Section 13 CAP. 35.05 13 14 15 Tuvalu Telecommunications Corporation Act Acting Directors (1) If the Minister is satisfied that a Director of the Corporation is incapacitated by illness, absence, or other sufficient cause from performing the duties of Director, the Minister may appoint a person to act for that Director during that period of incapacity. (2) An acting Director appointed under subsection (1) of this section is, while acting as such, deemed for all purposes to be a Director of the Corporation. Chairman and Deputy Chairman (1) The Minister shall appoint a Deputy Chairman of the Board Deputy Chairman to assist the Chairman appointed under paragraph (a) of subsection (1) of section 12 of this Act and both appointments shall be for such periods as the Minister determines but the appointments shall cease immediately on the Chairman or Deputy Chairman ceasing to be a Director. (2) The Chairman or Deputy Chairman may resign that appointment by giving notice in writing to the Minister. (3) The Minister may by notice terminate the appointment of the Chairman or Deputy Chairman but shall disclose the reasons for so doing. Meetings of Board (1) The Board shall meet as often as the business of the Board Corporation may require but not less frequently than once in every 2 months.5 (2) Board meetings shall be at such times and places as the Board shall determine or as the Chairman, or, if the Chairman is absent the Deputy Chairman, shall direct. (3) The Chairman or if the Chairman is absent the Deputy Chairman, shall be chairman at meetings of the Board and in the absence of both from any meeting or any part of a meeting one of the Directors shall be appointed by the Board at or during the meeting to be chairman of that meeting or part of a meeting. (4) Three Directors shall form a quorum at a meeting of the Board. (5) Each Director shall have one vote. (6) Questions arising at a Board meeting shall be resolved by a simple majority of the votes of the Directors present and voting except that in the event of an equality of votes, the Chairman of the meeting or part of a meeting shall have a second or casting vote. Page 12 2008 Revised Edition