Key Benefits:
Publics concerned: the Union of Companies and Employees for Housing (EUSL); Inter-professional Housing Committees (CIL), professional or inter-professional associations approved to collect employer participation in the construction effort (PEEC).
Subject: approval of the SEU statutes and amendment of the maximum envelope for "work loans" and "accession loans", aids distributed under the PEEC for the year 2014.
Entry into force: the text comes into force on the day after its publication.
Notice: CIL network head, the EUSL is an anonymous, variable capital cooperative company created by the Act No. 96-1237 of 30 December 1996having as partners the CIL and the inter-professional and representative organizations at the national level of employees and companies subject to the payment of the PEEC. Its main purpose is to represent the common interests of its partners and to implement the national employment policies of PEEC funds.
This decree, taken in application of theArticle L. 313-17 of the Construction and Housing Code, approves the new EUSL statutes. These statutes are consistent with the statutory provisions on the SEU amended by the Act No. 2014-366 of 24 March 2014 for access to housing and renovated urban planning. The text also amends the Union's governance: a board of directors substitutes for the monitoring and policy framework.
The decree also amends, for the year 2014, the maximum envelope devoted to "accession loans" and "work loans", defined in II and III of Article R. 313-19-1 of the CCH, aids to natural persons distributed under the PEEC. The maximum amount of the envelope dedicated to these jobs is increased to 635 million euros, an increase of 110 million compared to the amount of 525 million euros that had been fixed by the Decree No. 2013-777 of 27 August 2013. This increase is justified by the rapid distribution of these loans to employees and by the EUSL's willingness to strengthen the schemes for social accession to the property of employees.
References: This decree is available on the website Légifrance (http://www.legifrance.gouv.fr).
The Prime Minister,
On the report of the Minister of Housing, Land Equality and Rurality,
Vu le building and housing codeincluding articles L. 313-3, L. 313-17 and L. 313-19 and R. 313-12 to R. 313-20-3;
Vu le Decree No. 2012-353 of 12 March 2012 the minimum and maximum envelopes of employers' participation in the construction effort;
Having regard to the statutory amendments adopted on 27 November 2014 by the ordinary and extraordinary general assembly of the associates of the Union of Enterprises and Employees for Housing,
Decrete:
They are approved, as adopted by the ordinary and extraordinary general assembly of its associates on November 27, 2014, the statutes of the Union of Enterprises and Employees for Housing.
The statutes of the Union des entreprises et des travailleurs pour le logement are annexed to this decree.
In the "maximum envelopes" column for the year 2014 and the first line "Accounts and Work Loans" of the table in Article 1 of the above-mentioned Decree of March 12, 2012, the number: "525" is replaced by the number: "635".
Decree No. 2009-1660 of 28 December 2009 approving the statutes of the Union des entreprises et des travailleurs pour le logement is repealed.
The Minister of Finance and Public Accounts, the Minister of Housing, the Equality of Territories and Rurality and the Secretary of State responsible for the budget are responsible, each with regard to it, for the execution of this decree, which will be published in the Official Journal of the French Republic.
Annex
Article 1
Form
Union des entreprises et des travailleurs pour le logement prévue à l'Article L. 313-17 of the Construction and Housing Code is an anonymous corporation with variable capital.
It is governed by:
1° By the provisions of Chapter III of Title I of Book 3 of the Construction and Housing Code (Legislative and Regulatory Parties);
2° By the provisions not otherwise:
- from Act No. 47-1775 of 10 September 1947 Status of cooperation, including title II bis;
- Book II of the Commercial Code (Legislative and Regulatory Parties), including Articles L. 231-1 to L. 231-8 of the Commercial Code with regard to the variability of social capital;
3° As well as the present statutes.
It is administered by a board of directors.
Article 2
Name
The company is a Union of Companies and Employees for Housing (EUSL).
Article 3
Subject
The purpose of the EUSL is to:
1° Represent the common interests of its partners;
2° Managing the funds mentioned in theArticle L. 313-20 of the Construction and Housing Code ;
2° bis Conclude with the State the convention provided for in theArticle L. 313-3 of the Construction and Housing Code, this convention imposing itself on all the collector associates;
3° Ensure the implementation of the employment policies of the resources derived from the participation of employers in the construction effort, under the conditions defined in theArticle L. 313-3 of the Construction and Housing Code, in particular for the implementation of the convention mentioned in 2° bis, by the collector partners and their affiliates or by it from resources called to the collector partners; To this end, the SEU sets targets for the collection partners by job or job categories for the implementation of the convention mentioned in 2° bis as well as commitments made with territorial authorities and any other organization;
4° Mobilize all collector partners for the implementation of the Act No. 2007-290 of 5 March 2007 establishing the right to opposable housing and carrying various measures in favour of social cohesion, including by the use of part of the reservation contracts mentioned in theArticle L. 313-26 of the Construction and Housing Code of which they are holders;
5° Ensure:
- the proper application, in companies, mentioned in the articles L. 422-2, L. 422-3 and L. 481-1 of the construction and housing code of which the collectors are shareholders of reference to the meaning ofArticle L. 422-2-1 of the Construction and Housing Code, of the national policy of housing and urban renewal defined in the conventions concluded by the State with the union of federations of housing organizations with moderate rent;
- allow the consolidation of the shares of these same companies held by the collectors' associates without being able to organize a national concentration;
- give voting instructions on decisions taken at the meeting of the shareholders or directors of the same companies when dealing with transactions related to their capital;
- ensure respect for the principles it sets in respect of ethics and remuneration of leaders in the organizations controlled by the collector partners or by itself, as well as in economic interest groups or any other cooperative structure including the USLU or a collector partner;
- the balance between the resources and the jobs and the liquidity of the collector partners and the funds mentioned in theArticle L. 313-20 of the Construction and Housing Code ;
6° Ensure:
- cooperation between partners;
- coordination of collection tasks;
- the harmonization of the terms and conditions of employment of funds derived from the participation of employers in the construction effort;
- in conjunction with the National Housing Information Agency and departmental housing information associations that have signed an agreement with the State, information on the housing of employees;
- the monitoring and evaluation of the management and improvement of the performance of the collectors' partners and their subsidiaries, with the exception of those of those companies that have the status of a moderately rented housing organization as well as in economic interest groups or any other cooperative structure including the USLU or a collector's partner;
- the animation of the risk management policy of the collector partners, associations referred to in the articles L. 313-33 and L. 313-34 the construction and housing code, and the subsidiaries of the collectors' associates, except those of these companies that have the status of a moderately rented housing organization as well as those of economic interest groups or any other cooperative structure including the USL or a collector's partner;
- the coherence of the interventions and territorial organization of the collectors' associates and their subsidiaries. To this end, the EUSL approves mergers between its collector partners;
- the animation of the network of associate collectors in which it provides financial and accounting monitoring;
7° Elaborate, in the common interest and in the implementation of its tasks set out in this section, guidelines that are required for the collectors and their affiliates, under the conditions set out inArticle L. 313-19 of the Construction and Housing Code.
8° To give, in consideration of the common interests it represents and the objectives of the employment policies of the resources derived from the participation of employers in the construction effort, a prior notice of the operations by which the collector partners:
- constitute, cede or transform receivables or grant subsidies with funds derived from the participation of employers in the construction effort, under conditions that deviate from the directives mentioned in the 7°;
- convert or transform into securities or grants of receivables made with funds of the same source;
- take or cede funding with funds from the same source;
The rules of procedure specify the conditions for the submission and instruction of the request for a prior notice as well as the period in which the notice is rendered.
9° Power, for the management of common interests to collector partners, where the intervention of one or more collector organizations would not achieve the purposes sought under the same conditions, from the resources defined in theArticle L. 313-3 of the Construction and Housing Code, establish and participate in cooperative structures and acquire or dispose of corporate securities, with the exception of companies with moderate rent housing status;
10° To be able to conduct cash transactions with collectors and associations referred to in the articles L. 313-33 and L. 313-34 the construction and housing code, the organizations involved in the cash transaction being defined by the board of directors;
11° Establish and publish, according to the rules defined by the Autorité des normes comptables, the combined accounts of the whole constituted by the UESL, the associations mentioned in the articles L. 313-33 and L. 313-34 the building and housing code and the collector partners;
The report of the auditors as well as a report on the management of the whole formed by the EUSL and the entities mentioned in the first paragraph of this 11° shall also be prepared and published;
12° Power, in the event of non-compliance characterized by one of its directives or one of its notices taken under the 7° and 8° respectively, as well as the objectives set under the 3°, require its collector partners to revoke their general directors; the procedure for carrying out this mission being defined by Article 20;
13° Ensure, within the limits set by its statutes, the management of other common interests of its partners and contribute to the development of their activities.
In this context, it may carry out all training, accounting, administrative and financial services, and more generally any related or complementary activities directly or indirectly related to it, as well as any civil, commercial, securities, real estate, directly or indirectly relevant to the realization of the social object as defined.
Non-associated third parties can benefit from the services rendered by the EUSL. Third-party transactions cannot exceed the fifth of USL revenue.
The transactions with the partners under this 13° are traced into a separate accounting. The same applies to transactions with non-associated third parties.
Article 4
Non-profit purpose
The EUSL forbids any profit and does not in any way aim to achieve profits.
Article 5
Intervention funds, social intervention funds and GURL funds
The EUSL has an intervention fund, a social intervention fund and a universal rental risk guarantee fund (GURL). The EUSL guarantees the financial balance of each fund.
Each collector partner shall make its contribution, if any without consideration, to each fund.
The EUSL sets the amount of contributions in the form of:
- payments;
- transfers or pledges made with funds derived from the participation of employers in the construction effort;
- registrations, on the balance sheet of these partners, of debts whose payment to the EUSL is guaranteed by the assets of the partners, resulting from this participation.
Each fund can also be fed by all EUSL resources.
Retraceable in separate accounts, respectively:
- the operations of each fund;
- within the intervention fund, the operations related to each of the employment policies mentioned in 3° of Article L. 313-19 of the Construction and Housing Code ;
- within the universal rental risk guarantee fund, the transactions mentioned in the first and second paragraphs of Article 5.3 of these Regulations.
The rules for the management and operation of the social intervention fund and the universal rental risk guarantee fund are set by decree in the Council of State, taken under the application of theArticle L. 313-20 of the Construction and Housing Code after opinion of the EUSL.
5.1. Response Fund
The intervention fund contributes to the proper adaptation of the resources of the collector partners to the local needs and to the effective implementation by the SEU of the national and local employment policies of the resources derived from the participation of employers in the construction effort. With the intervention fund, the EUSL can, among other things, provide loans and grants to the collector partners.
5.2. Social intervention funds
The Social Intervention Fund funds the actions mentioned in c of Article L. 313-3 of the Construction and Housing Code.
In particular, it can guarantee rents and expenses due to housing owners by organizations mentioned in theArticle L. 365-4 of the Construction Code and housing carrying out rental and social rental intermediation activities, when these organizations sublegate the said dwellings to persons with special difficulties in the sense of II of Article L. 301-1 of the Construction and Housing Code.
It is powered by all the assets, liabilities, rights and obligations transferred by the National Agency for Employers' Participation in the Construction Work (ANPEEC) to the EUSL under its programming activity of the fraction of the priority participation devoted to the housing of immigrant workers and their families, in accordance with the first paragraph of Article 8 of Act No. 2009-323 of 25 March 2009 mobilization for housing and the fight against exclusion.
5.3. Universal rental risk guarantee fund
The universal rental risk guarantee fund ensures the payment of the compensations referred to in the g of Article L. 313-3 of the Construction and Housing Code. This payment is not a reinsurance activity within the meaning ofArticle L. 310-1-1 of the Insurance Code.
The universal rental risk guarantee fund can also provide rent and expense guarantees to donors in the rental sectors mentioned in the third to fifth paragraphs of Article 41 ter of Law No. 86-1290 of 23 December 1986 aiming to promote rental investment, social housing ownership and the development of land supply, which do not endorse insurance contracts against the risk of unpaid rent.
Apart from the contributions of the collector partners and all resources of the EUSL, the Universal Leasing Risk Guarantee Fund is funded by a fraction of the premiums or contributions that are entrusted to it by the insurance organizations that offer the subscription of insurance contracts against the risk of unpaid rents in accordance with the social specifications referenced to the g of Article L. 313-3 of the Construction Code.
It may also receive payments from the State for tenants, which the latter provides, under conditions fixed by agreement between the State and the EUSL, as well as voluntary contributions from the local authorities or their groups.
Article 6
Other means of action
In order to carry out the tasks set out in Article 3 of these Statutes, the EUSL may, inter alia:
1° Make decisions for the execution of his missions defined atArticle L. 313-19 of the Construction and Housing Code in particular, the guidelines are required, under the conditions defined by this article, to the collector partners, their subsidiaries and economic interest groups or any other cooperative structure comprising the SEU or a collector partner;
2° Request any documents, information, clarifications or justifications required for the performance of their missions;
3° Give, in application of theArticle L. 342-16 of the Construction and Housing Codea notice to the Minister responsible for housing on the sanction measures provided against an associated collector organization;
4° Setting, in consideration of the common interest of the collectors' partners, the terms and conditions of application relating to notices that are in compliance with the financial transactions covered by the 8° of Article L. 313-19 of the Construction and Housing Code ;
5° Accept and give all guarantees, in particular in application of VII of Article L. 313-20 of the Construction and Housing Code ;
6° Seize the National Social Housing Control Agency (ANCOLS) in the event of a failure of a collector partner to implement a directive referred to in the 7° of Article L. 313-19 of the Construction and Housing Code, in the event of the realization by a collector partner of an operation in ignorance of the 8th of the same article, in the event of irregularity in the use of the funds, of fault in the management, of deficiency in the realization of the social object or of non-acquitment of the contributions provided for in the articles L. 313-20 and L. 313-25 the code of construction and housing by a collector partner;
7° In the cases referred to in 6th of this Article, and more generally in the case of non-compliance with a decision of the SEU, initiate the warning procedure whose conditions of implementation are determined by the rules of procedure of the SEU referred to in Article 39 of these Statutes;
8° In application of theArticle L. 313-15 of the Construction and Housing Codepropose to the Minister responsible for housing, within one month of the dissolution or liquidation of a collector's partner, a collector's partner to whom the net assets released by the liquidation or active and passive situation will be assigned, as well as all the rights and obligations of the organization dissolved or liquidated;
9° In the event of non-compliance with the objectives set out in the 3rd of Article 3 by a collector partner, the SEU may require, after it has been put in a position to present its observations, the payment of a contribution to the intervention fund referred to in Article 5 up to the non-employed resources.
Article 7
Headquarters - Duration
The head office is located in Paris (75014), 66 Avenue du Maine. It may be transferred under the conditions defined in theArticle L. 225-36 of the Commercial Code.
The length of the company is ninety-nine (99) years from the date of its registration, except for cases of early dissolution or extension.
Article 8
Associates
The EUSL has only partners:
- as obligatory, each registered collector organization to participate in the collection of the amounts defined in theArticle L. 313-1 of the Construction and Housing Code and having the status of professional or interprofessional association;
- on its application, any inter-professional and representative organization at the national level of employees or companies subject to the payment of employer participation in the construction effort.
Any collector partner who loses, for any reason, the collection accreditation provided by the building and housing code, as well as any partner who loses its representative union character, loses the membership of the EUSL immediately.
Article 9
Social capital
The social capital rises to the sum of twenty-seven thousand euros (27 000 €). It is divided into twenty-seven (27) shares of a nominal value of one thousand euros (1 000 €) each, one share per partner.
Article 10
Variability of capital
The capital is variable. It can increase at any time by the admission of a new partner. It may decrease in the event of a partner's withdrawal or loss of partner quality.
In accordance with provisions of Article L. 231-3 of the Commercial Code, acts that identify increases or decreases in capital are not subject to deposit and publication procedures.
Article 11
Minimum capital
Social capital cannot be less than the minimum amount established by the Act No. 47-1775 of 10 September 1947 or reduced as a result of repayments, following the withdrawal of a partner or loss of partner quality, below the quarter of the highest capital reached since the formation of the SEU.
Article 12
Capital reduction
If the EUSL makes a capital reduction by reducing the nominal amount of the shares, the sum refunded to the partners cannot exceed the share of the nominal refund.
Article 13
Increase in social capital by incorporation of reserves, benefits or emission premiums
In accordance with first paragraph of Article L. 313-24 of the Construction and Housing Code, any increase in capital by incorporation of reserves, profits or emission premiums is prohibited, unless derogated by the administrative authority.
Article 14
Release of shares
The shares are nominal and subscribed in cash. They must be released in full upon subscription.
Article 15
Cession, transmission or cancellation of shares
Each partner can only own an action. Any partner who would hold more than one action is required to assign any action beyond one to the SEU. Any partner who withdraws or loses his or her status as a partner is required to give his or her action to the EUSL. The shares acquired by the SEU are immediately cancelled by the Board of Directors, which notes the correlative reduction of capital.
The ownership of an action is the result of its individual registration on behalf of the holder on the registers held for that purpose at the head office. The assignment of shares is carried out by an order of account movement signed by the assignor or his agent. The movement is mentioned in the company's records.
In accordance with third paragraph of Article L. 313-24 of the Construction and Housing Code, the maximum sale price of the shares of the SEU is, in any case, fixed to the nominal amount of the shares.
Article 16
Rights and obligations to actions
Each action is attached to the ability to deal with the SEU of the operations covered in its object.
Each partner has one voice, even if it is temporarily holding more than one action.
The partners are responsible for social liabilities only up to the nominal amount of the action they own.
In accordance with second paragraph of Article L. 313-24 of the Construction and Housing Code, the EUSL cannot depreciate its capital and cannot serve any dividend, interest or remuneration of any kind to its capital.
The partner who withdraws or loses his or her status as a partner, for any reason, is entitled to the payment of an amount corresponding to the nominal amount of his or her action. He cannot claim any right on reserves or other accounts in the balance sheet liabilities.
Article 17
Composition of the Board of Directors
The Board of Directors has five permanent representatives at the most designated by associated employer organizations and five permanent representatives at the most designated by associated employee organizations, as follows:
1° Under national representative employer organizations:
- four permanent representatives appointed by the Movement of Businesses of France, if it is associated with the EUSL;
- a permanent representative designated by the General Confederation of Small and Medium Enterprises, if it is associated with the SEU;
2° Under trade union organizations of representative employees at the national level:
- a permanent representative designated by the French Democratic Confederation of Labour, if the latter is associated with the EUSL;
- a permanent representative appointed by the French Confederation of General Frameworks, if the latter is associated with the SEU;
- a permanent representative appointed by the French Confederation of Christian Workers, if it is associated with the SEU;
- a permanent representative designated by the General Confederation of Labour, if it is associated with the SEU;
- a permanent representative designated by the General Confederation of Labour-Force, if it is associated with the EUSL.
Holding and alternate permanent representatives shall be designated for a term of not more than three years, renewable. The renewal of the mandates of permanent representatives must be express and be the subject of a communication with the SEU. They may at any time be replaced for the remainder of the term by the organization of associated employers or associated employees who appointed them. The term of office of the incumbent and alternate permanent representatives on the Board of Directors of the SEU is incompatible with a term of office of President or Vice-President of the Board of Directors that would be exercised within a registered collector organization.
The non-designation or withdrawal by trade union organizations of employers or associated employees does not affect the validity of the composition or deliberations of the board of directors.
An alternate of each of these representatives shall be designated under the same conditions as the licensee. The alternate replaces with a deliberative vote the licensee absent at the Board of Directors meetings. He or she may attend the meetings of the board of directors without a vote when the licensee is present under conditions defined by the rules of procedure.
The first mandates will be given by associated employer organizations and associated employee organizations for a current period up to the annual general meeting to be held in 2017, to be approved for the 2016 fiscal year.
The age of permanent and alternate representatives appointed in the board of directors shall not exceed 70 years. The permanent representative reaching this age limit is deemed to be ex officio resigned.
Where the functions of a member of the board of directors, holder or alternate, are terminated for any reason, the organization of associated employers or associated employees shall designate a new representative, holder or alternate, for the remainder of the term of office of the substitute representative.
Members of the Board of Directors, holders and alternates, may not own shares of the SEU.
Provisions concerning the cumulative terms of office of members of the board of directors, holders and alternates, are those provided for by law, including by lawArticle L. 225-21 of the Commercial Code.
Members of the board of directors, holders and alternates, shall receive all the information necessary to carry out their duties, and may communicate all the documents they consider useful. They are subject to a confidentiality obligation relating to all information and documents of any kind that they are likely to be aware of in carrying out their mandate.
Article 18
Chairman of the Board of Directors
The Board of Directors elects a chair, selected from the representatives designated by the associated employer organizations.
The President shall be elected for a period of three years from that election. ll is re-elected. The loss of the term of permanent representative of an employer organization results in the loss of the quality of president.
In the event of a loss, for any reason, by the President of his term as Permanent Representative, a new Chair shall be elected by the Board of Directors for the remainder of the term of office of the replaced Permanent Representative.
The president's age cannot exceed seventy years. The chair of the board of directors who reaches the age limit is deemed to be ex officio resigned.
The President organizes and directs the work of the Board of Directors, which he reports to the General Assembly. It sets out the agenda of the Board of Directors meetings.
In particular, it ensures that members of the Board of Directors are able to carry out their mission and ensures that information of a general nature regarding the mission of the USL and the activity of the collectors' associates is disseminated.
It seizes the National Agency for Social Housing Control (ANCOLS) in the situations referred to in Article 6 of these Regulations.
Article 19
Vice-President of the Board of Directors
The board of directors shall elect a Vice-President from among the representatives designated by the associated employee organizations.
The Vice-Chair shall be elected for a period of three years from that election. ll is re-elected. The loss of the term of permanent representative of an employee union organization results in the loss of the quality of vice-president.
In the event of a loss, for any reason, by the Vice-President of his term as Permanent Representative, a new Chair shall be elected by the Board of Directors for the remaining term of office of the replaced Permanent Representative.
He attends with his agreement the president in his missions.
He may preside over the board of directors in the event of a temporary vacancy of the office of president and in the absence of the president temporarily prevented and with the written agreement of the president.
Rule 20
Powers of the Board of Directors
The Board of Directors determines the directions of the activity of the SEU, including those relating to the representation of the common interests of the partners, and ensures their implementation.
It takes up any matter of relevance to the EUSL's good march and resolves the cases concerning it by its deliberations. It conducts the controls and audits that it considers appropriate.
The Board of Directors, based on records prepared by the Director General:
- approves:
- conventions covered by theArticle L. 313-3 of the Construction and Housing Code ;
- mergers between its collector partners;
- Stop it.
- the budget of which it follows the execution;
- the annual accounts of the USL submitted for approval by the General Assembly;
- the combined accounts established under theArticle L. 313-19 of the Construction Code ;
- the directives provided for in the 7th of Article 3 of these statutes;
- present to the General Assembly the annual accounts and combined accounts established under theArticle L. 313-19 of the Construction Code ;
- sets out the guidelines for the management of the funds of the SEU;
- fixed:
- contributions from the collectors' associates to the operating costs of the SEU provided for in Article 33 of the present statutes;
- the contributions of the collector partners to the funds defined by Article 5 of these statutes;
- distributes the amount of the annual deferral determined by the General Assembly between the inter-professional organizations of employers and associated employees, under the conditions provided for in Article 24 of these statutes;
- conducts operations related to the variability of capital;
- authorizes:
- EUSL loans;
- the assignment of buildings by nature, the total or partial assignment of the shares, the establishment of security rights, bonds and endorsements;
- the establishment by the EUSL of cooperation structures and the participation of the EUSL in such structures, in accordance with the 9th of Article 3 of these statutes;
- the acquisition or assignment by the SEU of corporate securities pursuant to the 9th of Article 3 of these Regulations;
- the principle of cash transactions carried out with collectors and associations mentioned in the articles L. 313-33 and L. 313-34 the code of construction and housing, according to the 10th of Article 3 of the present statutes;
- delivers:
- the prior notices provided for in Article 8 of this Statute;
- the notice provided by theArticle L. 342-16 of the Construction and Housing Code, covering the sanctions measures provided against an associated EUSL collector organization;
- proposes, within one month of the dissolution or liquidation of a collector's partner, the collector's partner to which the net assets released by the liquidation or active and passive situation will be assigned, as well as all the rights and obligations of the disbanded or liquidated organization;
- may decide, on the proposal of the Director General and notice of one of the committees attached to him, to require one of his collectors' associates to revocation of his Director General, pursuant to the 12th of Article 3 of these statutes;
- summons the general assembly, of which it sets the agenda;
- elects its president and vice-president;
- appoints and revokes the Director General, whose remuneration he sets.
The board of directors may establish committees that are attached to it and whose organizational arrangements are set out in the rules of procedure of the SEU referred to in Article 39 of these statutes.
The board of directors cannot delegate its powers.
In application of theArticle L. 225-35 of the Commercial Code, the Board of Directors operates the audits and controls that it considers appropriate and may be communicated the documents that it considers necessary to carry out its mission.
In dealings with third parties, the SEU is engaged even by the acts of the board of directors that do not fall under the social object, unless it proves that the third party knew that the act exceeded that object or that it could not ignore it in the circumstances, being excluded that the only publication of the statutes was sufficient to prove it.
Article 21
Board meetings
The board of directors shall meet as often as the interests of the SEU require it and at least once a quarter, on the convocation of its president, which shall set the agenda, or, if the board of directors has not met for more than two months, at the request of at least half of its members. In the latter case, the chair summons the board of directors on the agenda proposed by the members on the initiative of the convocation, at a date that may not be after fifteen days.
Meetings of the board of directors shall be held either at the head office or at any other place indicated in the convocation.
Meetings of the Board of Directors, which set the agenda, shall be forwarded by mail, fax or electronic means to the incumbent and alternate members of the Board of Directors and to the Commissioners of the Government and their alternates at least ten days before the date of the meeting. Documents required for consideration of items on the agenda are forwarded to them at least four working days before the date of the meeting.
In the event of an emergency, summonses with the agenda shall be forwarded at least three working days before the session of the Board of Directors.
In exceptional circumstances, in the event of an emergency and when it is impossible to bring the board together within the necessary time, the board may be consulted in writing by its President, who then communicates to Council members the draft resolution submitted to their approval. Decisions are adopted by a simple majority of votes of the members consulted. They must be recorded in a minutes and must be ratified by the board at the meeting following the written consultation.
The board of directors shall only deliberate validly if the majority of its members having a deliberate vote are present. It is deemed to be present for the calculation of the quorum and majority of directors who participate in the meeting of the board by means of videoconferencing or telecommunications in accordance with the existing regulations applicable to anonymous cooperative companies.
The member of the absent board of directors is replaced by his or her alternate. In the event of the absence of the alternate, the holder may give power to any member present. A member of the board of directors may, in addition to his own voice, have only one power.
The decisions of the board of directors are taken by consensus. If a vote is necessary, the vote shall be taken by a simple majority of the votes of the members present or represented. In the event of an equal sharing of votes, with the exception of the appointment of the Director General, the decision is made during a second meeting with the President's preponderant voice.
The Director General may attend the sessions of the Board of Directors without a deliberate vote.
It is held, according to theArticle R. 225-20 of the Commercial Code, a presence register that is signed by the members participating in the Board of Directors session.
The deliberations of the board of directors are found in minutes prepared in accordance with the legal provisions in force and signed by the sitting chair and at least one member of the board of directors.
In the event of a failure of the sitting chair, the minutes shall be signed by at least two members of the board of directors.
Copies or extracts of these minutes shall be certified by the President of the Board of Directors, the Vice-President of that Board, the Director General, the temporary delegated administrator in the office of President or an authorized authority for that purpose.
Article 22
Remuneration of the Board of Directors and its Chair
In view of the non-profit nature of the SEU, the members of the Board of Directors, their permanent representatives and the Chairman of the Board of Directors exercise their functions free of charge.
Only reimbursements may be made, under the conditions defined by the Board of Directors and on supporting documentation, for the costs incurred in the course of their duties by natural representatives serving on the Board of Directors. The corresponding expenditure is charged against the deferral to the inter-professional organizations of employers and associated employees of the SEU, pursuant to theArticle L. 313-25 of the Construction and Housing Code.
Article 23
Director-General
The Director General is designated by the Board of Directors, which may revoke it at any time. If the revocation is decided without just cause, it may result in damages. The Board of Directors determines the remuneration of the Director General.
The age of the Director General may not exceed sixty-five years. The Director General who reaches the age limit is deemed to be ex officio resigned.
The Director General shall, under his or her responsibility, exercise the general direction of the EUSL and shall represent it in his or her relations with third parties, with the most extensive powers to act in all circumstances on behalf of the corporation, subject to the powers expressly assigned by the law to the General Assembly and the powers that the law and statutes reserve to the board of directors, and within the limits of the social object.
The Director General commits the SEU even by acts that do not fall under 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 Director General manages the USL and its staff on which he has authority. The Director-General is responsible for:
- implement the guidance and deliberations of the Board of Directors;
- set the objectives applicable to the collector partners mentioned in the 3rd of Article 3 of these statutes;
- ensure the application of the notices and directives issued by the Board of Directors;
- prepare the budget and annual accounts of the SEU;
- prepare, at the close of each fiscal year, the inventory of the various elements of the assets and liabilities, which it presents to the Board of Directors;
- to propose to the Board of Directors guidance on the management of the funds of the SEU, including the various contributions called to the collector partners;
- to present to the Board of Directors:
- the status of the budget three times a year, with proposals for corrective measures in the event of a significant shift from the forecast;
- the financial scoping that determines the directions of the use of the resources of the participation of employers in the construction effort by the collector partners;
- the status of implementation of the convention referred to in theArticle L. 313-3 of the Construction and Housing Code ;
- implementation of the guidelines mentioned in the last paragraph of the 7° Article L. 313-19 of the Construction and Housing Code.
The Director General has the power to consent to delegate authority by the Board of Directors, which sets its limits.
The Director General may send to the collectors any request for documents or information necessary to exercise his or her powers.
Article 24
Disruption of inter-professional organizations of employers and associated employees
In accordance withArticle L. 313-25 of the Construction and Housing Code, the inter-professional organizations of employers and associated employees of the EUSL may be discharged from the expenses of their participation in the activities and work of the EUSL and its associated collectors by means of a fraction of the sums collected by the EUSL.
The EUSL General Assembly determines annually the amount of this deferral, within the limits of a ceiling fixed by order.
This deferral is distributed by the board of directors between the inter-professional organizations of employers and employees associated in accordance with provisions of Article L. 313-25 of the Construction and Housing Code and in terms defined by agreements between the SEU and each of these organizations. These conventions will need to describe the nature of the amounts incurred and report on the amounts collected for the previous year.
This deferral is exclusive to any other deferral, compensation or compensation by the SEU of these organizations and their permanent representatives.
Rule 25
Conventions
Conventions directly or by interposed person between the USL, its Director General, one of its directors, or a partner with a fraction of the voting rights of more than 10% or, if it is an associated company, the company controlling it within the meaning of theArticle L. 233-3 of the Commercial Code, are governed by provisions of articles L. 225-38 to L. 225-42 of the Commercial Code.
Rule 26
Convening and holding of general assemblies
The General Assembly is convened by the Board of Directors.
Meetings are held at the headquarters or at any other place indicated in the convocation.
The summons is made at least fifteen days before the date of the assembly, either by simple letter addressed to each partner, or by inserting a notice in a legal announcement log of the department of the place of the head office, confirmed to each partner by simple letter.
When the assembly was unable to deliberate in the absence of the required quorum, the second meeting shall be convened at least six days in advance in the same forms as the first meeting. The notice or letters of convocation of this second meeting reproduce the date and the agenda of the first meeting. In the event of adjournment of the assembly by court decision, the judge may set a different time limit.
Each partner has one voice.
The partners can give power and vote by correspondence.
The vote shall be expressed by hand, or by roll call, or by secret ballot, according to the decision of the assembly on the proposal of the office of the assembly.
Rule 27
General Assembly
The ordinary general assembly brings together all the associates.
It shall make all decisions exceeding the powers of the board of directors and its president and which are not intended to amend the statutes.
It shall deliberate and rule in accordance with the provisions of Trade code.
Rule 28
Special General Assembly
The extraordinary general assembly brings together all the associates. It adopts the amendments to the statutes, prior to their approval by decree. It shall deliberate and rule in accordance with the provisions of Trade code.
Rule 29
Public order rules
The EUSL is subject to the provisions of theOrder No. 2005-649 of 6 June 2005 in relation to procurement by certain public or private persons not subject to Public procurement code.
Rule 30
Social exercise
The social exercise begins on January 1st and ends on December 31st of each year.
Rule 31
Accounting - inventory - annual accounts
Regular accounting of social transactions is maintained in accordance with the laws and uses of trade.
Retraced in separate accounts:
- the operations of the intervention fund provided for in Article 5.1 of these statutes and, within this fund, the operations of each of the employment policies referred to in Article 3 of these statutes;
- the operations of the social intervention fund provided for in Article 5.2 of these statutes;
- the operations of the universal rental risk guarantee fund provided for in Article 5.3 of these Regulations;
- the operations carried out with the collector partners pursuant to the 9th of Article 3 of the present statutes;
- transactions carried out with non-associated third parties pursuant to the 9th of Article 3 of these statutes.
Rule 32
Assignment of operating surpluses
The operating surpluses, excluding operations of the intervention fund, the social intervention fund and the universal rental risk guarantee fund, are constituted by the revenues of the year, deducted from the expenses, as well as all depreciation and all provisions. They're on reserve.
Rule 33
Operating expenses
For its operation with respect to the powers provided for in Article 3 of these Regulations, the SEU shall, in accordance with theArticle L. 313-25 of the Construction and Housing Code, a levy made every year on the amounts collected by the collector partners. It determines the annual amount, within the limits established by the convention concluded with the State provided for in theArticle L. 313-3 of the Construction and Housing Code.
Rule 34
Government Commissioners
Three government commissioners represent the state with the EUSL. Each Government Commissioner may have an alternate. They attend the sessions of the Board of Directors and can be communicated all documents.
The three Commissioners of the Government and their alternates shall be nominated by the Minister responsible for the economy, the Minister responsible for housing and the Minister responsible for the budget.
A consultation meeting may be held at the joint request of the Government Commissioners, between them or their duly appointed representatives and the Director General, five days prior to the meeting of the Board of Directors, on the agenda set for the Board. In the event of an emergency summons of the board of directors, the meeting may be held within 24 or 48 hours of the issuance of the summons. All documents required for the consideration of the agenda are made available to Government Commissioners.
Each Government Commissioner may request the inclusion of one or more items on the agenda. Except as a matter of urgency, this request must be made at least 15 days before the date of the Board of Directors meeting.
The Commissioners of the Government may, within fifteen days of taking the deliberation, jointly request a second deliberation.
At the same time, they may jointly veto:
- in proceedings not compatible with the respect for the balance between the employment and resources of the funds derived from the participation of employers in the construction effort or with the achievement of the purposes mentioned in theArticle L. 313-19 of the Construction and Housing Code ;
- the deliberations compromising the reimbursement of borrowings undertaken by the EUSL;
- in the deliberations setting a clearly overvalued budget for the SEU in its missions;
- proceedings not in accordance with the regulations or the convention referred to in theArticle L. 313-3 of the Construction and Housing Code.
Rule 35
Monitoring
The EUSL is subject to:
- to the control of the Court of Auditors, pursuant toArticle L. 111-8-2 of the Financial Courts Codeunder the conditions provided for in Article L. 143-3 of the same code;
- to the control of the National Social Housing Control Agency (ANCOLS)Article L. 342-1 of the Construction and Housing Code.
Rule 36
Auditors
One or more incumbent auditors and one or more alternate auditors are appointed and carry out their mandates in accordance with the law.
Rule 37
Cooperative review
In accordance with Article 19 quater of the Act of 10 September 1947, the SEU periodically conducts an analytical review of its financial situation and its management.
Rule 38
Equity less than half of social capital
The provisions of this heading shall be those provided for by Trade code.
Rule 39
Rules of procedure
A rules of procedure are adopted in the ordinary general assembly of associates on the proposal of the board of directors.
The purpose of the report is to clarify the provisions of these statutes, including:
- the terms and conditions of the board of directors;
- the terms and conditions of the committees referred to in Article 20 of these statutes;
- the terms and conditions for the designation and operation of a commission of the collector partners;
- the organization of meetings of the Action Housing network;
- the conditions for the submission and instruction of the application for a prior conformity of opinion referred to in Article 8 of the present Statutes;
- the terms of warning and sanctions mentioned in the 7th of Article 6 of these statutes.
Rule 40
Dissolution - liquidation
The rules applicable to this title are those provided by the Trade code and Civil code.
Apart from the cases of dissolution provided for by law and except on a regular basis, the dissolution of the SEU occurs at the expiry of the term fixed by the statutes, or following a decision of the extraordinary general assembly of the associates approved by decree.
The liquidator represents the SEU. All the social assets are realized and the liabilities paid by the liquidator that is invested with the most extensive powers, in particular to ensure the fulfilment of the commitments undertaken by the SEU.
The net assets remaining after the termination of the liabilities and the reimbursement of the actual paid capital shall be attributed to a cooperative or to a work of general or professional interest in the housing sector, by a decision of the ordinary general assembly approved by the guardianship ministers.
Rule 41
Executory character of the statutes and their subsequent amendments
The amendments to the statutes are approved by decree and take effect in respect of the partners in the publication of this decree and, in respect of third parties, the deposit in the register of trade and corporations, the latter acting after publication of the aforementioned decree.
The same is true of subsequent amendments that would come to them.
Done on 12 December 2014.
Manuel Valls
By the Prime Minister:
Minister of Housing, Land Equality and Rurality,
Sylvia Pinel
Minister of Finance and Public Accounts,
Michel Sapin
The Secretary of State in charge of the budget,
Christian Eckert
