A. Five (5) Board
members shall constitute a quorum of the Board. If five (5) Board members are
present at the beginning of any meeting, then a quorum exists for the
transaction of the business. If any Board member(s) leaves a meeting at which a
quorum was originally present, so that less than five (5) Board members remain,
a quorum shall be deemed to continue to exist. Notwithstanding the foregoing, a
majority of those present and voting is necessary for approval of an
application or other action, and the affirmative vote of at least four (4)
Board members is required to approve an investment.
B. No Board member may participate in a vote
on an application where that member has a direct or indirect pecuniary interest
in the outcome of the vote. Every interest of a Board member in any matter
before the Board must be disclosed to the Board.
C. In cases where the Board approves an
investment, the Board or an authorized subcommittee may issue a term sheet
outlining the terms and conditions of the investment. In cases where the
application for an investment from the Program Funds are denied, the Board
shall issue (or cause to be issued) a letter of denial, which includes an
explanation for the denial.
Board shall have a physical location for each meeting at which members of the
public may attend. Board members may participate in meetings by teleconference.
Board members participating in the meeting by teleconference shall not be
entitled to vote nor be deemed present for the purposes of determining a
quorum, except in cases when the Chair of the Board determines the allowance of
votes by those members participating by teleconference, and the counting of
such members towards a quorum is necessary to avoid undue hardship to an
applicant for an investment.