General Inspection of Justice (IGJ) Resolution No. 11/2020. Modification to Sections 84 and 360 of the IGJ Rules. Management and Governing Bodies Meetings for companies, civil associations, and foundations.
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Company Law Department Report | General Inspection of Justice (IGJ) Resolution No. 11/2020. Modification to Sections 84 and 360 of the IGJ Rules. Management and Governing Bodies Meetings for companies, civil associations, and foundations.
General Inspection of Justice (IGJ, for its initials in Spanish) Resolution (G) 11/2020 was published in the Official Gazette on March 27th, modifying sections no. 84 and 360 of the IGJ Resolution (G) No. 7/2015, in relation to the holding of meetings by managements and governing bodies for companies, civil associations, and foundations.
Thereby, the articles are currently drafted as follows:
Section 84. The companies by-laws which are subject to registration before the Public Registry of the body herein shall foresee mechanisms for holding long distance meetings with management or governing bodies, making use of means which shall allow for the participants to communicate simultaneously among each other, provided that the by-law regulation ensures: 1) free accessibility for all participants in the meeting; 2) the possibility to participate in a meeting through platforms which allow for the transmission of audio and video simultaneously; 3) participation, with the right to voice and vote, of all members and the auditing body, where applicable; 4) that the meeting held in this manner be recorded in digital format; 5) that the representative safeguards a copy of the meeting in digital format for the term of 5 years, which shall be accessible to any partner who requests it; 6) that the held meeting be transcribed to the corresponding corporate book, expressly stating of the participants who attended and that it be subscribed by the legal representative; 7) that in the summon and notice through legal and statutory means, it shall be informed in a clear and simple way the means of digital communication chosen, as well as the manner in which to access it, in order to allow for participation.
Section 360. The by-laws of civil associations constituted in accordance with the previous sections shall include, with clear, precise and complete regulation, clauses which establish: 1) limitation of the number of associates, provided that the number is no less than that necessary to cover the positions in corporate bodies. 2) counting of plural vote, in the circumstances that expressly foresee it. 3) voting via e-mail for the election procedure, when the associate is outside the jurisdiction. 4) The use of e-mail as a means to summon Executive Committee, Board of Directors, and Annual Directors meetings. To that end, the same clause shall foresee that in the case of failure to receive confirmation of reception within five (5) calendar days as from it being sent, the associates shall be summoned with a notice letter with at least fifteen (15) days in advance to the date of holding the meeting. 5) vote by proxy, except in acts of appointment of authorities. 6) The holding of long distance meetings with management or governing bodies, making use of means which shall allow for the participants to communicate simultaneously among each other, provided that the by-law regulation ensures: a) free accessibility for all participants in the meeting; b) the possibility to participate in a meeting through platforms which allow for simultaneous transmission of audio and video; c) participation, with the right to voice and vote, of all members and the auditing body, where applicable; d) that the meeting held in this manner be recorded in digital format; e) that the representative safeguards a copy of the meeting in digital format for the term of 5 years, which shall be accessible to any member who requests it; f) that the held meeting be transcribed to the corresponding association book, expressly stating of the participants who attended and that it be subscribed by the legal representative; g) that in the summon and its communication by the legally or statutory imposed means, the means and communication and manner to access shall be expressed, in order to allow for participation. 7) the integration of an auditing body with non-associate members.
The resolution herein provides that, during the period in which, by provision of the Executive Power if the Argentine Nation, free circulation of people in general is prohibited, limited or restricted as a consequence of the state of sanitary emergency due to the coronavirus (COVID-19) declared by Emergency Decree No. 297/2020 and its possible extensions, it shall be admitted that management or governing bodies for companies, civil associations and foundations hold their meetings from a distance, through the use of media or digital platforms, provided that they are held with all foreseen precautions, as applicable, even when not foreseen in the by-laws.
Once this period is over, meetings of management and governing bodies celebrated from a distance through the use of media or digital platforms shall only be accepted when the corporate by-laws expressly foreseen it in accordance with sections No. 84 and Mo.360 of the General Inspection of Justice General Resolution No. 7/2015, original drafting.
Should you require any further information on this matter, please do not hesitate to contact us.
Fernanda Mierez
Miguel M. Silveyra
Miguel C. Remmer