Page 308 - Albanian law on entrepreuners and companies - text with with commentary

Article 14: Proceedings at General Meetings
(1) No business shall be transacted at any meeting unless the legal quorum as of Article 86
of the Law is present. Members or proxies may be present by electronic means, including
conference calls, whether audio or audio-visual in accordance with Article 88. Members
participating by electronic means shall be entitled to vote on the production of a PIN number
issued to each member together with the notice of the General Meeting.
(2) The Managing Directors shall nominate a Chairman/woman to preside at the meeting
and a person to keep the record of the meeting.
(3) If no Managing Director is willing to act as Chairman/woman, or if no Managing
Director is present within fifteen minutes after the time appointed for holding the meeting,
the members present and entitled to vote shall choose one of their number to be
Chairman/woman.
(4) A Managing Director shall, notwithstanding that he is not a member, be entitled to attend
and speak at any General Meeting.
(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 by open ballot unless
before, or on the declaration of the result of, the show of hands a secret ballot is duly
demanded. A secret ballot may be demanded
1. by the Chairman/woman; or
2. by a member or members representing not less than five percent of the company’s total
votes. A demand by a person as proxy for a member shall be the same as a demand by the
member.
(7) Unless challenged by a member a declaration by the Chairman/woman that a resolution
has been carried unanimously, or by a particular majority, or lost, or not carried by a
particular majority and an entry to that effect in the minutes of the meeting shall be
conclusive evidence of the fact without proof of the number or proportion of the votes
recorded in favor of or against the resolution.
(8) If the declaration is challenged a secret ballot shall be carried out to determine the
number of votes cast for and against the resolution.

Article 15: Votes of Members
(1) Subject to any rights or restrictions attached to any shares, each share of a member who
(being an individual) is present in person or by proxy or (being a company) is present by a
duly authorized representative or by proxy shall have one vote.

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