64. The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside Saint Lucia as the directors may determine to be necessary or desirable.
65. A director shall be deemed to be present at a meeting of directors if he or she participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.
66. A director shall be given not less than 3 days notice of meetings of directors. A meeting of directors held without 3 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting have waived notice of the meeting and for this purpose, the presence of a director at a meeting shall be deemed to constitute a waiver on his or her part. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.
67. A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him or her and to vote or consent in place of the director.
68. A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only 2 directors in which case the quorum shall be 2.
69. If the Company has only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or the Memorandum or these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes.
70. At every meeting of the directors the Chairperson of the Board of Directors shall preside as Chairperson of the meeting. If there is no Chairperson of the Board of Directors or if the Chairperson of the Board of Directors is not present at the meeting the Vice Chairperson of the Board of Directors shall preside. If there is no Vice Chairperson of the Board of Directors or if the Vice Chairperson of the Board of Directors is not present at the meeting the directors present shall choose someone of their number to chair the meeting.
71. The directors shall cause the following corporate records to be kept—
(a) minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members;
(b) copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and
(c) such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the Company.
72. The books, records and minutes shall be kept at the registered office of the Company.
73. The directors may, by a resolution of directors, designate one or more committees each consisting of one or more directors.
74. Each committee of directors has such powers and authorities as the directors, including the power and authority to affix the Seal as set out in the resolution of directors establishing the committee, except that no committee has any power or authority with respect to the matters requiring a resolution of directors under articles 55 and 59.
75. The meetings and proceedings of each committee of directors consisting of 2 or more members shall be governed with the necessary modifications by the provisions of these Articles regulating the proceedings of directors so far as the same are not suspended by any provisions in the resolution establishing the committee.