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60C H A P T E R I I If) Restricted circulation stock (acciones de circulación restringida). Stock that to be transferredmust have the authorization of the board of directors, when such is establishedin the articles of incorporation. The board of directors can deny theauthorization, designating a buyer of the stock;g) Treasury stock (acciones de tesorería). Stock that in a variable capital corporation ispreserved in the treasury of the company until the board of directors of the companydecides to put it in circulation. They are shares issued and unsubscribed; theywill be subscribed by the shareholder when put in circulation;h) Dividend certificates (acciones de goce). When the articles of incorporation so authorize,the company may redeem its stock with distributable profits. Only fully paidstock will be redeemed and the certificates of the redeemed stock will be cancelledand in their place dividend certificates will be issued. The dividend certificates areentitled to the liquid profits, after the dividend indicated in the articles of incorporationhas been paid to the non-redeemable stock.5.3. Management of the CompanyThe stock corporation shall be managed by a sole director or a board of directors consistingof two or more members, which will be appointed by the ordinary shareholdersmeeting. The shareholders meeting can also appoint one or more alternate board memberswho act in the absence of the proprietary board member. The position of boardmember is personal, temporary and revocable and shareholders or persons outside ofthe company can be appointed, regardless of nationality.For the board of directors to function legally at least half of its members must attendand its resolutions will be valid when they are adopted by the majority of those present.In case of a tie, the chairman of the board of directors has a tie-breaking vote. The bylawsof the company can establish that resolutions adopted outside of a board meeting willhave the same validity as if they were adopted in a meeting, provided that all the boardmembers confirm them in writing.When the company is managed by a board of directors, the shareholders holdingstock representing 25 percent of the capital stock can appoint one board member. Thispercentage is 10 percent in the case of companies who register their stock on the StockExchange.The sole director and the members of the board of directors are jointly and severallyliable to the company for the actual existence of the contributions of the shareholders;for compliance with the legal and statutory requirements established with respect to thedividends paid to the shareholders; for the existence and maintenance of the accounting,control, recording, filing or information systems required by law; and for the timelyfulfillment of the resolutions of the shareholders meetings, among other things.