Alternate directors and vacancies (art. 258 LGS)
Article 258 of the General Companies Law governs the election of alternate directors (mandatory when statutory auditing is waived) and replacement in case of a vacancy.
What article 258
Article 258 sets the regime for alternate directors and vacancies on the board.
The bylaws may provide for the election of alternates to remedy the absence of directors for any cause. This provision is mandatory in companies that waive statutory auditing. In case of a vacancy, the statutory auditors shall appoint the replacement until the next meeting, unless the bylaws provide another method of appointment.
Source: Law 19,550, art. 258 — InfoLEG (updated official text)
Commentary
This ensures the board is never left headless: alternates fill vacancies. In corporations without a statutory auditor, having alternates is mandatory, because there is no auditor to appoint replacements when a vacancy arises.
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