Article 13. The Board of Directors’ administrative proceedings
The Board of Directors shall meet regularly upon being convened by the Board Chair to consider current matters that fall within its remit. The Board shall discuss matters at meetings, unless the Board Chair finds that the matter may be submitted in writing or considered satisfactorily in another manner. The Board Chair shall ensure that the Board members are able, as far as possible, to take part in joint consideration of matters that are considered without a meeting being held. The Board members may jointly or individually demand that a matter be considered at a Board meeting rather than in writing or in another manner.
The annual financial statement and annual report shall be considered at a meeting.
The Board members may jointly or individually demand that the Board of Directors consider specific matters.
The proceedings of the Board of Directors are headed by the Board Chair or in the Chair's absence by the Deputy Chair. If neither of them is participating, the participating Board members shall choose a chair to head the Board proceedings.
There is a quorum if more than half of the members of the Board of Directors or their personal deputies are present or are participating in the Board's proceedings.
The Board of Directors may not, however, make a decision unless all the Board members have, as far as possible, been given the opportunity to take part in the Board's proceedings. If a Board member is unable to participate in the Board's proceedings, his/her personal deputy shall be given a similar opportunity to participate in such proceedings.
The Board of Directors makes its decisions by a simple majority of the votes of those persons participating in the Board's proceedings. In order for a resolution to be valid, those who vote in favour of the decision must constitute more than one-third (1/3) of the total number of Board members. In the event of a tied vote, the meeting's chair shall have the casting vote. Decisions regarding Statistic Forum and the Nordic Marine Insurance Statistics (NoMIS) require the support of a majority of the members of the Board of Directors who also supply data to and are parties to the NoMIS joint cooperation.
The Board of Directors shall keep minutes of its proceedings. The minutes shall at a minimum state the time and place of the meeting, the participants, method of procedure and the decisions made by the Board. The minutes shall show that the proceedings satisfy the quorum requirements, and that as far as possible all the Board members were given an opportunity to participate. If a decision of the Board of Directors is not unanimous, which members voted in favour of or against the decision shall be stated in the minutes. A Board member who does not agree with a decision may require that his opinion be recorded in the minutes.
The minutes shall be signed by all the Board members who participated in the Board's proceedings. The Board of Directors may choose two persons to sign the minutes. In such case, a transcript of the minutes shall be sent to all the Board members with a time limit for comments, which they may require to be included in the minutes.