PCLN » Topics » 34. PROCEEDINGS OF DIRECTORS

This excerpt taken from the PCLN 8-K filed Sep 29, 2005.

34.          PROCEEDINGS OF DIRECTORS

 

34.1         Subject to the provisions of the Articles, the directors may regulate their proceedings as they think fit.  A director may, and the secretary at the request of a director shall, call a meeting of the directors.  Notice of a meeting of the directors shall be deemed to be properly given to a director if it is given to him personally or by word of mouth or sent in writing or by electronic communication to him at his last known address or any other address given by him to the Company for this purpose.  A director absent or intending to be absent from the United Kingdom may request that notices of directors’ meetings shall during his absence be sent in writing or by electronic communication to him at an address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to directors not so absent and, if no such request is made to the directors, any director may waive notice of a meeting and any such waiver may be retrospective.

 

34.2         Questions arising at a meeting shall be decided by a majority of votes.  In the case of an equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have.  A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

 

34.3         The quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number shall be two, except when there is only one director, provided that, in the event that one or more Priceline Directors holds office, at least one Priceline Director is present.  If there is only one director, he may exercise all the powers and discretions conferred on directors by the Articles.  A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

 

34.4         The directors may appoint one of their number to be the chairman of the board of directors and may at any time remove him from that office.  Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present.  But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.

 

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34.5         All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

 

34.6         A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors; but a resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.

 

34.7         The contemporaneous connection of a number of the directors not less than the quorum, regardless of physical location, by any means of electronic communication, shall be deemed to constitute a properly held meeting of the directors so long as the following conditions are met:

 

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