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Constitution

Revised in September, 2014

ARTICLE VII

Section 1. BOARD OF GOVERNORS
The Board of Governors, subject to the provisions of the Constitution and By-Laws, shall vote on and approve policies proposed by the Executive Committee and shall direct and regulate the affairs of the Chamber, and shall act in its name. Governors (excluding officers) shall serve as Chairman or Co-Chairman of at least one Standing, or Special Committee or put forward a candidate from his or her company for consideration and must attend three quarters of all regularly called Board of Governors meetings when in country or unless otherwise excused by the Chairman. Should the Governor fail to attend the minimum number of meetings, his or her resignation shall be tendered to the Chairman who shall use his or her discretion on acceptance of such resignation. Members of the Board of Governors shall be ex-officio members of all Standing Committees.
Section 2. MEETING OF BOARD
The Board of Governors shall schedule its own meetings chaired by the Chairman or in his or her absence by the senior Vice Chairman (Article V, Section 1(f)) and regulate its own proceedings. It shall hold a meeting at least once each quarter and participation in such meeting may be done through electronic methods, including video conference, teleconference and other generally accepted business communication methods subject to the Chairman's approval.
Section 3. ANNUAL REPORT
An annual report shall be rendered each year by the Board of Governors to the membership incorporation reports of Standing and Special Committees, the Treasurer and the President, and such other activities as may be deemed appropriate.
Section 4. AUDIT OF ACCOUNTS
An annual audit conducted by an outside accounting firm shall examine and report on all financial accounts and provide a financial statement and independent auditors report to the Board of Governors each year.
Section 5. QUORUM
The quorum required to convene a Board meeting shall be the presence of the majority voting members of the Board of Governors which can be met by a physical presence at the meeting or participation through phone, video conferencing or other generally accepted business communication methods.
Section 6. VOTES
Resolutions at a Board meeting shall be passed by the affirmative vote of the majority of the voting members of the Board of Govenors at a duly held meeting at which a quorum is present and/or via email (or other generally accepted business communication methods).
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