Exhibit 3.11
I hereby certify that the exhibit attached hereto is a fair and accurate
English translation of the Articles of Incorporation of TVA Sul Foz do Iguacu
Ltda.
By: /s/DOUGLAS DURAN
-------------------------
DOUGLAS DURAN
Attorney-in-fact
Date: February 21, 1997
TV CABO IGUACU SOCIEDADE CIVIL LIMITADA
ARTICLES OF INCORPORATION
BERENICE FONSECA NAKAD, a Brazilian citizen, married, teacher, residing and
domiciled in this town and administrative region of Foz do lguacu, State of
Parana, at Rua Minas Gerais, no 861, Vila Maracana, bearer of ID Cad RG no
759.403-PR and enrolled with the Board of Taxpayers CPF/MF under no
500.133.439-04; FLAVIO DENI FONSECA NAKAD, a Brazilian citizen, bachelor,
student, residing and domiciled in this town and administrative region of Foz do
Iguacu, State of Parana, at Rua Minas Gerais, no 861, Vila Maracana, bearer of
ID Cad RG no 4.013.086-1 and enrolled with the Board of Taxpayers CPF/MF under
no 011.098.209-68, have resolved by this private instrument of articles of
incorporation to organize a limited liability civil company which shall be
governed by Laws 3.708 of January 10, 1919 and 4.726 of July 13, 1965 and by the
following clauses and conditions:
ONE. The company's name will be TV CABO IGUACU SOCIEDADE CIVIL LIMITADA, with
its principal place of business and venue in this town and administrative region
of Foz do Iguacu, State of Parana, at Rua Minas Gerais, no 861, Vila Maracana.
TWO. The company's objects are the placement of community antennae and
performance of services on same as well as everything related to the
transmission, distribution, radio links, reception and processing of images,
sounds, signals and data via cable, microwave, optical fiber or any other
equivalent or substitute product or technology. The company's objects shall also
include leasing video films, video disks, video games through the Pay-Per-View
system or electronic lease or, further, any other system which technology might
develop in future.
THIRD. The company's capital stock shall be Cr$100,000.00 (one hundred thousand
cruzeiros) divided into 100,000 (one hundred thousand) quotas in the par value
of Cr$1.00 (one cruzeiro) each, distributed and paid up in Brazilian currency,
as follows:
A) The partner BERENICE FONSECA NAKAD hereby subscribes 51,000 (fifty-one
thousand) quotas.
B) The partner FLAVIO DENI FONSECA NAKAD hereby subscribes 49,000 (forty-
nine thousand) quotas.
FOUR. The company has an indeterminate term of duration and
may be dissolved at any time at the criteria of its quotaholders.
FIVE. The liability of the partners is limited to the capital stock, pursuant
to the provisions of Article 2 of Law 3.708 of January 10, 1919.
SIX. The company's quotas are indivisible and may not be transferred to or
disposed of under any heading to third parties without the consent of the other
partner, who shall have the right of first refusal under equal conditions.
SEVEN. The partner wishing to transfer his quotas will notify the other partner
in writing, stating the price, manner and time limit of payment, for him to
exercise his right of first refusal to purchase within a maximum time limit of
thirty (30) days; however the admission of new partners will be made with the
consent of the controlling partner.
EIGHT. The company shall be managed by the partner BERENICE FONSECA NAKAD, in
the capacity of managing partner, who will use the company's name and represent
it as Plaintiff or Defendant, in or out of Court, being however barred from
using the company name under any pretext or manner in operations or businesses
which are alien to the company's object, specially granting securities,
collateral, endorsement of guarantees in favor of third parties; the managing
partner is empowered to use the company name in agreements in general, including
loans, credit notes, checks and any other documents, of any nature whatsoever,
which represent a liability for the company and may grant powers to an
attorney-in-fact or further to two attorneys-in-fact jointly.
PARAGRAPH ONE. To perform day to day activities, forward mail, issue
receipts and endorse checks for deposit in the company's bank account only the
individual signature of one partner or attorney-in-fact will be necessary.
PARAGRAPH TWO. The appointment of attorneys-in-fact as well as the
extension of their powers will be done by the partners jointly.
NINE. As compensation for the services performed by the managing partner, she
will receive under the heading of pro labore an amount which will be determined
from time to time, subject to the unanimous consent of the partners, within the
income tax limits, which shall be booked to miscellaneous expenditures.
TEN. In the event of death of any of the partners his heirs will jointly be
entitled to the deceased partner's rights, as long as the quotas are
indivisible.
ELEVEN. The fiscal year will coincide with the calendar year and on December 31
of each year the company's balance sheet will be drawn up, subject to the
applicable legal and technical provisions. The ascertained profits and losses
will be shared by each partner in the proportion of his holdings and eventual
profits may, at their discretion, be distributed or put aside as reserves.
TWELVE. The partners declare they are not liable for any of the crimes provided
by law which might prevent them from performing commercial activities.
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In witness whereof, the parties have drawn up, dated and signed this Instrument,
together with two witnesses, in three counterparts, duly initialled overleaf by
the partners who agree to be bound hereby for themselves and their successors
and to comply with all its provisions. The partners elect the courts of Foz do
Iguacu, State of Parana, to settle eventual doubts arising from this Agreement.
Foz do lguacu, February 5, 1991.
(signed by Berenice Fonseca Nakad and Flavio Deni Fonseca Nakad, whose
signatures are duly certified)
(signed by two witnesses)
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FIRST REGISTRY OFFICE
CERTIFICATE
I HEREBY CERTIFY and give witness that in reviewing the books existing in this
Civil Registry Office of Corporations, I have verified an entry in Book A/06,
pages 179 overleaf, 180, 180 overleaf and 181, under number 1361-3, as follows:
INSTRUMENT NUMBER: 1361-3. DATE OF REGISTRATION: July 16, 1996. Registration of
FOURTH AMENDMENT TO THE ARTICLES OF INCORPORATION submitted to me by TV CABO
IGUACU SOCIEDADE CIVIL LIMITADA, to wit: CGC MF no 81.502.543/0001- 35. TV CABO
IGUACU SOCIEDADE CIVIL LIMITADA. FOURTH AMENDMENT TO THE ARTICLES OF
INCORPORATION. By this private instrument BERENICE FONSECA NAKAD, a Brazilian
citizen, married, businesswoman, residing and domiciled at Rua Minas Gerais, no
861, Foz do Iguacu, State of Parana, bearer of ID Card RG no 759.403-PR and
enrolled with the Board of Taxpayers CPF/MF under no 500.133.439-04; FLAVIO DENI
FONSECA NAKAD, a Brazilian citizen, bachelor, businessman, residing and
domiciled at Rua Minas Gerais, no 861, Foz do Iguacu, State of Parana, bearer of
ID Card RG no 4.013.086-1 and enrolled with the Board of Taxpayers CPF/MF under
no 011.098.209-68, sole quotaholders of the limited liability civil corporation
TV Cabo Iguacu Sociedade Civil Limitada, with principal place of business at Rua
Carlos Sbaini no 410, Foz do Iguacu-PR, enrolled with the Board of Taxpayers
CGC/MF under no 81.502.543/0001-35, having its Articles of Incorporation filed
with the Registry Office of Titles and deeds of Foz do Iguacu under no 1361, at
page 18 overleaf of Book A/04, on March 5, 1991 and further as newly admitted
partner TVA SUL PARTICIPACOES S.A., a private law body corporate, with its
principal place of business in this capital city at Rua Martha Kateiva de
Oliveira, 49 - room 4, enrolled with the Board of Taxpayers under CGC/MF under
no 01.201.577/0001-24, filed with the Board of Trade of the State of Parana
under no NIRE 41300063451, herein represented by its directors LEONARDO PETRELLI
NETO, a Brazilian citizen, married, expert in telecommunications, residing and
domiciled at Rua Clovis Bevilaqua, 420 - apt. 701, Curitiba/PR, bearer of ID
Card RG no 736.678-7 and enrolled with the Board of Taxpayers CPF under no
401.596.049-15 and Douglas Duran, a Brazilian citizen, married, business
administrator, residing and domiciled at Alameda das Rosas, 444, Barueri/SP,
bearer of ID Card RG no 6.702.950 and enrolled with the Board of Taxpayers CIC
under no 541.326.068-72, HAVE RESOLVED: 1) To extend the company's object. 2) To
transform the company from a limited liability civil corporation into a limited
liability commercial corporation, thus amending the company name to TV Cabo
Iguacu Ltda. 3) To approve the assignment and transfer of all the free and
unencumbered quotas by the partners Berenice Fonseca Nakad and Flavio Deni
Fonseca Nakad, whose particulars are given above, to TVA SUL PARTICIPACOES S.A.,
whose particulars are given above, for the price agreed between the parties, the
Assignors granting the Assignee the fullest, most general and unrestricted
discharge, having nothing further to claim under any heading, the Assignors thus
withdrawing from the company. 4) To approve the assignment and transfer of one
(1) free and unencumbered quota by the partner TVA SUL PARTICIPACOES S.A., whose
particulars are given above, to Leonardo Petrelli Neto,
whose particulars are given above, for the price agreed between the parties, the
Assignor granting the Assignee the fullest, most general and unrestricted
discharge, having nothing further to claim under any heading. 5) As a result,
the capital stock shall be R$5,000.00 (five thousand Reais) divided into 5,000
(five thousand) quotas, in the par value of R$1.00 (one Real) each, distributed
as follows among the partners:
Partners Quotas Value R$
Leonardo Petrelli Neto 1 1.00
TVA-Sul Participacoes S.A. 4,999 4,999.00
6) To change the company's management and appoint the partner TVA - SUL
PARTICIPACOES S.A. which delegates its powers to its representatives Messrs.
Jose Augusto Pinto Moreira, a Brazilian citizen, married, economist, residing
and domiciled at Alameda Argentina no 406, Barueri, SP, bearer of ID Card RG no
2.944.700 and enrolled with the Board of Taxpayers CPF under no 128.701.967-68,
Douglas Duran, a Brazilian citizen, married, business administrator, residing
and domiciled at Alameda das Rosas, 444, Barueri/SP, bearer of ID Card RG no
6.702.950 and enrolled with the Board of Taxpayers CIC under no 541.326.068-72,
and Leonardo Petrelli Neto, a Brazilian citizen, married, expert in
telecommunications, residing and domiciled at Rua Clovis Bevilaqua, 420 - apt.
701, Curitiba/PR, bearer of ID Card RG no 736.678-7 and enrolled with the Board
of Taxpayers CPF under no 401.596.049-15, who shall occupy the position of
Company Directors. 7) In view of the measures approved above, as well as of
other changes they intend to make to the Articles of Incorporation, the
quotaholders have resolved to reword and restate the Articles of Incorporation,
which shall henceforth be worded as follows: ARTICLES OF INCORPORATION. NAME,
HEAD OFFICE, OBJECT AND DURATION . CLAUSE 1. The company's name shall be TV CABO
IGUACU LTDA. CLAUSE 2. The company's principal place of business is located at
Rua Carlos Sbarini no 410, Foz do Iguacu, State of Parana. Sole Paragraph. The
Company's Board of Directors may open and close branches and offices anywhere in
the Brazilian territory. CLAUSE 3. The Company's objects are: (a) the
exploitation, distribution, transmission, ratio links and operation of special
cable television services, through the reception and processing of images,
sounds, signals and data and/or the respective generation, through community
antennae, by physical means, heads, networks, trunk system, distribution
systems, user or subscriber systems, in open or closed communities, preparation
and/or placement of projects, including on behalf or for the account of third
parties, or the utilization or the employment of any other means, systems,
equipment, technical or technological products, their equivalents or
substitutes; electronic lease or further any other means or system which
technology or the state of the art might develop in future; (b) import and
export of goods, products, equipment or services, directly or indirectly related
to the corporate object, as well as the performance of services and the
representation of other domestic or foreign corporations; and (c) participation
in other corporations as partner, shareholder, quotaholder or syndicated member.
CLAUSE 4. The Company has an indeterminate term of duration. II. CAPITAL STOCK.
CLAUSE 5. The capital stock is R$5,000.00 (five thousand Reais), divided into
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5,000 (five thousand) quotas, in the par value of R$1.00 (one Real) each, fully
subscribed and paid up in Brazilian currency, distributed as follows between the
partners:
Partners Quotas Value R$
Leonardo Petrelli Neto 1 1.00
TVA-Sul Participacoes S.A. 4,999 4,999.00
Total 5,000 5,000.00
Sole Paragraph. The partners' liability is limited, pursuant to the law, to the
full amount of capital stock. III. MANAGEMENT. CLAUSE 6. The company shall be
managed by the partner TVA Sul Participacoes S.A., which hereby delegates its
powers to representatives who shall be designated Directors. Paragraph 1. The
Board of Directors, which is appointed for an indeterminate term, shall be made
up as follows: Jose Augusto Pinto Moreira, a Brazilian citizen, married,
economist residing and domiciled at Alameda Argentina no 406, Barueri, SP,
bearer of ID Card RG no 2.944.700 and enrolled with the Board of Taxpayers CPF
under no 128.701.967-68; Douglas Duran, a Brazilian citizen, married, business
administrator, residing and domiciled at Alameda das Rosas, 444, Barueri/SP,
bearer of ID Card RG no 6.702.950 and enrolled with the Board of Taxpayers CIC
under no 541.326.068-72; and Leonardo Petrelli Neto, a Brazilian citizen,
married, expert in telecommunications, residing and domiciled at Rua Clovis
Bevilaqua, 420 - apt. 701, Curitiba/PR, bearer of ID Card RG no 736.678-7 and
enrolled with the Board of Taxpayers CPF under no 401.596.049-15, appointed by
delegation of the partner TVA - SUL PARTICIPACOES S.A., who will have the powers
to manage the company's business. Paragraph 2. The Company shall be represented:
(a) by two Directors jointly, as Plaintiff or Defendant, or by one Director
jointly with one attorney-in-fact or further by two attorneys-in-fact with
special powers. (b) severally, by one Director or one attorney-in-fact with
special powers in the performance of day-to-day activities, forwarding of mail,
issue of receipts and endorsement of checks for deposit in the company's bank
accounts. Paragraph 3. The appointment of attorneys-in-fact will require the
joint signature of two Directors and the respective powers-of-attorney will
specifically list the acts they may perform. With the exception of those which
grant the powers of the "ad judicia" clause, all the other powers-of-attorney
granted by the Company will have a limited term of validity of one year.
Paragraph 4. The Directors are barred from using the company name in third party
guarantees and business alien to the company's interest or acts which imply an
act of graciousness. Paragraph 5. The Directors are exempt from offering
collateral and under the heading of pro labore they will be entitled to a
monthly compensation to be determined by the quotaholders. IV. ASSIGNMENT OR
TRANSFER OF QUOTAS. CLAUSE 7. None of the partners may fully or partly assign
its quotas to third parties, without firstly offering them in writing, at least
thirty days in advance, to the other partner which, under equal conditions, will
have a right of first refusal to purchase them. Paragraph 1. The assignment will
be preceded by a notice with a written offer to purchase by third parties in
good faith, in order for the other partner to exercise its right of first
refusal within thirty days, if it wishes to do so. Paragraph 2. Should the right
of first refusal fail to be
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exercised, the notifying partner may assign its quotas to the interested third
parties within ten days and subject to the conditions set forth in the notice;
any assignment beyond said ten day time limit and in disagreement with the
initial offer will be null and void. Paragraph 3. The assignment of the
company's quotas which imply a transfer of the company's controlling power will
be subject to prior authorization by the Ministry of Communications. V.
AMENDMENT TO THE ARTICLES OF INCORPORATION, DISSOLUTION AND LIQUIDATION. CLAUSE
8. Any amendment to these articles requires the express consent of the majority
of the capital stock. CLAUSE 9. In the event of bankruptcy, death, incapacity,
exclusion or removal of one of the partners, the Company will not be dissolved.
In any of these events, the assets of the bankrupt, deceased, incapacitated,
excluded or removed partner will be ascertained on the basis of a special
balance sheet and paid to the partner or its heirs in twelve (12) monthly, equal
and successive installments, accrued by interest of twelve percent (12%) per
annum. Sole Paragraph. In the event of death or mental disability, the partner's
heirs may appoint a representative to remain in the Company, who will be
approved by the other partners. VI. FISCAL YEAR, BALANCE SHEET AND PROFITS.
CLAUSE 10. The fiscal year will end on December 31 whereupon the appropriate
financial statements will be drawn up. The company may also draw up interim
balance sheets and resolve upon the respective distribution of profits. All
resolutions regarding distribution of profits require the unanimous approval of
the quotaholders. VII. MISCELLANEOUS PROVISIONS. CLAUSE 11. The Company, through
all its quotaholders, undertakes to strictly comply with all the laws, decrees,
regulations, rules and recommendations made by the Awarding Public Powers. VIII.
VENUE. CLAUSE 14. The parties elect the courts of the Administrative Region of
Foz do lguacu, State of Parana, to settle any claims arising from this Charter.
The undersigned partners and directors declare they are not liable for any of
the crimes provided by law which prevent them from performing commercial
activities. In witness whereof, the parties have executed this instrument in
three counterparts before two witnesses. Illegible signatures. Stamp certifying
signatures by 2nd Registry Office of Deeds of this city and by Alfredo Braz 5th
notary public of Curitiba-PR. Nothing further. Conforms with original. Foz do
Iguacu, July 16, 1996. I, MARCELO ESTEVES SANTOS, Officer of the Civil Registry
Office of Corporations, have typed and signed it. That was the entire content of
said Instrument for which I have faithfully issued this certificate, of which I
give witness. Given In this town and Administrative Region of Foz do lguacu,
State of Parana, on the sixteenth day of the month of July of nineteen hundred
and ninety-six (16/07/1996)
CIVIL REGISTRY OFFICE OF CORPORATIONS
(signed by Marina Terezinha Vartha, Authorized Scrivener)
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TV CABO IGUACU LIMITADA
CGC MF no 81.502.543/0001-35
NIRE No 41203537363
5TH AMENDMENT TO THE ARTICLES OF INCORPORATION
By this private instrument:
TVA SUL PARTICIPACOES S.A., with its principal place of business in this capital
city at Rua Martha Kateiva de Oliveira, 49 - room 4, enrolled with the Board of
Taxpayers under CGC/MF under no 01.201.577/0001-24, filed with the Board of
Trade of the State of Parana under no NIRE 41300063451, herein represented by
its directors LEONARDO PETRELLI NETO, whose particulars are given below and
Douglas Duran, a Brazilian citizen, married, business administrator, residing
and domiciled at Alameda das Rosas, 444, Barueri/SP, bearer of ID Card RG no
6.702.950 and enrolled with the Board of Taxpayers CIC under no 541.326.068-72;
and
LEONARDO PETRELLI NETO, a Brazilian citizen, married, expert in
telecommunications, residing and domiciled at Rua Clovis Bevilaqua, 420 - apt.
701, Curitiba/PR, bearer of ID Card RG no 736.678-7 and enrolled with the Board
of Taxpayers CPF under no 401.596.049-15, sole quotaholders of the limited
liability quota company TV Cabo Iguacu Ltda., with its principal place of
business at Rua Carlos Sbarini no 410, Foz do Iguacu/PR, enrolled with the Board
of Taxpayers CGC/MF under no 81.502.643/0001-35, having its Articles of
Incorporation filed with the Board of Trade of the State of Parana under no
41203537363, HAVE RESOLVED:
1. To amend the company name to TVA SUL FOZ DO IGUACU LTDA.
2. Thus, Clause One of the Articles of Incorporation will be amended and will
henceforth be worded as follows:
"CLAUSE ONE. The company's name is TVA SUL FOZ DO IGUACU LTDA."
3. All the other clauses and conditions of the Articles of incorporation remain
unaltered and shall not be altered or expressly modified by this Instrument.
In witness whereof, the parties have executed this instrument before two
witnesses.
Foz do Iguacu, August 22, 1996.
(signed by Leonardo Petrelli Neto and Douglas Duran for TVA SUL PARTICIPACOES
S.A. and by Leonardo Petrelli Neto)
Witnesses: (signed by Leila Aparecida Alves and Aline Pereira Leite)
ATTEST: (signed by Silvia C.L. Bernardes, OAB/SP 74.256)
Board of Trade of the State of Parana. I certify registration on October 8,
1996, under no 961739487 (signed by Sidmar Antonio Cavet, Secretary General)
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