Annual report 2008 - Altarea Cogedim

) Election and termination of office (article 13 of
the Articles of Association)
The company is managed and run by one or more Managers,
who may but need not be General Partners (associécommandité).
The Managers may be either natural or legal persons.
The age limit for natural person Managers is 75. In the
case of corporate Managers, this age limit also applies to its
natural person directors.
Managers are elected for a term of ten years and may stand
for re-election.
Any Manager wishing to resign must advise the other
Managers, the General Partners and the Supervisory Board
by recorded delivery mail at least three months before the
effective resignation date, unless otherwise agreed by the
General Partners.
Upon expiry of a Manager’s term of office, the other Manager
or Managers shall remain in office without prejudice to
the General Partners’ right either to elect a replacement
Manager or to re-elect the outgoing Manager.
Upon expiry of the sole Manager’s term of office, one or more
new Managers are elected or the outgoing sole Manager is reelected
under the terms and conditions set out in paragraph
[13.3]. Pending the election or re-election, the company is
managed by the General Partners who may then delegate all
powers required to run the company until the election of the
new Manager or Managers.
Managers may be removed from office without grounds by
unanimous decision of the General Partners. If the Manager
is also a General Partner, he is required to abstain from the
vote. Managers may also be removed from office under the
terms and conditions set out by law, following a legal action
resulting in a binding non-appealable court order setting out
a legitimate reason for removal.
If the Manager is also a General Partner, the loss of General
Partner status will automatically and ipso jure result in the
loss of office as Manager.
Managers removed from office are entitled to payment by
the company of the remuneration set out in 14.1 below on a
pro rata basis until the date of removal from office together
with the reimbursement of all expenses of any kind to which
they are entitled in accordance with article 14.3.
During the life of the company, all new Managers are
elected unanimously by the General Partners, without the
need for approval or opinion from the Supervisory Board or
the collective body of shareholders.
c) Powers (article 13 of the Articles of Association)
The Managers shall have full powers to act in the name of
the company at all times and in all circumstances within
the limits of the corporate objects and subject to any powers
expressly conferred on the collective body of shareholders
or the Supervisory Board by law or by these Articles of
Association.
In accordance with the law, the Managers may authorise
and grant all guarantees and other sureties they deem
reasonable in the company’s name.
The Managers may delegate some of their powers to one or
more persons whether or not employed by the company and
whether or not having a contractual relationship with the
company. Such delegation shall not affect the Manager’s
duties and responsibilities as regards the exercise of such
powers.
The Managers shall have a duty of care in running the
company’s affairs.
1.2. General Partners
a) Identity
The current General Partner is the company Altafi 2, a
société par actions simplifiée unipersonnelle (simplified
limited liability company with a sole shareholder) with share
capital of €38,000 divided into 38,000 shares owned in
their entirety by the company Altafinance 2, itself controlled
by Alain Taravella. Altafi 2 is registered at the Paris
Trade and Companies Registry under registration number
501 290 506 RCS Paris.
The Chairman of Altafi 2 is Alain Taravella. His term of
office is unlimited.
b) Election and termination of office (Article 24)
General Partners are elected by extraordinary resolution
of the shareholders upon the unanimous proposal of the
General Partner or Partners.
In the event of the death or disability of a natural person
General Partner or the loss of General Partner status for
any other reason, the company shall not be dissolved but
shall continue as among the remaining General Partners.
The same is true in the case of the liquidation of a corporate
General Partner.
Any merger transaction resulting in the absorption of the
Manager or General Partner by a company controlled by
Alain Taravella within the meaning of article L.233-3 I of
the French Commercial Code will give rise to the transfer to
the absorbing company of the rights of General Partner or
Manager, as the case may be, provided that the absorbing
company remains controlled by Alain Taravella.
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