Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter VII - Assembly or Board Members and Administrators - Section I - General Assembly and Board Members - From Art 181 to Article 195
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COLOMBIAN COMMERCIAL CODE
CHAPTER VII
Assembly or board members and administrators
Section I
General assembly and board of trustees
Article 181 .- Members of every company board meeting in ordinary general partners or once a year, at least at the time fixed in the statutes.
They will also meet in special session when called by the administrators, the auditor or the government agency that exercises permanent control over society, in your case.
Article 182 .- The call for special meetings
aria specifying the matters on which it shall consider and decide. In regular meetings the assembly, may address issues not specified in the invitation, a proposal by the directors or any associate.
The board of trustees or the assembly will meet valid any day and anywhere without previous convocation, when it shall find represented all the partners.
Those under the preceding article may convene the meeting of the assembly members must also do so when requested by a number of members representing a quarter or more of the capital.
Article 183 .- Companies subject to inspection and supervision shall notify the Superintendent the date, time and place will be checked every board meeting of members or of the assembly, to be appointed a delegate, if it deems it appropriate.
Article 184 .- Modified. Act 222 of 1995, Section 18. Any member may be represented at meetings of the Shareholders' Committee or Assembly by written power of attorney, which indicated the name of the attorney, the person to whom it may replace, if applicable, the date or time of meeting or meetings for which is conferred and other requirements stated in the statutes.
The powers granted abroad only require the formalities provided herein.
Article 185 .- Except in cases of legal representation, administrators and employees of the society will be represented at meetings of the assembly or meeting of shareholders other than their own actions, while in performance of their duties, nor substitute the powers conferred upon them.
They may not vote on the balance sheets and year-end accounts or the liquidation.
Article 186 .- The meetings will take place in the social domain, subject to the requirements of laws and statutes regarding convening and quorum. Except where the law or the bylaws require a special majority, meetings of members be held in accordance with the rules given in Articles (427) * and (429) degrees.
- Repealed. Act 222 of 1995, Section 68.
- Modified. Act 222 of 1995, Section 69.
Article
187 .- The board or council shall exercise the following general
functions, subject to the special characteristic of each type of
company:
- Consider and approve the reforms of the statutes;
- Examine and approve or disapprove the year-end balances and pay bills to be managers;
- Having the social utility under the contract and the law;
- Make appropriate choices according to the statutes or laws, set assignments of the persons so elected and removed freely;
- Consider the reports of the directors or the legal representative of the state of corporate business, and the report of the auditor, if any;
- Adopt, in general, all measures that claim compliance with the statutes and the common interests of members;
- The reserves are occasional, and
- Other matters stipulated by the statutes or laws.
Paragraph
.- The above functions may satisfy the same ordinary meetings in the
extraordinary, if the social contract or the laws do not prevent
anything.
Article 188 .- Assembled board members or general assembly as provided in Article 186, decisions are taken with number of votes under the bylaws or the laws binding on all members, even absent the laws and statutes .
Paragraph .- The general nature of the decision shall be without prejudice to the privileges agreed subject to the laws and the social contract.
Article 189 .- Decisions of the board of trustees or of the assembly shall be recorded in minutes approved by it, or people who are appointed at the meeting for this purpose and signed by the president and secretary thereof, in which should indicate also how the partners have been invited, attendees and the votes cast in each case.
A copy of these proceedings and authorized by the Secretary or any representative of society, will be sufficient proof of the facts stated therein, unless proved the falsity of the copy or record. In turn, managers will not be admissible evidence whatsoever to establish facts not contained in the minutes.
Article 190 .- Decisions made at a meeting in violation of the requirements of section 186 will be ineffective, those taken without the number of votes under the statutes or laws, or exceeding the limits of the social contract, shall be absolutely void, and which have no general, as provided in Article 188 shall be unenforceable to the members absent or dissenting.
Article 191 .- Managers, statutory auditors and members absent or dissenting may challenge the decisions of the assembly or the board of trustees when they meet the legal requirements or statutes.
The challenge can only be tried within two months from the date of the meeting at which decisions are taken, unless the case of agreements or acts of the assembly should be registered in the commercial register, if the two months which shall begin on the date of registration.
Article 192 .- Declared invalid a decision of the meeting, administrators will, under its own responsibility for damages caused by their negligence, the necessary measures to ensure compliance with the appropriate sentence, and if these decisions are entered in the commercial register, will record the operative part of the judgment.
Article 193 .- The above article is without prejudice to the rights arising from the declaration of nullity for bona fide third parties. But the prejudice suffered by society because of this will be compensated jointly by managers who have reached the decision, who may proceed against the members who approved it.
The claim for compensation under this article may only be proposed within the year following the date of execution of the sentence declared void the contested decision.
The action may be brought by any administrator, the auditor or any associate in the interest of society.
Article 194 .- Avoidance actions under this chapter attempts before the judges, although it has agreed to arbitration, and processed as provided in this Code and, failing that, in the manner provided in the Code of Civil Procedure for the processes abbreviated.
Article 195 .- The company shall keep a duly registered must be recorded in chronological order, minutes of meetings of the assembly or the board of trustees. These will be signed by the president or his times and the secretary of the meeting or board members.
Stock companies also have a book properly registered to register the shares, it also recorded the certificates issued, specifying the number and date of registration, the sale or transfer of shares, liens and lawsuits that relate to them, garments and other charges or limitations domain, if they are registered.
Article 188 .- Assembled board members or general assembly as provided in Article 186, decisions are taken with number of votes under the bylaws or the laws binding on all members, even absent the laws and statutes .
Paragraph .- The general nature of the decision shall be without prejudice to the privileges agreed subject to the laws and the social contract.
Article 189 .- Decisions of the board of trustees or of the assembly shall be recorded in minutes approved by it, or people who are appointed at the meeting for this purpose and signed by the president and secretary thereof, in which should indicate also how the partners have been invited, attendees and the votes cast in each case.
A copy of these proceedings and authorized by the Secretary or any representative of society, will be sufficient proof of the facts stated therein, unless proved the falsity of the copy or record. In turn, managers will not be admissible evidence whatsoever to establish facts not contained in the minutes.
Article 190 .- Decisions made at a meeting in violation of the requirements of section 186 will be ineffective, those taken without the number of votes under the statutes or laws, or exceeding the limits of the social contract, shall be absolutely void, and which have no general, as provided in Article 188 shall be unenforceable to the members absent or dissenting.
Article 191 .- Managers, statutory auditors and members absent or dissenting may challenge the decisions of the assembly or the board of trustees when they meet the legal requirements or statutes.
The challenge can only be tried within two months from the date of the meeting at which decisions are taken, unless the case of agreements or acts of the assembly should be registered in the commercial register, if the two months which shall begin on the date of registration.
Article 192 .- Declared invalid a decision of the meeting, administrators will, under its own responsibility for damages caused by their negligence, the necessary measures to ensure compliance with the appropriate sentence, and if these decisions are entered in the commercial register, will record the operative part of the judgment.
Article 193 .- The above article is without prejudice to the rights arising from the declaration of nullity for bona fide third parties. But the prejudice suffered by society because of this will be compensated jointly by managers who have reached the decision, who may proceed against the members who approved it.
The claim for compensation under this article may only be proposed within the year following the date of execution of the sentence declared void the contested decision.
The action may be brought by any administrator, the auditor or any associate in the interest of society.
Article 194 .- Avoidance actions under this chapter attempts before the judges, although it has agreed to arbitration, and processed as provided in this Code and, failing that, in the manner provided in the Code of Civil Procedure for the processes abbreviated.
Article 195 .- The company shall keep a duly registered must be recorded in chronological order, minutes of meetings of the assembly or the board of trustees. These will be signed by the president or his times and the secretary of the meeting or board members.
Stock companies also have a book properly registered to register the shares, it also recorded the certificates issued, specifying the number and date of registration, the sale or transfer of shares, liens and lawsuits that relate to them, garments and other charges or limitations domain, if they are registered.
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