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Glossary entry

Spanish term or phrase:

Los socios otorgan formal DESCARGO a la Gerente.

English translation:

The members granted the Manager a formal discharge/release.

Added to glossary by Carolina Mendez
Nov 25, 2018 04:40
5 yrs ago
7 viewers *
Spanish term

Los socios otorgan formal DESCARGO a la Gerente.

Spanish to English Law/Patents Law (general) Company. Minutes of the Meeting
sentence in the Minutes of the Meeting of the General Shareholders Meeting.
Legal document from the Dominican Republic.
Proposed translations (English)
4 +4 The members granted the Manager a formal discharge/release.
4 The managing director is formally EXONERATED by the shareholders.

Discussion

Manuel Cedeño Berrueta Nov 25, 2018:
Carolina: Es un placer verte por aquí
Manuel Cedeño Berrueta Nov 25, 2018:
Robert: “I would imagine the context here is that the manager is resigning from that position or being relieved of their duties.”
This is usually the case here in Venezuela, and managers/gerentes/administradores don’t need to be members/shareholders of the company
Robert Carter Nov 25, 2018:
Just as background to my thoughts on this, in Mexico, officers and managers are often asked to provide a "caución" at the time of their appointment (though sometimes it's only a symbolic amount), which is returned to them at the end of their period in office if they have no outstanding liabilities with the company.

Here's what I mean:
"El Administrador Único, los Consejeros, los Gerentes, y el o los Comisarios, en caso de ser requerido por los Accionistas, caucionarán su manejo mediante depósito de acciones de la sociedad, dinero en efectivo o fianza, equivalentes al diez por ciento del capital social."

I've just seen your subsequent discussion entries, thank you for the support. I hope you haven't jumped the gun again by withdrawing :-)
You're right, I had misread what "there's no liability here" referred to, my apologies. As you say, given that context, it's a reasonable assumption to make.
Charles Davis Nov 25, 2018:
(PS. Just for the record, when I said "There's no issue of liability here; it's just formal approval of something purely procedural", I was referring to the example I had just quoted in which "otorgaron descargo" is "por la regularidad de la convocatoria": calling the meeting. That surely cannot be other than approval of something purely procedural with no liabilty involved; it can only mean that the meeting was properly called according to company rules. But it isn't "formal descargo".)
Charles Davis Nov 25, 2018:
A bit more research and I'm coming round to your view. The presence of "formal" creates a strong probability that it's what you say. I'm going to withdraw my answer. Cheers!
Charles Davis Nov 25, 2018:
@Robert Yes, OK, I must admit your ref. does use the exact phrase. It may well be as you say. I was trying to cover all bases, with insufficient information. I was very struck by how the phrase was used in such routine and trivial contexts in the Dominican Republic. But I jumped the gun; I should have waited for further context before answering. We'll see (I hope!).
Robert Carter Nov 25, 2018:
@Charles Well yes, quite, I'm guessing too, but in my defense, I've seen a lot of documents worded very similarly to this in Mexico, except with the word "finiquito" instead of "descargo".

Plus, I've presented a document with virtually the exact wording of the question here, only with more context around it.

There's no issue of liability here; it's just formal approval of something purely procedural. I see no clear evidence to support that assertion either.

Let's wait and see, shall we?
Charles Davis Nov 25, 2018:
@Carolina Could you tell us what this refers to? What are the circumstances in which the members are granting the Manager "formal descargo"? "Descargo" for what?
Charles Davis Nov 25, 2018:
@Robert You say "I would imagine the context here is that the manager is resigning from that position or being relieved of their duties": you can imagine what you like, but the question offers no evidence that this is the situation. If it is, then yes, it may well mean discharge or release. Perhaps Carolina could tell us the context. But in the absence of any such indication I think the reasonable option is my own, which is applicable to any of the contexts (including, I would claim, the one you are assuming) in which the phrase could occur, many or most of which, as I've said, will have probably involve no issue of liability in any meaningful sense.

Suppose the context is something like my example and refers simply to the propriety of calling the meeting, or any other purely procedural action? This could well be the case.

Proposed translations

+4
1 hr
Selected

The members granted the Manager a formal discharge/release.

While I do agree with Charles that this seems to be a phrase used in Dominican Republic, I disagree with Charles' appreciation that there is no question of liability here, in fact I think liability is precisely what the phrase refers to. I think it's probably synonymous with what is usually called a "finiquito" here in Mexico.

Here's an excerpt from a template of board meeting minutes from the DR where I think it's clear that this refers to relieving the persons mentioned of their duties and discharging or releasing them from the obligations they may have assumed during their time in office:

Continuando con la transformación de la administración de la sociedad a lo establecido por la ley, resuelve aprobar, luego de escuchar, el informe del Consejo de Directores y aceptar la renuncia de los señores: _________________, _______________________, ____________________, en sus calidades de Presidente, vice-presidente y secretaria, respectivamente. Además les otorga formal descargo por las funciones desempeñadas desde sus nombramientos a la fecha con efectividad a partir de la terminación de los trabajos de la presente Asamblea General Extraordinaria
https://www.camarasantodomingo.do/wp-content/themes/ccpsd/do...

discharge
4.2 Release (a party) from a contract or obligation.
‘the insurer is discharged from liability from the day of breach’
https://en.oxforddictionaries.com/definition/us/discharge

I would imagine the context here is that the manager is resigning from that position or being relieved of their duties.

Peer comment(s):
agree Charles Davis : I now think you're probably right, though I'd still like to see the context, which would nail it one way or the other (as I'm sure you would too).
37 mins
Thanks, Charles. See discussion.
agree philgoddard : I think it's a director rather than a manager. They're being relieved of their liability, not their job.
1 hr
Thanks, Phil. As I say, experience tells me, resignation's usually the scenario. I don't see why it wouldn't be a manager either.
agree Manuel Cedeño Berrueta
5 hrs
Thanks, Manuel, and for your discussion entry too.
agree AllegroTrans : I think this simply means that some function performed by this person is being signed off
2 days 20 hrs
Thanks, Chris.
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4 KudoZ points awarded for this answer.
9 hrs

The managing director is formally EXONERATED by the shareholders.

Shareholders approve the enlargement of the ... - Porsche SE
https://www.porsche-se.com/.../shareholders-approve-the-enla...

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15.05.2018 - Dividend of 1.76 euro per preference share approved / the executive board and supervisory board were exonerated.

Disclosure Obligations in Business Relationships
https://books.google.de/books?isbn=186287235X
- Diese Seite übersetzen
Tina Cockburn, ‎Leanne Wiseman - 1996 - ‎Business enterprises
favours the proposition that a majority of shareholders can exonerate directors for a breach of the duty to the company.37 The alternative to ratification (which .

Mergers and Acquisitions: Cases, Materials, and Problems
https://books.google.de/books?isbn=1454818964
- Diese Seite übersetzen
Therese Maynard - 2014 - ‎Law
... directors knew of the “alternative”, the remaining directors were exonerated. ... a corporation is granted statutory power to purchase and sell shares of its own ...
Annual general meeting of HOMAG Group AG | HOMAG
https://www.homag.com/.../annual-general-meeting-of-homag-gr...

Diese Seite übersetzen
28.05.2013 - The management board and the supervisory board were exonerated. However, the shareholders present did not approve the creation of new ...
Peer comment(s):
neutral AllegroTrans : Exonerated from what? Something he has done wrong?
2 days 11 hrs
Exonerated from her duties/responsibilities as a managing director. See entries in dictionary.com and m-w.com.
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