CELEX: 51991PC0273(05)
Language: en
Date: 1992-03-05
Title: Proposal for a COUNCIL REGULATION ( EEC ) on the Statute for a European mutual society

No C 99 /40                              Official Journal of the European Communities                                        21.4 . 92
                        Proposal for a Council Regulation on the statute for a European mutual society
                                                                 (92/C 99 /05)
                                                     COM(91) 2 73final — SYN 390
                                         (Submitted by the Commission on 6 March 1992)
THE COUNCIL OF THE EUROPEAN COMMUNITIES,                                   2137/85 (4), does allow groupings to promote certain of
                                                                           their activities in common, while nevertheless preserv­
Having regard to the Treaty establishing the European                      ing their independence, but it does not meet the spe­
Economic Community, and in particular Article 100a                         cific requirements of mutual societies ;
thereof,
Having regard to the proposal from the Commission,                         Whereas respect for the principle of the pnmacy of the
                                                                           individual is reflected in the specific rules on member­
                                                                           ship, resignation and expulsion, where the one-man,
In cooperation with the European Parliament,                               one-vote rule is laid down and the right to vote is
                                                                           vested in the individual, with the implication that
Having regard to the opinion of the Economic and                           members cannot exercise any rights over the assets of
Social Committee,                                                          the society ;
Whereas the Commission adopted a communication to
the Council of 18 December 1989 ('); whereas the                           Whereas mutual societies are essentially groups of per­
Economic and Social Committee gave its opinion on                          sons operating in accordance with their own principles ,
that communication on 19 September 1990 (2);                               which are different from those applying to other busi­
                                                                           nesses ;
Whereas the completion of the internal market means
that there must be full freedom of establishment for all
activities which contribute to the objectives of the                       Whereas cross-border cooperation between mutual
Community, irrespective of the form taken by the body                      societies in the Community is currently hampered by
which carries them on ;                                                    legal and administrative difficulties which should be
                                                                           eliminated in a market without frontiers ;
 Whereas, therefore, the Community, which is con­
 cerned to respect equal terms of competition and to
 contribute to its economic development, should pro­                        Whereas the introduction of a European form of organ­
 vide mutual societies, which are a form of organization                   ization which would be available to mutual societies,
 generally recognized in most Member States, with ade­                     based on common principles but taking account of
 quate legal instruments capable of facilitating the                       their specific features, and in particular of the fact that
 development of their transnational activities ;                           they may operate in the general interest, should enable
                                                                           them to operate outside their own national borders in
 Whereas by the attainment of their objectives and the                      all or part of the territory of the Community ;
 form of their operations mutual societies play a full
 part in the life of the economy ;
                                                                            Whereas the essential aim of the legal rules governing
 Whereas the statute for a European company, as prov­                       the European mutual society implies that such a society
 ided for in Regulation (EEC) No .../... (3), is not an                     may be set up by legal entities from different Member
 instrument which is suited to the specific features of                     States, or by transformation of a national mutual
 mutual societies ;                                                         society into the new form, without first being wound
                                                                            up, so long as the mutual society has its registered off­
                                                                            ice and central administration in the Community and
 Whereas the European Economic Interest Grouping                            an establishment or subsidiary in a Member State other
 (EEIG), as provided for in Regulation ( EEC) No                            than that in which it has its central administration ; in
                                                                            this last case, the mutual society must engage in gen­
 (')  Businesses in the 'économie sociale' sector — Europe s                uine and effective cross-border activity ;
      frontier-free market : SEC(89) 2187 final, 18 . 12. 1989 .
 0    OJNoC 332, 31 . 12 . 1990, p. 81 .
 (3)  OJ No L . . .                                                         (4)  OJ No L 199, 31 . 7 . 1985 , p. 1 .
 ---pagebreak--- 21.4 . 92                                Official Journal of the European Communities                             No C 99 /41
Whereas European mutual societies should hold a for­                      guards equivalent throughout the Community (2),
mation fund ;                                                             as last amended by the Act of Accession of Spain
                                                                          and Portugal,
Whereas the rules on accounting are intended to ensure
more effective management and to forestall any possi­               — Council Directive 78 /660/ EEC of 25 July 1978
ble difficulty ;                                                          based on Article 54(3)(g) of the Treaty on the
                                                                          annual accounts of certain types of companies (3),
                                                                          as last amended by Directives 90/604/ EEC (4) and
Whereas this Regulation does not affect basic obliga­                     90/ 605/ EEC (5),
tory social security schemes managed in certain Mem­
ber States by mutual provident societies and the liberty            — Council Directive 83 / 349 / EEC of 13 June 1983
of Member States to decide whether or not and under
                                                                          based on Article 54(3)(g) of the Treaty on consoli­
what conditions to entrust the management of these                        dated accounts (6), as last amended by Directives
schemes to mutual societies ;
                                                                          90/604/ EEC and 90/605 / EEC ,
Whereas, on matters not covered by this Regulation,                 — Council Directive 84/253 / EEC of 10 April 1984
the provisions of the law of the Member States and of                     based on Article 54(3)(g) of the Treaty on the
Community law are applicable, for example with                            approval of persons responsible for carrying out
regard to :                                                               the statutory audits of accounting documents (7),
— rules on employee involvement in the decision­
                                                                    — Council Directive 89 /48 / EEC of 21          December
     making process ,
                                                                          1988 on a general system for the recognition of
— employment law,                                                         higher-education diplomas awarded on completion
                                                                          of professional education and training of at least
— taxation law,                                                           three years' duration (8),
— competition law ,                                                 — Council Directive 89 /666/ EEC of 21 December
— intellectual and industrial property law,                               1989 concerning disclosure requirements in respect
                                                                          of branches opened in a Member State by certain
— rules on insolvency and suspension of payments ;                        types of company governed by the law of another
                                                                          State (9) ;
Whereas the application of this Regulation must be
deferred so as to enable each Member State to incor­
porate into its national law the provisions of Council              Whereas the activities in the field of financial services
Directive .../... / EEC supplementing the Statute for               and notably as they concern establishments and insur­
a European mutual society with regard to the involve­               ance enterprises have been the subject of legislative
ment of employees (') and to put in place in advance                measures pursuant to the following Directives :
the necessary machinery for securing the formation and
operation of European mutual societies having their                 — Council Directive 86/ 635 / EEC of 8 December
registered office in its territory, so that the Regulation                1986 on the annual accounts and consolidated
and the Directive may be applied concomitantly ;                          accounts of banks and other financial institutions
                                                                          ( 10),
Whereas work on the approximation of national com­
pany law has made substantial progress so that refer­               — Council Directive 89 /646/ EEC of 15 December
ence may be made to certain dispositions made by the                       1989 on the coordination of laws* regulations and
Member State where the European mutual society has                        administrative provisions relating to the taking up
its registered office for the purpose of implementing                     and pursuit of the business of credit institutions
directives on companies , by analogy for the European                     and amending Directive 77/780/ EEC ( ll ),
mutual society in areas where the functioning of the
society does not require uniform Community rules,                   — Council Directive ../... / EEC of ... on the coor­
such dispositions being appropriate to the arrange­
ments governing the European mutual society :                             dination of laws, regulations and administrative
— Council Directive 68 / 151 / EEC of 9 March 1968
                                                                    (2)   OJ No L 65 , 14. 3 . 1968 , p. 8 .
     on coordination of safeguards which, for the pro­              0     OJ No L 222, 14. 8 . 1978 , p. 11 .
     tection of the interests of members and others, are            (4)   OJ No L 317 , 16 . 11 . 1990, p. 57 .
     required by Member States of companies within                  O     OJ No L 317 , 16 . 11 . 1990, p . 60 .
                                                                    (6)   OJ No L 193 , 18 . 7 . 1983 , p. 1 .
     the meaning of the second paragraph of Article 58              (7)   OJ No L 126, 12 . 5 . 1984, p. 20 .
     of the Treaty, with a view to making such safe­                (»)   OJ No L 19,24. 1 . 1989, p. 16.
                                                                    (9)   OJNoL395 , 30. 12 . 1989, p. 36 .
                                                                    ( I0) OJ No L 372, 31 . 12 . 1986, p. 1 .
(')  See page 57 of this Official Journal — Proposal.               (»)   OJ No L 386, 30. 12 . 1989, p. 1 .
 ---pagebreak--- No C 99 /42                            Official Journal of the European Communities                                21.4. 92
    provisions relating to direct insurance other than            Whereas this form of organization should be optional,
    life insurance and amending Directives 73 /239/
     EEC and 88/357/ EEC 0 ;                                      HAS ADOPTED THIS REGULATION :
                                                          TITLE    I
                                                 GENERAL PROVISIONS
                       CHAPTER I                                                           Article 2
      FORMATION OF THE EUROPEAN MUTUAL                                                   (Formation)
                          SOCIETY
                                                                  1.   An ME may be formed by :
                           Article 1
                                                                  (a) either any two or more of the legal entities which
          (Form of the European mutual society)                        are listed in Annex I which are formed under the
                                                                       law of a Member State provided that at least two of
                                                                       them have their registered office and central
1 . Mutual societies may be formed throughout the                      administration in different Member States ; in this
Community in the form of a European mutual society                     case, the ME will be able to exercise all activities
(ME) on the conditions and in the manner set out in                    appropriate to a mutual society of the type of those
this Regulation. The name of an ME shall specify the                   mentioned in Article 1 ( 1 );
nature of the activity engaged in, whether concerned
with providence, insurance, health assistance, credit, or         (b) or any two or more of the legal entities which are
otherwise .                                                            listed in Annex 2 and which are formed under the
                                                                       law of a Member State provided that at least two of
2.   An ME :
                                                                       them have their registered office and central
                                                                       administration in different Member States ; in this
— shall guarantee its members, in return for a sub­                    case, in conformity with Article 1 (5), the ME will
     scription, full settlement of contractual undertak­               not be able to be formed and carry out its activities
     ings entered into in the course of the activities                 except to the extent allowed by Member States to
     authorized by its statutes ; and                                  the founding entities .
— shall not remunerate its managers or administra­
     tors, unless otherwise provided in its statutes .            2.   A mutual society which has been formed in accord­
                                                                  ance with the law of a Member State and has its regis­
                                                                  tered office and central administration in the Com­
3 . An ME shall operate with a formation fund and                 munity may form an ME by converting into ME form
reserves which shall serve exclusively to cover its debts .       if it has an establishment or subsidiary in a Member
                                                                  State other than that of its central administration, and
4. An ME shall have legal personality. It shall acquire           can demonstrate that it is carrying on genuine and
                                                                  effective cross-border activities .
it on the day of its registration in the Member State in
which it has its registered office,   in the register desig­
nated by that State in accordance with Article 8 (3 ).
                                                                  Such conversion shall not result in the society being
                                                                  wound up or in the creation of a new legal person .
5 . This Regulation does not prejudice the competence
of each Member State to regulate access on its territory
to the management of basic obligatory social security             The administrative or management board of such a
schemes as well as the operations of provident or                 society shall draw up a proposal for conversion cover­
assistance organizations the services of which will vary          ing the legal and economic aspects of the conversion .
according to available resources and in which the con­
tributions of members is determined by contract, as               The conversion to ME form and the ME's statutes shall
well as the carrying out of the activities and operations.
                                                                  be approved by the general meeting of members in
                                                                  accordance with the requirements laid down for
(')  CQM(90) 348 final — SYN 291 .                                amendment of its statutes by Article 22.
 ---pagebreak--- 21.4. 92                              Official Journal of the European Communities                                No C 99/43
                          Article 3                                                          Article 5
                 (The statutes of the ME)                                              (Registered office)
 1.  The statutes of the ME must include :
                                                                 The registered office of an ME shall be situated at the
                                                                 place specified in its statutes, which must be within the
— the name of the ME, specifying the nature of the               Community. It must be the same as the place where the
                                                                 ME has its central administration .
     activity engaged in, and preceded or followed by
     the abbreviation ' ME ',
— a precise statement of the objects of the ME,                                              Article 6
— the name, objects and registered offices of the                                 (Transfer of registered office)
     founder members, where these are legal entities ;
                                                                  1 . The registered office of an ME may be transferred
— the address of the ME's registered office ;                    within the Community. Such transfer shall not result in
— the conditions and procedures for the admission,               the ME being wound up or in the creation of a new
     expulsion and resignation of members,                       legal person.
— the rights and obligations of members and of the               2. Where the transfer of the registered office results in
     ME,                                                         a change of the law applicable pursuant to Article 7(1 )
— the subscriptions payable by natural or legal per­             (b), a transfer proposal shall be published in accord­
                                                                 ance with Article 9 .
     sons, and, where appropriate, provisions as to
     arrears ,
                                                                 No decision to transfer may be taken for two months
— the management structure ,                                     after publication of the proposal . Any such decision
                                                                 must be taken under the conditions laid down for the
— the powers and responsibilities of each of the gov­            amendment of the statutes . The transfer of the regis­
     erning bodies of the ME,                                    tered office of the ME and the resulting amendment to
— provisions governing the appointment and removal               its statutes shall take effect from the date of registration
     of the members of the governing bodies,                     of the ME, in accordance with Article 8 (3), in the regis­
                                                                 ter for the new registered office.     That registration may
— the majority and quorum requirements,                          not be effected until evidence has been produced that
                                                                 the proposed transfer of the registered office has been
— a definition of the governing bodies, or members of            published.
     those bodies, having authority to represent the ME
     in dealings with third parties,
                                                                 3 . The removal of the ME from the register for its pre­
— the conditions for the initiation of proceedings on            vious registered office may not be effected until evi­
     behalf of the ME under Article 42,                          dence has been produced that the ME has been regis­
                                                                 tered in the register for its new registered office .
— the grounds for winding up .
                                                                 4. The fact of the new registration and the fact of the
2. For the purposes of this Regulation the 'statutes' of         removal of the old registration shall both be published
the ME comprise both the instrument of incorporation             in the Member States concerned in accordance with
and, where they are set out in a separate document, the          Article 9 .
ME's statutes properly so-called .
                                                                 5 . The new registration of the registered office of the
3 . For the purposes of this Regulation a 'member' of            ME may be relied on as against third parties from pub­
any ME means any legal person who took part in the               lication . However, until the removal of the ME from
foundation of the ME or who acquired membership                  the register for its previous registered office has been
later.                                                           published third parties may continue to rely on the old
                                                                 registered office unless the ME proves that such third
                                                                 parties were aware of the new registered office.
                          Article 4
                                                                                             Article 7
                     ( Formation fund)
                                                                                        (Applicable law)
 1.  The formation fund shall be not less than ecu
 100 000 or the equivalent in national currency.                 1.   An ME shall be governed :
                                                                 (a) — by the provisions of this Regulation,
2. Where the law of a Member State requires a higher
amount in the case of mutual societies engaged in cer­                — where expressly authorized by this Regulation,
tain types of activity, the same requirement shall apply                   by the provisions freely determined by the par­
to MEs which have their registered office in that State .                  ties in the statutes of the ME ;
 ---pagebreak--- No C 99/44                              Official Journal of the European Communities                                   21.4. 92
     failing this :                                                ing the ME's statutes. No ME may be registered until
                                                                   the measures required by Directive .../... / EEC [sup­
(b) — by the provisions of the law of the Member                   plementing the statute for a European mutual society
          State in which the ME has its registered office          with regard to the involvement of employees] have
          governing domestic mutual societies engaging             been adopted .
          in comparable activities,
     — by the provisions freely determined by the par­             4. Member States shall take the measures required to
          ties in the statutes of the ME, in accordance            ensure that the following documents and particulars
          with the same conditions as for mutual socie­            are disclosed as provided for in paragraph 3 :
          ties engaging in comparable activities and gov­
          erned by the law of the Member State in which            (a) the statutes of the ME, any amendments to them,
          the ME has its registered office .                            and the complete text of the statutes in its up-to­
                                                                        date form ;
2. Where a State comprises several territorial units,              (b) the opening or closing of any establishment ;
each of which has its own rules of law applicable to the           (c) the appointment, termination of office and particu­
matters referred to in paragraph 1 , each territorial unit              lars of the persons who either as a body constituted
shall be considered a State for the purposes of identify­               pursuant to law or as members of any such body :
ing the law applicable under point (b) of paragraph 1 .
                                                                        — are authorized to represent the ME in dealings
                                                                             with third parties and in legal proceedings,
3 . In each Member State and subject to the express
provisions of this Regulation, an ME shall have the                     — take part in the administration, supervision or
same rights, powers and obligations as a mutual society                      control of the ME ;
formed under the law of the State in which the ME has
its registered office .                                            (d) at least once a year, the amount of the formation
                                                                        fund, unless any increase in the formation fund
                                                                        requires an amendment to the rules ;
4.   The following shall apply to an ME :
                                                                   (e) the balance sheet and the profit and loss account
— the provisions of Community law and national law                      for each financial year ; the document containing
      adopted in conformity with them,                                  the balance sheet shall give particulars of the per­
                                                                        sons who are required by law to certify it ;
     and
                                                                   (f) any proposal to transfer the registered office as
— in the absence of community legislation, national                     referred to in Article 6 (2);
      provisions regulating access or the exercise of cer­
     tain activities such as credit or insurance .                 (g) the winding-up and liquidation of the ME and the
                                                                        decision to continue the ME's activities taken
                                                                        under Article 49 ;
                           Article 8                               (h) any declaration of nullity of the ME by a court ;
        (Registration and disclosure requirements)                 (i) the appointment of liquidators, particulars of such
                                                                        liquidators, and their respective powers, the termi­
                                                                        nation of their office ;
 1 . The founder members shall draw up the statutes of
the ME in accordance with the provisions for the for­              0) the conclusion of the liquidation of the ME and
mation of mutual societies laid down by the law of the                  the removal of the ME from the register.
State in which the ME has its registered office . The sta­
tutes must at least be in writing and signed by the foun­          5.   If, prior to its acquisition of legal personality, steps
der members .                                                      have been taken in the name of an ME, and the ME
                                                                   does not assume the obligations arising from those
                                                                   steps, the persons who took them shall be jointly and
2. In those Member States whose legislation does not
                                                                   severally liable therefor, unless otherwise agreed .
provide for any precautionary supervision, whether
administrative or judicial, at the time of formation , the
statutes shall be adopted by notarial act. The supervi­
sory authority shall seek to ensure that this act complies                                    Article 9
with the requirements for the formation of an ME, and
in particular those set out in Articles 1 , 2, 3 and 5 .              (Publication of documents and particulars relating to
                                                                                   the ME in the Member States)
3 . Member States shall designate the register in which
MEs must be registered and shall determine the rules               1.   Member States shall ensure that the documents and
governing it. They shall lay down the procedures for fil­          particulars referred to in Article 8 (4) are disclosed in
 ---pagebreak--- 21.4. 92                                Official Journal of the European Communities                                 No C 99 /45
the appropriate official gazette in the Member State m             forwarded to the Office for Official Publications of the
which the ME has its registered office,     and shall deter­       European Communities within one month of the date
mine by which persons the disclosure formalities are to            of the publication in the official gazette of the Member
be carried out. Disclosure shall be effected by publica­           State in which the ME has its registered office pursuant
tion either of an extract or of a reference to the entry in        to Article 9(1 ).
the register.
                                                                   Where the registered office of the ME is transferred in
                                                                   accordance with Article 6 (2) a notice shall be pub­
Member States shall also ensure that anyone may con­               lished containing the information provided for in the
sult the documents referred to in Article 8 (4) in the             first paragraph, together with that relating to the new
register referred to in Article 8 (3 ), and may obtain a           registration .
copy of the whole or any part, by post if requested.
                                                                                             Article 11
Member States shall take the necessary measures to
avoid any discrepancy between what is disclosed by                      (Particulars to be stated in the ME's documents)
publication and what appears in the register. However,
in cases of discrepancy, the text published may not be             Letters and documents sent to third parties shall state
relied on as against third parties ; the latter may never­         legibly :
theless rely thereon, unless the ME proves that they               (a) the name of the ME, preceded or followed by the
had knowledge of the text entered in the register.                      abbreviation ' ME ';
                                                                   (b) the place of the register in which the ME is regis­
Member States may require payment of a fee for the                      tered in accordance with Article 8 (3), and the num­
services referred to in the preceding subparagraphs, but                ber of the ME's entry in that register ;
the fee may not exceed the administrative cost.                    (c) the address of the ME's registered office ;
                                                                   (d) the fact that the ME is in liquidation or under the
2.   The national rules adopted pursuant to Directive                   administration of the courts if that is so .
89/666/ EEC shall apply to branches of a ME opened
in a Member State other than that in which it has its
registered office.                                                                         CHAPTER II
                                                                                       GENERAL MEETING
3 . Documents and particulars may be relied on by the
ME as against third parties only after they have been                                        Article 12
disclosed in accordance with paragraph 1 , unless the
ME proves that the third party had knowledge thereof.                                     (Competence)
However, they may not be relied on in respect of trans­
actions which take place before the 16th day after pub­            The general meeting shall decide on :
lication as against third parties who prove that they
could not have had knowledge thereof.                              (a) matters for which it has sole responsibility under
                                                                        this Regulation ;
                                                                   (b) matters for which the management board, supervi­
4. Third parties may rely on any documents and parti­                   sory board or administrative board do not have
culars in respect of which the disclosure formalities
                                                                        sole responsibility as a result of:
have not yet been completed, save where non-disclo­
sure causes them not to have effect .                                   — this Regulation,
                                                                        — Directive . . . [supplementing the Statute for a
                                                                             European mutual society with regard to the
                          Article 10
                                                                             involvement of employees],
                                                                        — the law of the State where the ME has its regis­
                                                                             tered office,
               (Notice in the Official Journal)
                                                                        — the statutes of the ME .
Member States shall ensure that a notice stating that an
ME has been registered or that the liquidation of an                                         Article 13
ME has been concluded is published for information
purposes in the Official Journal of the European Com­                             (Holding of general meeting)
munities, stating the number, date and place of registra­
tion of the ME, the date and place of publication and              1 . A general meeting shall be held at least once a
the title of the publication, the address of the ME and a          year, not later than six months after the end of the
summary of its objects, and that these particulars are             ME's financial year.
 ---pagebreak--- No C 99/46                             Official Journal of the European Communities                                21.4. 92
2. General meetings may be convened at any time by                — by a notice published in one or more newspapers
the management board or the administrative board.                      with a large circulation in the Member States,
The management board is bound to convene the gen­
eral meeting at the request of the supervisory board.             — or by a notice in writing sent to every member of
                                                                       the ME by any available means.
3 . The agenda for the general meeting held after the             2 . The notice calling the general meeting shall contain
end of the financial year shall include at least the              the following particulars, at least :
approval of the annual accounts and of the appropria­
tion of the profit or treatment of the loss and the               — the name and the registered office of the ME,
approval of the annual report referred to in Article 46           — the place and date of the meeting,
of Directive 78/660/ EEC, to be submitted by the man­
agement or administrative board .                                 — the type of general meeting (ordinary, extraordi­
                                                                       nary or special),
4. The statutes of an ME with a management board                  — a statement of the formalities, if any, prescribed by
and a supervisory board may provide that a decision on                 the rules for attendance at the general meeting and
approval of the annual accounts is to be taken jointly                 for the exercise of the right to vote,
by the two boards, in separate votes, and that the gen­           — the agenda, showing the subjects to be discussed
eral meeting is to pass a resolution only if the boards                and the proposals for resolutions .
are unable to reach agreement.
                                                                  3 . The period between the date of publication of the
                                                                  notice or the date of dispatch of the communication
                          Article 14                              referred to in paragraph 1 and the date of the opening
                                                                  of the general meeting shall be not less than 30 days .
        ( Meeting called by a minority of members)
                                                                                            Article 16
 1.  Not less than 25% of the members of the ME,
                                                                               (Addition of items to the agenda)
which proportion may be reduced by the statutes, may
request that the general meeting be convened and its
agenda set.                                                       Not less than 25 % of the members of the ME, which
                                                                  proportion may be reduced by the statutes, may, within
                                                                  ten days of receipt of the notice convening a general
2 . The request for a meeting shall give the reasons for          meeting, request the addition of one or more items to
convening it and the items to be included on the                  the agenda.
agenda.
                                                                                            Article 17
3 . If, following a request made under paragraph 1 , the
necessary steps have not been taken within one month,                              (Attendance and proxies)
the court or competent authority within the State where
the ME's registered office is situated may order the              1 . Only members shall be entitled to speak and vote
convening of a general meeting or authorize either the            at the general meeting.
members who have requested it or their representative
to convene the meeting.                                           2. Persons entitled to vote shall be entitled to appoint
                                                                  a proxy to represent them at the general meeting in
                                                                  accordance with procedures to be laid down in the sta­
4. A general meeting may during a meeting decide                  tutes .
that a further meeting be convened and set the date and
the agenda.
                                                                  3 . The statutes may permit postal voting, in which
                                                                  case they shall lay down the necessary procedures .
                          Article 15
                                                                                            Article 18
                     (Notice of meeting)
                                                                                      (Sectional meetings)
 1.  The general meeting shall be convened :                      Where the ME has several establishments, or where its
                                                                  activities span more than one territorial unit, the sta­
— by a notice published in the national gazette                   tutes may provide for the holding of sectional meetings
     appointed by the Member State in which the ME                to consider the same agenda separately before the gen­
     has its registered office in accordance with Article 3       eral meeting is held. These meetings shall elect dele­
     (4) of Directive 68/ 1 5 1 / EEC,                            gates, who shall in their turn be convened as the gen­
 ---pagebreak--- 21.4. 92                                Official Journal of the European Communities                               No C 99/47
eral meeting. The statutes shall lay down the division             — an action for such a declaration may be brought by
into sections, the number of delegates for each section,                 any member provided he can show that he has an
and the procedures to be followed.                                       interest in having the infringed provision observed,
                                                                   — the action for such a declaration shall be brought
                          Article 19                                    within three months, before the court within whose
                                                                        jurisdiction the ME has its registered office     the ;
                   (Right to information)                               procedure in the action shall be governed by the
                                                                        law of the State in which the ME has its registered
All members of the ME shall have an equal right of                      office,
access to information both before and at general meet­             — having heard the ME, the court may suspend appli­
ings.                                                                   cation of the contested resolution ; it may also
                                                                        require the applicant to lodge security for the dam­
This information shall be made available to members                     age which may result from the suspension of appli­
at the ME's registered office at least one month before                 cation of the resolution, if the application is ulti­
the holding of the meeting.                                             mately dismissed as inadmissible or unfounded ;
                                                                        judgments declaring a resolution void or ordering
In particular, before the general meeting that follows                  that its application be suspended shall be effective
the end of the financial year, members may examine                       erga omnes, without prejudice to claims on the ME
any accounting documents that must be drawn up in                       acquired in good faith by third parties.
accordance with the national measures adopted pur­
suant to Directives 78 /660/ EEC and 83 /349/ EEC .
                                                                                             Article 24
                          Article 20                                            (Disclosure of decisions of a court)
                        (Voting rights)                            Decisions of a court declaring a resolution of the gen­
                                                                   eral meeting void or non-existent shall be the subject of
Each member of the ME shall have one vote.                         disclosure in accordance with Article 9 .
                          Article 21                                                      CHAPTER III
                     ( Normal majority)                                       MANAGEMENT, SUPERVISORY AND
                                                                                    ADMINISTRATIVE BODIES
Except where this Regulation or the statutes lay down
majority requirements, decisions of the general meeting                                      Article 25
shall be taken by a majority of the votes of the mem­
bers present or represented.                                                                (Structure)
                                                                   Under the conditions laid down by this Regulation the
                          Article 22                               statutes of the ME shall organize the structure of the
                                                                   ME either according to a two-tier system (management
                     (Special majority)                            board and supervisory board) or according to a one-tier
                                                                   system (administrative board); a Member State may,
The general meeting shall have sole power to amend                 however, require that MEs having their registered office
the statutes of the ME ; any such resolution shall be              in its territory adopt either the two-tier or the one-tier
passed by a majority of two-thirds of the votes of the             system as it shall determine.
members present or represented.
                                                                                            Section I
A Member State may provide that the management or
administrative board is to amend the statutes where it is
ordered to do so by a court or administrative authority                                   Two-tier system
whose authorization is required for amendments to the
statutes .                                                                                 Subsection 1
                                                                                         Management board
                          Article 23
                                                                                             Article 26
(Actions to have resolutions of general meeting declared
                            void)                                   (Functions of the management board ; appointment of
                                                                                             members)
Resolutions of the general meeting may be declared
void on the grounds that they infringe this Regulation             1 . The management board shall manage the ME. The
or the statutes of the ME in the following manner :                member or members of the management board shall
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have the power to represent the ME in dealings with                 appointed in the statutes. This provision shall apply
third parties and in legal proceedings in accordance                without prejudice to national law permitting a minority
with the measures adopted pursuant to Directive 68 /                of shareholders to appoint some of the members of a
 151 / EEC by the Member State in which the ME has its              board .
registered office .
                                                                    3.   The number of members of the supervisory board
2 . The member or members of the management board                   shall be laid down in the statutes . A Member State
shall be appointed and removed by the supervisory                   may, however, stipulate the number of members of the
board .                                                             supervisory board for MEs registered in its territory.
3 . No person may at the same time be a member of
the management board and of the supervisory board.                                           Article 29
However, the supervisory board may nominate one of                                    ( Right to information)
its members to exercise the function of member of the
management board in the event of a vacancy. During                  1 . The management board shall report to the supervi­
such a period the function of the person concerned as               sory board at least once every three months on the state
member of the supervisory board shall be suspended.                 and foreseeable prospects of the ME's affairs, taking
                                                                    particular account of any information relating to
4.    The number of members of the management board                 undertakings controlled by the ME that may signifi­
shall be laid down in the statutes of the ME.                       cantly affect those affairs .
                                                                    2 . The management board shall communicate to the
                           Article 27                               supervisory board without delay any information which
                                                                    may have an appreciable effect on the ME.
          (Chairmanship, convening of meetings)
                                                                    3 . The supervisory board may at any time require the
 1 . The statutes may provide that the management                   management board to provide information or a special
board is to elect a chairman from among its members.                report on any matter concerning the ME.
2.    Meetings of the management board shall be con­                4. The supervisory board may undertake all investiga­
vened in accordance with the statutes of the ME or the              tions necessary for the performance of its duties . It may
rules of procedure of the board. In any event any mem­              appoint one or more of its members to carry out this
ber of the board may convene a meeting where urgency                task and may call in the help of experts.
requires, stating his reasons.
                                                                    5 . Each member of the supervisory board shall be
                                                                    entitled to examine all information communicated by
                         Subsection 2
                                                                    the management board to the supervisory board .
                        Supervisory board
                                                                                              Article 30
                           Article 28
                                                                               (Chairmanship, calling of meetings)
    (Functions of the supervisory board ; appointment of
                           members)
                                                                     1 . The supervisory board shall elect a chairman from
                                                                    among its members .
 1 . The supervisory board shall supervise the duties
performed by the management board. It may not itself
exercise the power to manage the ME. The supervisory                2 . The chairman shall convene a meeting of the
board may not represent the ME in dealings with third               supervisory board under the conditions laid down in
parties . It shall represent the ME in dealings with mem­           the statutes, on his own initiative, or at the request of at
bers of the management board, or one of them, in res­               least one third of the members of the supervisory
pect of litigation or the conclusion of contracts .                 board, or at the request of the management board . The
                                                                    request must indicate the reasons for calling the meet­
                                                                    ing. If no action has been taken in respect of such a
2 . The members of the supervisory board shall be                   request within fifteen days the meeting of the supervi­
appointed and removed by the general meeting. How­                  sory board may be called by those who made the
ever, the members of the first supervisory board may be             request.
 ---pagebreak--- 21.4 . 92                              Official Journal of the European Communities                             No C 99 /49
                        Section II                                2.   The chairman shall convene a meeting of the
                                                                  administrative board under the conditions laid down in
                                                                  the statutes, either on his own initiative or at the
                    The one-tier system
                                                                  request of at least one-third of the members . The
                                                                  request must indicate the reasons for calling the meet­
                            Article 31
                                                                  ing. If the request is not satisfied within fifteen days,
                                                                  the meeting of the administrative board may be called
( Functions of the administrative board ; appointment of          by those who made the request.
                          members)
1.   The administrative board shall manage the ME .                                       Section III
The member or members of the administrative board
shall have the power to represent the ME in dealings                Rules common to the one-tier and two-tier board systems
with third parties and in legal proceedings in accord­
ance with the measures adopted pursuant to Directive                                        Article 34
68/ 151 / EEC by the Member State in which the ME
has its registered office .                                                             (Term of office)
2.   The administrative board shall have at least three            1 . Members of the governing bodies shall be
members within limits fixed by the statutes .                     appointed for a period laid down in the statutes not
                                                                  exceeding six years.
3 . The administrative board may delegate to one or
more of its members the power of management. It may               2. Board members may be reappointed one or more
also delegate certain management responsibilities to              times for the period laid down in accordance with para­
one or more persons not members of the board ; such               graph 1 .
management responsibilities may be revoked at any
time. The statutes, or if the statutes are silent the gen­
                                                                                            Article 35
eral meeting, shall lay down the conditions within
which such delegation shall operate .
                                                                                 (Conditions of membership)
4.   The member or members of the administrative
                                                                   1 . A mutual society which is a member of a board
board shall be appointed and removed by the general               shall designate a natural person as its representative to
meeting.                                                          exercise its functions on the board in question . The
                                                                  representative shall be subject to the same conditions
                                                                  and obligations as if he were personally a member of
                            Article 32                            the board .
      ( Holding of meetings and right to information)
                                                                  2 . No person may be a member of a management,
                                                                  supervisory or administrative board nor a representa­
 1 . The management board shall meet at least once                tive of a member within the meaning of paragraph 1 ,
every three months, at intervals laid down by the sta­            nor have conferred on him powers of management or
tutes to discuss the progress and foreseeable prospects           representation, who :
of the ME's affairs, taking particular account of any
information relating to undertakings controlled by the            — under the law applicable to him, or
ME that may significantly affect the progress of the              — under the law of the State in which the ME has its
ME .
                                                                       registered office, or
2.   The administrative board shall meet to deliberate            — as a result of a judicial or administrative decision
on the operations referred to in Article 38 .                           delivered or recognized in a Member State,
3.   Each member of the administrative board shall be
                                                                  is disqualified from serving on the management, super­
                                                                  visory or administrative board of any legal person .
entitled to examine all reports, documents and infor­
mation supplied to the board concerning the matters
referred to in paragraph 1 .                                                                 Article 36
                                                                                      (Rules of procedure)
                            Article 33
                                                                   Each governing body may draw up rules of procedure
            (Chairmanship , calling of meetings)                  under the conditions laid down by the statutes of the
                                                                   ME. Any member of the ME or competent authority
 1.  The administrative board shall elect a chairman               may consult those rules of procedure at the registered
from among its members .                                           office of the ME .
 ---pagebreak--- No C 99/ 50                             Official Journal of the European Communities                                  21.4. 92
                             Article 37                                 activities of the ME, or terminating such coopera­
                                                                        tion ;
        (Power of representation ; liability of the ME)            (e) raising loans in respect of operations in excess of
                                                                        the ceiling laid down in the statutes, issuing securi­
1.     Where the authority to represent the ME in deal­                 ties and assuming or guaranteeing liabilities of a
                                                                        third party.
ings with third parties, in accordance with Articles 26
( 1 ) and 31 ( 1 ), is conferred on two or more members of
governing bodies, those persons shall exercise that                2 . The statutes of the ME may provide that paragraph
authority collectively .                                           1 shall also apply to other operations.
2 . However, the statutes of the ME may provide that               3 . A Member State may determine the categories of
the ME shall be validly bound either by each of the                operation referred to in paragraph 1 for MEs registered
members acting individually or by two or more of them              in its territory under the same conditions as those
acting jointly. Such a clause may be relied upon against           applying to mutual societies governed by the law of
                                                                   that State.
third parties where it has been disclosed in accordance
with Article 9 .
                                                                   4. A Member State may provide that the supervisory
                                                                   or administrative board of MEs registered in its terri­
3 . Acts performed by members of the governing bod­                tory may itself make certain categories of operation
ies of the ME shall bind the ME vis-a-vis third parties,           subject to authorization or deliberation under the same
even where the acts in question are not in accordance              conditions as those applying to mutual societies gov­
with the objects of the ME, providing they do not                  erned by the law of that State.
exceed the powers conferred on them by law or which
the law allows to be conferred on them .
                                                                                             Article 39
However, Member States may provide that the ME
shall not be bound where such acts are outside the                                   (Rights and obligations)
objects of the ME if it proves that the third party knew
that the act was outside those objects or could not in             1 . Within the scope of the functions attributed to
view of the circumstances have been unaware of it ; dis­
closure of the statutes shall not of itself be sufficient
                                                                   them by this Regulation, each of the members of a
                                                                   board shall have the same rights and obligations as the
proof thereof.                                                     other members of the board of which he is a member.
4. The appointment, termination of office and parti­               2 . All board members shall carry out their functions
culars of the persons who may represent an ME must                 in the interests of the ME, having regard in particular
be disclosed in accordance with Article 9 . The informa­           to the interests of the members and the employees .
tion disclosed must state whether these persons are
authorized to bind the ME individually or whether they
must act jointly.                                                  3 . All board members shall exercise a proper discre­
                                                                   tion, even after they have ceased to hold office,   in res­
                                                                   pect of information of a confidential nature concerning
                                                                   the ME .
                             Article 38
             (Operations requiring authorization)                                            Article 40
                                                                                 (Conduct of business on boards)
 1 . The following operations shall require the authori­
zation of the supervisory board or the deliberation of              1 . Boards of the ME shall conduct business under the
the administrative board :
                                                                   conditions and in the manner set out in the statutes of
                                                                   the ME .
(a) closing or transferring a large establishment or a
       substantial part of such an establishment ;
                                                                   Where these statutes are silent, a board shall not con­
(b) substantially reducing, extending or altering the              duct business validly unless at least half of its members
       activities of the ME ;                                      are present at the discussions. Decisions shall be taken
                                                                   by majority of the votes of the members present or
(c) making substantial organizational changes within               represented.
       the ME ;
(d) establishing cooperation with other legal entities             2.   The chairman of each board shall have a casting
       which is both long-term and of importance to the            vote in the event of a tie.
 ---pagebreak--- 21.4. 92                                  Official Journal of the European Communities                              No C 99/51
                           Article 41                                annual report accompanying them and their auditing
                                                                     and disclosure, the ME shall be subject to the measures
                        (Civil liability)                            adopted in the State in which it has its registered office
                                                                     under Directives 78 /660/ EEC and 83 /349/ EEC .
 1 . Members of the management, supervisory or
administrative board shall be liable for loss or damage
sustained by the ME as a result of breach of the obliga­             2. The ME may draw up its annual accounts, and its
tions attached to their functions .                                  consolidated accounts if any, in ecus. In this event, the
                                                                     bases of conversion used to express in ecus those items
2 . Where the board concerned is composed of more                    included in the accounts which are or were originally
than one member, all the members shall be jointly and                expressed in another currency must be disclosed in the
severally liable for loss or damage sustained by the                 notes to the accounts .
ME ; however, a member may be relieved of liability if
he can prove that he is not in breach of the obligations
attached to his functions .
                                                                                               Article 46
                           Article 42
                                                                                              (Auditing)
             (Proceedings on behalf of the ME)
 1 . The general meeting, by a majority of the votes of              The annual accounts of the ME, and its consolidated
the members present or represented, shall take the deci­             accounts if any, shall be audited by one or more per­
sion to initiate proceedings , in the name and on behalf             sons authorized to do so in the Member State in which
of the ME, to establish liability pursuant to Article 40             the ME has its registered office in accordance with the
( 1 ).                                                               measures adopted in that State pursuant to Directives
                                                                     84/253 / EEC and 89/48/EEC. Those persons shall also
The general meeting shall appoint a special representa­              verify that the annual report is consistent with the
tive to conduct the action .                                         annual accounts, and the consolidated accounts if any,
                                                                     for the same financial year.
2. Not less than one-fifth of the members may like­
wise decide to initiate proceedings to establish liability
in the name and on behalf of the ME. They shall
                                                                                               Article 47
appoint a special representative to conduct the action .
                           Article 43
                                                                                       (Disclosure of accounts)
                   (Limitation of actions)
                                                                     The annual accounts, the consolidated accounts if any,
                                                                     duly approved, and the annual report and audit report
No proceedings on the ME's behalf to establish liabil­               shall be disclosed in accordance with the measures
ity may be initiated more than five years after the act              adopted by the Member State in which the ME has its
giving rise to loss or damage.                                       registered office pursuant to Article 3 of Directive 68/
                                                                     151 / EEC .
                        CHAPTER IV
          FINANCING, ANNUAL ACCOUNTS AND                                                       Article 48
                CONSOLIDATED ACCOUNTS
                           Article 44                                      (Credit or financial institutions and insurance
                                                                                            undertakings)
                         ( Financing)
An ME may make use of all forms of financing in the                  MEs which are credit or financial institutions or insur­
State in which it has its registered office under the same           ance undertakings shall comply, as regards the draw­
conditions as those applying to the legal entities which             ing-up, auditing and disclosure of annual accounts and
founded it .                                                         consolidated accounts, with the rules laid down by the
                                                                     measures adopted in the Member State in which the
                                                                     ME has its registered office pursuant to Directive 86/
                           Article 45                                636/ EEC or, as the case may be, pursuant to Council
                                                                     Directive .../... / EEC of . . . [on the annual accounts
      (Preparation of annual accounts and consolidated               and consolidated accounts of insurance undertakings]
                           accounts)                                 (')•
1 . For the purposes of drawing up its annual accounts
and its consolidated accounts if any, including the                  (')  OJNoL ...
 ---pagebreak--- No C 99 / 52                          Official Journal of the European Communities                                    2.4. 92
                       CHAPTER V                                 in the Member State in which the ME has its registered
                                                                 office, or in breach of Articles 1 , 2 ( 1 ) or 4.
             WINDING UP AND LIQUIDATION
                                                                 The court may grant the ME a period of time to rectify
                                                                 the situation . If it fails to do so within the time allowed
                         Section I
                                                                 the court shall order it to be wound up.
                         Winding up
                                                                                            Section II
                          Article 49
                                                                                             Liquidation
             (Winding up by the general meeting)                                              Article 51
1 . An ME may be wound up by a decision of the gen­                                        ( Liquidation)
eral meeting ordering its winding up, taken in accord­
ance with the rules laid down in the first paragraph of           1.   The winding up of an ME shall entail its liquida­
Article 22 .                                                     tion .
                                                                 2. The liquidation of an ME and the conclusion of its
However, the general meeting may decide in accord­               liquidation shall be governed by the law of the State in
ance with the same rules, to annul the decision to wind          which it has its registered office .
up, as long as there has been no distribution on the
basis of the liquidation .                                       3 . An ME in liquidation shall continue to have legal
                                                                 personality until the conclusion of the liquidation .
2. The management or administrative board must
convene a general meeting to take a decision on the              4. Following the liquidation, the books and records
winding up of the ME :                                           relating to the liquidation shall be lodged at the register
                                                                 referred to in Article 8 (3). Any interested party may
— where the period fixed in the statutes has expired,            examine such books and records .
— where the subscribed formation fund has been
     reduced below the minimum laid down in the sta­                                          Article 52
     tutes ,
                                                                                          ( Distribution)
— where the disclosure of accounts has not taken
     place in the ME's last three financial years,               After the creditors have been paid in full, and anything
— where the number of members is below the mini­                 due to beneficiaries designated in the rules has been
     mum required by this Regulation or by the ME 's             distributed, the assets of the ME shall, except where
     statutes ,                                                  otherwise stated in the statutes, be distributed by deci­
                                                                 sion of the general meeting either to other MEs or
— on any grounds laid down either in the law govern­             mutual societies governed by the law of a Member
     ing the legal entities which founded the ME, in the         State or to one or more bodies having as their object
     State in which the ME has its registered office,    or      the support and promotion of mutual societies .
     in the statutes .
                                                                                          CHAPTER VI
The general meeting shall decide :
— either to wind up the ME in accordance with                        INSOLVENCY AND SUSPENSION OF PAYMENTS
     Article 21 ,
                                                                                              Article 53
— or, in accordance with the first paragraph of Article
     22 , that the ME shall continue its activities .                     ( Insolvency and suspension of payments)
                                                                  1 . The ME shall be subject to the law of the State in
                          Article 50                             which it has its registered office in respect of insol­
                                                                 vency and supension of payments .
                  (Winding up by the court)
                                                                 2 . The opening of insolvency or suspension of pay­
                                                                 ment proceedings shall be notified by the person
On an application by any person concerned or any
                                                                 appointed to conduct the proceedings for entry in the
competent authority, the court of the place where the
                                                                 register referred to in Article 8 (3 ). The entry in the
ME has its registered office must order it to be wound
                                                                 register shall show the following :
up where it finds that the registered office has been
transferred outside the Community, or that the ME's              (a) the nature of the proceedings, the date of the order,
activities are being carried on contrary to public policy              and the court making it ;
 ---pagebreak--- 21.4. 92                            Official Journal of the European Communities                              No C 99/ 53
(b) the date on which payments were suspended, if the          3 . Where a court finally dismisses an application for
    court order provides for this ;                            the opening of the proceedings referred to in paragraph
                                                               2 owing to want of sufficient assets, it shall, either of its
(c) the name and address of the administrator, trustee,        own motion or on application by any interested party,
    receiver, liquidator or any other person having            order its decision to be noted in the register referred to
    power to conduct the proceedings, or of each of            in Article 8 (3).
    them where there are more than one ;                       4.  Particulars registered pursuant to paragraphs 2 and
                                                               3 shall be disclosed in the manner referred to in
(d) any other information considered necessary.                Article 9 .
                                                       TITLE    II
                                                FINAL PROVISIONS
                        Article 54                                                      Article 55
                       (Penalties)
Each Member State shall specify penalties to be
imposed in the case of breach of the provisions of this        This Regulation shall enter into force on 1 January
Regulation and, where appropriate, of any relevant             1993 .
national measures ; the penalties must be effective, pro­
portionate and dissuasive.
Each Member State shall take the necessary measures
before 1 January 1993 and shall forthwith inform the           This Regulation shall be binding m its entirety and
Commission thereof.                                            directly applicable in all Member States .
 ---pagebreak--- No C 99/ 54                              Official Journal of the European Communities                                    21.4. 92
                                                              ANNEX I
                                              Legal entities mentioned in Article 2 (1 ) (a)
            For Belgium
            Association of mutual insurance, coming under Article 2 of the Law of 11 June 1874 on insurance and
            Article 1 1 of the Law of 9 July 1975 on the control of insurance enterprises ; cooperative societies com­
            ing under Articles 141 to 164 of the consolidated law on commercial companies as it affects cooperative
            societies
            For Denmark
            Fortsaettelsessygekasse ; Gensidige selskaber
            For Germany
            Versicherungsverein auf Gegenseitigkeit (WaG), coming under the law of 6 June 1931 on the control of
            insurance enterprises, in the version of 1 July 1990
            For France
            Mutuals coming under the Code de la mutuality (the Law of 25 July 1985); mutual insurance societies
            coming under the Code des Assurances ; Caisse de Mutualité Agricole, regulated by the Code Rural
            For Ireland
            Voluntary Health Insurance Board coming under the Voluntary Health Insurance Act of 5 February
            1957 ; companies limited by guarantee ; societies registered under the Industrial and Provident Societies
            Acts ; societies registered under the Friendly Societies Acts
            For Italy
            Mutuals coming under the Law of 15 April 1886 ; cooperative societies, coming under Section VI of the
            Civil Code relating to cooperative and mutual societies as well as the cooperatives and mutuals covered
            by legislation or regulations for certain categories
            For Luxembourg
            Societies of mutual assistance and mutuals coming under the Law of 7 July 1961 and Grand Duchy
            Regulation of 31 July 1961 ; associations of mutual insurance coming under Article 2 of the Law of 16
            May 1891
            For the Netherlands
            Entities coming under Section 3 'association' (vereniging) of the second Book of the Burgerlijk Wetboek
            on cooperative union
            For the United Kingdom
            Companies limited by guarantee having as their principal object the maintenance of a provident fund ;
            mutual companies ; societies registered under the Industrial and Provident Societies Acts ; societies regis­
            tered under the Building Societies Acts ; societies registered under the Friendly Societies Act
 ---pagebreak--- 21.4. 92                           Official Journal of the European Communities                                    No C 99/ 55
         For Greece
         Entities coming under the law for mutuals ; Allelasphalistikos Sunetairismos
         tor Spain
         Entidades de Prevision Social, coming under the Law of 2 August 1984 establishing the regulation of
         private insurance ; Mutuas des Acc. de Trabajo, coming under the Law of 2 August 1984 establishing the
         regulation of private insurance ; Sociedad mutua, coming under the Law of 2 August 1984 establishing
         the regulation of private insurance ; Sociedad cooperativa, coming under the Law of 2 April 1987 and
         regional laws
         For Portugal
         Mutualidades, Associates Mutualistas, coming under the decree law No 72/90 of 3 March 1990 ; Mis­
         ericordias, coming under Articles 167 to 194 of the Civil Code relating to associations and foundations ;
         Mutua de seguros
 ---pagebreak--- No C 99 / 56                              Official Journal of the European Communities                                       21.4. 92
                                                                   ANNEX II
                 Legal entities referred to in Article 2 ( 1) (b) which manage obligatory social security schemes as well as
             provident and mutual assistance organizations, the services of which vary according to the resources available
                                    and in which the contribution of members is determined by contract
             For Belgium
             Mutuals coming under the Law of 6 August 1990 relating to mutuals and to national unions of mutuals
             For Denmark
             Fortsaettelsessygekasse
             For France
             Mutuals coming under the Code de la Mutuality (Law of 25 July 1985)
             For Ireland
             Voluntary Health Insurance Board coming under the Voluntary Health Insurance Act of 5 February 1957
             For Italy
             Mutuals coming under the Law of 1 5 April 1 886
             For Luxembourg
             Mutual assistance societies and mutuals coming under the Law of 7 July 1961 and Grand Duchy Regu­
             lation of 31 July 1961
             For the Netherlands
             Ziekenfonds (Vereniging van Nederlandse Zorgverzekeraars — VNZ — and Zilverenkruis) coming
             under the Law of 1 January 1966 or the Algemene Wet Bijzondere Ziektekosten
             For Greece
             Entities coming under the law for mutuals
             For Spain
             Entidades de Prevision Social, coming under the Law of 2 August 1984 establishing the regulation of
             private insurance
             For Portugal
             Mutualidades, Associacoes Mutualistas coming under the Decree-Law No 72/90 of 3 March 1990/90