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Structural division: BOOK TWO › party › CHAPTER FOUR › SECTION ONE
Article 303 — Replacing Directors
New Ethiopian Commercial Code Proclamation No. 1243 2021 English Version
Article text
1/ Where during a financial year, one or more board seats become vacant, the remaining directors shall choose replacements; The replacements shall complete the period for which the directors who vacated the seat were appointed.
2/ The appointment of replacements shall be submitted to the next general meeting for confirmation; The general meeting may confirm their appointments or appoint other directors in their place; The acts performed by persons appointed under Sub-Article
(1) of this Article, while their appointment lasted, shall be valid even where their appointment is not confirmed by the general meeting.
3/ Where the number of the surviving directors is less than half of the board of directors, they shall convene a general meeting to appoint other directors within thirty days as of the time of the shortfall in the number of board members; The surviving directors shall conduct the affairs of the company until the appointment of replacement directors.
4/ Where there are no surviving directors, the supervisory board, and in its absence the Auditors shall convene within thirty days a general meeting to appoint replacement directors.
5/ Until the appointment of replacement of directors in accordance with Sub-Article
(4) of this Article, the supervisory board, if any, its absence the auditors, shall manage the company; The management of the company carried out by the Auditors under this circumstance shall be verified by alternative Auditors or another licensed audit professional.