Page 113 - Albanian law on entrepreuners and companies - text with with commentary

(2) Where a member is represented by a proxy, the proxy shall be deemed to be in
the same position regarding conflicts of interest as the member he represents.

Comments:

1. The conflict of interest clause of Article 89 also applies to a controlling member in a
parent and subsidiary situation. (Article 207): he is not allowed to vote if the General Meeting
decides to control his conduct. This is compulsory when: if his performance is not acceptable;
he will be released from any of his obligations, or if company claims against him are voted or
if he would be granted any new benefit. See also the Comments to the general rules on
conflicts of interest of Article 13.

2. We should also mention in this context, that there is an ‘intrinsic’ limitation to each
voting right with respect to the fiduciary duties established by Article 14 (1). The vote must
be exercised in a way that is bona fide for the benefit of the company and the other members.
That means, above all, that managers’ breach of duty may not simply be ratified by the
General Meeting. Such voting would be abusive according to Article 14 (1). See also
Comments to Directors’ fiduciary, after Article 98.

Article 90
Minutes of Meeting
(1) Each decision of the General Meeting must be recorded in the minutes. The
Managing Director is responsible for keeping a copy of the minutes.
(2) The minutes must contain the following: date of the meeting, agenda, name of
the chairman and the record keeping person, voting results.
(3) The list of participants shall be attached to the minutes as well as the method of
convening of the General Meeting.
(4) The minutes must be signed by the chairman and the record keeping person.
(5) If the company has a website, the Managing Director shall post a copy of the
minutes on the company’s website within 15 days after the General Meeting.

Article 91
Special Investigation
(1) The General Meeting may decide to initiate a special investigation to be carried
out by an independent auditor with respect to irregularities during formation or in the
conduct of ongoing business.
(2) Members representing at least 5% of the total votes of the company or a
smaller amount envisaged by the Statute and/or any company creditor may request the
General Meeting to nominate a special independent auditor on the grounds that there is
a serious suspicion of breach of law or Statute. If the General Meeting refuses to
nominate the special independent auditor, the mentioned members or creditors may ask

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