Page 112 - Albanian law on entrepreuners and companies - text with with commentary

(2) The Statute may provide that absentee members are allowed to participate in
the General Meeting via correspondence including electronic means, if identification of
the members is guaranteed.
(3) Electronic means includes:
a) real-time transmission of the General Meeting;
b) real-time two-way communication enabling members to address the General
Meeting from a remote location;
c) a mechanism for casting votes, whether before or during the General Meeting,
without the need to appoint a proxy holder who is physically present at the meeting.
(4) The use of electronic means for the purpose of enabling members to participate
in the General Meeting may be made subject only to such requirements and constraints
as are necessary to ensure the identification of members and the security of the
electronic communication, and only to the extent that they are proportionate to
achieving those objectives.
(5) Members may make any decision they are entitled to make under this law or
the Statute by unanimous agreement provided that agreement is evidenced in writing.

Comments:

1. Under the original text of Article 88 (1) of Law No. 9901, unless otherwise provided by
the Articles of association, each share carries one vote. According to this provision, if the
Articles of association do not provide for a different rule, each member would exercise the
same votes in the General Meeting regardless the amount of the contribution.
On the basis of stakeholders’ requests, it was deemed reasonable to provide that the
default voting rights in limited liability company General Meetings would be proportionate to
the members’ contributions, unless otherwise provided for in the Articles of association.

2. The provisions on General Meetings take the recent EU Directive 2007/36/EC into
account which provides an increase of shareholders’ rights when convening and carrying out
General Meetings in listed companies. However the general importance of this standard for
minority protection and its legal recognition and definition of methods of electronic
communication for this context were rightly extended by Albanian law makers to General
Meetings for LLCs and all JSCs.

Article 89
Exclusion of Voting Right
(1) A member may not vote if the General Meeting is deciding:
a) if his performance is acceptable;
b) if he will be released from obligations;
c) iIf the company will pursue any claim against him;
ç) if he will be granted any new benefit.

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