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COLOMBIAN COMMERCIAL CODE Section II Board of Directors Article 434 .- The powers of the board shall be expressed in the statutes. The board shall consist of least three members, each have an alternate. In the absence of express provision to the contrary, the alternates shall be numeric. Article 435 .- There may not be on the boards formed a majority with people either related by marriage or kinship within the third degree of consanguinity or second degree, or first civil societies except recognized as family. If a board is elected contrary to this provision shall not act and will continue in office the previous meeting, which convened immediately to the assembly for new elections. Will lack any effectiveness of decisions taken by the board by a vote of a majority contravenes the provisions of this article. Article 436 .- The main and alternate board will be elected by the general assembly, for specified periods and electoral quotient, without prej...

COLOMBIAN COMMERCIAL CODE CHAPTER III Management and Administration Section I General meeting of shareholders Article 419 .- The general assembly meeting of shareholders shall constitute the quorum and conditions under the statutes. Article 420 .- The general meeting of shareholders shall exercise the following functions: 1. Which reservations must be made available in addition to the law; 2. Set the amount of the dividend and the form and time in to be paid; 3. order appropriate action against the directors, officers or auditor managers; 4. Freely elect and remove officials whose designation it appropriate; 5. Having determined that issuance of common stock to be placed subject to law of preference for which will require the affirmative vote of not less than seventy percent of the shares present at the meeting. 6. Take the measures necessary for the interests of society, and 7. The other duties specified by law o...