Book III: Companies

The Articles of Association determine the composition of the General Meeting. The General Meeting is made up either of all members who have paid their subscriptions, or of delegates elected by these members. For the application of this second option, the member-policyholders may be divided into groups according to the nature of the contract taken out or according to regional or professional criteria. The number of delegates may not be…

APPENDIX I TO ARTICLE R. * 322-58 POSTAL OR PROXY VOTING FORM Reserved space Username : ATTENTION: choose 1 or 2 or 3 ATTENTION Within receipt limit 1 You have confidence in the Chairman and authorise him to vote on your behalf: date and sign this form without ticking any boxes OR 2 You wish to express your opinion on the resolutions: you must tick one box per line, date…

The Articles of Association set out the conditions for convening General Meetings: the notice of meeting must be published in a newspaper authorised to carry legal advertisements in the département in which the registered office is located and at least fifteen days before the date set for the General Meeting. The notice convening the meeting must state the agenda; the meeting may only deliberate on matters appearing on the agenda….

An attendance sheet is kept at all General Meetings. It contains the names and addresses of members present or represented. This sheet, duly signed by the members or their proxies and certified as accurate by the officers of the meeting, must be deposited at the registered office and communicated to any requesting party.

Any member may, within fifteen days prior to the date of a General Meeting, obtain from the registered office, either personally or through a representative, the balance sheet, the general operating account and the general profit and loss account which will be presented at the General Meeting, as well as all documents which must be communicated to the meeting.

At least one General Meeting is held each year, at the latest during the quarter set by the Articles of Association and under the conditions set out therein. At this meeting, the Board of Directors or the Management Board presents the annual accounts for the past financial year. The Board of Directors, the Management Board or the Supervisory Board may convene a General Meeting at any time. The date set…

The General Meeting shall deliberate validly if at least one quarter of the total number of members are present, represented or have made use of the postal voting option. Failing this, a new meeting is convened in the form and within the time limits prescribed by Article R. 322-59; this meeting deliberates validly regardless of the number of members present, represented or having made use of the postal voting option.

The General Meeting which must deliberate on the appointment of the members of the first Board of Directors or the first Supervisory Board and on the sincerity of the declaration made, under the terms of article R. 322-51, by the signatories of the initial deed, is composed of all the member-policyholders who joined prior to the definitive incorporation of the company. Its deliberations are valid if the members present, represented…

The General Meeting, deliberating as provided below, may amend all provisions of the Articles of Association. It may not, however, change the nationality of the company, reduce its liabilities or increase the liabilities of member-policyholders arising from current contracts, except in the event of an increase in taxes and duties the recovery of which from member-policyholders is not prohibited and subject to the provisions of the following paragraph. Amendments to…

Any amendment to the Articles of Association shall be brought to the attention of the members either by delivery of the text against receipt, or by registered letter or electronic registered post, or, at the latest, with the first due date notice or receipt for contributions sent to them. This modification is also mentioned on the amendments to current contracts. Amendments to the Articles of Association which are not notified…