By Christian Vanneste 5 mar 2009 in In the press
Christian Vanneste, one of the personalities of right having accepted the threats of death by letter comments with caution on the arrest in Montpellier of a man who would be the author of these dispatches.
I find that the police is very efficient. On the other hand, I cannot maintain yet that it is it , declares the deputy of the Xth district. He tells himself surprised of publicity made around this affair, which he qualifies as "event".
I know well that in ten, there is the president of the Republic the anonymous letter had arrived at its permanence at the end of last week. There was not bullet accompanying it. Over instant, I even did not read it myself and she went to the basket , specifies the deputy without the intention of lodging a complaint. For him, the dispatch of this letter is more recovering from the psychology - not to say the psychiatry - that of political domain .
Article of , on Thursday, March 5th, 2009
Mister Vanneste, [censored] a couple homosexual this can last many more than 3 years!!! personally I lived in couple with my companion, with whom I am pacs , for more than 14 years then line up your ideas in the nut completely OBSOLETE
To mister Vanneste,
Personally I care more about your own security (the "suspect" was unloosed: it was not it, the one who threatens you) that of that of the president UMP de la R publique. (At least, you, you do not go to your district with 700 policemen! Two choppers (how much coute us any ?) as though they were in war situation!)
Therefore, pay attention, please. Have you a small lacrymog ne "bomb", in your pocket (in case)? It walks well enough (I also, some time ago, had letters of threats) therefore Anticipate!
Otherwise, I know that it goes you irritate But sincerely, it is necessary to tell to mister Perol to respect law. Its nomination to the general management of Co-operative banks is not regular.
On March 2nd, I indeed learnt that Fran ois P rol was manager of the Federal Bank of Co-operative banks.
For it, says to us the press release, the Directorate of the Federal Bank of Co-operative banks (BFBP) which met February 25th, 2009 under the presidency of mister Philippe Dupont decided to undertake the dissociation of functions of President and of managing director de la BFBP .
And yet in a public company such as the Federal Bank of Co-operative banks executive functions are exercised by a managing director.
Control and surveillance of the general management are assured by the directorate. On this occastion the head of government of administration has as main function to call and to chair advice; clearly, to determine agenda, to drive deliberation and to organise polls.
When the same person does not assure functions of head of government of administration and of managing director, they speak about " dissociated presidency ".
Why? And well because before law n 2001-420 of May 15th, 2001 relating to new economic regulations said law NRE, the presidency and the general management were united under post of president managing director .
Since law NRE, the article 225-51-1 of the Commercial law stipulates that:
The general management of the society is taken, under his supervision, either by the head of government of administration, or by another individual named by the directorate and carrying the title of managing director.
Translation: in principle, the head of government of administration assures the general management, unless the directorate decides to name another person. In that case, functions are dissociated.
It is what seems to have taken place during the directorate of the Federal Bank of the Co-operative banks of February 25th of this year. Philippe Dupont, who was president managing director, became head of government of administration. And Fran ois P rol was named managing director.
Where is problem?
Problem results from the second indent of the article 225-51-1 of the Commercial law:
In conditions defined by statutes, the directorate chooses between both modalities of exercise of the general management aimed at the first indent. The shareholders and third parties are informed about this choice in conditions defined by decree in Council of State.
In other words, the modalities of the dissociation of functions must be envisaged in statutes.
What is he?
The statutes of the Federal Bank of Co-operative banks do not envisage such modalities. Dixit my friend who just works in this group.
In the article 17, this only expression is found:
II - The Head of government of administration takes under his supervision the general management of the Society. He is invested with the most sprawling powers to act anyway in the name of the Society. He exercises these powers within the limits of social object and subject to those that law allocates expressly in general meetings or that it reserves especially for the Directorate or who, as dispositions of internal order, raise of this last as relating to competences of central organ of the Society and such as listed more especially in the article 15-II ci before.
No conditions relating to the dissociation of functions. And even, no hypothesis of dissociation. In other words, the nomination of a dissociated managing director does not comply with statutes.
And it is there that difficulties begin.
He is sure that it is the directorate which has power to choose a dissociated presidency. On the other hand, nomination must comply with statutes. And the directorate has no power to change including tacitly aforementioned statutes. (Not without approval, anyway, shareholders, and personnel of the society Dans certains cas)
Let us add to it that the article 131 of law NRE envisaged that statutes must be changed to meet requirements of the new article 225-51-1. And yet if for the unquoted societies, modification had to intervene from the first general meeting, they know that statutes were already changed at least twice. (In 2001, following the article 27 of the law NRE, and in 2007, from which are dated the last statutes)
Clearly:
- The nomination of Fran ois P rol does not comply with statutes, which do not envisage the modalities of dissociation of the presidency and of the general management.
- Statutes do not seem correspondent to the dispositions of the Commercial law.
From there, there are three possible analyses.
First analysis: The nomination of Fran ois P rol is regular, because, the only effect of the absence of modalities of dissociation must be analysed as an absence of statuary conditions. In that case, everything goes very safe statutes.
Second analysis: The nomination of Fran ois P rol is no, because opposite to statutes and to law in the fact that this one envisages that nomination must respect modalities envisaged in statutes. (Moreover, it is possible to analyse that in case of absence of modification of statutes, the absence of sanction envisaged by law means that the regime of the absence of dissociation remains in force)
In consequences, all decisions taken by Fran ois P rol s quality including those who concern rapprochement with savings banks, will risk nonentity.
Third analysis: Statutes voted in infraction with the law of 2001 could be annullable (In fact, the nonentity of a deliberation changing statutes can result only from the violation of an express disposition of the Commercial law to make simple. But it would be possible to consider that the agenda which did not envisage the modification of statutes in accordance with the law of 2001 would be irregular. Where from a possible nonentity of deliberation.) in fact, those of the 2007, because of rules of prescript. And it could infect all decisions taken in accordance with the irregular statutes. Or even, for example, the nomination of Fran ois P rol.
I concede that I did not push study in this complex material of the nonentity of the right of societies. And my research do not allow me to choose in a sure way among the previous analyses. And to put it briefly, I did not find clear answer to this question.
I tends however to lean for the second analysis. The first one seems to me opposite to the mind of law NRE. And third, too audacious in a material where they try hard to avoid, as many as possible, the nonentity which can affect the life of business.
In any case, it is probable that things are not as clear as can let it appear the pithy press release of the Federal Bank of Co-operative banks.
NB: To note that if the press release is followed, the nomination of Fran ois P rol dates February 25th, is one day before it is put an end to its functions by order on February 26th. In other words mister P rol would have been named Even though it occupied a load (adviser of the lys e Palace) putting it in situation of offence towards Law! (As servant of the State he willy-nilly knows about information which must not be revealed, in principle, to private legal entities!)
In short This tops up in grievances made before on the "candidacy" of mister P rol.
My friend searches a lawyer at present, to carry affair before courts. Believe you that mister Cop (I have to prove with her if it is lawful. a rereading of the franchise act is obvious!) would be interested? He is well lawyer is this step?
Otherwise, is possible be mister Baroin would be he candidate? (Because he is more free than mister Cop undoubtedly)
seb 6 mar 2009 Answer
Copyright Christian Vanneste - Deputy of the North 2007. All rights reserved.