Article 65.3: Management in a corporation

1. The highest body of the corporation is the general assembly of its members; in non-profit corporations and production cooperatives with more than one hundred members, the congress may be the highest body. The competence and decision-making of this body shall be determined by this Code, other than the Constitution, in accordance with the law. 2. Unless otherwise provided by this Code or other law, the sole competence of the highest body of the corporation shall be: Governing bodies of a corporation, principles of formation and use of its property; approval and amendment of the corporation ' s statute; determination of the admission of members of a corporation and exclusion from membership from among its members, unless such a procedure is prescribed by law; formation of other bodies of the corporation and early termination of their powers if the statute of the corporation in accordance with acons are not subject to the jurisdiction of other corporate collegiate bodies; approval of annual (financial) reports and accounting (financial) accounts of a corporation if the corporation ' s statutes are in accordance with the law of the corporation. in accordance with the law, this power is not reserved for other corporate collegiate bodies; decisions on the establishment of other legal entities; participation of the corporation in other legal entities the establishment of branches and the opening of offices of a corporation, unless the statutes of the economic society in accordance with the laws on economic societies so adopt. their decisions on these matters are assigned to other corporate collegiate bodies; decisions on reorganization and liquidation of the corporation; appointment of the liquidation commission (disposal of the claim); and the approval of the liquidation balance; the election of the audit commission(s) and the appointment of the audit organization or individual auditor of the corporation. Other matters may be assigned to the exclusive competence of the corporation ' s highest authority. 3. A corporation may not be transferred by it for decision to other organs of a corporation unless otherwise provided for in this Code or other law. A separate body (Director, Director-General, Chairman, etc.) may be authorized by the statute of a corporation to grant authority to a single executive body to a number of persons acting in force. As the sole executive organ of the Corpo, the Government of the Republic of Moldova is responsible for the establishment of a single executive body acting independently of each other (art. 53, para. In the cases provided for in this Code, another law or by the statute of a corporation, a collegiate member of a corporation may act as a person or a legal person. The bodies of the corporation referred to in this paragraph shall be competent to deal with matters outside the competence of its highest authority and established in accordance with the provisions of this paragraph. 4. In addition to the executive authorities referred to in paragraph 3 of this article, a corporation may be constituted in cases of precaution. by this Code, other law or by the statute of a corporation, a collegiate body of government (observatory or other board) supervising the activities of the executive organs of the corporation and exercising Persons exercising the authority of the sole executive bodies of corporations and members of their collegiate executive bodies The members of the corporate collegiate governing body may constitute more than one quarter of the corporate collegiate bodies and may not preside over them. Information on the company ' s activities and review its accounting and other documentation, claim compensation for the losses suffered by the corporation (art. 53.1), challenge the corporation ' s transactions and on the grounds provided for in article 174 of the present Code or in the corporation laws of certain organizational and legal forms, and to require the application of the consequences of their invalidity, as well as of the requirements To apply the consequences of null and void transactions of a corporation in accordance with article 65.2, paragraph 2, of the present Code.