Page 269 - Albanian law on entrepreuners and companies - text with with commentary

had been duly appointed and was qualified and had continued to be a Managing Director
and had been entitled to vote.
(6) A resolution in writing signed by all the Managing Directors entitled to receive notice of
a meeting of managing directors shall be as valid and effectual as if it had been passed at a
meeting of Managing Directors duly convened and held.

Article 22: Restrictions on Voting of Managing Directors
(1) A Managing Director shall not enter into any arrangement nor vote at a meeting of
Managing Directors on any resolution concerning a matter in which he/she has, directly or
indirectly, an interest or duty which is material and which conflicts or may conflict with the
interests of the company in accordance with Article 13 of the Law unless at a meeting of the
Supervisory Board all members have agreed to
1. authorize his/her entry into such an agreement and
2. authorize him/her to vote on any such matter.
The authorization may be general or specific to a particular matter. The last sentence of
Article 13 (2) and Article 13 (5) apply.
(2) A Managing Director shall not be counted in the quorum present at a meeting in relation
to a resolution on which she/he is not entitled to vote. Article 148 of the Law applies
correspondingly to the exclusion of a Managing Director from decision making at such a
meeting.
(3) If a question arises at a meeting of Managing Directors as to the right of a Managing
Director to vote, the question may, before the conclusion of the meeting, be referred to the
Chairman of the meeting and his/her ruling in relation to any Managing Director other than
himself/herself shall be final and conclusive.

Article 23: Minutes of Managing Directors’ Meetings
The Managing Directors shall cause minutes to be made in books kept for this purpose
1. of all appointments made by the Managing Directors; and
2. of all proceedings at General Meetings, at meetings of holders of any class of shares or
Supervisory Board meetings that they participated in, and at meetings of Managing
Directors, including the names of the Managing Directors present at each such meeting.

Title V
Supervisory Board

Article 24: Nomination of Supervisory Board Members
(1) The General Meeting nominates at least three or a higher uneven number, but not more
than 21 natural persons as Members of the Supervisory Board in accordance with Articles
135 (2), no. 3, 167 (4), 155 (2) of the Law. The nominations shall be individually the subject
of an ordinary resolution which, if passed leads to the election of the nominated person as
Member of the Supervisory Board. Supervisory Board Members may be dismissed at any

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