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Executive Committee

Pursuant to the Bolivian Commercial Code (and if allowed in the Bylaws), the Board of Directors (“BoD”) may designate a special Executive Committee (“EC”), composed of a smaller number of BoD members for the management of specific affairs.

Division of Duties: The EC must undertake the specific duties and objectives set forth by the BoD. The BoD is responsible for overseeing the work of the EC. The organization of the EC does not diminish the obligations and responsibilities of the BoD as a whole.

[...]

Composition: The EC is composed by BoD members. There is no maximum or minimum number of members that may be appointed to the EC and there are no restrictions regarding the nationality of the EC members. 

Appointment/Dismissal Competence: The members of the EC are appointed by the BoD. The Bylaws of the Company may further regulate appointment and dismissal requirements. In the absence of specific provisions, determinations on dismissal and appointment of the EC are taken by a simple majority of the BoD members.

Alternates: The BoD may appoint alternates to the EC.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

As set out in the Bylaws.

As set out in the Bylaws.

No.

No.

Yes, if the Bylaws set forth mandatory dates for the BoD Meetings.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the attending BoD members.

As set out in the convening notice (unless waived, cf. Step 1).

Yes, the original must be recorded in the Minutes Book.

No.

No, however, a physical meeting is not required.

No further filings are required. 
1
Step 1
As set out in the Bylaws
2
Step 2
0 days

As set out in the Bylaws
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

As set out in the Bylaws.

As set out in the Bylaws.

No.

No.

Yes, if the Bylaws set forth mandatory dates for the BoD Meetings.
2

BoD Meeting.

Minutes of the BoD Meeting.

Yes, to be signed by the attending BoD members.

As set out in the convening notice (unless waived, cf. Step 1).

Yes, the original must be recorded in the Minutes Book.

No.

No, however, no physical meeting is necessary.

No further filings are required. 
1
Step 1
As set out in the Bylaws
2
Step 2
0 days

As set out in the Bylaws
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Guevara & Gutiérrez has provided all input about changing board members in Bolivia. G&G is one of the [...] leading law firms in Bolivia for corporate and commercial law. It has offices in the cities of La Paz and Santa Cruz, and is a one-stop firm in Bolivia for all the legal advice required by corporate clients. Its portfolio of clients includes some of the largest and more sophisticated foreign companies doing businesses in Bolivia.

For more information about Guevara & Gutiérrez and changing board members in Bolivia, please use the below contacts:

TEL: (+591) 22770808
EMAIL: abogados@gg-lex.com
WEB: www.gg-lex.com