Page 268 - Albanian law on entrepreuners and companies - text with with commentary

Article 19: Powers of Managing Directors
(1) The business policies of the company shall be managed and the company represented by
the Managing Directors who may exercise all the powers of the company in accordance with
Articles 167 (2), 154 (1) numbers 1 and 11 to 13, and with Article 158 (3) and (5) of the
Law. Duties which the Law attributes to the Supervisory Board in accordance with Articles
167 (1) and Article 154 (1) numbers 2 to 10 and 13 and Article 154 (2) may not be delegated
to Managing Directors.
(2) No alteration of the Statute by the General Meeting and no direction by the Supervisory
Board shall invalidate any prior act of the Managing Directors which would have been valid
if that alteration had not been made or that direction had not been given.

Article 20: Disqualification and Removal of Managing Directors
The office of a Managing Director shall be vacated if
1. she/he ceases to be a Managing Director by virtue of any provision of the Law including
dismissal by the General Meeting in accordance with Articles 167 (2), 135 (2) no.3;
2. she/he enters into any insolvency;
3. she/he is, or may be, suffering from mental disorder;
4. she/he resigns his office by notice to the company; or
5. she/he shall for more than six consecutive months have been absent without permission of
the Supervisory Board from meetings of Managing Directors held during that period and the
General Meeting, on proposal of the Supervisory Board, resolves that his office be vacated.

Article 21: Proceedings of Managing Directors
(1) Meetings of Managing Directors shall be held as often as the business of the company so
requires.
(2) The quorum for the transaction of the business of the Managing Directors may be fixed
by them and unless so fixed at any other number shall be two.
(3) The General Meeting appoints one of the Managing Directors to be the Chairman of the
meetings of Managing Directors and may at any time remove him/her from that office. The
Chairman shall preside at every meeting of Managing Directors at which he/she is present.
But if the Chairman is unwilling to preside or is not present within five minutes after the
time appointed for the meeting, the Managing Directors present may appoint one of their
number to be Chairman of the meeting.
(4) Questions arising at the meeting of Managing Directors shall be decided by a majority of
votes. In the case of an equality of votes, the Chairman shall have a second or casting vote.
(5) All acts done by a meeting of Managing Directors or by a person acting as Managing
Director shall, notwithstanding that it be afterwards discovered that there was a defect in the
appointment of any Managing Director or that any of them were disqualified from holding
office, or had vacated office, or were not entitled to vote, be as valid as if every such person

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