CONGO-BRAZZAVILLE Law and Practice Contributed by: Louis-Raymond Gomes and Prince Kyssama, Cabinet Gomes
subject to extension of this period by a court deci - sion. Decisions of the ordinary general meeting shall be taken by a majority of the votes cast. Blank ballots or votes shall not be taken into account. The decision is recorded in minutes. Extraordinary general assembly Any shareholder may attend extraordinary general meetings without any objection to the limit of votes. Deliberations of the extraordinary general meeting shall be valid only where shareholders present or rep - resented hold at least half of the shares, on the first call, and one quarter of the shares, on the second call. Where a quorum is not met, the meeting may again be called a third time within a period not exceeding two months from the date fixed by the second notice of meeting. The quorum shall remain fixed at one quarter of the shares. Decisions of the extraordinary general meeting shall be taken by a two-thirds majority of the votes cast. During a vote, blank ballots shall not be taken into account. The decision is recorded in minutes. In the case of the relocation of the company head - quarters to the territory of another State party, the decision shall be taken unanimously by members pre - sent or represented. Special assembly Deliberations of the special meeting shall be valid only where shareholders present or represented hold at least half of the shares, on the first call, and one quarter of the shares, on the second call. The decisions of the special meeting shall be taken by a majority of two-thirds of the votes cast. Blank ballots shall not be taken into account. The decision is recorded in minutes. Board of Directors The rules governing meetings of the board of direc - tors are laid down in the articles of association. The board meets as often as it considers necessary, at the request of its chairman or one-third of the other direc - tors, if no meeting has been held within the previous two months. Deliberations of the board of directors
are valid only if at least half of its members are pre - sent. Decisions of the board are taken by a majority of the members present or represented, unless the articles of association provide for a stronger major - ity. In the event of a tied vote, the chairman has the casting vote unless the articles of association provide otherwise.
3. Directors and Officers 3.1 Board Structure
Boards of directors are available only to public limited companies. Article 416 of the Uniform Act provides that the board of directors must comprise at least three members and no more than 12, whether share - holders or not. Where the company is listed on a stock exchange, the maximum number is increased to 15. Article 418 of the Uniform Act further provides that the number of directors of a public limited company may temporarily exceed this limit in the event of a merger with one or more companies, up to the total number of directors who have been in office for more than six months in the merged companies, provided that this does not exceed 24. Deceased directors, or those who have left office, may not be replaced, and, at the same time, no new directors may be appointed, except in the case of a further merger, so long as the number of directors in office has not fallen to 12. The board is managed by one of its members under the following structures: a chief executive officer; or a chairman and a general manager. 3.2 Board Members Except for the chairman, whose role is to lead and manage the board of directors and company, local regulation does not assign roles to members of boards of directors individually. Thus, Article 437 of the Uniform Act states that the board of directors may grant one or more of its mem - bers special mandates in respect of one or more spe - cific matters. It may also decide to establish com - mittees of directors tasked with examining matters referred to them by the board itself or by its chairman for advice. The board determines the composition and
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