Notwithstanding the provisions of Article 294 above, the board of directors may, in the event of vacancy of one or several director (s) between two meetings, co-opt new directors. They shall be appointed on an interim basis until the next general meeting.
Where the number of directors becomes lower than the statutory minimum, the board of directors shall co-opt new directors to complete the number of members within three months from the day
the vacancy occurred. Board resolutions passed during such period shall remain valid.
When the number of directors becomes lower than the statutory minimum, the remaining directors shall immediately convene the ordinary general meeting in order to complete the number of directors of the board of directors.
Where the board of directors fails to appoint directors as required, or to convene the general meeting for that purpose, any interested party may petition the chairman of the competent court for the appointment of an agent who will convene the ordinary general meeting for the purpose of appointing new directors or confirming them as provided for in this Article.
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.
The appointments by the board of new directors shall be confirmed by the very next ordinary general meeting.
Where the ordinary general meeting refuses to confirm the new appointments, the decisions taken by the board of directors shall be valid for the elapsed period and shall have their effect.
Paragraph 6: Reimbursement of expenses
Unofficial translation
Transcription: Spot-checked
In force from 16-05-2011
Source page 76
The document's transcription was spot-checked against the supplied source; this does not confirm a line-by-line review of every provision.
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Section 304 of the Acte uniforme relatif au droit des sociétés coopératives/akn/ohada/act/loi/2010-12-15/auscoop-2010
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