15.1 – Common rules
All associates have the right to attend General Assemblies and to participate by their vote in collective decisions, under the conditions provided for in the Statutes and the General Regulation.
Except in the event of an Assembly convened urgently, and in order to allow the society of voting operations, participation in the ballot shall be open to associates who are able to vote and whose list is drawn up no later than 60 days before the date of the ordinary annual General Assembly.
The Managing Director shall convene and organise the General Assembly in accordance with the provisions defined in Article 2 of the General Regulation.
Each associate member has the right to vote by proxy. To this end, they must appoint another member as their proxy before the vote opens, in accordance with the procedures approved by the Board of Directors and published on Adami’s website.
No proxy may be entrusted with more than one mandate during the same General Assembly, each mandate being valid for one General Assembly only.
Unless otherwise provided, the General Assembly shall decide by a simple majority of the votes cast by the associates present or represented at the Assembly or voting electronically from a distance. The Managing Director shall see to the confidentiality of the vote.
The General Assembly shall be chaired by the Chairman of the Board of Directors, or in his absence by the Vice-Chairman, assisted by the Managing Director.
15.2 – Rules specific to Ordinary General Assemblies
The Ordinary Annual General Meeting is held at least once a year in June, no later than the 4th Monday of the month, by videoconference or at any location decided by the Board of Directors within the jurisdiction of the registered office, provided that the participation of associate members in the deliberations can be ensured. In the event that the General Assembly cannot be held in June, notice shall be given to associates at least fifteen days in advance in accordance with the notification procedure set out in Article 2 of the General Regulation. The notice will list the reasons for the postponement, as well as the date on which the Assembly will be held.
15.2.1 – The General Assembly shall hear:
- The report of the Statutory Auditor on the financial year ended 31 December of the previous year,
- The Supervisory Board’s report on the financial year ended 31 December of the previous year,
- The annual report of the French Commission for the Control of Copyright and Related Rights Management Bodies.
15.2.2 – The General Assembly approves the Managing Director’s management report and the annual transparency report for the financial year ended 31 December of the previous year, drawn up in accordance with Article R.321-14 of the French Intellectual Property Code.
15.2.3 – The General Assembly votes on:
a) The general policy for the distribution and payment of sums due to rightholders,
b) The general policy on the use of amounts that cannot be distributed,
c) The general policy on the investment of income from the exploitation of rights and income resulting from this investment,
d) The general policy on deductions made from these revenues,
e) General risk management policy,
f) The use, during the previous financial year, of sums which could not be previously distributed,
g) The distribution of the sums referred to in Article L.324-17 of the Intellectual Property Code, this decision must be taken by a two-thirds majority of the votes cast by the associates present or represented at the General Assembly or voting remotely, in the absence of a required majority, a new General Assembly is convened for this purpose to decide by simple majority,
h) Revaluation of the nominal value of the share capital,
i) Any draft resolution submitted to it, in particular by the Board of Directors.
15.2.4 – The General Assembly elects the members of the Board of Directors and the Supervisory Board under the conditions laid down by law and by the Statutes. It approves their compensation and remuneration.
15.2.5 – The General Assembly appoints and dismisses the Statutory Auditors on the proposal of the Board of Directors.
15.3 – Rules specific to Extraordinary General Assemblies
An Annual General Meeting is deemed to be extraordinary when the decisions relate to an amendment to the Statutes, the dissolution of the Society or the exclusion of a shareholder from the Society, and ordinary in all other cases.
Resolutions adopted by the Annual General Meeting are binding on all associate members and may be relied upon by third parties.
1- The Extraordinary General Assembly decides on the dissolution of the society by a two-thirds majority of the votes cast by the associates present or represented at the general Assembly or voting electronically remotely.
2- The Extraordinary General Assembly votes on:
a) Amendments to the Statutes and the General Regulation,
b) Approval of mergers or alliances, the creation of subsidiaries (and branches), and the acquisition of other entities or shareholdings or rights in other entities,
c) The exclusion of an associate,
d) The dismissal of a member of the Board of Directors or the Supervisory Board.
3- In the absence of a favourable vote by the Supervisory Board, the Extraordinary General Assembly votes on:
a) Approval of any acquisition, sale of or mortgage on buildings,
b) Approval of borrowing, lending or loan collateral transactions.
15.4 – Written consultation
The Board of Directors may decide, outside the decision-making powers devolved to the General Assembly, to consult the associates on any issue relating to the society’s stated purpose.
The text of the written consultation is approved by the Board of Directors and is published on the society’s website.
The rules relating to remote electronic voting procedures set out in Article 15.2 above and Article 2 of the General Regulation shall apply in the event of a written consultation, the fifteen-day period referred to in said article being understood however from receipt by the associates of the written consultation request.
The associates are informed of the results by the Managing Director by any media available to the society and are published on the society’s website.