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28.- Meetings of the Executive Board
28.1    The Executive Board convenes monthly. The Executive Board shall determine the date, the time, and the venue of its meetingfor the following month.

28.2    The agenda of the following monthly meeting shall be separately communicated to the members of the Executive Board at least 7 (seven) calendar days prior to the meeting.

28.3    If the agenda for the following monthly meeting of the Executive Board is not necessary and urgentfor a discussion on the determined date of the meeting, by a fifty percent plus one (50% +1) vote castby all members of the Executive Board,that scheduled meeting may be postponed to the next month. In all cases, the Executive Board shall meet at least once every 3 (three) months. The Chairman of the Executive Board may, at any time, call for an additional meeting of the Executive Board by giving all members of the Executive Board written notice, including the date, the time, the venue and the agenda, at least 7 (seven) calendar days prior to the meeting.

28.4    Meetings of the Executive Board shallbe attended only by the members of the Executive Board. Each member of the Executive Board shall have 1 (one) vote. A majority of the members of the Executive Board may invite 1 (one) or more persons, including but not limited to the Secretary General, to attend a meeting (or part thereof) for a specific purpose.

28.5    A member of the Executive Board who cannot attend a particular meeting may give a written proxy to another member of the Executive Board to represent him or her at that meeting and vote in his or her name. Any member cannot act as a proxy of more than 1(one) other member of the Executive Board at a time. The proxy shall be mentioned in, and attached to, the minutes of the relevant meeting.

28.6    For the avoidance of doubt, a Legal Entity Member who is a member of the Executive Board does not have to give a proxy to its representative.

28.7    A quorum for holding a meeting of the Executive Board shall be the presences of at least 2/3 (two-thirds)of all members of the Executive Board, in person or by proxy.

28.8    All decisions or resolutions of the Executive Board shall require a majority of the votes castboth in person and by proxy in that meeting of fifty percent plus one (50% +1) for such decision or resolution to be validly adopted. In case of an equality of votes, the Chairman shall have the casting vote. Voting shall take place orally or by hand but if a member of the Executive Board so requests, by secret ballot.

28.9    If all members of the Executive Board are present in person at a meeting, they can:
      a-    adopt decisions about matters that were not mentioned in the agenda
              for the meeting; and
      b-    adopt decisions even if the meeting has not beenproperly convened
            , in accordance with the applicable procedures.

28.10    Decisions and resolutions cannot be taken or adopted outside a meeting, except if they are made or adopted in writing and signed by all members of the Executive Board. Each resolution may be issued in multiple counterparts. All counterparts shall, takentogether,constitute an original resolution of the Executive Board.

28.11    Meetings of the Executive Board shall be chaired by the Chairman or in his absence by the Vice-Chairman.

28.12    The Chairman shall appoint at least 1 (one) of the persons to keep its minutes. Any minutes shall include the date, the time and the venue of the meeting, the names of those present, the proxies given and the resolutions or decisions adopted or rejected with the number of votes stated. The minutes of any meeting shall be discussed at the following meeting and after any corrections and approval thereto, be signed by the Chairman of the meeting and the minutes taker of that meeting.
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