Page 301 - Albanian law on entrepreuners and companies - text with with commentary

(4) Questions arising at a meeting 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 Supervisory Board Members, or of a committee of
Supervisory Board Members, or by a person acting as a Member shall, notwithstanding that
it be afterwards discovered that there was a defect in the appointment of any Member or that
any of them were disqualified from holding 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
Member and had been entitled to vote.
(6) A resolution in writing signed by all Supervisory Board Members entitled to receive
notice of a meeting of the Supervisory Board or a Supervisory Board Committee shall be as
valid and effectual as if it had been passed at a meeting of the Supervisory Board or the
Supervisory Board Committee duly convened and held.

Article 28: Restrictions on Voting of Supervisory Board Members
(1) A Member of the Supervisory Board shall not enter into any arrangement nor vote at a
meeting of the Supervisory Board or a Supervisory Board Committee 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 other 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 Supervisory Board Member 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. Article 148 of the Law applies
correspondingly to the exclusion of a Member from decision making at such a meeting.
(3) If a question arises at a Supervisory Board meeting as to the right of a Member 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 Member other than him/herself shall be
final and conclusive.

Article 29: Minutes of Supervisory Board Meetings
The Supervisory Board shall cause minutes to be made in books kept for this purpose
1. of all appointments made by the Supervisory Board; and
2. of all proceedings at meetings of the Supervisory Board and its Committees, including the
names of the Directors present at each such meeting.

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