Chapter I: Miscellaneous provisions applicable to medical auxiliaries

The organisation of the management and the determination of the powers of the Executive Chairmen are set out in the Articles of Association in accordance with the conditions set out in article 11 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies.

Decisions which exceed the powers of the managing partners shall be taken by the members at a general meeting. They may not result from a written consultation of the shareholders. The General Meeting is held at least once a year. It may also be convened at the request of one or more shareholders representing at least half the number of shareholders, and the request must indicate the proposed agenda. The…

Minutes are taken of each meeting and signed by the members present. They contain, in particular, the date and place of the meeting, the written items on the agenda, the identity of the members present or represented, a summary of the discussions, the text of the resolutions put to the vote and the results of the votes. The minutes are recorded in a special register, which must first be listed…

When the decision of the members results from their consent expressed in a deed, this decision is mentioned on its date in the register provided for in Article R. 4381-43. The entry in the register must indicate the form, nature, purpose and signatories of the deed. The deed itself, if it is a private deed, or an authentic copy thereof, if it is a notarised deed, is kept by the…

Copies or extracts of the minutes of shareholders’ meetings are validly certified by a single managing director. During the liquidation of the company, they are validly certified by a single liquidator.

Each shareholder has an equal number of votes, regardless of the number of shares held. However, where members only work part-time, the Articles of Association may allocate them a reduced number of votes. A shareholder may give a written mandate to another shareholder to represent him at the meeting. No member may hold more than two proxies. The General Meeting may only validly deliberate if at least three quarters of…

Apart from the cases provided for by article 19 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies and by articles R. 4381-48, R. 4381-52, R. 4381-79 and R. 4381-80 imposing special majority conditions, decisions are taken by a majority of the votes held by the members present or represented. In all cases, the Articles of Association may provide for a higher majority or even unanimity…

Any amendment to the Articles of Association shall be decided by a majority of three quarters of the votes of the members present or represented. The adoption and amendment of the by-laws shall be decided by the same majority. However, an increase in the liabilities of the members may only be decided unanimously.

At the end of each financial year, the manager(s) shall draw up, in accordance with the conditions laid down in the Articles of Association, the company’s annual financial statements, a report on the results for the financial year and proposals for their allocation. Within three months of the end of the financial year, the documents referred to in the previous paragraph are submitted to the General Meeting for approval. To…

Any member may, at any time, inspect the documents referred to in Article R. 4381-49, the minute books and the registers and documents held by the company. The right to inspect includes the right to take copies.