SECTION 429

In the event of vacancy of one or more directors, due to death or resignation, the board of directors may appoint new directors between two meetings. Where the number of directors falls below the minimum set in the articles of association, the board of directors must, within three (3) months from the day the vacancy occurs, appoint new directors in order to complete the number of members. Board resolutions passed during such period shall remain valid. When the number of directors falls below the statutory minimum, the remaining directors shall immediately call the ordinary general meeting in order to complete the number of the members of the board of directors. Where the board neglects to proceed with the required appointments, or to call the general meeting to this effect, any interested party file a motion with the competent court for the appointment of an agent in charge of calling the ordinary general meeting for the purpose of proceeding with the appointments prescribed in this article or to ratify them. The vacancy and appointments of new directors shall take effect only at the end of the meeting of the board of directors held for this purpose. Appointments by the board of new directors are subject to ratification by the next ordinary general meeting. In the event the ordinary general meeting refuses to ratify the new appointments, the decisions taken by the board of directors shall remain valid and produce their effect with respect of third parties. Compensation