled to receive reasonable notice of every meeting. Notice of a meeting of directors or a committee of the Board shall not be required if all of the directors or all of the members of that committee are present at the meeting.
11.7 Without prejudice to Article 11.1, a meeting of the Board or of a committee of the Board may consist of a conference between or among directors who are not all in one place, but who are able (directly or by telephone or other communication equipment) to speak to each other, and to be heard by each other simultaneously. A director taking part in such a conference shall be deemed to be present at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled, or, if there is no such group, where the chairman of the meeting then is. The word "meeting" in these Articles shall be construed accordingly.
11.8 Subject to Articles 11.9, 11.10, 12.2, 18.1 and 20.3, the quorum necessary for the transaction of the business of the directors shall be two, one of whom shall be an A Director and one of whom shall be the B Director. An alternate director who is not himself a director may if his appointer is not present be counted towards the quorum and shall be deemed, for the purposes of the preceding provisions of this Article 11.8 and the provisions of Article 11.9, to fall into the same category of directors as the director for whom he acts as alternate.
11.9 Subject to Article 11.10, the quorum for meetings of the directors shall, in relation to a meeting at which a resolution in respect of which an A Director is not entitled to vote, be three directors, which shall include an A Director, the B Director and a C Director.
11.10 If, within 15 minutes after the start of a meeting at which a resolution of the nature referred to in Article 11.9 is to be proposed, the quorum otherwise required under Article 11.9 is not present, the meeting of directors shall be adjourned until such date (being not less than seven days after the date of that meeting) as the chairman of that meeting may direct. The date of that adjourned meeting shall be notified to directors and alternate directors in accordance with Article 11.6. If, within 15 minutes after the start of the adjourned meeting, the quorum otherwise required under Article 11.9 is not present, the directors and alternate directors who are present shall be deemed to form a quorum.
11.11 A director who is either the B Director or a C Director shall not be entitled to vote in relation to any resolution for approval of the transfer of an A Share or Loan Stock except where the transfer is being effected in pursuance of Article 4.9 or 4.10.
11.12 If any proposal for refinancing contained in any Consultants' Appraisal is required to be implemented in accordance with Article 18, but the A Directors decline to carry the proposal into effect (except in a case where (a) they are entitled to decline to do so by the provisions of these Articles or (b) the consent of the Health Board has not been granted pursuant to paragraph 1 of Section A of Part 29 of the Schedule (Refinancing) of the Project Agreement), the matter will then be considered at an adjourned meeting of the directors. At any such adjourned meeting (and at any subsequent meeting of the directors), the A Directors will not be entitled to vote in relation to any resolution relating to the implementation of any such proposal (or any matter incidental to such implementation).
11.13 If the B Director proposes that the Board should exercise any of the powers referred to in Article 20, but the A Directors or the C Directors decline to carry the proposal into effect, the matter will then be considered at an adjourned meeting of the directors. At any such adjourned meeting (and at any subsequent meeting of the directors), the A Directors and the C Directors will not be entitled to vote in relation to any resolution relating to the implementation of any such proposal (or any matter incidental to such implementation) and (notwithstanding Article 11.9) the B Director, acting alone, shall be entitled to implement the proposal (and any matter incidental to such implementation) in name of the Company.
11.14 The Company (and the directors) acknowledge and accept and agree to abide by the terms of Clause 11.6A (Observer) of the Project Agreement.
11.15 Matters arising at any meeting of the Directors or of any committee shall be decided by a majority of votes of the directors present, and on the basis that (subject to Articles 9.10, 11.11, 11.12, 11.13, 12.2, 18.1 and 20.3) every director present at the meeting shall have one vote. The chairman of a meeting of directors shall not have a second or casting vote13.
11.16 References in the preceding provisions of this Article 11 to directors include references to any alternate directors, and on the basis that for this purpose an alternate shall be deemed to fall into the same category of directors as the director for whom he acts as alternate.
11.17 A director who is also an alternate director shall be entitled in the absence of his appointer to a separate vote on behalf of his appointer in addition to his own vote.
11.18 The D Shareholder shall be entitled to appoint an individual as a representative of the Health Board ("Observer"), who shall be entitled (subject to the provisions in this regard set out in Clause 11.6A of the Project Agreement):
11.18.1 to be invited to attend all meetings of the Board;
11.18.2 to receive (at or around the same time as these are received by the directors) the agenda and all supporting papers circulated to directors in advance of each meeting of the Board or tabled at each meeting of the Board (including, without prejudice to that generality, six monthly management accounts, budgets and management reports (including explanations of material variances against budget), and the statutory accounts in respect of each financial year);
11.18.3 to attend and participate in all meetings of the Board (but not vote at such meetings);
11.18.4 to receive (at or around the same time as these are received by the directors) copy minutes of meetings of the Board and all other documents circulated to the directors generally; and
11.18.5 be entitled to disclose any information received pursuant to this Article 11.18 to the Health Board (but not otherwise).
11.19 For the avoidance of doubt, an Observer shall not be entitled to exercise the powers of a director, nor shall an Observer be deemed to be a director for the purposes of these Articles or any provision of the Act.
11.20 A resolution signed in writing by all of the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held, any such resolution may consist of a number of documents in the like form each signed by one or more directors but a resolution signed by an alternate director need not also be signed by his appointer and if it is signed by a director who has appointed an alternate director it need not be signed by the alternate director in that capacity.
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13 Project Co should have a sufficient number of Directors appointed by the private sector partners to control the Board.