Key points
- Issue: Members of a religious association sought the annulment of an extraordinary general meeting convened by a general secretary whose term of office had expired.
- Decision: the court dismissed the application, as the articles of association did not provide for the meeting to be declared null and void and the members had voted freely.
- Outcome: The claimants were ordered jointly and severally to pay the costs of the proceedings and to pay €1,500 to the defendants.
A general meeting of an association challenged on the grounds of lack of authority
Several members of a Parisian religious association contested the extraordinary general meeting held on 4 December 2022 to re-elect the executive committee. Ms Y was elected chairperson by 19 votes out of 28 cast, with 9 abstentions and no votes against.
The claimants criticised Mr X, the general secretary, for having convened the members even though his seven-year term of office had expired on 30 July 2021. They also contested Ms Y’s eligibility to chair the meeting and alleged fraudulent manoeuvres.
The court dismissed their four claims:
| Claim | Court’s response |
|---|---|
| To annul all the resolutions of the meeting | Rejected |
| To convene a new statutory general meeting | Rejected |
| Appoint a representative to convene the meeting | Rejected |
| €3,000 in respect of legal costs | Dismissed; they are to pay €1,500 to the defendants |
Challenge to a general meeting of an association: what the judge examines
The Paris Judicial Court ruled that an irregularity in the notice of meeting is not sufficient grounds to challenge a general meeting of an association. It applied the approach of the Court of Cassation (1st Civil Chamber, 20 March 2019, No. 18-11.652): the irregularity must be expressly penalised by the articles of association as rendering the meeting null and void, or must have distorted the conduct and integrity of the vote.
Article 8 of the articles of association reserved the power to convene the meeting to the chair or, in the event of the chair’s inability to do so, to a majority of the executive committee. Mr X had merely carried out the practical formalities of sending out the notice, on the instructions of the chair: the expiry of his term of office was therefore of no effect. Determining who may convene a general meeting depends first and foremost on the articles of association, which in this case did not provide for any invalidity.
Finally, the minutes establish that the members debated and voted freely. The evidence produced did not prove the alleged fraudulent manoeuvres.
What this judgement means for an association involved in a dispute
A declaration of nullity requires either a provision for nullity in the articles of association or a breach of the integrity of the vote. Four factors are therefore decisive:
- the articles of association, which may or may not provide for nullity;
- the notice of meeting, which reveals who called it;
- the minutes, which record the discussions and the vote;
- evidence of fraud and its impact on the vote.
On the defence side, an attempt to challenge the standing of certain claimants failed: this ground should have been raised before the pre-trial judge, who prepares the case. Removing an officer is sometimes more a matter of dismissing the director of an association.
This judgement, handed down at first instance, is subject to appeal; each situation is analysed on a case-by-case basis. Is there a dispute at a general meeting or during the election of your association’s officers? Contact one of our business law solicitors to review your articles of association.
Related areas of expertise
Association governance – Business lawyer in Paris
Frequently asked questions about cancelling a general meeting of an association
Not automatically. In this judgement of 8 June 2026, the Paris Judicial Court requires that the irregularity be rendered null and void by the articles of association or that it have distorted the integrity of the deliberations. A notice of meeting sent by a secretary-general whose term of office had expired, on the instructions of the chair, was not sufficient. The answer therefore always depends on the wording of the association’s articles of association.
No, not in this case. The judge hearing the application for interim relief, who had been seized of the matter as a matter of urgency even before the meeting took place, ruled on 27 June 2023 that the validity of the notice of meeting was a matter for the court hearing the substance of the dispute. The members therefore had to initiate standard proceedings, which were heard nearly three years later. Interim relief can only be granted in cases where there is no serious dispute.
In principle, the losing party. In this case, the claimants were ordered to pay the costs jointly and severally, that is to say, each of them being liable for the whole, and to pay €1,500 to the defendants pursuant to Article 700 of the Code of Civil Procedure.
The court did not award the €5,000 sought by the defence: this amount is assessed by the judge on a case-by-case basis.
Jonathan BELLAICHE
