12. An instrument or agreement executed on behalf of a port authority is not invalid merely because a corporate seal is not affixed to it.
13. (1) A certificate issued on behalf of a port authority stating any fact that is set out in the letters patent, by-laws, minutes of a meeting of the board of directors or a committee of directors, or in a trust indenture or other contract to which the port authority is a party, may be signed by a director or officer of the port authority.
(2) When introduced as evidence in a civil, criminal, administrative, investigative or other proceeding, the following things are, in the absence of evidence to the contrary, proof of the facts so certified without proof of the signature or official character of the person appearing to have signed the certificate:
(a) a fact stated in a certificate referred to in subsection (1); and
(b) a certified copy of minutes or a certified extract from minutes of a meeting of the board of directors or a committee of directors.
DIRECTORS AND OFFICERS
Meetings of Board of Directors and Committees of Directors
14. (1) Subject to the letters patent and the by-laws, the board of directors or a committee of directors of a port authority may meet at any place if reasonable notice is given.
(2) The notice of a meeting of directors shall specify any of the following matters that are to be dealt with at the meeting, but, unless the by-laws provide otherwise, need not specify any other business to be transacted at the meeting:
(a) filling a vacancy in the office of chairperson or auditor;
(b) approving the annual financial statements;
(c) approving a borrowing;
(d) adopting a land use plan or business plan;
(e) adopting, amending or repealing by-laws; and
(f) authorizing or ratifying any activity carried on or to be carried on, or any power exercised or to be exercised, by a subsidiary of the port authority.
(3) A director may in any manner waive notice of a meeting of directors, and the attendance of a director at a meeting is a waiver of notice of the meeting, except if a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
(4) Notice of an adjourned meeting is not required to be given if the time and place of the adjourned meeting are announced at the original meeting.
(5) Subject to the by-laws, a director may attend a meeting by means of any telephonic, electronic or other communications facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting, and a director participating in the meeting by those means is present at the meeting for the purposes of these Regulations.
Resolution in lieu of Meeting
15. (1) A resolution in writing signed by all the directors entitled to vote on the resolution is as valid as if it had been passed at a meeting of the board of directors or of a committee of directors, as the case may be.
(2) A copy of every resolution shall be kept with the minutes of the proceedings of the board or committee.
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