Page 280 - Albanian law on entrepreuners and companies - text with with commentary

Title III
General Meetings

Article 13: Convening General Meetings
(1) The Managing Directors may call General Meetings and must do so at least twice every
year. The Directors shall convene the General Meeting in cases where a meeting is required by
Article 136. The Managing Directors shall immediately call a General Meeting if requested to
do so by the shareholders qualified under Article 139 (1) of the Law.
(2) General Meetings shall be called by a letter or electronic mail addressed to each of the
shareholders, including the representative of shares held jointly. The notice of meeting must
give at least twenty-one clear days’ notice. PIN numbers to enable electronic participation in the
meeting and voting shall be issued to each shareholder with the notice of the meeting.
(3) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by any person entitled to receive notice shall invalidate proceedings at that meeting
unless the company proves that the person gave incorrect contact details to the company.

Article 14: Proceedings at General Meetings
(1) No business shall be transacted at any meeting unless the legal quorum as of Article 144 of
the Law is present. Shareholders or proxies may be present by electronic means, including
conference calls, whether audio or audio-visual in accordance with Article 142. Shareholders
participating by electronic means shall be entitled to vote on the production of a PIN number
issued to each shareholder together with the notice of the General Meeting.
(2) The Directors shall nominate a Chairman/woman to preside at the meeting and a person to
keep the record of the meeting.
(3) If no Director is willing to act as Chairman/woman, or if no Director is present within fifteen
minutes after the time appointed for holding the meeting, the shareholders present and entitled
to vote shall choose one of their number to be Chairman/woman.
(4) A Director shall, notwithstanding that he/she is not a shareholder, be entitled to attend and
speak at any General Meeting and at any separate meeting of the holders of any class of shares
in the company.
(5) The Chairman/woman may, with the consent of a meeting at which the legal quorum is
present (and shall if so directed by the meeting), adjourn the meeting, but no business shall be
transacted at an adjourned meeting other than business which might properly have been
transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for
fourteen days or more, at least seven clear days’ notice shall be given specifying the time and
place of the adjourned meeting and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give any such notice.
(6) A resolution put to the vote of a meeting shall be decided on open ballot unless before, or on
the declaration of the result of, a secret ballot is duly demanded. A secret ballot may be
demanded
1. by the Chairman/woman; or

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