Statutes – Article 22 – The managing director

22.1 – Appointment

The Managing Director is the society’s corporate officer.

A natural person appointed for an indefinite period, on proposal from the Chairman, by the Board of Directors by a simple majority of the associates present or represented. He must be a national of a Member State of the European Union. He may not be stripped of the exercise of his civil rights or have been convicted of a criminal offence as listed in his criminal history.

The Board of Directors establishes by agreement between the Managing Director and the society represented by the Chairman of the Board of Directors, the conditions for exercising his corporate office and the scope of the delegation granted to him. This agreement may not be an employment contract.

He may perform the duties of Managing Director.

The Managing Director may not be chosen from among the members of the administrative, management, executive and supervisory bodies of any other collective management body or participate in the management or leadership of any commercial undertaking whatsoever, regardless of its purpose, except in cases where he represents the society there due to his functions in the latter or on the special mandate of the society’s Board of Directors.

22.2 – Functions

In relations between associates, the Managing Director may make any decision and carry out all acts of management required in the interest of the society in accordance with the instructions and decisions of the Board of Directors, for which he is responsible.

Nonetheless, he makes decisions relating to the general policy of the society and in particular that of its artistic action in agreement with the Chairman, or, where the latter is prevented from participating, of the Executive Board.

He is accountable for his management to the General Assembly.

He implements administrative and accounting procedures for internal control.

He recruits, appoints and, in compliance with applicable Regulation, terminates the employment contract of any executive of the society after prior agreement of the Chairman, and of the Board of Directors in the event of disagreement with the Chairman.

In relations with third parties, the Managing Director makes decisions binding on the society through actions falling within the stated purpose.

He is the legal representative of the society in all his actions with regard to third parties and associates. He shall take any legal action, whether as plaintiff or defendant, concerning the society or the rights for which he is responsible under its Statutes.

The Managing Director shall see to the preparation of the annual individual declaration defined in Article 16.4 of the Statutes, of each member of the Board of Directors and the Supervisory Board, oversight for which is ensured in accordance with the procedures of Article 3.1.2 of the General Regulation.

He attends meetings of the Board of Directors and of the Executive Board except in the case of closed proceedings requested by the majority of the Board of Directors on the Executive Board. He attends meetings of statutory and ad hoc Commissions. He may attend meetings of the Artistic Project Selection Committees and the Supervisory Board.

The Managing Director is authorised to chair the first meeting after the elections of the new members of the Board of Directors if the mandate of the Chairman and the Vice-Chairman is subject to renewal.

He presents his management report to the Ordinary General Assembly and attends all General Assemblies of the society. In the event of unavailability during a General Assembly, he is represented by the society’s Secretary General and, in his absence, by a member of the Chief executives Management Committee appointed by the Chairman of the Board of Directors.


22.3 – Suspension or termination of the corporate mandate

In the event of extended unavailability and in order to ensure the continuity of the society’s existence, the Board of Directors may arrange for his temporary replacement by delegation of all or part of his powers to the society’s General Secretary and in his absence to any associate of the Management Committee, for the duration of the unavailability.

The Managing Director may freely resign from office by informing the Chairman of the Board of Directors of his decision within a sufficiently reasonable period of time so that he may be replaced.

Should a situation of conflict of interest concerning the Managing Director be brought to the attention of the Board of Directors, the latter, after receiving the opinion of the Ethics Committee and after hearing the Managing Director’s explanations, will decide on the appropriate measure to put an end to it, which may go as far as dismissal under the conditions set out below.

On the proposal of the Chairman, the Executive Board or at least a quarter of the members of the Board of Directors, the Managing Director may also be dismissed for just cause.

The decision is made by a majority of the Board of Directors in a secret ballot, after the Managing Director has been invited within a reasonable period of time to appear before the Board to answer the reasons for dismissal.

The resigning or dismissed Managing Director shall be replaced by the Chairman of the Board of Directors until the appointment of a new Managing Director by the Board of Directors. This appointment must take place as soon as possible, and at the latest before the Annual General Assembly following the Managing Director’s departure. In the event that the Chairman of the Board of Directors does not accept this automatic appointment, the Board of Directors shall appoint a Managing Director from among its members or those of the society’s Management Committee.

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