The Board of Directors shall consist of at least five and not more than ten directors, together with the number of deputy directors decided by the Committe.
In additon two board members and two deputy board members shall be elected by and from among the employees of the Club. If a director elected by the employees terminates his / her employment with the Club, he / she shall also retire as a director.
The Board of Directors shall meet regularly, called by the Chairman of the Board in order to deal with relevant matters. The Board shall deal with matters in meetings, unless the Chairman of the Board finds that the matter can be submitted in writing or dealt with in an otherwise satisfactory manner. The Chairman of the Board shall ensure that the board members whenever possible can participate in a collective consideration of matters that are to be dealt with outside meetings. Any director or the Managing Director of the Club may require a board meeting to be called.
The annual financial statement and annual report shall be dealt with in a meeting.
Any director or the Managing Director of the Club may require the Board of Directors to deal with specific matters.
The board meetings are conducted by the Chairman or in his absence the Deputy Chairman. If neither of these are present, then the participating directors will elect a chairman from those present.
The Board of Directors forms a quorum when more than half of its directors are present or participate in the proceedings.
The Board of Directors can nevertheless not adopt resolutions unless all members of the board have as far as possible been given the opportunity to participate in the proceedings.
In cases of absence and when there is a deputy, the deputy shall be called.
Resolutions of the Board of Directors require the supporting vote of a majority of the votes of the directors who participate in the consideration of matters. For a decision to be valid, the directors in favour of the resolution must make up more than one-third of all the directors. In the event of a tie, the Chairman has the casting vote.
The Board of Directors shall keep minutes of its meetings. The minutes shall as a minimum state the time and place of the meeting, the participants, the mode of procedure and the Board’s resolution. It shall be evident that the necessary quorum was reached and that all the directors were as far as possible given the opportunity to participate and that deputy board members were called in cases of absence.
If a board resolution is not unanimous, the minutes shall specify who voted for and against the resolution. Board members and the Managing Director who do not agree on a resolution may require their opinion to be recorded in the minutes.
The minutes shall be signed by all directors present at the meeting. The Board of Directors may elect two of its members to sign the minutes. In such case, a copy of the minutes shall be sent at all directors with a deadline for comments, which on demand shall be included in the minutes.