Articles of Association
I- PURPOSE AND COMPOSITION OF THE ASSOCIATION
ARTICLE 1
The Organization known as "ASSOCIATION DE PREVOYANCE INTERENTREPRISES" (Interfirm Organization for health, death and disability insurance and retirement savings plan), abbreviated as PREVINTER, and as PREVINTER-EXPA with respect to its section covering expatriates, established in 1974, has the purpose of promoting and organizing group insurance and retirement programs on behalf of its members. Its duration is unlimited. Its duration is unlimited. Its head office is located in Paris at 39 rue Mstislav Rostropovitch (75017). The head office may be transferred to another address by a simple decision of the General Meeting or the Board of Directors which shall have all powers to modify the articles of association accordingly.
ARTICLE 2
The Organization acts by making adequate information, research and management means available to its members and representing them vis-à-vis any insurance, provident or retirement Institutions or Companies.
ARTICLE 3
The Organization consists of registered members and honorary members.
To become a member, a candidate must be approved by the Board of Directors.
The annual membership fee is set at €15 per expatriate employee. This fee may not be less than €120 or more than €1,200 for groups of companies.
The title of honorary member may be granted by the Board of Directors to persons who render or have rendered outstanding services to the Organization. The said title entitles the persons who have received it to attend the General Meeting without having to pay an annual registration fee.
ARTICLE 4
Membership in the Organization is lost:
1) by resignation;
2) by cancellation of membership pronounced by the Board of Directors because of non-payment of the annual registration fee, non-observance of commitments or for serious reasons, but the member has the possibility of appealing to the general Meeting.
The Member concerned is first called on to explain itself.
The Organization known as "ASSOCIATION DE PREVOYANCE INTERENTREPRISES" (Interfirm Organization for health, death and disability insurance and retirement savings plan), abbreviated as PREVINTER, and as PREVINTER-EXPA with respect to its section covering expatriates, established in 1974, has the purpose of promoting and organizing group insurance and retirement programs on behalf of its members. Its duration is unlimited. Its duration is unlimited. Its head office is located in Paris at 39 rue Mstislav Rostropovitch (75017). The head office may be transferred to another address by a simple decision of the General Meeting or the Board of Directors which shall have all powers to modify the articles of association accordingly.
ARTICLE 2
The Organization acts by making adequate information, research and management means available to its members and representing them vis-à-vis any insurance, provident or retirement Institutions or Companies.
ARTICLE 3
The Organization consists of registered members and honorary members.
To become a member, a candidate must be approved by the Board of Directors.
The annual membership fee is set at €15 per expatriate employee. This fee may not be less than €120 or more than €1,200 for groups of companies.
The title of honorary member may be granted by the Board of Directors to persons who render or have rendered outstanding services to the Organization. The said title entitles the persons who have received it to attend the General Meeting without having to pay an annual registration fee.
ARTICLE 4
Membership in the Organization is lost:
1) by resignation;
2) by cancellation of membership pronounced by the Board of Directors because of non-payment of the annual registration fee, non-observance of commitments or for serious reasons, but the member has the possibility of appealing to the general Meeting.
The Member concerned is first called on to explain itself.
II- ADMINISTRATION AND ORGANIZATION
ARTICLE 5
The Organization is managed by a Board, the number of members of which, determined by a decision made by the General Meeting, shall be at least four and twenty at the most. The Board members are elected by secret ballot for five years by the General Meeting, and are chosen from among the categories of members constituting the said Meeting.
In case of a vacancy, the Board temporarily replaces its members. They are definitively replaced by the next General Meeting. The powers of the Board members elected in this way end at the time at which the terms of the replaced members would normally have ended.
One-fifth of the Board membership is renewed every year. The outgoing members are eligible for reappointment.
The Board chooses an Executive Committee from among its members by secret ballot, consisting of a Chairman, one or several deputy Chairmen, a secretary and a treasurer.
The Executive Committee is elected for one year.
ARTICLE 6
The Board is to meet at least once every six months, and whenever a meeting is called by its Chairman, or at the request of one-fourth of its members .
At least one-third of the members of the Board of Directors must be present for decisions to be valid. Meeting minutes must be kept. The minutes are signed by the Chairman and by the secretary.
They are drawn up on numbered sheets and are kept at the Organization's head office.
ARTICLE 7
The members of the Board of Directors may not receive any compensation for the duties with which they are entrusted. Only reimbursements for expenses are possible, which must be the object of an explicit decision by the Board of Directors, taken in the absence of the interested parties. Supporting documentation must be provided, which shall be audited.
The Organization's paid staff may be called on by the Chairman to attend, with an advisory vote, the General Meeting and meetings of the Board of Directors.
ARTICLE 8
The Organization's General Meeting consists of the registered and of the honorary members.
It is held at least once a year and whenever called by the Board of Directors, or at the request of at least one-fourth of its members.
The meeting agenda is determined by the Board of Directors. It chooses its Executive Committee, which may be the same as the Board's.
It hears the reports concerning the Board of Directors' management and the Organization's financial and ethical situation.
It approves the financial statements for the past financial year, votes the budget for the next financial year, makes decisions on questions appearing on the agenda, and renews the members of the Board of Directors, if need be.
The annual report and the financial statements are sent annually to all Organization members.
Saving application of the provisions of the previous article, the Organization's paid staff may not attend the General Meeting.
ARTICLE 9
The Chairman represents the Organization in all aspects of civil life. He authorizes expenditures. He may grant a delegation. In case of its absence or inability to act, he is replaced by the deputy Chairman or, failing this, by the oldest Director.
In case of legal proceedings, the Chairman may be replaced only by an authorized agent acting by virtue of a special power of attorney.
The Organization's representatives must hold all civil rights.
ARTICLE 10
The decisions by the Board of Directors relative to acquisitions, exchanges and transfers of real properties required by the purpose pursued by the Organization, constitution of mortgages on the said real properties, leases exceeding nine years, transfers of goods included in the endowment and borrowings must be approved by the General Meeting.
The Organization is managed by a Board, the number of members of which, determined by a decision made by the General Meeting, shall be at least four and twenty at the most. The Board members are elected by secret ballot for five years by the General Meeting, and are chosen from among the categories of members constituting the said Meeting.
In case of a vacancy, the Board temporarily replaces its members. They are definitively replaced by the next General Meeting. The powers of the Board members elected in this way end at the time at which the terms of the replaced members would normally have ended.
One-fifth of the Board membership is renewed every year. The outgoing members are eligible for reappointment.
The Board chooses an Executive Committee from among its members by secret ballot, consisting of a Chairman, one or several deputy Chairmen, a secretary and a treasurer.
The Executive Committee is elected for one year.
ARTICLE 6
The Board is to meet at least once every six months, and whenever a meeting is called by its Chairman, or at the request of one-fourth of its members .
At least one-third of the members of the Board of Directors must be present for decisions to be valid. Meeting minutes must be kept. The minutes are signed by the Chairman and by the secretary.
They are drawn up on numbered sheets and are kept at the Organization's head office.
ARTICLE 7
The members of the Board of Directors may not receive any compensation for the duties with which they are entrusted. Only reimbursements for expenses are possible, which must be the object of an explicit decision by the Board of Directors, taken in the absence of the interested parties. Supporting documentation must be provided, which shall be audited.
The Organization's paid staff may be called on by the Chairman to attend, with an advisory vote, the General Meeting and meetings of the Board of Directors.
ARTICLE 8
The Organization's General Meeting consists of the registered and of the honorary members.
It is held at least once a year and whenever called by the Board of Directors, or at the request of at least one-fourth of its members.
The meeting agenda is determined by the Board of Directors. It chooses its Executive Committee, which may be the same as the Board's.
It hears the reports concerning the Board of Directors' management and the Organization's financial and ethical situation.
It approves the financial statements for the past financial year, votes the budget for the next financial year, makes decisions on questions appearing on the agenda, and renews the members of the Board of Directors, if need be.
The annual report and the financial statements are sent annually to all Organization members.
Saving application of the provisions of the previous article, the Organization's paid staff may not attend the General Meeting.
ARTICLE 9
The Chairman represents the Organization in all aspects of civil life. He authorizes expenditures. He may grant a delegation. In case of its absence or inability to act, he is replaced by the deputy Chairman or, failing this, by the oldest Director.
In case of legal proceedings, the Chairman may be replaced only by an authorized agent acting by virtue of a special power of attorney.
The Organization's representatives must hold all civil rights.
ARTICLE 10
The decisions by the Board of Directors relative to acquisitions, exchanges and transfers of real properties required by the purpose pursued by the Organization, constitution of mortgages on the said real properties, leases exceeding nine years, transfers of goods included in the endowment and borrowings must be approved by the General Meeting.
III- ANNUAL RESOURCES
ARTICLE 11
The Organization's annual resources consist of the following:
1) the income from its assets;
2) the annual registration fees paid by its members;
3) subsidies received from the State, from the French departments, from the communes and from public establishments;
4) income from donations, use of which is authorized during the financial year;
5) resources created on an exceptional basis and, if appropriate, with the competent authority's approval;
6) income for services rendered.
ARTICLE 12
Accounting is to be kept showing, annually, an income statement for the financial year and a balance sheet.
The Organization's annual resources consist of the following:
1) the income from its assets;
2) the annual registration fees paid by its members;
3) subsidies received from the State, from the French departments, from the communes and from public establishments;
4) income from donations, use of which is authorized during the financial year;
5) resources created on an exceptional basis and, if appropriate, with the competent authority's approval;
6) income for services rendered.
ARTICLE 12
Accounting is to be kept showing, annually, an income statement for the financial year and a balance sheet.
IV- MODIFICATION OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION
ARTICLE 13
The articles of association may be modified by the General Meeting on the basis of a proposal by the Board of Directors or of a proposal by one-tenth of the members constituting the General Meeting.
In both cases, the proposed modifications are entered on the agenda for the next general meeting, which must be sent to all meeting members at least ten days in advance.
The Meeting must be attended by at least one-fourth of the current members. If that fraction is not reached, the meeting is called again, but for a date at least two weeks later, and on that second occasion it may make valid decisions however many members may be present.
In all cases the articles of association may be modified only by a two-thirds majority of the members present.
ARTICLE 14
A General Meeting that is to pronounce dissolution of the Organization and is called specially for that purpose, under the conditions laid down in foregoing article, must be attended by at least half plus one of the current members.
If that fraction is not reached, the meeting is called again, but for a date at least two weeks later, and on that second occasion it may make valid decisions however many members may be present.
In all cases, dissolution may be voted only by a two-thirds majority of the members present.
ARTICLE 15
In case of dissolution, the General Meeting designates one or several liquidators responsible for liquidating the Organization's property.
It allocates the net assets to one or several analogous public establishments, recognized as being in the public interest, or to establishments mentioned in Article 35 of the law of 14 January 1933, or possibly to Associations declared as having a purpose similar to the Organization's purpose.
The articles of association may be modified by the General Meeting on the basis of a proposal by the Board of Directors or of a proposal by one-tenth of the members constituting the General Meeting.
In both cases, the proposed modifications are entered on the agenda for the next general meeting, which must be sent to all meeting members at least ten days in advance.
The Meeting must be attended by at least one-fourth of the current members. If that fraction is not reached, the meeting is called again, but for a date at least two weeks later, and on that second occasion it may make valid decisions however many members may be present.
In all cases the articles of association may be modified only by a two-thirds majority of the members present.
ARTICLE 14
A General Meeting that is to pronounce dissolution of the Organization and is called specially for that purpose, under the conditions laid down in foregoing article, must be attended by at least half plus one of the current members.
If that fraction is not reached, the meeting is called again, but for a date at least two weeks later, and on that second occasion it may make valid decisions however many members may be present.
In all cases, dissolution may be voted only by a two-thirds majority of the members present.
ARTICLE 15
In case of dissolution, the General Meeting designates one or several liquidators responsible for liquidating the Organization's property.
It allocates the net assets to one or several analogous public establishments, recognized as being in the public interest, or to establishments mentioned in Article 35 of the law of 14 January 1933, or possibly to Associations declared as having a purpose similar to the Organization's purpose.
V- SUPERVISION
ARTICLE 16
The Chairman must notify within three months the prefecture of the department or the subprefecture of the district in which the Organization has its head office of any changes made in administration or management of the Organization.
The Organization's registers and its accounting documents are presented, without travel, in response to any demand by the minister of the interior or by the prefect, to themselves or to their delegate or to any civil servant accredited by them.
The Chairman must notify within three months the prefecture of the department or the subprefecture of the district in which the Organization has its head office of any changes made in administration or management of the Organization.
The Organization's registers and its accounting documents are presented, without travel, in response to any demand by the minister of the interior or by the prefect, to themselves or to their delegate or to any civil servant accredited by them.