In the event of one or more vacancies on the board of directors due to death or resignation, the
board may co-opt, between two meetings, new directors.
Where the number of directors is below the statutory minimum or where the number of directors
who are shareholders of the company is less than two-thirds of the members of the board, the
board of directors shall, within a period of three months following the vacancy, appoint new
directors to complete the number. Decisions taken by the board during this period shall be valid.
Where the number of directors falls below the legal minimum, the remaining directors shall
immediately convene an ordinary general meeting to complete the number of members of the
board of directors.
Where the board fails to make the required appointments, or to convene a general meeting for
this purpose, any party concerned may, by petition addressed to the president of the competent
court, request the nomination of an agent charged with convening an ordinary general meeting
to make the appointments provided for in this article or to ratify them.
The vacancy and appointments of new directors shall only take effect after the session of the
board of directors held for this purpose.
Appointments by the board of directors of new directors shall be submitted to the very next
ordinary general meeting for ratification.
Where the ordinary general meeting refuses to ratify the new appointments, the decisions of the
board of directors shall nevertheless be valid and shall have all their effects with respect to third
parties.
Paragraph 6
Remuneration
Official translation
Spot-checked
In force from 17 April 1997
Source page 104