Key Benefits:
The Prime Minister,
On the report of the Minister of Housing and the City,
Considering the code of construction and housing;
Considering the monetary and financial code;
Having regard to Act No. 2000-321 of 12 April 2000 on the Rights of Citizens in Their Relations with Government, including article 21 of the Act;
In light of amended Order No. 2006-1048 of 25 August 2006 relating to anonymity cooperatives of collective interest for the accession to the property;
Considering the advice of the Advisory Committee on Legislation and Financial Regulation dated 18 June 2007;
The State Council (section of public works) heard,
Decrete:
Title I of Book II of the Construction and Housing Code (regulatory part) is supplemented by a chapter V, which reads as follows:
“Chapter V
"Anonymous societies of collective interest
for accession to property
"Art. R. 215-1. - The administrative authority referred to in sections L. 215-2, L. 215-7, L. 215-8 and L. 215-10 is the Minister for Housing. The report under section L. 215-7 is communicated to the Minister of Housing and to the Minister of Economy.
"Art. R. 215-2. - The opinion of the Union d'économie sociale pour l'accession à la propriété referred to in articles L. 215-8 and L. 215-10 is deemed to have passed the two-month period from its referral.
"Art. R. 215-3. - The approval referred to in section L. 215-8 is deemed to be refused when, as the application was made to the Minister responsible for housing, the Minister did not reply to the expiry of a period of four months after the receipt of the application.
"Art. R. 215-4. - State officials responsible for the control provided for in Article L. 215-9 shall be designated under the conditions defined in Article R.* 451-2 and shall carry out control operations according to the provisions laid down in Articles R.* 451-3 to R.* 451-5.
"The control report referred to in the last paragraph of section L. 215-9 is final when it contains the observations made within one month by the president of the board of directors or the board of the corporation and, where applicable, the responses of the controllers to these observations. The final report is communicated to the President of the Board of Directors or to the Presidents of the Board and Supervisory Board of the Corporation, to the Minister responsible for housing, to the Minister responsible for the economy and to the President of the Board of Directors of the Union of Social Economy for the Access to Ownership. The final report is subject to the deliberation of the board of directors or the board and supervisory board of the corporation at the first meeting following that communication. »
In the regulatory part of the Construction and Housing Code:
1° At 4° of article R.* 313-31, the words: "real estate credit companies" are replaced by the words: "anonymous cooperatives of collective interest for the accession to the property".
2° 9° of article R.* 313-31 is thus written:
« 9° Subscription or purchase of shares of anonymous collective interest cooperative companies for the acquisition of property or loans to such companies, amounts arising from the participation of employers to be used under the conditions set out in section R.* 313-16.
"Subscription or purchase of shares of organizations mentioned in c of 2° of section R.* 313-9 or loans and grants to these organizations, amounts arising from the participation of employers to be used by them, whether or not they are authorized to collect participation, under the conditions set out in section R.* 313-35. »
3° In section R.* 313-34, the sentence: "In addition, in respect of real estate credit companies, the approval is also conditional on the condition that the corporation does not include in the director or management positions a person to whom the provisions of section L. 313-29 or who has been a member of a board of directors suspended under the provisions of section L. 313-13. » is deleted.
4° Section 4 of Chapter II of Book IV title II (regulatory portion) is repealed.
5° The second paragraph of article R.* 423-1, the last two paragraphs of article R.* 423-68, in the first sentence of article R.* 423-72, the words "and real estate credit" as well as the last sentence of the first paragraph of that article, the last paragraph of article R.* 423-74, in the first sentence of article R.* 423-75-1
The statutes of the Union of Social Economy for Access to Property annexed to this decree are approved.
The administrative authority referred to in section 2 of amended Order No. 2006-1048 of 25 August 2006 relating to anonymized collective interest companies for the acquisition of property is the Minister responsible for housing. The opinion of the Union d'économie sociale for the accession to the property referred to in this same article is deemed to have passed the period of one month from the date of its referral.
Section 5 of Chapter V of Book V title I (regulatory portion) of the monetary and financial code is repealed.
Decree No. 92-341 of 1 April 1992 on the Trade Union Chamber of Anonymous Real Estate Credit Companies is repealed.
The provisions of articles 2, 5 and 6 above shall take effect on 1 January 2008.
The Minister of Economy, Finance and Employment and the Minister of Housing and the City are responsible, each with respect to it, for the execution of this Order, which will be published in the Official Journal of the French Republic.
A N N E X E
STATUS OF THE SOCIAL ECONOMIC MEETING
FOR THE PROPERTY ACCESS (EUs-AP)
Preamble
The Board of Trade Unions of Anonymous Real Estate Credit Corporations, an association governed by the law of 1 July 1901 and the provisions of articles L. 422-4-1 of the Construction and Housing Code, is the result of the transformation of the Fédération nationale des sociétés de crédit immobilier de France approved by deliberation of 18 June 1991 of the General Assembly of Anonymous Real Estate Credit Companies and by decree No. 92-341 of 1 April 1992.
Order No. 2006-1048 of 25 August 2006, ratified by Act No. 2006-1615 of 18 December 2006, organizes, on the one hand, the transformation of anonymous real estate credit companies (SACI) into anonymous cooperative societies of collective interest for the accession (SACICAP), on the other hand, the transformation of the trade union board of anonymous real estate credit companies governed by the Union of Social Economy for the accession to the property (S-17 bis)
According to the Extraordinary General Assembly of March 15, 2007, it was decided the transformation of the Trade Union Chamber of Anonymous Real Estate Credit Societies into the Union of Social Economy for the accession to the property and adoption of these statutes.
Pursuant to the fifth paragraph of Article 6 of the above-mentioned Order No. 2006-1048, the UES-AP succeeds the Board of Trade Unions of Anonymous Real Estate Credit Companies as of January 1, 2008, in its rights and obligations, for the exercise of the tasks defined in Articles L. 215-7 and L. 215-8 of the Construction and Housing Code.
The statutes of the EU-AP are approved by decree in the Council of State.
PART 1
FORME, DENOMINATION, OBJET, DURÉE, SIÈGE
Article 1
Form
Pursuant to the provisions of Article L. 215-6 of the Construction and Housing Code and Article 6 of Order No. 2006-1048 of 25 August 2006, ratified by Act No. 2006-1615 of 18 December 2006, and Article 28 bis of Act No. 47-1775 of 10 September 1947, on the status of variable cooperation, the Union Chamber of Anonymous Real Estate Credit Companies, an association governed by the law of 1 July 1947
It is governed by:
- by the provisions of articles L. 215-5 to L. 215-7 of the Construction and Housing Code;
- by the provisions of the Act of 10 September 1947 concerning the status of cooperation, and in particular by the provisions of title II bis;
- by the provisions of the Civil Code and the Commercial Code, including articles L. 231-1 to L. 231-8 of the Commercial Code with regard to the variability of its social capital;
- and by these statutes and rules of procedure.
The company does not appeal to savings.
Article 2
Name
The company takes the name of " Union d'économie sociale pour l'accession à la propriété (UES-AP)".
In all acts, invoices, publications and other documents emanating from the company, the name must be accompanied by the words "anonymous corporation with variable capital".
Article 3
Subject
1. The purpose of the EU-AP is to represent anonymous cooperative societies of collective interest for the accession to the property in order to assert their common rights and interests with any person or institution, especially with the public authorities.
2. The EU-AP manages the common interests of its partners and contributes to the development of their activities. In this context, it may carry out all training, administrative and financial services, and more generally any related or complementary activities related to it directly or indirectly, as well as any civil, commercial, securities, real property that is directly or indirectly relevant to the realization of the social object as defined.
3. Within the framework of its missions, the UES-AP passes any agreement with the State defining the objectives and conditions for the exercise of the activity of these companies in favour of the social accession to the property as well as the modalities of control necessary for the effective execution of the convention. The EU-AP ensures the implementation of these conventions.
The UES-AP ensures compliance with the provisions of Article L. 215-1-2 of the Construction and Housing Code by anonymous cooperative companies of collective interest for the accession to the property. As such, it shall pass any agreement with the State defining the directions given to the operations referred to in article L. 215-1-2 of the above-mentioned code and the terms and conditions for the control of the amount and use of the reserve of availabilities, referred to in the second paragraph of that article, constituted by each anonymous cooperative society of collective interest for the accession to the property.
Considering the common interests it represents and the objectives defined in the conventions with the State, the EU-AP:
- addresses anonymous cooperative societies of collective interest for the accession to the ownership of the recommendations;
- gives prior notice to the taking or transfer of direct or indirect participations by anonymous cooperative companies for the acquisition of ownership in companies; Anonymous cooperative companies for the acquisition of property must comply with this notice, pursuant to the provisions of Article L. 215-7, third paragraph, of the Construction and Housing Code;
- issues prior notice of the approvals to be issued by the administrative authority referred to in Articles L. 215-2 and L. 215-8 of the Construction and Housing Code;
- may, in the event of non-compliance by an anonymous cooperative society of collective interest for the accession to the property of the applicable legislative and regulatory provisions, of the commitments made in the conventions passed with the State or of the present statutes and of the rules of procedure, seize the administrative authority with a view to implementing the provisions relating to administrative control and sanctions, as provided for in articles L. 215-9 and L. 215-10 of the building and housing code;
- issue a notice before any sanction by the administrative authority, in accordance with the provisions of Article L. 215-10 of that Code;
- formulates with the administrative authority proposals for the allocation of amounts not used, for two successive exercises, by an anonymous cooperative corporation of collective interest for the accession to the property, pursuant to Article L. 215-1-2 of the Construction and Housing Code, to another anonymous cooperative society of collective interest for the accession to the property;
- formulates to the administrative authority proposals for allocation to another anonymous cooperative corporation of collective interest for the accession to the property of the liquidation bonus of an anonymous cooperative corporation of collective interest for the accession to the property in the event of a failure to obtain or loss of the administrative approval referred to in Article L. 215-8 of the Construction and Housing Code or in the event of dissolution pronounced by the administrative authority,
- issues a prior notice to the award of the liquidation bonus in the event of the amicable liquidation of an anonymous corporation of collective interest for the accession to the property to another anonymous cooperative corporation of collective interest for the accession to the property;
- submits an annual report to the administrative authority on the execution of the conventions.
4. For the realization of its object, the UES-AP can take participations or form all companies or groups. However, pursuant to the provisions of Article L. 215-6 of the Construction and Housing Code, the UES-AP cannot take direct or indirect participation or in an anonymous cooperative society of collective interest for the accession to the property or in a society held predominantly or in a joint manner by anonymous cooperative companies of collective interest for the accession to the property.
5. Non-associated third parties can benefit from the services rendered by the EU-AP. Transactions with non-associated third parties are subject to separate accounting and cannot exceed the fifth of the turnover.
Article 4
Means of Action - Rules of Procedure
4.1. Means of actions
In order to carry out the tasks set out in Article 3 of these statutes:
- the UES-AP issues recommendations to anonymous cooperative societies of collective interest for the accession to property relating to respect for their social object and purpose of social utility, the implementation of the conventions referred to in Article 3 and the conditions under which they take or cede direct or indirect participations;
- the UES-AP shall make all organizational and coordinating decisions for the application of the agreements referred to in Article 3 and, in particular, shall establish any mechanism for the distribution of obligations ensuring the effective participation of each anonymous cooperative society of collective interest for the accession to property in the fulfilment of their collective obligations; these decisions are binding on associates with the quality of anonymized cooperative society of collective interest for the accession to the property;
- the UES-AP asks partners with the quality of anonymity cooperative society of collective interest for the accession to the property to provide any documents, information or justifications necessary for the exercise of these missions.
Its Board of Directors annually proposes to the General Assembly the operating budget necessary for the performance of its missions, fed by contributions that constitute a mandatory charge for anonymous cooperative companies of collective interest for the accession to the property.
4.2. Rules of procedure
A rules of procedure, established by the Board of Directors and approved by the Extraordinary General Assembly, defines as necessary the relationship between the EU-AP and the partners. It states, inter alia:
- the modalities for the operation of the statutory bodies and determine additional subscriptions to capital according to the services requested;
- the conditions for the submission and instruction of requests for notice in compliance prior to the taking and assignment of direct or indirect participations of anonymous collective interest cooperative companies for the accession to the property;
- the terms and conditions under which the board of directors issues recommendations to the attention of anonymous cooperative companies of collective interest for the accession to the property;
- the method of calculating and distributing contributions to the EU-AP operating budget to be paid by its partners.
The rules of procedure are binding on all the associates upon adoption by the extraordinary general assembly.
Article 5
Headquarters
The head office is set in Paris (8th arrondissement), 26-28 rue de Madrid.
It may be transferred to any other place of the department or department adjacent to it by simple decision of the board of directors, subject to ratification of this decision by the next ordinary general assembly of the partners.
Article 6
Duration
The duration of the company is ninety-nine years from its registration to the trade and corporate register: it may be dissolved before the term expires or extended beyond by a decision of the general assembly that has the power to amend the statutes.
PART 2
ASSOCIÉS, CAPITAL SOCIAL, PARTS SOCIAL
Article 7
Associates
Pursuant to Article L. 215-5 of the Construction and Housing Code, the EU-AP must be associated with:
- all anonymous collective interest cooperative companies for the accession to the property referred to in articles L. 215-1 and following of the aforementioned code;
- Union of federations of low-cost housing organizations.
It may also admit any partner, natural or legal person, approved by the Board of Directors, subject to compliance with the provisions of the third paragraph of Article L. 215-5 of the Construction and Housing Code.
Article 8
Ports
Each anonymous cooperative corporation of collective interest for the acquisition of the property shall provide the company with a sum in cash of one thousand euros (1 000 EUR), corresponding to ten (10) shares subscribed in whole and fully released by each company.
The Union des federations d'organisations d'habitations à loyer Moderate brings to the society a sum of 100 euros (100 EUR), corresponding to one (1) share subscribed in full and fully released.
The initial social capital thus subscribed and released amounts to the total sum of , corresponding to XXX shares,
as a result of the certificate of the depositary established ,
which was deposited, on behalf of the company in formation, at the central bank of the Crédit immobilier de France, anonymous company with capital of 117,013,941 EUR, whose head office is located in Paris (8th arrondissement), 26-28, rue de Madrid, registered at the RCS Paris under the number B 339 350 712, the .
The summary of cash contributions by each of the partners is annexed to these statutes.
Article 9
Social capital
Social capital consists of shares, called "social shares". Social capital is variable and fully released during the subscription of social shares.
The statutory capital is the maximum capital of the society, fixed by the extraordinary general assembly. It amounts to one hundred and fifty thousand euros (150 000 EUR).
Social capital cannot be less than half of the minimum capital for anonymous companies. In addition, social capital cannot be reduced as a result of withdrawals or exclusions of partners to less than one-quarter of the highest capital since the adoption of these Regulations.
Article 10
Amount and form of social shares
The value of social shares is uniform and set at 100 euros (100 EUR).
Social shares must be nominal. They are registered on behalf of their holder at the EU-AP headquarters on a register with an indication of the capital subscribed.
The liability of each partner is limited to the value of the shares he has subscribed or acquired. The social shares are indivisible, the UES-AP recognizes only one owner for each of them.
The transfer of capital securities shall be effected, in respect of the corporation and third parties, by a transfer of the assignor's account to the assignee's account on the production of an order of movement. This movement is previously registered on a listed and parapherized register, held chronologically, says "Registration of Movements". The company is required to complete this registration and transfer upon receipt of the order of movement.
Article 11
Variability of capital - Increase - Reduction
Social capital may be increased by subscription of social shares made by the partners and subject to approval by the board of directors of the new partners.
By these statutes, the General Assembly confers on the board of directors the powers necessary to collect the new subscriptions within the limits of the maximum statutory capital set out in Article 9.
The board of directors is also empowered to determine the withdrawals and order the reimbursement of the amounts due in that capacity, within the limits prescribed by the regulations and referred to in section 9.
In order to increase social capital beyond the maximum amount set out in Article 9, successive authorizations may be given by the extraordinary general assembly as often as the interests of society so require, without it being necessary to allow one year between each assembly.
No increase in capital can be realized by incorporation of sums from reserves.
Article 12
Cession of social shares
The social shares held by the partners with the quality of anonymized cooperative corporation of collective interest for the accession to the property are limited only between anonymous cooperative companies of collective interest for the accession to the property, being specified that the minimum number of shares to be held obligatoryly by anonymous cooperative society of collective interest for the accession to the property is set at ten (10).
The shares held by the other partners are closed. Death results in loss of partner quality, the shares are therefore not communicable by death.
The transfer of social shares by partners who do not have the quality of anonymized cooperative corporation of collective interest for the accession to the property to a third party or between partners, in any capacity, must be authorized by the board of directors, which is not required to disclose the reasons for its approval or refusal.
The approval of the assignment is acquired or deemed to be such in the event of a favourable decision notified to the applicant by the corporation or where the corporation has not responded within three months of the notification of the application.
In the event of a refusal of approval, the board of directors shall, within three months from the date of its refusal, be required to acquire the shares either by a partner or by one or more persons whom it has proposed or approved, unless the company cancels them and makes their reimbursement.
If, at the expiry of the period referred to above, the purchase is not made, the approval is considered to be given, unless the time limit is extended by court decision at the company's request.
PART 3
ADMISSION, RETRAIT, EXCLUSION,
RESPONSIBILITY OF SOCIETIES
Article 13
Admission
Anonymous cooperative society of collective interest for the accession to the property as well as the Union des federations d' organismes d'habitations à loyermoderate are entitled to full right as a partner.
Any other natural or legal person may be admitted as a partner. When requesting admission, the candidate undertakes to respect the statutes, rules of procedure, decisions of the board of directors.
Any person seeking his or her admission, either by way of subscription or by way of acquisition of shares, must submit his or her application for approval to the Chair of the Board of Directors, who forwards it for consideration to the Board. The Board of Directors does not have to motivate its decision to approve or refuse to approve.
Article 14
Loss of partner quality
The quality of associate is lost by the arrival of any of the following events:
- withdrawal of the quality of associate, in the cases provided for in paragraph 14.1 below;
- death of the partner, physical person;
- transfer of social shares, this event can only intervene for the partner who does not have the quality of anonymized cooperative society of collective interest for the accession to the property;
- under the conditions set out in paragraph 14.2 below;
- exclusion under the conditions set out in paragraph 14.3 below.
14.1. Withdrawal
Partner with the quality of anonymity cooperative society of collective interest for the accession to the property:
No partner with the quality of anonymized cooperative society of collective interest for the accession to the property can request its voluntary withdrawal from the EUS-AP.
Other partners:
Any other partner has the right to withdraw from the UES-AP but at the end of each fiscal year, by advising the board of directors of his intention by means of a statement, made and signed by him, addressed by registered letter with acknowledgement of receipt at least three months in advance. However, the withdrawal ceases to be possible if the capital should be reduced below the threshold provided for in section 9, unless a successor approved by the Board of Directors is presented. Otherwise, the withdrawal would be deferred to the closing of the next fiscal year or the closing date of the fiscal year in which the amount of capital will make it possible. The withdrawal is, moreover, subordinate to the partner's compliance with all the commitments he has made to the EUS-AP.
14.2. Right loss of partner quality
The closing of the liquidation following the loss of administrative approval of an anonymous cooperative corporation of collective interest for the accession to the property or its dissolution by administrative or voluntary decision or the merger-absorption of an anonymous cooperative corporation of collective interest by another anonymous cooperative corporation of collective interest for the accession to the property shall, in full right, result in the loss of quality of partnership.
14.3. Exclusion
A partner other than an anonymous cooperative society of collective interest for the accession to the property or that the Union of federations of organizations of HLM may be excluded by the assembly, ruling under the conditions fixed for a special general assembly, if it commits serious breaches of its financial or moral obligations to the EUS-AP or if it violates the provisions of the rules of procedure and the statutes or in case A special summons must be forwarded to the interested person so that he may present his defence. The absence of the associate during the assembly is without effect on the validity of the deliberation of the assembly. In the event of an exclusion decision by the assembly, the effect date is immediate.
Article 15
Refund of the shares of former partners
When the company withdraws, the exclusion, the loss of the full right of the partner's quality or the death of a partner, the company shall refund the social shares to the partner or, if any, its heirs or the absorbing company in the event of a merger. The partner or his heirs cannot, in any case, claim part of the social asset. If, at the end of the fiscal year in which he or she has left the corporation, the inventory discloses losses, the refund of the shares is reduced by the amount of the accumulated losses between the closing date of the fiscal year of the subscription or admission and the closing date of the year of the withdrawal or exclusion or death, proportionally to the number of shares held by the relevant corporation in the capital. In any case, the refund cannot exceed the nominal amount of the shares. He intervenes at the earliest within three months of the finding of loss of quality by the council or by the assembly and at the latest within two years. Refunds of shares may not have the effect of reducing capital to less than the minimum amount set out in section 9.
PART 4
ADMINISTRATION, SOCIETY DIRECTION
Article 16
Board of Directors - Composition
The company is administered by a council composed of not more than fifteen members, of which twelve at least appointed by the anonymous cooperative societies of collective interest for the accession to the property and a member designated by the Union of federations of housing organizations with moderate rent if the latter so requests. The board is composed exclusively of natural persons. For natural administrators designated by anonymous collective interest cooperative companies for the acquisition of the property, they must have the quality of president, general manager, managing director, administrator, director, manager or supervisory board of the anonymous collective interest cooperative corporation for the accession to the property concerned.
Article 17
Duration of functions
The duration of the functions of the Professional staff is six years. However, the first directors are elected for a period of three years.
The board is renewable by half every three years. The order of release is determined by drawing of lots made in the board session. Once established, the renewal takes place in the order of seniority of appointment. By exception, the terms of reference of the members of the first board of directors appointed by the General Assembly of Transformation will expire at the end of the three-year period without, in this case, partial renewal. The functions of a director shall be terminated at the end of the ordinary general meeting held on the accounts of the past year and held in the year in which the term expires.
Two thirds of the directors must be under 68 years of age. If this proportion is exceeded, the oldest administrator is deemed to be resigned ex officio after the nearest ordinary general assembly. In the event of a vacancy, the board may be able to replace the missing member and for the remaining time. The choice of council must be subject to ratification of the next largest general assembly. If the number of directors becomes less than three, the remaining directors must immediately convene the General Assembly to complete the Council's staff. Directors are eligible for re-election. They are revocable at any time by the General Assembly, even if this issue is not on the agenda.
Article 18
Obligations and rights of directors
Each administrator must be, for the duration of his or her duties, owner at least one social part.
Directors, as well as all persons required to attend meetings of the Board of Directors, shall be held at the discretion with respect to information of a confidential nature and as such by the Chair of the Board of Directors. Each administrator shall receive from the President all the information necessary to carry out his or her mission and may be communicated by the President all the information he or she considers useful.
The board of directors may authorize, within the limits it determines, reimbursement of travel and travel expenses and expenses incurred by directors in the interest of the corporation.
Article 19
Meeting of Council
The board of directors shall meet on the convocation of the chair or delegated administrator in the functions of president as often as the interest of the corporation so requires.
However, directors constituting at least one-third of the members of the board of directors may, indicating the agenda of the session, request the chair to convene the board if the board has not met for more than two months.
The Director General may also request the Chair to convene the Board of Directors on a specific agenda.
The Chair is bound by the requests made under the preceding two paragraphs.
It is summoned, by all means, even verbally.
The presence of at least half of the members is necessary for the validity of its deliberations. Decisions are made by a majority of members present or represented. In case of sharing, the president's voice is preponderant.
A director may give, by letter or telegram or fax, a warrant to another director to represent him at a meeting of the board.
Each administrator can only have one proxy at the same session.
The Board ' s deliberations are recognized by recorded and recorded records on a registered, registered and maintained record at the company ' s headquarters. These minutes are signed by the presiding officer and by an administrator. In the event of a failure of the sitting chair, they are signed by at least two directors.
Copies or extracts of minutes of the proceedings are validly certified by the President of the Board of Directors, the Director General, the temporary administrator of the functions of President, an authorized authority for that purpose.
It is sufficiently justified by the number of directors in office and their presence or representation at a board session by the production of a copy or extract of a record.
Rule 20
Credentials
The Board of Directors determines the direction of the company's activity and ensures that it is implemented. Subject to the powers expressly assigned to the Assemblies of Associates and within the limits of the social object, he shall take up any matter of interest to the good march of society and shall rule by his deliberations the cases concerning it.
Specifically and without limiting this list, the board:
- takes the necessary decisions to defend the common interests of the partners vis-à-vis any person or institution, including public authorities;
- issues the notices and recommendations referred to in Article 3 of the statutes;
- authorizes the signing of the conventions with the State, after approval of the partners;
- prepares the rules of procedure to be submitted for approval by the General Assembly;
- authorizes any appeal of funds to associates with the quality of anonymous society of collective interest for the accession to the property necessary for the fulfilment of the missions of the UES-AP;
- seizes the administrative authority for the implementation of the provisions relating to administrative control and sanctions, in the event of non-compliance by an anonymous cooperative society of collective interest for the accession to the property of the applicable legislative and regulatory provisions, the commitments made in the conventions passed with the State or the present statutes and the rules of procedure;
- formulates with the administrative authority proposals for the allocation of amounts not used, for two successive exercises, by an anonymous cooperative corporation of collective interest for the accession to the property, pursuant to Article L. 215-1-2 of the Construction and Housing Code, to another anonymous cooperative society of collective interest for the accession to the property;
- proposes the award of the liquidation bonus in the event of dissolution by the administrative authority, pursuant to the provisions of articles L. 215-8 and L. 215-10 of the code of construction and housing, of an anonymous cooperative society of collective interest for the accession to the property to another anonymous cooperative society of collective interest for the accession to the property;
- issues prior notice to the award of the liquidation bonus in the event of amicable liquidation of an anonymous collective interest cooperative corporation for the accession to the property to another anonymous collective interest cooperative corporation for the accession to the property.
The Board of Directors conducts the controls and audits that it considers appropriate. Each administrator receives all the information necessary to carry out his or her mission and may be provided with all the documents that he or she considers useful.
The provisions of Articles L. 225-38 and L. 225-39 of the Code of Commerce relating to regulated conventions do not apply to the agreements between the company and its members when they are intended to implement the statutes.
The board may confer on one or more of its members or third parties, whether associated or not, any special warrants for one or more specified objects.
It may decide on the establishment of committees to consider the issues that he or his or her president submits, for advice, to their consideration. It sets out the composition and responsibilities of the committees that operate under its responsibility.
Article 21
Chair - Bureau
The board of directors shall elect a president, a natural person among its members. It determines the duration of its functions, which cannot exceed the duration of its term as an administrator. He is re-elected.
The Chair of the Board of Directors organizes and directs the work of the Board, which he reports to the General Assembly. It ensures the proper functioning of the organs of society and, in particular, ensures that administrators are able to fulfill their mission.
In the event of a temporary incapacity or death of the president, the board of directors may delegate a director to the office of president.
In case of temporary incapacity, this delegation is given for a limited period of time, it is revocable. In case of death, it is valid until the election of the new president.
The age limit for the Chair of the Board of Directors is 68 years. The duties of the interested party end after the first ordinary general assembly after the date of its anniversary.
The provisions of the preceding paragraph apply to the delegated administrator in the office of President.
The Board may designate, in addition, each year, several Vice-Chairpersons and one Secretary among its members. The Chair, the Vice-Chairperson(s) and the Secretary constitute the office.
Article 22
Direction générale - Direction générale déléguée
Direction générale
The general management of the corporation is assumed, under its responsibility, either by the President of the board of directors or by another natural person appointed by the board of directors and bearing the title of Director General.
The board of directors shall choose between the two terms and conditions of the general direction referred to in the first paragraph.
When the general management of the corporation is assumed by the President of the Board of Directors, the provisions relating to the Director General shall apply to it.
The Director General is vested with the most extensive powers to act on behalf of the corporation in all circumstances. It exercises these powers within the limits of the social object and subject to those expressly assigned by the law to the assemblies of partners and the board of directors.
It represents the company in its relations with third parties. The company is engaged even by the acts of the Director General that do not fall within the scope of the social object, unless it proves that the third party knew that the act exceeded that object or could not ignore it in the circumstances, being excluded that the only publication of the statutes was sufficient to form that evidence.
The provisions of the statutes or decisions of the board of directors limiting the powers of the Director General are unopposable to third parties.
The Director General shall be appointed for a term fixed by the Board. The latter may also renew the mandate. He's revocable by the board of directors. When the Director General assumes the functions of Chair of the Board of Directors, the revocation must not be motivated.
The Director General's age limit is 65 years. When the Director General reaches that age, he is deemed to be an ex officio resignor with effect at the end of the first ordinary General Meeting of Audit Approval.
Executive Directorate
Upon a proposal by the Director General, the Board of Directors may appoint one or more physical persons to assist the Director General with the title of Director General Delegate.
In accordance with the Director General, the Board of Directors determines the extent and duration of the powers conferred on Delegate Directors General. Delegates General Directors have the same powers with respect to third parties as the Director General.
The age limit of a managing director is 65 years. When a managing director reaches that age, he is deemed to be resigned ex officio with effect at the end of the first ordinary general audit approval meeting.
PART 5
SUMMARY
Article 23
Designation of an Account Commissioner
Appointment by the General Assembly
The audit of the corporation is carried out by one or more licensee auditors and one or more alternate auditors.
The auditors are appointed by the ordinary general assembly for six years. Their functions expire after the ordinary general assembly has ruled on the accounts of the sixth fiscal year. Their mandate is renewable.
Judicial appointment
In the event that it would become necessary to appoint one or more auditors and the meeting would fail to do so, any partner may apply to the President of the Commercial Court, adjudicating, the designation of an auditor whose term of office is terminated when it was provided by the General Assembly for the appointment of the auditor(s).
Article 24
Functions of auditors
The auditors are responsible for the functions and powers conferred on them by law.
The auditors are summoned to any assembly of associates at the latest at the time of the convocation of the associates themselves. They are convened at the meeting of the Board of Directors that determines the accounts for the past fiscal year and, where appropriate, at any other meeting of the Board of Directors at the same time as the directors themselves.
The convocation of the auditors is made by recommended fold with notice of receipt.
PART 6
GENERAL ASSEMBLY
Rule 25
General Assembly - Composition
The assemblies of the UES-AP are convened and deliberated under the conditions provided for by law and these statutes. They are gathered at the headquarters or at any other place specified in the letter of summons.
The general assembly of the society consists of all partners regardless of the number of their social shares. The right to attend or be represented at the meeting is subject to the registration of the partner in the accounts of the corporation at least three days before the date of the meeting.
A legal person can only be represented by a single agent.
Each partner has a voice at the General Assembly.
However, pursuant to the provisions of Article L. 215-5 of the Construction and Housing Code, anonymous cooperative companies of collective interest for the accession to the property have 90% of the voting rights at the general assemblies, distributed equally among them. As a result, for any general assembly, anonymous cooperative societies of collective interest for the accession to the property express their votes according to the "one person, one voice" rule within a dedicated college. The deliberations of this college are taken according to the rule of majority required according to the nature of the assembly. The majority vote thus expressed shall be allocated the entire percentage of votes held by the college.
Other partners, natural or legal persons, including the Union des federations d'organisations d'HLM and natural administrators, express their votes according to the "one person, one voice" rule in a dedicated college that has 10% of the voting rights. The deliberations of this college are taken according to the rule of majority required according to the nature of the assembly. The majority vote thus expressed shall be allocated the entire percentage of votes held by the college.
Each prevented partner can be represented by another partner with a maximum of one power per person. This limitation does not apply to the white powers exercised by the Speaker of the Assembly.
Any partner may vote by correspondence. Any correspondence vote reached to the society no later than three days before the assembly is taken into account. At the meeting of the assembly, the personal assistance of the partner cancels any power of attorney or vote by correspondence.
The draft conventions to be passed with the State are obligatoryly submitted, prior to their signature, to the approval of the General Assembly. The rules of quorum and voting of the deliberations for the approval of these conventions are those of the extraordinary general assemblies.
The partners may also be consulted in writing on the amendments to the conventions to be passed with the State. The board of directors is empowered to authorize the signature of the said actors when more than two thirds of the anonymous cooperative companies of collective interest for the accession to the property have signed their agreement on the draft convention.
Rule 26
Meetings of Meetings - Convocations
The Board of Directors is required to convene the ordinary general meeting each year within six months of the closing of the fiscal year, subject to the extension of that period, at the request of the Board of Directors, by order of the President of the commercial court ruling on request.
The board of directors may, in addition, bring together the assembly at any time either in the form of an ordinary assembly which is extraordinaryly gathered or in the form of an extraordinary assembly.
Any interested in an emergency and one or more associates meeting at least one-fifth of the capital may request the convening of the general assembly and, if the board of directors fails to consent to it, charge, at their own cost, one of them to request the President of the trade tribunal, deciding on a referendum, the appointment of an agent responsible for this convocation.
The auditors may also summon the meeting of the associates after having vainly requested its convocation of the board of directors.
The summonses are made by simple letters addressed to the partners, including the place of the meeting and the agenda.
The deadlines between the date of the sending of letters and the date of the assembly are at least 15 days on the first convocation and six days on the second convocation. In the event of adjournment of the assembly by court decision, the judge may set a different time limit.
Any irregularly convened assembly may be cancelled. However, this invalidity will not be invoked when all partners were present, deemed present or represented.
Any form of proxy or correspondence sent to the partners must be attached to the documents, documents and indications referred to in the law or regulations.
Partners cannot participate in general assemblies by means of videoconferencing or telecommunications.
Rule 27
Office
Any General Meeting shall be presided over by the President of the Board of Directors, if it is not by the administrator designated by the Board, if not by a member of the meeting designated by the Board.
The office is composed of the president and two deputy returning officers. Two members of the assembly who accept this function are deputy heads of the assembly. The office is a meeting secretary, who may not be associated.
In the event of a summons by the auditors or by an agent of justice, the assembly shall be presided over by the person or by one of those who summoned it.
At each assembly is held a sheet of presence under the conditions provided by law.
Rule 28
General Assembly
The ordinary general assembly is validly constituted when the partners present, deemed present or represented in the college composed of the anonymous cooperative companies of collective interest for the accession to the property have at least, on first convocation, one third of the voting rights. On second convocation, no quorum is required.
The proceedings shall be taken by a majority of the votes available to the partners present, deemed present or represented.
The ordinary general assembly shall exercise the powers conferred upon it by law. It approves the annual budget of the UES-AP on the proposal of the Board of Directors.
It decides on all the interests of society and makes all decisions other than those reserved for the extraordinary general assembly.
Rule 29
Special General Assembly
The Extraordinary General Assembly is validly constituted when the partners present, deemed present or represented in the College composed of anonymous cooperative companies of collective interest for the accession to the property have at least, on first convocation, one third of the voting rights and, on second convocation, one fifth of the voting rights.
The proceedings shall be taken by a two-thirds majority of the votes available to the partners present, deemed present or represented.
It adopts the rules of procedure and is entitled to amend these statutes. Statutory amendments are enforceable only subject to their approval by decree in the Council of State.
Rule 30
Minutes of deliberations
The deliberations of the General Meetings are recorded in a special register and signed by the officers.
Copies or extracts of these minutes, to be produced wherever necessary, will be signed by the President of the Board of Directors, by the Director General if he is a director or by the clerk of the meeting.
PART 7
EXERCISE SOCIAL - ACCOUNT
Rule 31
Social exercise
The social exercise begins on January 1 and ends on December 31. The first year following the transformation will include the time elapsed between the constitution of this Union and 31 December 2008.
Rule 32
Approval of accounts
At the end of each fiscal year, the Board of Directors shall prepare, to be submitted to the General Assembly, the inventory and annual accounts including the balance sheet, the result account and an annex. Any transactions with non-associated third parties are subject to separate accounting, in accordance with the provisions of section 19 ter of the Act of 10 September 1947. It also establishes a management report that includes the report on the execution of the conventions with the State, with a view to its transmission to the administrative authority.
In the month following their approval, the annual accounts shall be deposited at the Registry of the Commercial Court in accordance with the applicable legislative and regulatory provisions.
PART 8
RESULTS, RESERVES, COMPTABLE REVISION
Rule 33
Results of the year
Operating surpluses are allocated to the statutory reserve and statutory reserve. As long as the various total reserves do not reach the amount of social capital, the allocation to reserves cannot be less than the three twentieths of operating surpluses.
In the case of net operating surpluses, an interest may be attributed by the ordinary general assembly to the shares of which the rate is equal to the average rate of return of the bonds of private companies published by the Minister responsible for the economy.
Rule 34
Accounting revised
In accordance with the provisions of Article 19 quater of Act No. 47-1775 of 10 September 1947, the company periodically reviews its financial situation and its management.
PART 9
DISSOLUTION - LIQUIDATION
Rule 35
Dissolution - Liquidation
The early dissolution of the society is organized by the extraordinary general assembly, in the terms provided for by a law that would declare the abolition of the UES-AP.
PART 10
TRANSFORMATION OF THE SYNDICAL CHAMBRE OF THE SOCIETY ANONYMS OF CREDIT IMMOBILIER IN SOCIAL ECONOMIC UNION FOR THE ACTING TO THE PROPERTY
Rule 36
Adoption of the first statutes - Registration
Court of Commerce Registry
The present draft statutes of the UES-AP were adopted on 15 March 2007 by the General Assembly of Anonymous Real Estate Credit Companies, prior to their approval by decree in the Council of State.
In accordance with the law, the transformation of the SACI Chamber of Trade Union into the Union of Social Economy for Access to Property will be effective January 1, 2008, subject to the approval of its statutes by decree in the Council of State, their final approval by the partners and its registration in the register of trade and societies.
The General Assembly of Anonymous Real Estate Credit Societies gave a mandate to Claude Sadoun, President of the Trade Union Chamber:
- in order to immediately carry out, on behalf of the Union, acts and commitments deemed urgent in the social interest. These acts and commitments will be taken over by the Union by the fact of its registration in the trade register;
- to collect subscriptions to capital, call for the release of social shares and fill the advertising formalities prescribed by law.
Made to, in original copies, the
Done in Paris, 9 November 2007.
François Fillon
By the Prime Minister:
Minister of Housing and City,
Christine Boutin
Minister of Economy,
finance and employment,
Christine Lagarde
