Key Benefits:
Prime Minister,
On the report of the Minister of State, Minister of The economy, finance and industry, the Minister of the Interior, Internal Security and Local Freedoms and the Minister of Agriculture, Food, Fisheries and Rural Affairs,
Given the trade code, including its Articles L. 730-1 to L. 730-17;
In light of Decree No. 66-38 of 5 January 1966 on the classification of the Lyon train station as a market of national interest, as amended by Decree No. 68-658 of 10 July 1968 fixing the date of entry into force of the order N ° 67-808 of 22 September 1967 amending and codifying rules Relating to contracts of national interest and amending decrees issued pursuant to Decree No. 53-959 of 30 September 1953;
In view of Decree No. 66-585 of 27 July 1966 on the organisation of the guardianship of the markets of interest National;
In view of Decree No. 68-659 of 10 July 1968 on the general organization of the national interest markets;
Seen the deliberations of the extraordinary general meetings of the shareholders of the Société d' économie mixte de gestion du Lyon National Interest Market of June 21, 1985, June 26, 1987, January 29, 2001 and 18 September 2001, the Conseil de la communauté urbaine de Lyon of 30 October 2000 and the General Council of the Rhône of 23 February 2001;
In view of the opinions of the Committee on Contracts of National Interest of 27 September 2001 and 29 January 2003;
Le State Council (Finance Section) Heard,
Clipping:
Approved as attached to this Order the amendments to sections 1, 3, 5, 6, 10, 11, 16, 18, 19, 20, 22, 23, 27, 28, 30, 31, 32, 36, 38, 39, 40, 41, 43, 44, 45, 47, 48, 49, 50, 51, 54 and 55 of the Société d' économie mixte pour la gestion du marché d' intérêt national de Lyon (SOGELY).
Minister of State, Minister of Economy, Finance and Industry, Minister for Home Affairs, Internal Security and Local Freedoms, Minister of Agriculture, Food, Fisheries and Business Rural and the Minister Delegate to Small and Medium-sized Enterprises, Trade, Handicrafts, Professions and Consumer Affairs are each responsible for the implementation of this Decree, which will be published in the Journal Official of the French Republic.
A N N E X E
STATUTES OF THE JOINT ECONOMY OF THE
NATIONAL INTEREST MARKET (SOGELY)
Changes to Articles 1, 3, 5, 6, 10, 11, 16, 18, 19, 20, 22, 23, 27, 28, 30, 31, 32,
36, 38, 39, 40, 41, 43, 44, 45, 47, 48, 49, 50, 51, 54, 55 of the statuses
Previous Write
Article 1
Shape
It is formed, between the owners Of the following actions created and those that may be created later, a A joint venture of mixed economy governed by the laws and regulations in force relating to public limited-liability companies and the participation of local authorities in such companies, and by these statutes.
New Drafting
Article 1
Shape
It is formed, between the owners of the following actions created and those that may later be created, an anonymous company of mixed economy governed by the laws and regulations in Applicable to public limited-liability companies and to the participation of Territorial communities to societies of this nature, and by these statutes.
Article 3
Head Office
The head office is located in Lyon (2nd), 34-36, rue Casimir-Périer. It may be transferred under the terms of section 99 of the Act of July 24, 1966.
Article 3
Head Office
The head office is located in Lyon (2nd), 34-36, rue Casimir-Périer. It may be transferred under the terms of article L. 225-36 of the trade code.
Article 5
Social Capital
Social capital is set at one million francs divided into ten thousand shares of One hundred francs each, issued against species, including 5,800 category " A " And 4,200 category " B ". It may be increased or reduced under the conditions set out in Articles 6 and 7 below.
The actions of the category " A " Can belong only to persons of public law.
Article 5
Social Capital
Social capital is set at one hundred and sixty thousand (160,000) euros divided into ten thousand shares, of which 5,100 Category " A " And 4,900 of the category " B ". It may be increased or reduced under the conditions set out in Articles 6 and 7 below.
The actions of the category " A " May belong only to persons of public law.
Article 6
Increase in capital
Social capital may, subject to the provisions of the Act of July 24, 1966 and the Order in Council On 23 March 1967, be increased, in one or more times, by the creation of new shares in representation of contributions in cash or in kind, or by the conversion into shares of the reserves of the company or by any other means permitted by law, the Pursuant to a deliberation of the General Assembly taken under the conditions Set out in Article 45 below and subject to the actions of the category " A " Always represent at least 51 % of the capital.
In the event of an increase in the capital by issue of shares payable in numeraire, the owners of the shares " A " Previously created by this increase in capital shall, in accordance with the laws in force, have a right of preference for the subscription of shares " A " Issued in proportion to the owned capital and the owners of the shares " B " Have the same right of preference for the subscription of shares " B ". The conditions under which this right is exercised shall be determined by the Administrative Board. Holders of shares who do not have a sufficient number of shares to obtain an action in the new program may meet to exercise their rights without ever being the result of an undivided subscription.
Article 6
Increase in capital
Social capital may, subject to the provisions of Book II of the Code of Commerce and amended Order No. 67-236 of March 23, 1967, be increased, in one or more By the creation of new shares in representation of contributions in cash or in kind, Or by the conversion into shares of the reserves of the company or by any other means permitted by law, all in accordance with a deliberation of the general meeting taken under the conditions laid down in Article 45 below and provided that the actions Of category " A " Always represent at least 51 % of the capital.
In the event of an increase in the capital by issue of shares payable in numeraire, the owners of the shares " A " Previously created by this increase in capital shall, in accordance with the laws in force, have a right of preference for the subscription of shares " A " Issued in proportion to the owned capital and the owners of the shares " B " Have the same right of preference for the subscription of shares " B ". The conditions under which this right is exercised shall be determined by the Administrative Board. Holders of shares who do not have a sufficient number of shares to obtain an action in the new program may meet to exercise their rights without ever being the result of an undivided subscription.
Article 10
Defunct Shareholders
Failing payment within thirty days from the date fixed for payment, it is addressed to any failed shareholder with a registered letter To fulfill its commitment within 30 days. After this period, the company may sell the shares on which the payments called have not been made.
To that effect, a notice of sale indicating the numbers of the shares in question is published in a newspaper of legal announcements Of the head office; the sale may take place thirty days after this publication. As soon as the date of sale is fixed, notice is given to the defaulting shareholder.
The sale of the shares may take place in bulk or in detail in one or more times. It is done for the account and at the risk of the delay. It is carried out by the ministry of a notary. However, the award is final only if the contract awardee has obtained the prior agreement of the board of directors. In the absence of prior agreement, the award shall be made subject to suspension of approval under the conditions laid down in Article 15 of the Statute.
On the net proceeds of the sale, the fees shall be charged first and then the Interest due, and the capital owing. The available surplus belongs to the dispossessed shareholder. If there is a deficit, the remaining shareholder remains liable for the difference.
Securities originating in the shares thus sold become void of full interest; they must be returned to the company issuing to the purchasers of new securities bearing The same numbers and a reference to duplicates.
The provisions of this Article shall not apply to local communities which are shareholders for which the provisions of Article 62 of the Act of 10 August 1871 and Of Article 179 of the code of the municipal administration, as opposed to the other Persons under public law.
Article 10
Defunct Shareholders
Failing payment within thirty days from the date fixed for payment, it is addressed to any defaulting shareholder A letter recommended by the applicant to fulfill his or her commitment within 30 days. After this period, the company may sell the shares on which the payments called have not been made.
To that effect, a notice of sale indicating the numbers of the shares in question is published in a newspaper of legal announcements Of the head office; the sale may take place thirty days after this publication. As soon as the date of sale is fixed, notice is given to the defaulting shareholder.
The sale of the shares may take place in bulk or in detail in one or more times. It is done for the account and at the risk of the delay. It is carried out by the ministry of a notary. However, the award is final only if the contract awardee has obtained the prior agreement of the board of directors. In the absence of prior agreement, the award shall be made subject to suspension of approval under the conditions laid down in Article 15 of the Statute.
On the net proceeds of the sale, the fees shall be charged first and then the Interest due, and the capital owing. The available surplus belongs to the dispossessed shareholder. If there is a deficit, the remaining shareholder remains liable for the difference.
Securities originating in the shares thus sold become void of full interest; they must be returned to the company issuing to the purchasers of new securities bearing The same numbers and a reference to duplicates.
The provisions of this section shall not apply to the territorial communities that are shareholders for which the applicable laws and regulations are to be enforced, and not to the other People of public law.
Article 11
Form of shares
The first payment is evidenced by a nominal receipt that will be exchanged within six months of the incorporation of the company against a provisional share. Any subsequent payments, with the exception of the last one, will be mentioned on this provisional title.
The final payment will be made against the surrender of the final title.
The shares are all nominative, indivisible in respect of the Company.
The final stock of shares is extracted from a stumpage register, with a serial number and the signature of two directors or an administrator and a delegate of the board of directors. If the securities are signed by two directors, one of these signatures may be printed or stamped with a claw.
Shares owned by persons under public law are deposited in their accounting office.
Article 11
Shape of Actions
Actions are all nominative. They are indivisible to society. In accordance with Article 94-II of Law No. 81-1160 of 30 December 1981, codified under Article 1649-4-0 B of the General Tax Code, the shares shall not be physically represented; the quality of the shareholder shall be the result of the registration in the Account opened on behalf of each owner of shares in company writes.
Item 16
Board Composition
Corporation is governed by a board Administration of twelve members appointed under specified conditions The
of persons under public law who must in any event be majority in the board of directors shall be appointed in accordance with the relevant legislative and regulatory provisions. These appointments are not subject to the approval of the general meeting of shareholders.
Other directors are appointed by the general meeting; representatives of public law persons at the general meeting do not participate The term of office of such directors shall become effective only if, within a period of one month from the day on which their designation is notified to the ministers responsible for the technical supervision of the market, they do not oppose them.
Article 16
Board Composition Administration
The company is administered by a Board of Directors with a minimum of twelve members and fifteen members appointed under the following conditions:
Representatives of legal persons Public, who must in any event be majority in the board of directors shall be appointed in accordance with the relevant legislative and regulatory provisions. These appointments are not subject to the approval of the general meeting of shareholders.
Other directors are appointed by the general meeting; representatives of public law persons at the general meeting do not participate The appointment of such directors shall not be effective unless, within a period of one month from the day on which their designation is notified to the Ministers responsible for the technical guardianship of the market, they shall not Opposition.
Article 18
People Participation Corporations
The public or private shareholders of the corporation may be a member of the board of directors. They shall be represented in the deliberations of the Board by a person who has been given the power to do so.
The mandate of the representatives of the local authorities shall be exercised in accordance with Title III of Decree No. 59-1201 of 19 October 1959.
Article 18
Participation of corporations
The public or private shareholders of the corporation may be a member of the board of directors. They are represented in the deliberations of the Board by a person who has been given the authority to do so.
The mandate of representatives of territorial communities is exercised in accordance with the laws and regulations in force.
Article 19
Term of office of directors-
age limit for officers
The term of office of directors other than persons of public law may not exceed six Years.
Their term of office is extended to the General Assembly Acting on the accounts of the previous year and held in the year in which their term expires.
Outgoing members are eligible for re-election.
The administrator appointed to replace another director shall remain in office only Until the end of the term of office of its predecessor.
The term of office of the representatives of the local authorities shall end with the expiration of the powers of the Assembly which appointed them. However, in the event of the resignation of all members of the Assembly, the term of office shall expire only on the appointment of new representatives by the new Assembly. Outgoing representatives are eligible for re-election. In the case of vacancies reserved for local authorities, the municipal or general councils shall provide for the replacement of their representatives within the shortest time limit. In the interval of the sessions of the General Councils, the Departmental Commission shall appoint, on a provisional basis, the representatives of the Department. Representatives of local authorities may be relieved of their duties on the board of directors by the assembly that elected them.
With the exception of regulations concerning persons governed by public law, the age limit applies to All duties performed by directors, permanent representatives of communities, institutions or governing bodies and directors general, appointed in accordance with Articles 16, 17, 18, 19, 21 and 25 of these Statutes, shall be Age 75.
Replacement of directors or officers Attained by this measure must be effected either by the first ordinary general meeting held validly after the 75th anniversary of the person (s) or by the board of directors meeting immediately after the said meeting.
Article 19
Term of office of directors-
age limit for officers
The term of office of directors other than those representing persons of public law may not exceed Six years.
Their term of office is extended to The general meeting sitting on the accounts for the year and held in the year in which their term expires.
Outgoing members are eligible for re-election.
The administrator appointed to replace another director shall remain The
of office of the representatives of the territorial communities shall end with the expiration of the powers of the Assembly which appointed them. However, in the event of the resignation of all members of the Assembly, the term of office shall expire only on the appointment of new representatives by the new Assembly. Outgoing representatives are eligible for re-election. In the event of vacancies reserved for local and regional authorities, the municipal or general councils shall provide for the replacement of their representatives within the shortest period of time. In the interval of the sessions of the General Councils, the Departmental Commission shall appoint, on a provisional basis, the representatives of the Department. The representatives of the local authorities may be relieved of their duties on the board of directors by the assembly that elected them.
Except for regulations concerning persons of public law, the age limit Applying to all duties performed by directors, permanent representatives of communities, institutions or governing bodies and directors general, appointed in accordance with Articles 16, 17, 18, 19, 21 and 25 of the Present statuses, is 75 years.
Replacing administrators or To be carried out by the first ordinary general meeting validly held after the 75th anniversary of the person (s) or by the board of directors immediately after the said general meeting. Assembly.
Article 20
Warranty for administrator management
Each administrator must be the owner for the duration of his or her term of at least one action. This action is devoted to the guarantee of all the acts of management, it is inalienable, stamped with an inalienability and deposited in the social fund.
Representatives of the communities, institutions and bodies Members of the board of directors cannot personally own shares.
Each community must assign to the guarantee of the actions of the management of its representatives as many actions as it has seats on the board Administration. These actions are also inalienable.
Warranty actions owned by public law persons must be deposited in their accountant's office.
Article 20
Warranty for the management of Administrators
Each administrator must be the owner for the duration of his or her term of at least one action. This action is assigned to the warranty of all management actions.
Phrase Member Removed
Representatives of communities, institutions, and public bodies that are members of the board
Each community must assign to the guarantee of the actions of the management of its representatives as many actions as it has seats on the board of directors. These actions are also inalienable.
Paragraph deleted
Item 22
Board Meetings
The Board of Directors Meeting on the convening of the Chairperson or, in his absence, a Vice-Chairperson, either at the head office or in any other place indicated by the convening.
However, directors constituting at least one-third of the members of the Board May, by indicating the agenda of the meeting, To convene the Board if it has not met for more than two months. The summons shall be mandatory if required by the Government Commissioner.
The agenda shall be addressed to each director at least five days before the meeting.
Any director may give, even by letter or telegram, One of his colleagues may represent him at a meeting of the Board, but each director may represent only one of his colleagues. In the case of representatives of persons of public law, the representation may only be represented in respect of the other representatives of such legal persons.
The actual presence of at least half of the members of the board Administration, including half of the representatives of the local authorities, is necessary for the validity of the proceedings.
The proceedings shall be taken by a majority of the votes of the members present or represented, each director Having one vote and the administrator of one of its colleagues with two votes ; in the event of a division, the President's voice is paramount.
Article 22
Meetings of the Board of Directors
The Board of Directors meets on the convening of its Chairperson or, in its Absence, of a vice-chairperson, either at the head office or in any other place indicated by the meeting.
However, directors constituting at least one-third of the members of the board of directors may, by indicating the order of business of the The meeting, to convene the Board if it has not met for more than Two months. The summons shall be mandatory if required by the Government Commissioner.
The agenda shall be addressed to each director at least five days before the meeting.
Any director may give, even by letter or telegram, One of his colleagues may represent him at a meeting of the Board, but each director may represent only one of his colleagues. In the case of representatives of persons of public law, the representation may only be represented in respect of the other representatives of such legal persons.
The actual presence of at least half of the members of the board Administration, including half of the representatives of the local authorities, is necessary for the validity of the proceedings.
The proceedings shall be taken by a majority of the votes of the members present or represented, each Administrator with a voice and the proxy administrator of one of his or her colleagues Two votes; in the event of sharing, the President's voice is paramount.
Article 23
Minutes
The proceedings of the Board of Directors are recorded by minutes Signed by the President of the sitting and by the Secretary or by a majority of the members of the Board who took part in the meeting.
Copies or extracts The minutes shall be certified by the persons listed in Article 87 of the March 23, 1967.
The rationale for the number of directors in office, the authority of directors representing their absent colleagues, and the authority given to their representatives by communities, institutions and Members of the board, result sufficiently in respect of one-third of the minutes of the board of directors.
Directors representing persons under public law shall sit and act with the same rights and powers Other members of the board of directors with respect to both Company only vis-a-vis third parties.
Article 23
Minutes
The proceedings of the Board of Directors shall be recorded by minutes recorded on a special register, which shall be kept on the Signed by the President of the sitting and by the Secretary or by the majority of the members of the Board who took part in the meeting.
Copies or extracts of the minutes shall be certified by the Persons listed in section 87 of the amended Order No. 67-236 dated March 23, 1967
Rationale for the number of directors in office, that of the directors representing their absent colleagues, and the authority given to their representatives by the communities, institutions and organizations that are members of the Advice, result sufficiently in respect of third parties to the minutes of the board of directors.
Directors representing persons under public law shall sit and act with the same rights and powers as others Members of the board of directors both vis-vis the company and vis - Third parties.
Article 27
Directors' liability
Subject to the application of the provisions of Article 1596 of the Civil Code and Article 175 of the Criminal Code, of Agreements may be between the corporation and one of its directors, as well as between the corporation and another business, of which one of the directors of the corporation is an associated owner, manager, director or director; and Agreements shall only take place in accordance with the conditions laid down in Articles 101 and Pursuant to the Act of July 24, 1966.
It is prohibited for directors to borrow from the corporation, to be consented to by it in a current account or otherwise, and to cause or endorse Their commitments to third parties.
Article 27
Directors' liability
Subject to the application of the provisions of Article 1596 of the Civil Code and Article 432-12 of the Code Agreements may be between the company and one of its Directors, as well as between the corporation and another business, of which one of the directors of the corporation is the associated owner, manager, director or director; these agreements must only occur under the prescribed conditions Articles L. 225-38 et seq. Of the code of commerce.
It is prohibited for directors to borrow from the corporation, to be consented to by it a current account or otherwise, and to cause or Endorse their commitments to third parties.
Article 28
Personnel
The appointment of the President and, if applicable, the appointment of the Director General shall be subject to the approval of the Ministers responsible for the technical supervision of the contract. If Director positions are created, appointments to these positions shall be subject to the approval of the Government Commissioner. The Director General may be relieved of his duties only after the opinion of the Government Commissioner.
Article 28
Personnel
The Director of the Contract shall not be appointed or relieved of his duties After the opinion of the Commissioner of the Government.
Article 30
Accounts commissioners, appointment,
term of office
Notwithstanding the provisions of Article 17 of Law No. 83-597 of 7 July 1983, and in accordance with the provisions of Decrees No. 55-733 of 26 May 1955 On the organisation of the economic and financial control of the State and n ° 68-659 of 10 July 1968, on the general organisation of the markets of national interest, and the decision of the Committee on Contracts of National Interest dated 19 March 1987, the following provisions of this Article 30 shall remain in force until otherwise decided.
The ordinary general meeting shall designate, for six years, under the conditions laid down in Articles 218 et seq. Of Law No. 66-537 of 24 July 1966, as amended, one or more auditors, and one or more A number of deputy auditors responsible for carrying out the tasks assigned to them by the abovementioned articles.
If several Commissioners are in office, they must submit a joint report, except to indicate, in the event of disagreement, The different opinions expressed.
The auditors are eligible for re-election. They are entitled to remuneration that is fixed by the General Assembly.
Article 30
Accounts Commissioners, Appointment,
Terms of Reference
Notwithstanding the provisions of Section 17 of the Act N ° 83-597 of 7 July 1983, and in accordance with the provisions of Decrees Nos 55-733 of 26 May 1955 amending the organisation of the economic and financial control of the State and n ° 68-659 of 10 July 1968 on the general organisation of the markets Of national interest, and the decision of the Committee on the Guardianship of the Markets of Interest As of 19 March 1987, the following provisions of this Article 30 shall remain in force until otherwise decided.
The ordinary general meeting designates, for six years, under the conditions laid down in Articles L. 225-218 Of the trade code, one or more auditors, as well as one or more deputy auditors, responsible for carrying out the tasks entrusted to them by the aforementioned
. Function, they shall submit a joint report, except to indicate, in the case of Disagreement, the different opinions expressed.
The auditors are eligible for re-election. They are entitled to remuneration fixed by the General Assembly.
Article 31
Government Commissioner
In accordance with the provisions cited in the first paragraph of Article 30 Above, a Government Commissioner and a State Comptroller sit with the company. They are appointed and carry out their duties under the conditions laid down in the laws and regulations in force.
Article 31
Government Commissioner-State Controller
Sentence Member Deleted
A Government Commissioner and a State Comptroller sit with the company. They are appointed and perform their duties under the conditions set out in the applicable laws and regulations.
Article 32
Common provisions for general meetings
The assembly Regularly constituted represents the universality of the shareholders. Its decisions are mandatory for all, even absent, dissenting, or incapable.
It is made up of all shareholders whose shares are released from the payments due.
Share owners can attend General meetings without prior formalities.
Any shareholder may receive the powers of other shareholders to be represented at an assembly, without limits other than those resulting from legal or statutory provisions Fixing the maximum number of votes available to the same person, Both in his or her personal name and as an agent. The mandate is given for a single meeting. It may, however, be given for two meetings, one ordinary, the other extraordinary, held on the same day or within seven days. The mandate given for an assembly is for successive meetings convened with the same agenda.
Communities, institutions and public or private bodies, shareholders of the corporation, are represented at the general meetings By a delegate who has been given power to that effect and appointed with regard to local authorities under the conditions laid down by the legislation in force.
The form of the powers of representatives of public or private institutions and bodies Is stopped by the board of directors.
In all Quorum is calculated after deducting the private shares of the right to vote under the existing legislation.
Section 32
Common provisions for general meetings
The regularly constituted general meeting represents the universality of shareholders. Its decisions are mandatory for all, even absent, dissenting, or incapable.
It is made up of all shareholders whose shares are released from the payments due.
Share owners can attend General meetings without prior formalities.
Any shareholder may receive the powers of other shareholders to be represented at an assembly, without limits other than those resulting from legal or statutory provisions Fixing the maximum number of votes available to the same person, Both in his or her personal name and as an agent. The mandate is given for a single meeting. It may, however, be given for two meetings, one ordinary, the other extraordinary, held on the same day or within seven days. The mandate given for an assembly is for successive meetings convened with the same agenda.
Communities, institutions and public or private bodies, shareholders of the corporation, are represented at the general meetings By a delegate who has been given power to that effect and appointed in respect of the territorial authorities under the conditions laid down by the legislation in force.
The form of the powers of the representatives of public institutions and bodies, or Private is stopped by the board of directors.
In all Assemblies, quorum is calculated after deducting the private shares of the right to vote under existing legislation.
Item 36
Fact Sheet
It is required A presence sheet containing the names and addresses of the shareholders present and represented and the number of shares owned by each of them. This sheet, established in accordance with the conditions laid down in Article 145 of the Decree of 23 March 1967, shall be paid by the shareholders present or their representatives and certified by the Bureau of the Assembly; it shall be deposited at the head office and shall Be communicated to any applicant.
Article 36
Fact Sheet
A presence sheet containing the names and addresses of the shareholders present and represented and the number of Actions owned by each of them. This sheet, drawn up in accordance with the conditions laid down in Article 145 of the amended Decree No. 67-236 of 23 March 1967, shall be paid by the shareholders present or their representatives and certified by the Bureau of the Assembly; it shall be deposited at the seat Social and shall be communicated to any applicant.
Article 38
Ordinary General Assemblies
The ordinary general meeting shall take all decisions other than those referred to in Article 153 and 154 of the Act of 24 July 1966 concerning the competence of the Assemblies
The ordinary general meeting shall take all decisions other than those referred to in Articles L. 225-96 and L. 225-
of the General Assembly. Code of trade concerning the jurisdiction of extraordinary general meetings.
Article 39
Meeting of ordinary general meetings
The ordinary general meeting is convened by the Governing Council within six months of the Termination of the fiscal year.
Ordinary general meetings may also be convened in exceptional circumstances.
The Board is required to convene the General Meeting when the request is made by the shareholders representing at least The tenth of the social capital.
Consummons to ordinary general meetings shall be made at least 15 clear days in advance. This period may be reduced to six clear days in the case of a second convocation.
Article 39
Meeting of ordinary general meetings
The ordinary general meeting is convened by the Board of Directors within six months of the end of the fiscal year.
Ordinary general meetings may also be convened in exceptional circumstances.
The Board is required to convene the General Meeting when the application is made. It shall be made by the shareholders representing at least the tenth
Consummons to ordinary general meetings shall be made at least 15 days in advance. This delay can be reduced to six days when it is a second convocation.
underlined word deleted
Article 40
Quorum and majority
The ordinary general meeting, to be validly held, shall be composed of a number of shareholders representing at least half of the social capital; persons under public law shall be represented at least half of the The capital they hold.
If these conditions are not met, The assembly is reconvened. In this second meeting, the deliberations are valid regardless of the number of actions represented. However, persons under public law must hold more than half of the votes.
Deliberations are taken by a majority of the votes of the members present or represented.
Article 40
Quorum and majority
The ordinary general meeting, in order to unvalidly deliberate, must be composed of a number of shareholders representing at least one quarter of the social capital; persons under public law must be represented for the quarter to the Less capital they hold.
If these conditions are not The meeting is called again. In this second meeting, the proceedings shall be valid regardless of the number of shares represented.
The proceedings shall be taken by a majority of the votes available to the shareholders present or represented.
Phrase deleted
Deliberations are taken by a majority of the votes available to shareholders present or represented.
Section 41
General Assemblies Proficiency Ordinary
The annual general meeting hears the Report of the Board of Directors on social affairs and the reports of the auditors.
It discusses, approves, redresses the accounts and sets out the amounts to be allocated in the framework of the provisions of Title VI below. It decides on the admission of bonds creating bonds or vouchers.
It decides to set up reserves under the conditions set out in Title VI.
It designates the administrators and sets the value of the presence tokens.
It appoints the auditors and determines the amount of their remuneration.
It gives all leave, ratifications and discharges.
It decides on the special report of the auditors, in accordance with the provisions of the article. 103 of the Act of 24 July 1966 and gives the approvals provided for by this
It confers on the Board of Directors all powers that are requested for special operations, provided that they do not fall within the jurisdiction of the Extraordinary General Meeting.
Article 41
Competence of ordinary general meetings
The annual general meeting hears the report of the board of directors on social affairs and the reports of the auditors.
Discusses, Approves, redresses the accounts and sets the amounts to be allocated in the Framework of the provisions of Title VI below. It decides on the admission of bonds creating bonds or vouchers.
It decides to set up reserves under the conditions set out in Title VI.
It designates the administrators and sets the value of the presence tokens.
It appoints the auditors and determines the amount of their remuneration.
It gives all leave, ratifications and discharges.
It decides on the special report of the auditors, in accordance with the provisions of the article. L. 225-40 of the Commercial Code and gives the approvals provided for in this
It gives the board of directors any powers that are required for special operations, provided that they do not fall within the purview of the extraordinary general meeting.
Article 43
Extraordinary General Assemblies
In accordance with section 153 of the Act of July 24, 1966, general meetings are said to be extraordinary when their purpose is to make a change to the Company statuses.
Article 43
Extraordinary General Assemblies
In accordance with Article L. 225-96 of the Code of Commerce, general meetings are said to be extraordinary when their object is to amend the articles of the Company.
Article 44
Extraordinary General Meetings
Extraordinary general meetings are held whenever the interest of the corporation so requires.
Consummons Extraordinary general meetings shall be made at least fifteen Freedays in advance, subject to the legislative provisions for meetings on convocations, other than the first.
Article 44
Extraordinary General Meetings Meeting
Extraordinary General Meetings are convened whenever the interest of the corporation so requires.
Summons to extraordinary general meetings shall be made at least fifteen days in advance, subject to the provisions of the Legislatures for meetings on convocations, other The first.
Word deleted
Article 45
Quorum and majority in extraordinary general
assemblies
General Assembly Extraordinary is regularly constituted and is validly deliberated only if it is composed of a number of shareholders representing at least half of the share capital and if the persons of public law are represented at least half of them The capital they hold.
When an assembly could not The second meeting shall be convened in the form provided for in Article 124 of the decree of 23 March 1967, and the notice of invitation must recall the date of the first meeting.
It shall be valid only if The shareholders present or represented shall have at least one quarter of the voting shares on the second convocation. In the absence of this latter quorum, the second meeting may be extended to a later date not more than two months than the date on which it was convened.
The extraordinary general meeting shall act by a two-thirds majority of the votes Have the shareholders present or represented.
Article 45
Quorum and majority in extraordinary general
meetings
The extraordinary general meeting is not regularly Constituted and deliberate only if it is composed of a number Shareholders representing at least one-third of the share capital and if persons under public law are represented for at least half of the capital they hold.
Where a meeting has not been able to release regularly due to a lack of quorum The second meeting is convened in the forms provided for in Article 124 of the amended Decree No. 67-236 of 23 March 1967 and the notice of invitation must recall the date of the first.
It shall be valid only if the shareholders Present or represented shall have at least, on the second convocation, a quarter of the Shares having the right to vote. In the absence of this latter quorum, the second meeting may be extended to a later date not more than two months than the date on which it was convened.
The extraordinary general meeting shall act by a two-thirds majority of the votes Have the shareholders present or represented.
Article 47
Social Year
Social year starts on January 1 and ends on 30-1 December.
By exception, first Exercise includes time since incorporation, Up to thirty-one December of the year of this Constitution if the Constitution intervenes before 30 June, up to thirty-one December of the following year if the corporation is incorporated after June 30.
Article 47
Social Year
The social exercise starts on the first of January and ends on the thirty-one December.
Paragraph deleted
Item 48
Inventory-balance sheet,
profit and loss account
An inventory is established each year containing an indication of the corporation's assets and liabilities. In this inventory, the various elements of the social asset are subject to the depreciation that is determined by the board of directors.
It also includes a balance sheet, a profit and loss account, and a general operating account.
These documents shall be made available to the auditors and communicated to the shareholders in accordance with the requirements of the Law of 24 July 1966 and the Decree of 23 March 1967; they shall be transmitted annually to the General Paymaster General, Accompanied by a copy of the report of the auditors.
Article 48
Inventory-annual accounts
An inventory and annual accounts are drawn up at the close of each financial year, in accordance with the provisions of Title II of the Book I of the Code of Trade.
These documents shall be made available to the auditors and communicated to the shareholders in accordance with the requirements of Book II of the Commercial Code and amended Decree No. 67-236 of 23 March 1967; they shall be transmitted Annually to the general paymaster, accompanied by a copy of the report of the
Article 49
Benefits
Net income is defined as net income for the year, net of overhead and other payroll taxes, as well as Any depreciation of the social assets and any levies necessary for the maintenance of the provisions.
On net profits, it is levied:
1. 5 % for the formation of the legal reserve fund; this levy ceases to be compulsory when the reserve fund reaches an amount equal to one tenth of the social capital, but resumes if, for any cause, the reserve becomes less than that Tenth;
2. The amount required to serve a net interest of 6 % as a statutory dividend on the amount released and unamortized from the shares. In the event that the absence or insufficiency of the net profits of an exercise would not serve this interest, the payment will be made on the net profits of the following year or years.
The surplus shall be affected, as follows: Decisions of the General Assembly, on the establishment of reserves designed in particular to enable the financing of operations of general interest falling within the scope of the social object.
Article 49
Results
Benefits
The results account that summarizes the products And expenses of the financial year show, by difference, after deduction of depreciation and amortisation, the profit for the year.
On the net profit, if any, of previous losses, it is taken:
1. 5 % for the formation of the legal reserve fund; this levy ceases to be compulsory when the reserve fund reaches an amount equal to one tenth of the social capital, but resumes if, for any cause, the reserve becomes less than that Tenth;
2. The amount required to serve a maximum net interest of 6 % as a statutory dividend on the amount released and unamortized from the shares. In the event that the absence or insufficiency of the net profits of an exercise would not serve this interest, the payment may be made on the net profits of the following year or years.
The surplus shall be allocated, as follows: The decisions of the General Assembly, the constitution of reservations intended in particular to enable the financing of operations of general interest falling within the scope of the social object.
Losses
Losses, if any, are, after approval of the accounts by The general meeting, on a special account to be charged on the profits of future years until the end of the year.
Article 50
Payment of dividends
Terms and conditions The payment of dividends voted by the General Assembly shall be fixed by it or, failing that, by the Administrative Council, in accordance with the requirements of Articles 347 to 350 of the Law of 24 July 1966. The settlement of dividends accruing to persons of public law is carried out in the hands of their accountant.
Article 50
Payment of dividends
Terms of payment of dividends By the General Assembly shall be fixed by the General Assembly or, failing that, by the Administrative Council, in accordance with the requirements of Articles L. 232-12 to L. 232-17 of the Commercial Code. The payment of dividends accruing to persons of public law is made in the hands of their accountant.
Article 51
Dissolution
On the proposal of the board of directors, The extraordinary general meeting may, at any time, declare the corporation's early dissolution.
If, as a result of the loss in accounting records, the corporation's equity becomes less than one-half of the corporation 's Social Capital, the Board of Directors shall be held within four months Following the approval of the accounts having shown this loss, to convene the extraordinary general meeting to decide, where appropriate, for the early dissolution of the company. If the dissolution is not pronounced, the company shall be kept, not later than the close of the second financial year following the year in which the finding of the loss occurred, and subject to the provisions of Article 71 of the Law of 24 July 1966, to reduce its capital by an amount at least equal to that of the losses which could not be charged on the reserves, if, within that period, the equity has not been reconstituted to a value at least equal to one half of the capital Social. The resolution will, in all cases, be made public, in accordance with the legislation in force.
A failure to convene the Board of Directors within the above deadline, the Board of Auditors shall be required to convene Themselves the Assembly.
In the absence of a meeting of the General Assembly, as in the case where this Assembly has not been able to discharge validly on the last convocation, any interested party may seek the dissolution of the General Assembly.
It is If the provisions of paragraph 3 have not been applied.
After the Dissolution of the corporation, it may not be sealed or required for any other inventories other than those made pursuant to the articles.
Article 51
Dissolution
On the proposal of the Board Of administration, the Extraordinary General Meeting may, at any time, declare the corporation's early dissolution.
If, as a result of losses in accounting records, the corporation's equity becomes less than Half of the social captial, the board of directors is held in the Four months after the approval of the accounts showing the loss, to convene the extraordinary general meeting to decide, where appropriate, for the early dissolution of the corporation. If the dissolution is not pronounced, the company shall be kept, not later than the close of the second financial year following that in which the finding of the loss occurred, and subject to the provisions of Article L. 224-2 of the code of Trade, to reduce its capital by an amount at least equal to that of the losses which could not be charged on the reserves, if, within that period, the equity has not been reconstituted to a value at least equal to one-half of the capital Social. The resolution will, in all cases, be made public, in accordance with the legislation in force.
A failure to convene the Board of Directors within the above deadline, the Board of Auditors shall be required to convene Themselves the assembly.
In the absence of a meeting of the General Assembly, as in the case where that assembly was not able to discharge validly on the last convocation, all interhatted may seek the dissolution of the corporation.
It is If the provisions of paragraph 3 have not been applied.
After the Dissolution of the corporation, it cannot be sealed or required for any other inventory other than those made in accordance with the articles.
TITLE IX
MISCELLANEOUS
Article 54
Constituent Formalities
The company will only be validly incorporated after all the legal formalities have been completed, that all the shares of the numerary will have been subscribed and that it has been paid half in cash on each of them, What will be evidenced by a notarized declaration made by the Founder, to which will be annexed a statement of subscriptions and payments and that a general meeting held under the conditions laid down in the laws and regulations in force will have recognised the sincerity of the declaration of subscription and payment, Appointed administrators, auditors and their acceptance.
TITLE IX
Repealed
Article 55
Publications
To make the deposits and publications prescribed by the law in respect of Of incorporation, all powers shall be given to the holder of shipments or extracts or copies, both of the present statutes and of the acts and proceedings constituting them thereon.
Done at Paris, July 9, 2004.
Jean-Pierre Raffarin
By the Prime Minister:
Minister of State, Minister of Economy,
Finance and Industry,
Nicolas Sarkozy
The Minister of the Interior,
of Internal Security
and freedoms Locales,
Dominique de Villepin
The Minister of Agriculture, Food,
Fisheries and Rural Affairs,
Hervé Gaymard
The minister delegate
to small and medium-sized enterprises,
Commerce, Crafts,
to Professions Liberal
and consumption,
Christian Jacob
