Chapter II: Constitution and operating rules

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…

The decision to affiliate to an insurance group company or to terminate such affiliation is taken at the general meeting of each mutual insurance company, which rules under the conditions laid down in article R. 322-65. The same general meeting shall make any amendments to the articles of association relating to this decision and approve the affiliation agreement described in article R. 322-165.

The General Meeting appoints one or more statutory auditors for a term of six financial years. The following persons may not be appointed as auditors of a company governed by this section 1° The founders and directors, members of the supervisory board or members of the management board of the company, as well as their parents and relatives up to and including the fourth degree; 2° Persons and spouses of…