Common use of Attendance and Quorum Clause in Contracts

Attendance and Quorum. A Director may attend in person or by proxy. Such proxy may be granted to another Director, a copy of which shall be delivered to the Chairman and the Secretary of the Board at the commencement of the meeting. Directors may participate in and vote at Board Meetings by means of a conference telephone or video conference or any communication equipment, provided that all Directors have the required technical equipment and all persons participating in the meeting can identify each other, which shall be expressly noted in the minutes of the relevant meeting and the certificate of such minutes. In such case, the meeting of the Board shall be deemed a single meeting held in the registered office of the Company. Any Director so participating in a meeting shall be deemed to be present in person and shall count for quorum purposes. For such purposes, the Shareholders undertake to hold a General Shareholders Meeting with the purposes to amend the Bylaws setting forth the following provision (in Spanish):