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Article NO. Content

Title:

Sample Template for XXX Co., Ltd. Rules of Procedure for Board of Directors Meetings  CH

Amended Date: 2020.06.03 
Categories: Corporate Governance
Article 13     (Voting—I)
    When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.
    When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote.
    One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to make a decision:
  1. A show of hands or a vote by voting machine.
  2. A roll call vote.
  3. A vote by ballot.
  4. A vote by a method selected at this Corporation's discretion.
    "Attending directors," as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 15, paragraph 1.