Section 2: Sociétés civiles professionnelles de médecins ou de chirurgiens-dentistes (non-trading partnerships of doctors or dental surgeons)

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 inarticle 11 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies.

Decisions that exceed the powers of the managing partners are taken by the shareholders at a general meeting. The 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 procedure for convening the meeting is set out in the Articles of Association.

Minutes are taken of each meeting and signed by the members present. They contain, in particular, the date and place of the meeting, the 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 and…

Each member has an equal number of votes regardless of the number of shares he owns. 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 General Meeting. No member may hold more than two proxies. The General Meeting may only validly deliberate if at least three…

Apart from the cases provided for byarticle 19 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies and by articles R. 4113-45, R. 4113-49 and R. 4113-79 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 of the members…

Amendments to the Articles of Association require a majority of three quarters of the votes of the members present or represented. The adoption and amendment of the by-laws are decided by the same majority. An increase in shareholders’ commitments may only be decided unanimously.