Minimum number of meetings and quorum

(1) The directors of a local licensee shall meet at least four times during each financial year. (2) Written records of the proceedings and decisions of all meetings of the Board of Directors shall be kept and maintained by every local licensee, and it shall be the personal responsibility of the principal officer of the licensee and of the Secretary of the Board of Directors to ensure the maintenance and safe-keeping of such records of the proceedings and decisions. (3) Three directors shall constitute a quorum at any meeting of directors, and two directors shall constitute a quorum at any meeting of a committee of directors unless otherwise specified in this Act, or such greater number in either case as may be established by the Memorandum and Articles of Association of the local licensee, provided that the directors that constitute the audit committee referred to in Section 44 of this Act cannot constitute a quorum for a meeting of directors if the business of such meeting of directors includes the receipt or consideration of a report from the audit committee or matters arising therefrom. (4) In every case where a committee of the Board of Directors is established, the following shall apply– (a) at least one non-executive director, that is, a director who is not an employee of the licensee, its subsidiaries, affiliates, or its holding company, must be a member of such 100 Committee and must be present during an entire meeting of such Committee for that meeting to be lawful; (b) written records of the proceedings and decisions of all meetings of such Committee shall be kept and shall be maintained together with the written records of the proceedings and decisions of the Board of Directors. The principal officer and the Secretary of the Board of Directors of the licensee shall be personally responsible for the maintenance and safe-keeping of the records of proceedings and decisions of the Committee; (c) the Committee may be established only by the Board of Directors, draw its authority only from that Board, and shall report in writing to any meeting of the Board all of its proceedings, decisions and activities since the last such report.