Subsequently, Law No. 2022-46 of January 22, 2022 sets out the measures related to the holding of assemblies and decision-making in the health context until July 31, 2022.
From now on and in consideration of the end of the state of health emergency, the special law applies. In fact, the possibility of participating and voting by remote transmission, in accordance with article L.223-27, paragraph 3 and L.225-107, II of the Commercial Code, is possible provided that the articles of association so provide.
According to Article 13, II of the law, it is applicable to legal persons and entities without legal personality under private law, and in particular:
The law of January 22, 2022 was adopted to prevent a future health crisis. As a result, derogatory measures had to be taken. In this sense, it offers the possibility in its article 13, II, for meetings of collegial bodies of administration, supervision or management to be held remotely when they are prevented by administrative measures limiting or prohibiting collective gatherings for health reasons. Consequently, the convocation may be sent by electronic means.
In this case, Article 13, II of the law states that:
"As of the publication of this law and until July 31, 2022 inclusive, without any clause in the bylaws or internal regulations being necessary for this purpose or being able to oppose it, their members who participate in assemblies of collegial administrative, supervisory or management bodies by means of a telephone or audiovisual conference allowing their identification and guaranteeing their effective participation shall be deemed to be present."<br>
In addition, the participants in the meeting are informed by any means of the date and time of the meeting as well as the modalities in which they can exercise their rights.
Section 12 of the Act provides that:
"The technical means implemented transmit at least the voice of the participants and meet technical characteristics that allow for the continuous and simultaneous transmission of the proceedings.
Article 13 also mentions the possibility of a written consultation:
"As of the publication of this law and until July 31, 2022, inclusive, without any clause in the articles of incorporation or bylaws being necessary for this purpose or being able to oppose it, the decisions of the collegial administrative, supervisory or management bodies may also be taken by means of written consultation of their members, under conditions that ensure the collegiality of the deliberation."
By written consultation, it is understood that each participant in the assemblies receives in writing the text of the proposed decisions as well as a reply form and the necessary documents relating to the information mentioned. The time limit for the participant to respond must be indicated, but it cannot be less than 15 days from the date of sending the documents.
Following this, the competent body that convened the assembly or the delegate has the task of drawing up minutes recording the decisions taken by means of written consultation and mentioning the date of the same, the text and the documents attached, the date on which the documents and information were sent, the time limit set and, finally, the identity of the participants who responded in time and the number of votes each held.
Ultimately, these provisions are applicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting is applicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting is called to rule applicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting is called to rule applicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regardless of the subject matter of the decision on which the meeting is called to rule applicable regard less of the subject matter of the decision on which the meeting is called toapplicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regardless of the subject matter of the decision on which the assembly is called to ruleapplicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting isapplicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting is called to ruleapplicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting is called to ruleapplicable regardless of the subject matter of the decision on which the assembly is called to ruleapplicable regardless of the subject matter of the decision on which the meeting is called to ruleapplicable regardless of the subject matter of the decision on which the assembly is called to rule applicable regard less of the subject matter of the decision on which the meeting is called to rule ruleapplicable regardless of the subject matter of the decision on which the assembly is called to ruleapplicable regard less of the subject matter of the decision on which the meeting is called to rule.
