ESTRO Articles of Association Internal rules of Procedure

Section 4. CESSATION OF MEMBERSHIP OF THE BOARD OF DIRECTORS

A Director may resign at any time.

A Director will cease to be a member of the Board of Directors for one of the following reasons a. dismissal by the General Assembly in accordance with Article 5 Section 4, which may occur at any time; b. termination of his/her mandate; c. decease of the director.

Section 5. MEETINGS

The Board of Directors shall hold at least four (4) regular meetings each year. The meetings shall be chaired by the President who shall call the meetings of the Board of Directors. In case of absence of the President, the meetings of the Board of Directors may be called by the President-Elect or the Past President, at the request of not less than three (3) Directors. The meetings shall be held at the registered seat of the Association or at any such place as indicated in the convening notices. Deliberations of the Board of Directors may take place at a physical meeting, by electronic means, conference call, or in writing. A director taking part to a meeting of the Board of Directors via electronic means or conference call shall be deemed to be present in person at the meeting and shall be entitled to vote and to be counted in a quorum accordingly.

Section 6. NOTICE

Notice of the time, place, and agenda of any meeting of the Board of Directors shall be given by e-mail to the last recorded address of each Director by the President, not less than twenty (20) days prior to the date of the meeting.

Section 7. QUORUM AND VOTING

The presence in person or by proxy-holder of at least 50% of the Directors shall constitute a quorum for the transaction of business. The Board of Directors shall vote by either an open count or, at the request of any Director or Director’s proxy, by secret ballot, and the results shall be tabulated and reported by the President. Every decision of the Board of Directors shall be made by a simple majority of the votes of the Directors present or represented, and in the event of abstention of one or more among them, by the majority of the other directors. In the event of a tied vote the vote of the President shall be decisive. The voting rights of a Director may be granted by proxy to another member of the Board of Directors. A proxy holder may only hold one power of attorney for the same meeting. In those cases where decisions of the Board of Directors aremade the subject of a written or electronic vote, those eligible to cast ballots shall return the vote to the Society in care of the Association's office. At the time fixed for the counting of the vote, the President shall open the ballots, canvass the same and report the results in writing to the Directors.

Section 8. REPRESENTATION

The Association is validly represented towards third parties, before the courts and in official deeds, including those for which the intervention of a civil servant or a notary is required, by any two of the following persons acting jointly: the President, the President–Elect, Past President or the Treasurer.

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