Chrysler 2003 Annual Report Download - page 203

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Other Items on the Agenda
and Related Reports and Motions
Art. 11 –Extraordinary Stockholders’ Meetings
At Extraordinary Meetings, ordinary and preference shares
have the right to vote.
Extraordinary Meetings are properly constituted, on first call,
with the participation of stockholders representing more than
one half of the capital stock with voting rights, while on
second and third call, with the participation of stockholders
representing more than one third and more than one fifth of
the capital stock, respectively.
Extraordinary Meetings resolve on first, second and third call
with the favorable vote of at least two thirds of the capital stock
represented at the Meeting, except for cases of special
majorities expressly regulated by law.
Art. 12 –Chairmanship of the Stockholders’ Meetings
At Stockholders’ Meetings, the Chair is taken by the Chairman
of the Board or, in his absence, by the Vice Chairman, if
appointed; in their absence, by a person designated by the
meeting.
The Secretary is appointed by the meeting upon proposal of
the Chairman. Where the law so provides, or when it is deemed
appropriate by the Chairman of the meeting, the minutes may
be drawn up by a notary public designated by the Chairman
himself, in which case there is no need to appoint a Secretary.
The Chairman of the Stockholders’ Meeting conducts
proceedings, including the decision regarding the voting
system and the calculation of votes.
Art. 13 –Board of Directors
The Company is managed by a Board of Directors consisting of
a number varying from nine to fifteen members, as determined
by the Stockholders’ Meeting.
No one over the age of 75 shall be appointed as a Director.
Art. 14 –Corporate Offices, Committees and Directors’ fees
The Board of Directors shall appoint from among its members
a Chairman, a Vice Chairman, if deemed advisable, and one
or more Chief Executive Officers. In the case of the absence
or incapacity of the Chairman, the Vice Chairman, if appointed,
will assume his functions.
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An Extraordinary Stockholders’ Meeting is duly convened, on
the first call, if stockholders representing at least half of the
voting capital are present. On the second call and third call, the
stockholders in attendance must represent more than one-third
and at least one-fifth, respectively, of the voting capital.
An Extraordinary Stockholders’ Meeting can adopt a resolution,
on the first, second or third call, with the favorable vote of
at least two-thirds of the capital represented at the Meeting.
The foregoing provisions have no effect on special majorities
required pursuant to law or on the provisions that govern
Special Meetings for holders of shares of a single class.
Art. 10 –Chairmanship of the Stockholders’ Meetings
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Art. 11 –Board of Directors
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The appointment, revocation, expiration of the term of office,
replacement or lapsing of Directors is governed by the
applicable statutes. However, if as a result of resignations or
other reasons the majority of the Directors elected by the
Stockholders’ Meeting is no longer in office, the term of office
of the entire Board of Directors will be deemed to have expired,
and a Stockholders’ Meeting will be convened on an urgent
basis by the Directors still in office for the purpose of electing
a new Board of Directors.
Art. 12 –Corporate Offices, Committees and Directors’ fees
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