2019 PRCA Rule Book

B3.10.3 Higher Voting Requirements for Certain Actions of the Board. The affirmative vote or concurrence of at least six members of the Board of Directors shall be required to amend or revise the Board’s existing policy on whether or not to allow members of the Competition Committee, not already serving on the Board of Directors, to attend Board meetings. B3.11 Alternate Representative. When any director is unable to attend a meeting of the Board of Directors, such director should appoint an alternate representative to take his place at the meeting from the category of membership such director represents. If the absentee director fails to do so, the Board of Directors may appoint an alternate representative. The alternate representative shall participate in the meeting of the Board of Directors but shall not have the right to vote. B3.12 Meetings by Telephone. Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time. B3.13 Action Without A Meeting. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. In addition, any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if each and every member of the board in writing either: (i) votes for such action; or (ii) votes against such action or abstains from voting and waives the right to demand that a meeting be held. From time to time, any action required or permitted to be taken at a meeting of the directors may be taken without a meeting and through email transmission if each and every member of the board responds either with: (i) a vote for the action; or (ii) a vote against such action or abstains from voting. Such email response to any action in this regard will be specifically recognized as a signature of each member. An action is approved by the board in this regard only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. No action taken in this regard shall be effective unless writings describing the action taken and otherwise satisfying the requirements hereof, signed by all directors and not revoked prior to the effective date, are received by the PRCA. Any such writing may be received by the PRCA by electronically transmitted facsimile or other form of wire or wireless communication providing the PRCA with a complete copy of the document, including a copy of the signature on the document. Any action taken in this regard shall be effective when the last writing necessary to effect the action is received by the PRCA, unless the writings describing the action taken set forth a different effective date. B3.14 Conflicting Interest Transaction. The PRCA may enter into a contract,

BOARD OF DIRECTORS

2019

47

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