Page 285 - Albanian law on entrepreuners and companies - text with with commentary

1. he/she ceases to be a Director by virtue of any provision of the Law including Articles 157
and 158 (7).
2. he/she enters into any insolvency;
3. he/she is, or may be, suffering from mental disorder;
4. he/she resigns his/her office by notice to the company; or
5. he/she shall for more than six consecutive months have been absent without permission of the
other Directors from meetings of Directors held during that period and the Directors resolve that
his/her office be vacated.

Article 23: Special Investigation and Supervision
Any person(s) qualified to request the nomination or replacement of a special auditor under
Article 150 of the Law or to request the Board of Directors to perform supervisory duties in
special cases under Article 165 shall do so by filing a document, certified notarially that he/she
(they) is/are qualified to take the relevant course of action and deposit it at the registered seat of
the company.

Article 24: Directors’ Remuneration and Expenses
(1) Members of the Board of Directors and Managing Directors shall be entitled to remuneration
as the General Meeting, based on the remuneration scheme established by the Board, may by
ordinary resolution determine in accordance with Article 160 (1) of the Law.
(2) If so approved by the General Meeting, the Board may provide benefits, whether by the
payment of gratuities or pensions or by insurance or otherwise, for any Director who has held
but no longer holds any executive office or employment with the company or with any body
corporate which is or has been a subsidiary of the company or a predecessor in business of the
company or of any such subsidiary, and for any member of his/her family (including a spouse
and a former spouse) or any person who is or was dependent on him, and may (as well before as
after he/she ceases to hold such office or employment) contribute to any fund and pay premiums
for the purchase or provision of any such benefit.
(3) The Directors may be paid all traveling, hotel, and other expenses properly incurred by them
in connection with their attendance at meetings of Directors or committees of Directors or at
General Meetings or separate meetings of the holders of any class of shares or of debentures of
the company or otherwise in connection with the discharge of their duties.

Article 25: Proceedings of the Board of Directors
(1) Meetings of the Board of Directors shall be held as often as the business of the company so
requires, but at least twice in one year unless the General Meeting decides by ordinary
resolution on a different frequency.
(2) The quorum for the transaction of the business of the Directors is that set in Article 162.
Directors may participate in the meeting by electronic means including video and audio
conferencing. They may participate in voting by using a PIN number issued to each Director on
appointment.

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