Page 298 - Albanian law on entrepreuners and companies - text with with commentary

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 he/she is not entitled to vote in. 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/woman of the meeting and his/her ruling in relation to any Managing Director
other than him/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
time by the General Meeting but without prejudice to any rights held under an employment
contract with the company.
(2) Managing Directors of the company and of companies in the same group nor persons
related to them in accordance with Article 13 (3) of the Law may be elected as members of
the Supervisory Board. Other restrictions on nomination of Supervisory Board Members are
provided by Article 156 of the Law.
(3) The majority of Supervisory Board Members shall be independent in accordance with
Article 155 (1) and (4) of the Law.
(4) The Supervisory Board may appoint a person who is willing to act to be a Member of the
Supervisory Board, either to fill a vacancy or as an additional Member, provided that the
appointment does not cause the number of Members to exceed the number mentioned in

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