8.2 Each of the representatives of the Parties shall have one vote. In the case of a deadlock the independent chairperson shall have a casting vote.
8.3 The Director and the Deputy Director shall not have a vote.
8.4 Each Party may at any time and from time to time remove its representative on the Board and appoint another representative in that person's stead. Such appointment and removal shall be effective only upon receipt of notice in writing to the chairperson.
8.5 The Board must regulate its own proceedings (including mode of operation, frequency of meetings, minutes) and shall meet in person, by telephone or by video link-up and the like, provided however that the Board shall meet at all times necessary for it to discharge its obligations as set out in this Agreement in a proper and timely manner and at least once every six months commencing on the Commencement Date. The Board will meet whenever the Parties determine or when a meeting is called by a Board member provided that not less than fourteen days written notice has been given to all other Board members.
8.6 The amendment of the Objectives, the change of legal status of the Centre and the admission of a new party to the Centre shall require unanimous approval from the Board. All other resolutions to be decided by any meeting of the Board must be decided by majority of the voting rights of the representatives present.
8.7 Should a place on the Board become vacant, that position shall be replaced by the Party whom the vacating member represents, whether that vacancy is casual or otherwise.
8.8 Each Party may from time to time, and with the approval of the Board, appoint any person as an alternate member in place of its member, whether for a stated period or periods, or until the happening of a specified event, or from time to time, whenever by absence or illness or otherwise a member is unable to attend to duties as a member. The appointment shall be in writing, signed on behalf of the Party and a copy of the appointment shall be given to the Secretary, or other officer authorised by the Board, at least twenty-four hours before the meeting which the alternate is due to attend (or such other time as the Board permits). The appointment of the alternate shall be co-terminous with that of the member whom he or she represents. If the alternate fails to attend two consecutive meetings the chairperson may consult with the Party whom the alternate represents with a view to having that Party nominate another representative.
8.9 The quorum for the Board shall be the chairperson and two representatives, one from each Party.
8.10 Subject to sub-clause 8.11, any approval, decision or determination which the Board is competent to give or make may be submitted to the members of the Board for consideration and vote, without holding a meeting, and the vote shall be treated as a vote made at a meeting of the Board, PROVIDED THAT:
(b) each member or his alternate has a period of at least five days (or such other agreed period) after receiving notice of the matter to vote on the matter; and
(c) within such period, no member requests that such matter be considered at a meeting of the Board.
8.12 The written record of each decision made under clauses 8.10 and 8.11 shall be kept by the Secretary, or other officer authorised by the Board, and a copy shall be distributed to each member of the Board, as soon as practicable after the vote is taken.