Title III: The medical profession

Company shares are freely transferable between members. They may only be transferred to third parties with the consent of all the shareholders. If the transferee’s consent is refused, the shareholders are obliged, within six months, to acquire the shares or have them acquired at a price set by an expert, in the absence of agreement between the parties. Failing this, the transferring shareholder may carry out the transfer initially planned….

If a member is convicted of a criminal offence or is struck off the roll of doctors, he or she is automatically excluded from the cooperative. When the company has more than two members, the exclusion of a member may be decided by the other members acting unanimously if that member has committed a serious breach of the Articles of Association or the internal rules of the cooperative, or if…

A member who is excluded from the cooperative under the conditions set out in article R. 4131-16 or who withdraws from the cooperative is only entitled to the reimbursement of his contribution. If there are losses, the reimbursement is made only after deduction of the share of the member in the losses recorded by the inventory that preceded the retirement or exclusion.

Except in the event of the transfer of shares to a member or a third party, a member who ceases to be a member shall remain liable to third parties for the debts and commitments of the company contracted prior to his withdrawal, in accordance with the provisions of Article 1857 of the Civil Code, for a period of five years. For the application of the provisions of the previous…

The death of a shareholder does not in itself result in the dissolution of the company. However, the heirs and assigns of a deceased member may only claim remuneration for the contribution made by the deceased in the form of any interest stipulated in the Articles of Association, in accordance with article 14 of law no. 47-1775 of 10 September 1947 on the status of cooperative societies. They have a…

Doctors’ cooperatives are administered by a managing director chosen from among the members. The manager is appointed by the members acting unanimously. The term of office, which may not exceed six years, is set by the Articles of Association. The Executive Chairman may be re-elected. In companies with more than two members, the other members, acting unanimously, may dismiss the Executive Chairman.

The Executive Chairman shall be liable to the company, to the shareholders and to third parties either for breaches of the provisions of the legislation in force, or for breaches of the Articles of Association, or for misconduct in his management. Each partner alone is liable for the professional acts that he performs.

The General Meeting meets at least once a year. Each shareholder has one vote, regardless of the fraction of the capital subscribed by him. A member may only be represented at the meeting by another member, but no member may have more than two votes.

Each year, the Members’ Meeting sets the amount of the fees that each member is required to pay to the cooperative to enable it to cover its costs and expenses, in accordance with the terms and conditions set out in the Articles of Association. The fee is calculated on the basis of the services rendered by the company to each member.

At least one-twentieth of the cooperative’s operating surpluses is deducted annually to form a reserve fund. The remainder of the operating surplus is, by decision of the Members’ Meeting, placed in reserve, or distributed among the members in proportion to the amount of the fees they have paid to the cooperative, or allocated, in the form of a grant, either to other doctors’ cooperatives or unions of cooperatives, or to…