Incredimail 2012 Annual Report Download - page 152

The Board may from time to time elect by resolution or otherwise appoint a director to be chairperson or deputy chairperson and
determine the period for which each of them is to hold office. The chairperson, or in his absence the deputy chairperson, shall preside at
meetings of the Board, but if no such chairperson or deputy chairperson shall be elected or appointed, or if at any meeting the
chairperson or deputy chairperson shall not be present within 15 minutes after the time appointed for holding such meeting, or if the
chairperson, or, if applicable, deputy chairperson, is unwilling or unable to chair such meeting, the directors present shall choose one of
their number to be chairperson of such meeting. The chairperson shall not have a second or casting vote at any Board meeting. The
Chief Executive Officer of the Company may not serve as the chairperson of the Board, other than pursuant to Section 121 of the Law.
Subject to the provisions of the Law, all bona fide
actions of any meeting of the Board, or of a Committee of the Board, or of any
person acting as a director or a member of such Committee shall, notwithstanding that it be afterwards discovered that there was some
defect in the appointment of any such director or such committee or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person or committee had been duly appointed or had duly continued in office and was
qualified.
57.
Quorum
57.1.
A quorum at a meeting of the Board shall be constituted by the presence in person, or by telephone or similar
communication equipment of a majority of the directors then in office who are lawfully entitled to participate and vote at the
meeting. If within 30 minutes (or within such longer time as the chairperson of the meeting may decide) from the time
appointed for the holding of the Board meeting a quorum is not present, the Board meeting shall stand adjourned to the date,
time, and place determined by the chairperson. No business shall be transacted at a meeting of the Board unless the requisite
quorum is present.
57.2.
If at any adjourned Board meeting a quorum is not present within 30 minutes (or within such longer time as the chairperson
of the meeting may decide) from the time appointed for holding the meeting, then the quorum at such meeting shall be
constituted by the presence in person, or by telephone or similar communication equipment of two of the directors then in
office who are lawfully entitled to participate and vote at the meeting. If at such meeting such quorum is not present within
the above mentioned time frame, the Board meeting shall be adjourned in accordance with the provisions of this Article
57.
No business shall be transacted at a meeting of the Board unless the requisite quorum is present.
58.
Chairperson
59.
Validity of Acts
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