By means of Emergency Decree 075-2020, which was published last June 27, the governmentissued a series of extraordinary measures to maintain and promote the dynamism of the nationaleconomy; therefore, in order for them to continue their social and economic activity, thefollowing measures were established in the second and third Complementary Final Provision ofsaid decree: a) The extension of the validity of the “expired” powers, and b) It allows the callingand holding of Assemblies or Sessions of Boards and Committees, in a non-presential or virtual manner.
In this regard, we must remember that, although the General Corporations Law – Law 26887(articles 169¹ and 246²), considers the possibility for some companies to hold boardmeetings and shareholders’ meetings in person, however, these are subject to the expressregulation of this power in their Bylaws; therefore, the measure provided through thisemergency decree will be very useful for the Cooperatives, since it allows them to hold virtualmeetings even if the Bylaws do not contemplate it.
Let’s see in detail the effects that these extraordinary measures will have on the Cooperatives:
WITH RESPECT TO THE POWERS:
i.- The validity of the registered powers of attorney of those officers whose terms of office haveexpired during the current year is extended until 12/31/2020; therefore, any power of attorney granted to an officer shall remain in force until 12/31/2020 at the latest, even if the officer doesnot have a valid term of office.
ii.- It is necessary to point out that the extension only covers the term of the registered powers ofattorney, and not the term of office of the directors.regarding meetings and meetings of councils and committees:
iii.- Although the Bylaws of the Cooperatives do not establish it, the calling and holding ofAssemblies and meetings of Boards and Committees in a non face-to-face or virtual manner isallowed only until 12/31/2020.
iv.- The means used in the Assemblies and Sessions must allow communication and guaranteethe authenticity of the agreements; therefore, all the respective information (call and meeting)must be kept, in order to avoid any challenge by any member.
v.- Regarding the Quorum and Voting of the resolutions, these shall strictly comply with theprovisions set forth in the Cooperative’s Bylaws.
There is no doubt that this emergency decree will help the cooperative sector; however, thereare other legal entities (corporations, civil associations, etc.) whose bylaws do not contemplatevirtual meetings or calls; therefore, it is necessary for the government to extend these samemeasures to the different types of companies existing in our legal system.
Article 169 LGS – Agreements and Non-Presential Sessions: “… The bylaws may provide forthe holding of non-presential sessions, through written, electronic or other means that allowcommunication and guarantee the authenticity of the agreement…”.
2. Article 246 LGS – Non-Presential Meetings: “… The corporate will may be established by anymeans, whether written, electronic or of any other nature.that allows communication and guarantees its authenticity…”.