1. The Board meeting shall not be considered valid, unless all of its members are invited to attend and with the attendance of their majority.

2. A member is considered present, if he/she attends personally or through any modern communication means.

3. A member may proxy any other member to attend and vote on their behalf. In such case, the attending member shall have two votes, provided that each member cannot represent more than one member. The number of attending members shall not be less than half of the number of Board members. 

4. Remote voting is not allowed. The proxy member shall vote on behalf of appointing member in accordance with the proxy provided thereto.

5.The Board resolutions shall be issued by the majority of the attending and proxy members. In case of any tie, the Chairman’s shall have a casting vote.

6. The Board may issue a resolution by circulation and without the need for meeting in accordance with terms and procedures approved by the Board.

7. Notwithstanding any regulations approved by the Board, the Board secretary shall take the minutes for all meetings. The minutes shall be signed by all attending members and secretary of the Board. Objecting members have the right to record his/her objection in minutes of meeting. Signatories on minutes shall be responsible for the accuracy of minutes’ contents.

8. The member who has any common or conflicting interest related to any business presented before the Board for discussion and approval shall notify the Board with such conflict and records it in the minutes of the meeting. The member with the conflicting interest cannot vote on the conflicting item.

9. Should a member fail to notify the Board according to sub-article (8) of this article, the Company or any shareholder may approach the competent court to repeal the related contract or order the defaulting member to transfer any benefit or profit generated by such transactions to the Company.

10. The Board shall develop the necessary mechanism to avoid any conflict of interest and ensure disclosure in accordance with the provisions of sub-article eight of  this article