Delegation of Investment Authority to Agent The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Society’s property that a prudent investor might delegate in accordance with ordinary business practice. PROCEEDINGS OF BOARD Meetings Meetings of the Board may be held at any time and place determined by the Board. Notice of Board Meetings Meetings of the Board may be held at any time and place determined by the Board provided that two (2) days’ notice of such meeting will be sent to each Director. However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting was decided or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary. Participation by Electronic Means The Board may decide, in its discretion, to hold any meeting or meetings of the Board in whole or in part by Electronic Means. Quorum The Board may from time to time fix the quorum necessary to transact business and, unless so fixed, the quorum will be a majority of the Directors. Director Conflict of Interest A Director who has a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Society, or a matter for consideration by the Directors: will be counted in the quorum at a meeting of the Board at which the contract, transaction or matter is considered; will disclose fully and promptly the nature and extent of his or her interest in the contract, transaction or matter; is not entitled to vote on the contract, transaction or matter; will absent him or herself from the meeting or portion thereof: at which the contract, transaction or matter is discussed, unless requested by the Board to remain to provide relevant information; and in any case, during the vote on the contract, transaction or matter; and refrain from any action intended to influence the discussion or vote.
Delegation of Investment Authority to Agent The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Society’s property that a prudent investor might delegate in accordance with ordinary business practice. PROCEEDINGS OF BOARD Meetings Meetings of the Board may be held at any time and place determined by the Board. Notice of Board Meetings Meetings of the Board may be held at any time and place determined by the Board provided that two (2) days’ notice of such meeting will be sent to each Director. However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting was decided or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary. Participation by Electronic Means The Board may decide, in its discretion, to hold any meeting or meetings of the Board in whole or in part by Electronic Means. Quorum The Board may from time to time fix the quorum necessary to transact business and, unless so fixed, the quorum will be a majority of the Directors. Director Conflict of Interest A Director who has a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Society, or a matter for consideration by the Directors: will be counted in the quorum at a meeting of the Board at which the contract, transaction or matter is considered; will disclose fully and promptly the nature and extent of his or her interest in the contract, transaction or matter; is not entitled to vote on the contract, transaction or matter; will absent him or herself from the meeting or portion thereof: at which the contract, transaction or matter is discussed, unless requested by the Board to remain to provide relevant information; and in any case, during the vote on the contract, transaction or matter; and refrain from any action intended to influence the discussion or vote.
ASBC-Replacement-Bylaws-Societies-Act.docx