Collective Decisions Sample Clauses

Collective Decisions. In the event there are multiple shareholders, collective decisions shall be made, at management's choice, in a Meeting or by written consultation of the shareholders. Nevertheless, a Meeting must be called to vote on the approval of the annual accounts or at the request of one or more shareholders owning half of the shares of capital stock or owning one quarter of the shares of capital stock if they represent at least one quarter of the shareholders. Shareholders shall be called to the Meetings by the management or, if this is not the case, by the Auditor, if such exists, or, if this is not the case, by a representative appointed by the court at the request of any shareholder. One or more shareholders owning half of the shares of capital stock or, if they represent at least one quarter of the shareholders, one quarter of the shares of capital stock, may request that a Meeting be called. Notice of the meeting shall be given by registered letter sent to the shareholders at least fifteen days prior to the date of the meeting. This notice contains the agenda for the Meeting drawn up by the author of the notice of meeting. Any Meeting not duly called may be invalidated. Nevertheless, the action for invalidation shall not be admissible when all the shareholders were present or represented. The Meeting of shareholders meets at the headquarters or at any other location indicated in the notice of meeting. It shall be chaired by the manager or one of the managers or, if neither of them is a shareholder, by the shareholder present and willing who owns or represents the largest number of shares of capital stock. If two shareholders who own or represent the same number of shares are willing, the Meeting shall be chaired by the eldest. All proceedings of the Meeting of shareholders shall be recorded in minutes containing the required information, prepared and signed by the manager or managers, and, as needed, by the chairman of the meeting. In the case of a written consultation, the management shall send to each shareholder, by registered mail, the text of the resolutions proposed as well as the documents necessary for the shareholders' information. The shareholders have fifteen days from the date of receipt of the draft of the resolutions to transmit their vote to the management by registered mail. Any shareholder who has not responded within the time period indicated above shall be considered to have abstained. In the event of a division of ownership, the voting right...

Collective Decisions