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Draft a quorum article requiring two directors, including one director appointed by each of Shareholder A and Shareholder B, while both have an appointee in office.
Draft one provision permitting a unanimous written board decision by all eligible directors and excluding an ineligible conflicted director from the unanimity count.
Draft a compact conflict procedure requiring declaration, non-participation unless authorised, and preservation of statutory duties.
A draft gives the chair a casting vote on every board matter, including reserved matters. Diagnose the risk and draft a one-sentence carve-out.
During a meeting one of two directors becomes ineligible because of a conflict. Draft the procedural consequence if no quorum remains.
Draft a board-decisions section for Rowan Media Ltd with four directors, two appointed by each founder. Quorum is three including at least one appointee of each founder; ordinary decisions are by majority; the chair has no casting vote; and conflicted directors cannot count or vote unless the eligible directors lawfully authorise participation.
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