Chrysler 2003 Annual Report Download - page 205

204
Other Items on the Agenda
and Related Reports and Motions
Art. 16 –Resolutions of the Board of Directors
The Board’s resolutions shall be valid if the majority of Directors
in office are present. Resolutions are passed by an absolute
majority of votes of the Directors present. In the case of a tie,
the Chairman of the meeting shall have the casting vote.
Resolutions shall be recorded in minutes, to be signed by the
Chairman of the meeting and the Secretary.
Art. 17 –Powers of the Board of Directors
The Board is vested, without any limitation, with full powers for
the ordinary and extraordinary management of the Company,
with the authority to carry out all transactions, including
disposals, deemed appropriate to achieve the Company’s
purposes, excluding and excepting none – including the
granting of mortgages or liens, on the whole or part of property,
to be registered, postponed and cancelled, as well as effecting
or canceling registrations or notes of any kind, also regardless of
the payment of debts which such registrations or notes relate to
– with the exception of those transactions which are reserved by
law to the competence of the Stockholders’ Meeting.
Art. 18 –Representation
The representation of the Company is invested in the Directors
who serve as Chairman of the Board, Vice Chairman and Chief
Executive Officer, separately, for the execution of the resolutions of
the Board of Directors and in legal proceedings, as well as for the
execution of the powers conferred on them by the Board.
Art. 19 –Appointment and Qualifications of the Statutory
Auditors
The Board of Statutory Auditors is composed of 3 regular
members and 3 alternate members. The minority has the right
to appoint one regular and one alternate auditor.
Art. 14 –Resolutions of the Board of Directors
UNCHANGED
UNCHANGED
Art. 15 –Powers of the Board of Directors
UNCHANGED
In addition to the power to issue nonconvertible bonds, the Board
of Directors is also authorized to adopt resolutions concerning:
❚The absorption and demerger of companies, when specifically
allowed by law;
❚The opening or closing of secondary offices;
❚The designation of Directors empowered to represent the
Company;
❚The reduction of capital stock when stockholders exercise the
right to have their shares redeemed;
❚The amendment of the Articles of Association that reflect
changes in the law;
❚The transfer of the Company’s registered office to another
location in Italy.
Art. 16 –Representation
UNCHANGED
The Board of Directors may also delegate to other Directors the
power granted to it to represent the Company vis-à-vis third
parties and in legal proceedings, including the power to provide
formal depositions when required by law.
Art. 17 –Appointment and Qualifications of the Statutory
Auditors
UNCHANGED