Page 297 - Albanian law on entrepreuners and companies - text with with commentary

Article 20: Disqualification and Removal of Managing Directors
The office of a Managing Director shall be vacated if
1.he/she ceases to be a Managing Director by virtue of any provision of the Law including
discharge by the Supervisory Board in accordance with Articles 167 (2), 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 Supervisory Board from meetings of Managing Directors held during that period and 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 Supervisory Board appoints one of the Managing Directors to be the
Chairman/woman of the meetings of Managing Directors and may at any time remove
him/her from that office. The Chairman/woman shall preside at every meeting of Managing
Directors at which he/she is present. But if the Chairman/woman 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/woman 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/woman 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
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

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