Page 311 - Albanian law on entrepreuners and companies - text with with commentary

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 Managing Directors from meetings of Managing Directors held during that period
and the General Meeting, on proposal of the other Managing Directors, resolves thatches/her
office be vacated.

Article 21: Remuneration, Other Benefits and Expenses of Managing Directors
(1) The Managing Directors shall be entitled to such remuneration as the General Meeting
may by ordinary resolution determine in accordance with Article 97 of the Law.
(2) The General Meeting may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any person who has held but no longer holds any
executive office or employment with the company or with anybody 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/her, 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 Managing Directors may be paid all traveling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of Managing Directors or
committees of Managing Directors or 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 22: Proceedings of Managing Directors
(1) Meetings of Managing Directors shall be held as often as business matters of the
company so require.
(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 General Meeting shall appoint one of the Managing Directors as 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 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 Managing Directors, or of a committee of Managing
Directors, or by a person acting as a 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 were not entitled to vote, be as

310