Chapter II: Constitution and operating rules

I.-The term “mutualist representative” refers to any natural person, other than the director referred to in article R. 322-53 or the member of the supervisory board referred to in article R. 322-54, who is a member of a mutual insurance company or the representative of a legal entity which is a member of a mutual insurance company, and who provides the latter, without any employment contract, with personal and voluntary…

I.-The duties of director, member of the Supervisory Board and mutual agent are free of charge. However, if the Articles of Association so provide, the Board of Directors or the Supervisory Board may decide to allocate allowances to its members, within the limits set by the General Meeting, and to reimburse their travel, subsistence and childcare expenses. The Board of Directors or the Supervisory Board may also decide to allocate,…

I.-The directors or members of the Supervisory Board are chosen from among the members who are up to date with their subscriptions, with the exception of those elected by employees. If, during their term of office, a director or member of the Supervisory Board ceases to be a member-policyholder, they are automatically deemed to have resigned if they have not regularised their situation within three months. However, the Articles of…

I.-The Company’s Articles of Association must specify an age limit for directors or Supervisory Board members, applying either to all directors or Supervisory Board members, or to a specified percentage of them. In the absence of an express provision in the Articles of Association, the number of directors or Supervisory Board members over the age of seventy may not exceed one third of the directors or Supervisory Board members in…

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…

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…

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…

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…