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Article R322-55-4 of the French Insurance Code

I.-The company’s Articles of Association determine the rules governing the convening and deliberations of the Board of Directors or the Supervisory Board. 1° If the Board of Directors has not met for more than two months, at least one third of the members of the Board may ask the Chairman to convene a meeting to discuss a specific agenda. The Chief Executive Officer may also ask the Chairman to convene…

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Article R322-55-5 of the French Insurance Code

I.-1° A director or member of the supervisory board of a mutual insurance company, union of mutual insurance companies, mutual reinsurance company or mutual insurance group company may not simultaneously belong to more than five boards of directors or five supervisory boards of mutual insurance companies, unions of mutual insurance companies, mutual reinsurance companies, mutual insurance group companies or public limited companies having their registered office in France. 2° For…

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Article R322-56 of the French Insurance Code

I.-1° Directors and the Managing Director are liable under civil and criminal law for the acts of their management, in accordance with current legislation. Members of the Management Board are subject to the same liability as directors. 2° In addition to an action for damages for loss suffered personally, members may bring an action against the directors and the general manager or against the members of the Management Board. The…

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Article R322-57 of the French Insurance Code

I.-Any agreement entered into directly or through an intermediary between a mutual insurance company and one of its directors, members of the supervisory board, members of the management board or salaried managers must be submitted for prior authorisation by the board of directors or the supervisory board. The same applies to agreements in which one of the persons referred to in the previous paragraph has an indirect interest. Agreements between…

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Article R322-58 of the French Insurance Code

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…

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Article Annexe I art. R*322-58 of the French Insurance Code

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…

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Article R322-59 of the French Insurance Code

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….

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Article R*322-60 of the French Insurance Code

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.

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Article R*322-61 of the French Insurance Code

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.

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Article R322-62 of the French Insurance Code

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…

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