Paragraph Third: Management of the Company

Article 876

Art. 876 - The right to manage social affairs belongs to all partners jointly, and none may exercise it separately, unless authorized to do so by the others.

Article 877

Art. 877 - The power to manage implies the power to represent the partners with regard to third parties, unless otherwise stated.

Article 878

Art. 878 - When the partners have given each other a mandate to manage, stating that each of them may act without consulting the others, the company is said to be fiduciary or with a general mandate.

Article 879

Art. 879 - In the fiduciary company, each of the associates can alone perform all acts of administration, and even of disposition, which fall within the object of the company. He can notably: a. Contract for the common account a company in participation with a third party, having for object one or more operations of commerce; b. Finance a third party for the common account; c. Constitute factors or representatives; d. Give a mandate or revoke it; e. Receive payments, terminate contracts, sell for cash, on credit, on terms or for delivery the things forming the subject of the commerce of the company, acknowledge a debt, bind the company to the extent necessary for the needs of its management, constitute a pledge or other security in the same measure, or receive one, issue and endorse bills of exchange and letters of credit, accept the return for defect of a thing sold by another associate, when the latter is absent, represent the company in suits where it is defendant or plaintiff, settle, provided that there is interest in the settlement. All of this, provided that it is without fraud and subject to special restrictions expressed in the articles of association.

Article 880

Art. 880 - The fiduciary associate may not, without special express authorization stated in the articles of association or in a subsequent act: a. Make a gratuitous alienation, except for customary gifts and gratuities; b. Act as a guarantor for third parties; c. Make an interest-free loan; d. Enter into arbitration; e. Assign the business establishment or fund, or the invention patent that is the object of the company; f. Waive guarantees, except in exchange for payment.

Article 881

Art. 881 - When the articles of association express that the associates all have the right to administer, but that none of them can act separately, the company is said to be restricted or with restricted mandate. In the absence of stipulation or special custom, each of the associates with restricted mandate can perform acts of administration, on the condition of obtaining the assent of the others, unless it is a matter of urgent necessity the omission of which would be prejudicial to the company.

Article 882

Art. 882 - When it is stipulated in the articles of association that decisions shall be made by a majority, it shall be understood, in case of doubt, to mean a majority in number. In case of a tie, the opinion of the opponents shall prevail. When the two parties disagree on the decision to be taken, the decision shall be referred to the court, which shall decide in accordance with the general interest of the company.

Article 883

Art. 883 - The administration may also be entrusted to one or more managers. These may be chosen even from outside the company; they can only be appointed by the majority required by the company's bylaws for social deliberations.

Article 884

Art. 884 - The associate charged with administration by the articles of association can perform, notwithstanding the opposition of the other associates, all acts of management, and even of disposition, which fall within the object of the company, according to what is stated in article 887, provided that it is without fraud, and subject to the restrictions expressed in the instrument that grants him his powers.

Article 885

Art. 885 - The non-shareholder administrator has, unless otherwise stipulated, the powers granted to mandatories by Art. 777.

Article 886

Art. 886 - Unless otherwise stipulated, where there are several managers, none of them may act without the concurrence of the others, except in cases of emergency where delay would cause significant harm to the interests of the company. In the event of disagreement, the opinion of the majority shall prevail; in the event of a tie, that of the opponents. If there is a tie only with regard to the course of action to be taken, the matter shall be referred to the decision of all the partners. When the different branches of administration have been divided among the managers, each of them is authorized to perform alone the acts that fall within their management, and may not act beyond that scope.

Article 887

Art. 887 - The administrators, even unanimously, and the associates, by majority cannot perform any acts other than those which fall within the purpose of the company according to its nature and the usage of commerce. The unanimity of the associates is required: 1) To make a gratuitous disposition of the common patrimony or of one of its elements; 2) to modify the articles of association or to derogate therefrom; 3) to perform acts which do not fall within the purpose of the company. Any stipulation that would authorize in advance the administrators or the majority to make decisions of this nature, without consulting the others, is void. Even the non-administrator associates have the right to take part in the deliberations, in the above case. In case of disagreement, the opinion of the opponents must prevail.

Article 888

Art. 888 - Non-manager partner shareholders may not participate in management, nor oppose acts accomplished by the managers appointed by the contract, unless such acts exceed the limits of the operations that are the object of the company, or are manifestly contrary to the contract or the law.

Article 889

Art. 889 - The non-administrator associates have the right to demand an accounting, at any moment, of the administration of the social affairs and of the state of the common patrimony, to take knowledge of the books and papers of the company, and even to examine them. Any clause to the contrary is void. This right is personal and cannot be exercised through the intermediary of a mandatory or other representative, except in the case of incapables, who are legally represented by their legal representatives, and in the case of legitimate hindrance duly justified.

Article 890

Art. 890 - The mere participating partner does not have the right to inspect the books and documents of the company, except in cases of serious grounds and with the authorization of the judge.

Article 891

Art. 891 - Administrators appointed by the articles of association may only be revoked for just cause and by unanimous decision of the partners. \tThe articles of association may, however, grant this right to the majority, or stipulate that managers appointed by the contract may be revoked as simple proxies. \tJust causes are deemed to be acts of mismanagement, serious disputes arising between managers, serious breach by one or more of them of the obligations of their office, the impossibility or inability they find themselves in to fulfill them. \tAdministrators appointed by the articles of association cannot, moreover, resign their functions except for legitimate causes of impediment, on pain of damages and interest toward the partners. However, managers, when they are revocable at the will of the partners, may resign their functions under the conditions established for proxy holders.

Article 892

Art. 892 - Associate administrators are revocable, as simple proxies, if they were not appointed by the company's articles of association; the revocation can only be decided by the majority required for their appointment. They also have the option to resign from their duties under the conditions established for proxies. The provisions of this article apply to non-associate administrators.

Article 893

Art. 893 - When nothing has been established regarding the management of social affairs, the company is deemed to be restricted, and the relationships between the partners in this regard are governed by the provisions of article 891.

Article 894

Art. 894 - When the articles of association do not determine the share of each partner in the profits and losses, the share of each is in proportion to his contribution to the partnership fund. \tWhen the agreement fixes only the share in profits, the same determination applies to losses - and reciprocally. \tThe share of one who has contributed only his industry is evaluated according to the importance of that industry for the partnership. \tThe partner who has made a contribution in cash or other values, in addition to his industry, is entitled to a share proportional to each of his contributions.

Article 895

Art. 895 - When the contract awards the entirety of the profits to one of the associates, the company is null. The clause that would exempt one of the associates from any contribution to the losses renders the company null.

Article 896

Art. 896 - The settlement of the company's profits and losses shall take place, based on the balance sheet, which must be prepared at the same time as the inventory, at the end of each financial year or fiscal year.

Article 897

Before each distribution, one-twentieth of the net profits at the end of the year must be deducted to form the reserve fund until it reaches one-fifth of the capital. If the capital decreases, it must be restored in proportion to the loss from future profits.

Article 898

Art. 898 - After the deduction prescribed by the preceding article, the share of the partners in the profits is liquidated: each of them has the right to withdraw the share allocated to him; if he does not withdraw it, his share of profits is considered as a deposit and does not increase his contribution, unless the other partners expressly consent to it, all subject to contrary stipulation.

Article 899

Art. 899 - In the event of loss, the partner is not required to return to the company's capital the share of profits pertaining to a previous financial year, provided that they received this share in good faith, based on a regular balance sheet that was also prepared in good faith. When the balance sheet is not prepared in good faith, the partner who was obliged to return to the company's capital the profits they received in good faith has a right to claim damages against the company's managers.

Article 900

Art. 900 - When the company was formed for a specific undertaking, the final settlement of accounts and the distribution of profits shall only take place after the completion of the undertaking.