Board Decisions. The Board shall manage the business and affairs of the ----------------- Company. Board issues shall be decided by the approval by vote of any four (4) directors present at a duly constituted meeting of the Board except that the approval by vote of all seven (7) the directors present at a duly constituted meeting of the Board shall be required for each of the issues set out below: 8.6.1 any amendment to the Company's Articles of Association; 8.6.2 any increase. in the registered capital of the Company other than an increase in the registered capital resulting from a requirement to contribute monies pursuant to article 5.5. Such increases are hereby approved in advance by the Shareholders, and the Shareholders each agree to cause the Board to vote in favour thereof; 8.6.3 any merger of the Company with any other economic organization, or the creation of another joint venture entity together with some other economic organization; and 8.6.4 dissolution of the Company for any reason prior to the expiry of the Duration of the Joint Venture provided always, however, that if unanimous approval of all the directors is not achieved in this regard at any Board meeting duly convened for such purpose, a resolution for such dissolution may be effectively passed at the next Board meeting duly convened for such purpose if approved by the votes of at least four (4) of the seven (7) directors at such later meeting.
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Sources: Joint Venture Agreement (Pan Asia Mining Corp), Joint Venture Agreement (Pan Asia Mining Corp)