SECTION 315

Subject to the provisions of this Uniform Act, the Articles of Association shall set out the rules governing the convening and proceedings of the board of directors’ meetings. P. 89 of 110 The board of directors, convened by its chairman, shall meet as often as necessary and at least once quarterly. However, directors constituting at least one third of the members of the board of directors may, by indicating the agenda of the meeting, convene the board of directors, if it has not met for more than two quarters. The board of directors shall deliberate validly if all its members were called regularly. In case of serious dysfunction of the board of directors and to remedy this, the supervisory board may submit this situation to the ordinary general meeting specially convened for that purpose.