Subject to Article 10.3, only members of the Governing Council present in person shall have the right to vote. By way of derogation from this rule, the Rules of Procedure referred to in Article 12.3 may lay down that members of the Governing Council may cast their vote by means of teleconferencing. These rules shall also provide that a member of the Governing Council who is prevented from voting for a prolonged period may appoint an alternate as a member of the Governing Council. Subject to Articles 10.3 and 11.3, each member of the Governing Council shall have one vote. Save as otherwise provided for in this Statue, the Governing Council shall act by a simple majority. In the event of a tie the President shall have the casting vote. In order for the Governing Council to vote, there shall be quorum of two-thirds of the members. If the quorum is not met, the President may convene and extraordinary meeting at which decisions may be taken without regard to the quorum. 10.3. For any decisions to be taken under Articles 28, 29, 30, 32, 33 and 51, the votes in the Governing Council shall be weighted according to the national central banks' shares in the subscribed capital of the ECB. The weight of the votes of the members of the Executive Board shall be zero. A decision requiring a qualified majority shall be adopted if the votes cast in favour represent at least two thirds of the subscribed capital of the ECB and represent at least half of the shareholders. If a Governor in unable to be present, he may nominate an alternate to cast his weighted vote. 10.4. The proceedings of the meetings shall be confidential. The Governing Council may decide to make the outcome of its deliberations public. 10.5. The Governing Council shall meet at least ten times a year. ARTICLE 11 The Executive Board 11.1. In accordance with Article 109a(2)(a) of this Treaty, the Executive Board shall comprise the President, the Vice-President and four other members. The members shall perform their duties on a full-time basis. No member shall engage in any occupation, whether gainful or not, unless exemption is exceptionally granted by the Governing Council. 11.2. In accordance with Article 109a(2)(b) of this Treaty, the President, the Vice-President and the other Members of the Executive Board shall be appointed from among persons of recognized standing and professional experience in monetary or banking matters by common accord of the governments of the Member States at the level of the Heads of State or of government, on a recommendation from the Council after it has consulted the European Parliament and the Governing Council. Their term of office shall be 8 years and shall not be renewable. Only nationals of Member States may be members of the Executive Board. 11.3. The terms and conditions of employment of the members of the Executive Board, in particular their salaries, pensions and other social security benefits shall be the subject of contracts with the ECB and