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CHAPTER IV Voting Procedures

i.    General principle
ii.    Role of Chairman
iii.    Proxy voting
iv.    Voting power
v.    Approval thresholds
vi.    Decisions in respect of fundamental policy
vii.    Decisions in respect of implementing fundamental policy decisions
viii    Decisions in respect of procedure and any other decisions
ix.    Decision-approval threshold data base

i.    General principle

As a general principle, voting shall be conducted on an open basis, with Directors\' votes forming an integral part of the minutes of the meeting, whether of the full Board or of a Committee of the Board.

ii.    Role of Chairman

The Chairman shall maintain neutrality during discussions by the Board or those of Committees of the Board, if participating in the latter in an ex-officio capacity, including vote last, if and when required to do so.

iii.    Proxy voting

In the event a Director is unable to attend a meeting of the Board or a Committee of the Board, in person, proxy voting is permitted. Failure to attend two consecutive meetings of the Board or a Committee of the Board can result in the withdrawal of the proxy voting privilege, based on decision at Directors\' discretion.

iv.    Voting power

Founding Core Members are entitled to a single vote of equal power. Additional members of the Board, included at a later date, may each be also entitled to a single vote of equal power, based on decision at discretion of founding Core Members.

v.    Approval thresholds

As a general principle, decisions taken by Directors may have different minimum levels of needed approval (thresholds), reflecting the nature of the decision.

a.    Fundamental policy -- Full and general consensus;
b.    Implementation of fundamental policy -- two thirds;
c.    Procedural/any other -- Simple majority.
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