The Chairman. The Chairman shall give counsel and advice to the Board and the officers of the Corporation on all subjects concerning the welfare of the Corporation and the conduct of its business and shall perform such other duties as the Board may from time to time determine. Unless otherwise determined by the Board, he shall preside at meetings of the Board and of the stockholders at which he is present.
The Chairman. The Chairman shall have the power to call special meetings of stockholders, to call special meetings of the Board and, if present, to preside at all meetings of stockholders and all meetings of the Board. The Chairman shall perform all duties incident to the office of Chairman of the Board and all such other duties as may from time to time be assigned to him by the Board or these By-laws.
The Chairman. The Chairman of the Board (the "Chairman") shall be a member of the Board and shall preside at its meetings and at all meetings of stockholders. If there shall be no Chairman, the Vice Chairman (or if such office is vacant, the Chief Executive Officer, or if such office is vacant, the Chief Financial Officer, or if there is no Chief Financial Officer, the most senior President or Vice President) shall act as Chairman until a successor is duly elected, with such powers and duties as may have been held by the former Chairman. The Chairman may be an Officer, Executive and/or employee of the Corporation or not, as the Board in its discretion from time to time may determine. Without limiting the foregoing, the Chairman may be an Officer of the Corporation without being an Executive or employee of it.
The Chairman. (a) The Chairman shall have general and active management and control of the business and affairs of the Corporation, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect. The Chairman shall perform all duties incident to the office of Chairman of the Board and all such other duties as may from time to time be assigned to the Chairman by the Board or these Bylaws. The Board may in its sole discretion appoint two person to be Co-Chairmen of the Corporation and each such Co-Chairmen will have the same powers and authority as if each Co-Chairman served as the sole Chairman of the Corporation, except as otherwise provided in these Bylaws and by any resolution of the Board.
The Chairman of the Board shall be responsible for legal representation of the company vis-a-vis third parties and in legal proceedings. The Chairman may therefore bring and pursue legal actions in the name of the company, either as a plaintiff or defendant in any civil, criminal, or administrative law proceeding, at any level of jurisdiction, and therefore before the Constitutional Court, the Court of Cassation, the Council of State, and any other special Court, including in third party revocation or appeal proceedings; he may act as the legal representative of the company in out-of-court proceedings, appoint and remove attorneys and legal counsel, and settle disputes. The Chairman, the Vice Chairman, and Managing Directors shall also have the authority to sign for the company and act as legal representatives of the company for the purpose of the implementation of the decisions of the Board, as well as pursuant to and for the purpose of exercising the powers and authority conferred upon them, within the limits provided by law and by the bylaws. Representation of the company shall also be the responsibility of those persons, including those not members of the governing body, designated by the latter pursuant to the exercise of the powers and authority attributed to same.