Article 391 — Effect of Resolutions

1/ Resolutions adopted by a meeting in accordance with the law or the memorandum of association shall bind all shareholders, including those who were not present or abstained or dissented or incapable or whose right to vote is deprived. 2/ Any person whose interest is jeopardized by a resolution adopted in violation the law and the memorandum of association may apply to a court to set aside such resolution within ninety consecutive days from the date he knew of the adoption of the resolution. However, where the resolution is entered in a commercial register, he may, regardless of his knowledge of the adoption of such a resolution, lodge the application to set aside the resolution in the court only within sixty consecutive days from the date of entry of the resolution in the commercial register. 3/ Application to set aside resolutions shall be made to the court within whose area of jurisdiction the head office is situate. 4/ On the request of the claimant and after hearing the general manager or another person representing the company in the proceedings, the court may, where it believes that the execution of the resolution would cause irreparable damage to the company or to the claimant, suspend the execution of the resolution challenged pending the court`s decision. 5/ Where the court believes that the company may suffer unjustifiable damage as a result of the order under Sub-Article (4) of this Article, it may require the claimant to furnish security or deposit money which is proportionate to the damage. 6/ Where a resolution is set aside, the decision of the court shall bind all shareholders. 7/ Nothing in this Article shall affect rights of third parties acquired in good faith while the resolution was effective.