The director's office is personal and non-delegable (art. 266 LGS)
Article 266 of the General Companies Law establishes that the director's office is personal and non-delegable; directors may not vote by correspondence, but if absent may authorize another director to do so.
What article 266
Article 266 establishes the personal and non-delegable nature of the director's office.
The office of director is personal and non-delegable. Directors may not vote by correspondence, but in case of absence may authorize another director to vote in their name, if there is a quorum. Their liability shall be the same as that of the directors present.
Source: Law 19,550, art. 266 — InfoLEG (updated official text)
Commentary
The director was elected for their personal qualities: they may not delegate their function to an outside third party. They may only, in the face of an occasional absence, authorize another director to vote on their behalf, retaining their liability.
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