Common use of Duties, Number and Election of Directors Clause in Contracts

Duties, Number and Election of Directors. The operations of the Company will be carried out by the Board. The number of directors of the Company must be established periodically as indicated in the by-laws and may be increased or decreased periodically as stipulated in the by-laws, under the condition that the number of directors is not less than three or more than seven, unless otherwise provided in this Article. 5. the election of the directors does not necessarily have to be by written vote except as provided in the by-laws. The directors will be divided into three classes designated as Class I, Class II and Class III. Each class will consist, as much as possible, of a third of the total number of directors that constitute the Board. The term of the directors for the initial Class I will end in 2006, the terms of the directors for the initial Class II will end in 2007, and the terms of the directors for the initial Class III will end in 2008. The functions of the initial class will be determined by the Board. In each ordinary shareholders meeting, the successors of the directors whose term will end on such ordinary meeting will be elected and the successors’ term will run for three years. If the number of directors changes, any increase or decrease will be distributed among the classes so that the number of directors in each class remains as homogenous as possible, but under no circumstance will a decrease in the number of directors reduce the term of a director in the current term. Each director will exercise his/her functions up to the ordinary meeting of the year in which his/her term expires and until his/her successor is elected and qualified, subject however, to death, resignation, retirement, incapacity or destitution of such director from his position. In the event the holders of any class or series of preferred shares have the right, through a separate class vote, to elect directors, in accordance with Article 4, then the provisions of such class or series of shares will apply with respect to his/her rights. The number of directors that the holders of any of such classes or series of preferred shares can elect will be in addition to the number established in the preceding paragraph. Articl4.

Appears in 4 contracts

Samples: Concession Agreement for Exploration and Exploitation of Hydrocarbons (Infinity Energy Resources, Inc), Concession Agreement for the Exploration and Exploitation of Hydrocarbons (Infinity Energy Resources, Inc), Concession Agreement for Exploration and Exploitation of Hydrocarbons (Infinity Energy Resources, Inc)

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