Exhibit 3.1
INNOVA, S. DE R.L. DE C.V.
BYLAWS
CHAPTER I
DENOMINATION, PURPOSE, DURATION, DOMICILE,
NATIONALITY AND JURISDICTION
ARTICLE FIRST. DENOMINATION.
The denomination of the corporation is "Innova", which shall at all times be
followed by the words "Sociedad de Responsabilidad Limitada de Capital Variable"
[Limited Liability Company of Variable Capital] or their initials "S. de R.L. de
C.V."
ARTICLE SECOND. CORPORATE PURPOSE.
The corporate purposes of the Company shall be:
(a) To promote, create, organize, exploit and take participation in the
capital and assets of all kinds of commercial or civil companies,
partnerships, or industrial commercial service or any other kind of
companies, both domestic and foreign, as well as to participate in
their management or liquidation.
(b) The installation, operation and commercial exploitation of public
telecommunications networks in order to provide any type of public
services, among which are the restricted radio and television, made
through wire/conductors, radio-electricity, optical media, physical or
other electromagnetic systems, in any format that technology allows for
and of communications systems to render services of providing,
transporting and distributing signs, images, sounds or information of
any nature, through the modulation, codification or digitalization
systems technically possible, in the frequency bands and/or orbital
positions of satellites assigned to the same, except open television,
all with authorization, permit or concession granted by the
corresponding authorities, as well as the programming of such networks,
stations and communications systems.
(c) To acquire, negotiate, have custody of, and alienate any instrument,
stock, bonds, debentures, and generally, any credit instrument,
security, and corporate interests in commercial or civil corporations
or associations of any kind, both domestic and foreign.
(d) To contract or give loans, granting or receiving the corresponding
security, issue bonds with or without specific guaranty, accept, draw,
endorse or guarantee all kinds of credit instruments and give bonds or
security of any kind with respect to the obligations granted or the
instruments issued or accepted by third persons.
(e) To lease, sublease, give and take in comodatum, use, possess, acquire,
purchase, sell, build, repair, alienate, and operate under any legal
title all kinds of equipment, warehouses, storage facilities, plants,
offices, rooms, units, and other establishments necessary or convenient
for realization of the purposes of the Company, including acquisition
and alienation of personal property, real property, and real rights
that are considered indispensable and that the laws allow.
(f) To represent as agent, intermediary or mediator, commission agent,
factor, consignee, legal representative, or attorney-in-fact for all
kinds of companies or persons, Mexican or foreign.
(g) To provide and receive all kinds of services or consulting of a
technical, administrative, supervisory, organizational, marketing,
research, development, engineering, or legal nature and generally, all
kinds of services related to the industrial or commercial activities of
companies, corporations and associations, whether Mexican or foreign.
(h) To produce and use works susceptible of protection by copyright and
related rights, as well as to acquire or transmit ownership of rights
thereto, and to undertake any legal act in this area.
(i) To produce, acquire, exercise, use and transfer industrial property
rights.
(j) To obtain, acquire, transmit, use, register, negotiate and grant use or
enjoyment of all kinds of permits, licenses and concessions.
(k) To execute all acts and enter into all agreements or contracts of any
nature related to the foregoing purposes.
ARTICLE THIRD. DURATION.
Except as otherwise provided in Article Twenty-Seventh of these bylaws, the
duration of the Company is ninety-nine years, counted from the date of signature
of the Articles of Incorporation.
ARTICLE FOURTH. DOMICILE.
The domicile of the Company shall be Mexico City, Federal District; however, the
Company may establish agencies, branches and installations, and any other
extension in any place in the Mexican Republic or abroad, and submit to
contractual domiciles without the corporate domicile being thereby deemed to
have changed.
ARTICLE FIFTH. WAIVER OF NATIONALITY.
Current or future foreign members of the Company bind themselves and agree with
the federal government through the Ministry of Foreign Relations to consider
themselves as Mexicans with respect to the social parts they may acquire in this
Company or which they may hold, as well as with respect to any property, rights,
concessions, participation, or interests that the Company may own, or with
respect to the rights and obligations that derive from the contracts to which
the Company is party with the Mexican authorities, and not to invoke the
protection of their
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governments therefore regarding them under the penalty, should they fail to
comply with this agreement, of losing the social parts they acquired to the
benefit of the Mexican Nation.
CHAPTER II
CAPITAL, SOCIAL PART AND MEMBERS
ARTICLE SIXTH. CAPITAL, SERIES AND CLASSES OF SOCIAL PARTS.
The capital of the Company is variable. The minimum or fixed capital is the
amount of $827,750,000.00 (Eight hundred and Twenty Seven Million Seven Hundred
and Fifty thousand and 00/100 pesos, Mexican Currency), wholly subscribed and
paid. The variable capital is unlimited.
The social parts into which the capital is divided may be of unequal value but
in all cases shall be $100.00 (One Hundred pesos, Mexican Currency), or a
multiple thereof.
The social parts representing the minimum or fixed capital shall be identified
as social parts Class "I" and the social parts representing the variable capital
shall be identified as social parts Class "II". The social parts representing
the minimum of fixed capital (Class "I") and the social parts representing the
variable capital (Class "II") shall also be divided into four series, two of
which are divided in two subseries, with the corporate rights and duties
specified in these bylaws, as follows:
(a) Series A, comprising Sub-Series A-1 and A-2, shall be composed of
ordinary social parts that shall represent 60% (sixty percent) of the
total social parts in the Company with full voting rights. Series A
social parts may only be acquired by Mexican persons and therefore the
Company shall not admit any foreign investors as holders of Series A
social parts.
(b) Series B, comprising Sub Series B-1 and B-2, shall be composed of
ordinary social parts that shall represent 40% (forty percent) of the
total social parts in the Company with full voting rights. The Series B
social parts shall be of unrestricted subscription and therefore may be
acquired by Mexican investors and by foreign individuals or
corporations, or by individuals, corporations or entities contemplated
in Article Second section III of the Foreign Investment Law.
(c) Series C shall be composed of limited voting social parts. The Series C
social parts may only be acquired by Mexican individuals or by Mexican
companies whose capital stock is majority owned by Mexicans, provided
that such Mexican company shall not be controlled by a foreign entity.
(d) The series "N", shall be composed of limited voting social parts, which
may be issued and considered as neutral investment for purposes of the
Foreign Investment Law previous authorization of the Secretary of
Economy. The series "N" social parts may be freely subscribed by and
acquired by Mexican investors and by foreign individuals or
corporations, or by individuals, corporations or entities contemplated
in Article Second Section III of the Foreign Investment Law. In case
that any foreign person or entity, either today or in the future,
acquires series "N" social parts, such foreign person or entity shall
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formally undertake before the Foreign Affairs Ministry to be considered
as a Mexican national with respect to said interest, and to all
property, rights, concessions, participation or interests held by the
Company, or the rights or obligations arising from the agreements in
which the Company is party with Mexican authorities, and not to invoke
the protection of his, her or its government under the penalty, in case
of failure to comply with this agreement, of forfeiting such interest
to the benefit of the Mexican Nation. The series "N" limited voting
social parts shall be considered as neutral investment, and shall not
be counted for purposes of calculating the amount and proportion of the
participation of foreign investment on the capital stock of the
Company, pursuant to applicable law.
In accordance with the authorization of the Secretary of Economy, dated as of
November 30, 2001, the Company may issue series "N" social parts representative
up to the eighty percent (80%) of the capital stock of the Company, considered
as neutral investment for the purposes of the Foreign Investment Law, and that
will grant economic rights and the right to vote only in the Members' Meetings
dealing with affairs described in article 113 of the General Act of Commercial
Companies.
ARTICLE SEVENTH. SOCIAL PARTS.
(a) Each ordinary series A and B social parts shall be entitled to one vote
in the Members' Meeting for each $100.00 (One hundred and 00/100 pesos,
Mexican Currency) of capital that its social part represents.
(b) Limited voting series "C" and "N" social parts shall have the right to
be present at and of one vote for each One Hundred Pesos, 00/100
Mexican currency, of capital stock that represents its social parts in
the special meetings for each such series only, and in the Member's
Meeting only with respect to the following matters: (i) extension of
the term of the Company; (ii) early dissolution of the Company; (iii)
change of the corporate purpose of the Company; (iv) change of
nationality of the Company; (v) transformation of the corporate form of
the Company; and (vi) merger of the Company .
(c) Except as provided in these bylaws, all social parts of the same Series
confer on their holders the same corporate, property and pecuniary
rights, including participation in the profits and the preferential
right to subscribe for capital increases within the same series in the
proportion that pertains to them, and impose the same obligations.
(d) The social parts are indivisible; however, any member shall have the
right to their division and partial assignment within the same Series
pursuant to the terms of these bylaws.
(e) No member may hold more than one social part of the same Series.
(f) Social parts of the Company representing the capital may only be issued
by a resolution of the Members Meeting.
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ARTICLE EIGHTH.- TRANSMISSION OF SOCIAL PARTS AND ADMISSION OF NEW MEMBERS
It is stipulated that in order for members to assign all or any portion of their
social parts, as well as for admission of new members, the consent of all
members holding Sub-Series A-1 and Sub-Series B-1 social parts shall be
necessary through a resolution that must be adopted in the Members' Meeting.
The Company shall not have more than fifty members, the Members Meeting may
authorize subdivision of the social part, as well as partial assignment of the
same. When due to the transmission, sale or assignment of the social parts
approved observing the rules of these bylaws it is necessary to divide such
social parts, this may be done provided this division does not cause the Company
to have more than fifty members.
ARTICLE NINTH. -MEMBERS REGISTER.
a) The Company shall keep a special book of the members, in which shall be
recorded the capital increases and reductions, as well as all the
operations of subscription, payment, acquisition or transfer of social
parts, indicating the name, domicile and nationality of each one of
them with note of their contributions,Class, the Series and Sub-Series
to which they correspond, and the transfers of social parts which, if
any, have been made, as well as the authorization that for such purpose
has been given pursuant to the provisions of Article Eighth of these
bylaws.
b) All the capital increases and reductions shall be registered in the
capital variations registry book.
c) It is understood that the corresponding entries in the member's
registry book and the capital variations registry book must be
authorized with the signature of one of the Managers or the Secretary
of the Board of Managers.
CHAPTER III
CAPITAL INCREASES AND REDUCTIONS.
ARTICLE TENTH. - CAPITAL INCREASES
a) Capital increases, either to the minimum or fixed capital or the
variable capital, may only be declared by resolution of a Members'
Meeting in accordance with Article Sixteenth of these bylaws.
No increase shall be authorized unless the last capital increase has
been full subscribed and paid.
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b) Any member shall have the preemptive right to subscribe any capital
increase, within the same series, according to its participation in the
capital that he had before such capital increase.
c) When adopting the corresponding resolution, the Members' Meeting that
authorizes the capital increase shall determine the terms and conditions
under which it will be made. The preemptive right of the members referred to
in section b) above, must be exercised within the 25 calendar days
immediately following the Members' Meeting that approved such increase, if
all the members were present, and if not, within the 15 calendar days
immediately following the date of issue or the date in which the capital
increase is published in the Official Gazette [Diario Oficial de la
Federacion] or in one of the major circulation daily newspapers in the
Company's domicile.
d) The capital that is not subscribed within the term set by that Members'
Meeting resolving the increase, shall be cancelled and such amount shall be
reduced from the variable capital, simply by a resolution of the Board of
Managers.
e) The increases to the variable capital and that are deposited in the
Company's treasury, may be offered by the Board of Managers to be subscribed
and paid according to the powers granted to it by the Members' Meeting.
ARTICLE ELEVENTH. - CAPITAL REDUCTIONS
a) Capital reductions must be approved by the Members' Meeting under Article
Sixteenth of these bylaws. Capital reductions affecting the minimum or fixed
capital must be approved by the Members' Meeting complying, in such case,
with Article Nine of the General Law on Corporations.
b) Any reduction shall be done in multiples of One Hundred 00/100 Pesos,
Mexican Currency.
c) Capital reductions may be made to absorb losses, to make reimbursements to
the members or to release them from contributions not yet made.
d) The capital reductions to absorb losses shall be applied proportionately on
all the social parts, representing the minimum or fixed capital as well as
the variable capital.
e) Social parts may be amortized with the Company's profits. In such case the
Company may issue non-contributory social parts ("certificados de goce")
with the rights established in Article 137 of the General Law of
Corporations.
f) When the reduction is made for reimbursement, social parts representing
variable capital shall be redeemed first and if the amount of such social
part is not sufficient to absorb completely the reduction, social parts
representing the fixed or minimum capital shall also be redeemed in the
amount necessary to fully diminish the agreed capital reduction.
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g) When the reduction is made to release the members from unpaid
contributions, social parts representing variable capital shall be
redeemed first and if the amount of such social part is not sufficient
to absorb completely the reduction, social parts representing the fixed
or minimum capital shall also be redeemed in the amount necessary to
fully diminish the agreed capital reduction.
h) Any resolution related to the amortization of social parts representing
the minimum or fixed capital in order to reimburse the members must be
published once in the Official Gazette (Diario Oficial de la
Federacion") or in one of the most major circulation daily newspapers
in the Company's domicile.
i) Members may retire in full or partially their contributions in the
variable capital, but the Company must be notified in writing of such
retirement. This retirement shall not be effective until the end of the
current fiscal year, if the Company is notified before the last quarter
of the year, and until the end of the next fiscal year if notified
later. The capital reduction caused by a retiring member here referred
to, shall be done by reimbursing the social parts at nominal par value.
j) The reimbursement referred to in the preceding paragraph, shall not
require the payment of interest and shall be paid in Mexican currency
in a term not to exceed five years from the fiscal year immediately
following the year in which the member used his right to retire.
ARTICLE TWELFTH.
Any capital increase or reduction must be done in such manner that (i) the
value of Series A social parts shall not be less than the minimum percentage
of the capital of the Company that shall be held by Mexican investors and
(ii) the value of Series B social parts shall not be greater than the
maximum percentage of the capital of the Company that may be held by foreign
investors, in each case under applicable laws in effect at the time of such
capital increase or reduction.
ARTICLE THIRTEENTH
Amendments to the bylaws and the division and assignment of social parts shall
be decided by unanimous vote of all members holding Sub-Series A-1 and
Sub-Series B-1 social parts.
CHAPTER IV
MEMBERS MEETINGS
ARTICLE FOURTEENTH. - The Members' Meeting is the supreme authority of the
Company, and its resolutions shall be binding for all members, including those
who are absent or in opposition. In all cases, the absent or opposing members
shall have the rights granted under Articles Thirty-Eight and Forty-Two,
pursuant to Article Eighty-Six of the General Law of Commercial Companies.
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The members shall have the right to participate in the Members' Meeting
either by personally attending or attending through a representative legally
accredited by a simple proxy letter signed by two witnesses.
ARTICLE FIFTEENTH. -The following provisions shall be reserved for resolution by
the Members' Meeting, applying the rules set forth for the specific issues in
these bylaws:
(a) To discuss, approve, amend or disapprove the financial statements
prepared for each fiscal year in accordance with Article Twenty-Fourth
of these bylaws, and adopt therefore, the measures deemed appropriate
thereto;
(b) To determine whether to declare or pay any dividend or other
distribution by the Company of cash, assets or other property;
(c) To name and remove the Board of Managers in accordance with Article
Sixteenth of these bylaws, and if it so resolves, to name and remove
the Executive Committee of the Board of Managers, with the powers and
duties that the Members' Meeting approves;
(d) To resolve on the division or redemption of any social parts under the
provisions established in these bylaws;
(e) To require from the members, as applicable, supplemental contributions
and accessory payments other than as contemplated by any Annual Budget
or Business Plan;
(f) To issue warrants, rights, calls, options or other securities
exchangeable or exercisable for or convertible into equity of the
Company;
(g) To consent to the assignment of any social part and to the admission of
new Members, according to Article Eighth of these bylaws;
(h) To amend these bylaws;
(i) To decide on capital increases and reductions, and the sale of any
equity interest in the Company, except as contemplated in each case by
these bylaws or by any Annual Budget or Business Plan;
(j) To decide on dissolution of the Company as permitted under Article
Twenty-Seventh of these bylaws;
(k) To appoint the Liquidators under Article Twenty-Eight of these bylaws;
(l) To issue any bonds; and
(m) To decide on transformation, merger or spin-offs of the Company.
ARTICLE SIXTEENTH. - With respect to the Members Meetings, the following rules
shall be observed:
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(a) Except as established herein, Members' Meetings may be held at any
time.
(b) The members shall meet in Members' Meetings at least once each year
within the first four months following the close of the corporate
fiscal year.
(c) All Members' Meetings shall be held at the domicile of the Company
except due to force majeure or Act of God.
(d) The convocations to Members' Meetings shall be issued by any of the
Managers or pursuant to the provisions of Article Eighty-One and
Eighty-Two of the General Law of Commercial Companies.
(e) Notice of the Members' Meeting shall contain at least the date, time,
place and agenda for the Members' Meeting and shall be signed by the
Manager issuing the notice.
(f) Except in the case established in paragraph (g) hereafter, the
convocation to the Members' Meeting shall be done at least fifteen
calendar days prior to the date of the Members' Meeting through
personal delivery or by telex or telefax, messenger delivery, or any
other means that assures the receipt thereof at the last domicile or
telex or telefax number that said persons have reported in writing to
the Board of Managers of the Company. It is understood that the members
who have their domiciles abroad may send to the Board of Managers a
second domicile or telex or telefax number in the Mexican Republic to
which a copy of the convocation shall be sent.
(g) Any Members' Meeting may be held without need of prior convocation if
members of all of the social parts with voting rights are present or
represented at said Members' Meeting at the time of voting.
(h) Except if there be express judicial order to the contrary, only those
individual or corporate persons whose names are recorded in the special
members book shall be recognized as holders of social parts in the
Company, with the purpose of being able to attend any Members' Meeting,
and said registration shall be sufficient for admission of said persons
to the Members' Meeting.
(i) The Chairman of the Board of Managers shall preside at the Members'
Meeting. Likewise, the Secretary of the Board of Managers shall act as
Secretary of all Member Meetings. In the absence of the Chairman or the
Secretary, their place will be taken by any of the alternate Managers
appointed by the same series that elected them. If there are none,
their places shall be taken by the persons elected by simple majority
of votes of the Members present at the Members' Meeting.
(j) The person who presides at a Members' Meeting shall name one or more
Inspectors of Election to whom the count of the social parts and of the
proportion that each represents of the capital shall be entrusted, as
well as the number of votes that each member is entitled to give.
(k) In order that there be a quorum at a Members' Meeting, on the first
call, social parts representing a majority of the issued and paid in
capital with voting rights of the Company
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must be present or represented, but in any event, the holders of the
Sub-Series A-1 social parts and the holders of the Sub-Series B-1
social parts must be present and represented in such majority. On a
second or further call for the same meeting, there will be a quorum and
the meeting will be declared legally installed if social parts
representing a majority of the issued and paid in capital with voting
rights of the Company are present or represented. No resolution on any
issue described in Article Fifteenth of these bylaws shall be passed
without the affirmative vote of all of the holders of the Sub Series
A-1 social parts and the Sub-Series B-1 social parts.
(l) Once it has been verified that the required quorum exists, the person
who presides shall declare the Members' Meeting legally installed.
Additional matters may be added to the agenda for a Members' Meeting
only if approved by holders of one hundred percent of the fully
subscribed and paid social parts with voting rights on that additional
matter.
(m) The members have the right to give one vote for each $100.00 (One
hundred and 00/100 pesos, Mexican Currency) paid, represented by their
social parts at any Members' Meeting or on any resolution of the
Members for which a Members' Meeting is not required, provided that the
Series corresponding to such social parts have voting rights for the
matter to be voted
(n) Except as otherwise provided in these bylaws, resolutions of a Members'
Meeting legally installed shall be valid when adopted by majority vote
of the social parts with voting rights present or represented therein.
Any resolution regarding the issues set forth in Article Fifteenth of
these bylaws shall be valid only if adopted by the favorable vote of
all of the members holding Sub-Series A-1 and Sub-Series B-1 social
parts.
(o) Any resolution with respect to any of the matters relating to Article
Fifteenth of these bylaws, as well as any other resolution that
correspond by law to the Members' Meeting adopted by the unanimous vote
of the members with voting rights on the specific issue to be resolved
outside a meeting, shall be valid and have the same force and effect as
a resolution adopted at a Members' Meeting, subject to written
confirmation by the members with voting rights on the specific issue to
be resolved. The proponent of a resolution that would otherwise require
a Members' Meeting may send in writing to each member the text of the
proposed resolution for its approval. Said text shall be delivered to
each member on the same terms set forth for convocations of Members'
Meetings. The document in which written confirmation of each member is
recorded must be sent to the Chairman or to the Secretary of the Board
of Managers of the Company, who shall transcribe the respective
resolutions in the corresponding minute book and shall certify that
said resolutions were adopted pursuant to that set forth in this
Article Sixteenth. If the Company does not receive the written vote of
a member within thirty (30) calendar days following the date of
delivery or sending of said text, it shall be deemed it has voted
against the proposed resolution. All costs for sending the text and for
the votes shall be for the account of the Company. In all cases, the
provisions of the second paragraph of Article 82 of the General Law of
Commercial Companies shall also be applied.
(p) The minutes for each Members' Meeting and for each member resolution
that does not require a Members' Meeting shall be prepared and
transcribed properly in the Minute Book
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which shall be signed at least by the persons that acted as Chairman
and Secretary of the Members' Meeting or by the Chairman or the
Secretary of the Board of Managers in the case of a resolution of the
members that does not require a Members' Meeting. If for any reason a
Members' Meeting duly called was not held, this fact and the reason why
it was not held shall be recorded in the Minute Book.
CHAPTER V
ADMINISTRATION OF THE COMPANY
ARTICLE SEVENTEENTH.
(a) Except for those matters expressly reserved by the law to the Members'
Meeting, the administration of the Company shall be the responsibility
of a Board of Managers who shall have the authority necessary to effect
the actions to fulfill the corporate purpose.
(b) The Board of Managers of the Company shall be composed of ten (10)
Managers, six (6) of whom shall be appointed by the holders of
Sub-Series A-1 social parts and four (4) of whom shall be appointed by
the holders of Sub-Series B-1 social parts.
(c) The Board of Managers shall elect one Manager to serve as Chairman and
one Manager to serve as Vice Chairman, provided that if the Chairman is
selected from among the Managers nominated for such positions by the
Sub-Series A-1 social parts, then the Vice Chairman shall be selected
from among the Managers nominated for such position by the Sub-Series
B-1 social parts, and vice-versa. Managers may or may not be members.
The offices of the Managers shall have the names that the Members'
Meeting determines.
(d) Up to ten (10) alternate Managers may be appointed, six (6) of whom may
be appointed by the holders of Sub-Series A-1 social parts and four (4)
of whom may be appointed by the holders of Sub-Series B-1 social parts.
The alternate Managers shall be entitled to substitute in the absence
of any of the Managers appointed by the same Sub-Series that elected
them.
(e) Also, the Board of Managers shall elect among its members a Secretary,
an Assistant Secretary and a Pro-Secretary. In any case both the
Secretary and the Assistant Secretary shall be appointed by the same
Sub-Series of Managers that had elected the Vice-Chairman.
The appointment of the Pro-Secretary shall be from among the Managers
that were elected by the same Sub-Series to which the Chairman belongs.
The absences of the Secretary in the Members' Meetings or in the
Meetings of the Board of Managers shall be substituted by the Assistant
Secretary, and only when he/she is also absent, by the Pro-Secretary of
the Board of Managers.
(f) All Managers shall remain in office until their respective replacements
have been elected and assumed office in accordance with the terms of
these bylaws.
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(g) Any Manager may be removed from office at any time, with or without
justified cause, by resolution at a Members' Meeting being necessary
the affirmative vote of the holders of the Sub-Series of social parts
that appointed such Manager.
(h) Except by resolution adopted by the Members' Meeting under Article
Fifteenth of these bylaws on the contrary, no Manager shall have the
right to payment or remuneration by the Company, including fees for
advice or any other reason based on his/her participation on the Board
of Managers or performance of such Manager's duties.
(i) The Chairman of the Board shall assure compliance with these bylaws,
with the regulations of the Company, and with the proper execution of
the resolutions adopted by the Members' Meeting or the Board of
Managers. The Chairman shall not have the tie-breaking vote in the
event of a deadlock.
(j) The managers for special representation to which the Board of Managers
agrees to grant powers-of-attorney under Article Twenty First, shall
have the legal representation of the Board of Managers before any
individual or corporate person, or before any kind of authority of any
order or degree, whether municipal, state or federal, tax, judicial,
civil, criminal, administrative, labor, or any other kind, in all
disputes, arbitration, and suits in which the Company be party, and
they shall have the powers set forth in Article Nineteenth of these
bylaws. Consequently, the Chairman, the Secretary, the Pro-secretary,
the Assistant Secretary and the other members of the Board of Managers
are not authorized to represent the Board or the Company in any
dispute, arbitration or suit in which the Company is a party.
ARTICLE EIGHTEENTH. The Board of Managers shall have the broadest powers to
enter into all contracts and to carry out all acts and operations that under the
law or these bylaws are not expressly reserved to the Members' Meeting, to
administer and to direct the business of the Company to fulfill the corporate
purpose of the Company, and to legally represent the Company before any person
and judicial, criminal, civil, labor or administrative authority, whether
federal, state, or municipal, with authority as broad as is available under law,
including without limitation those referred to in the following points, with the
exception of the powers delegated to the managers for special representation
which are referred to in Article Nineteenth of these bylaws:
(a) To administer the corporate property and business, with a broad power
of attorney for administration pursuant to Article Two Thousand Five
Hundred and Fifty-Four (2554), second paragraph, of the Federal
District Civil Code and its correlatives in the place where exercised;
(b) To exercise acts of dominion with respect to the personal and real
property of the Company or its real or personal rights, pursuant to the
third paragraph of Article Two Thousand Five Hundred Fifty-Four (2554)
of the Federal District Civil Code and its correlatives in the place
where exercised;
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(c) To administer the business of the Company and its real and personal
property with a general power of attorney for lawsuits and collections
with all general powers and including the specific powers which
pursuant to law require a specific clause or power of attorney,
pursuant to the first paragraph of Articles Two Thousand Five Hundred
Fifty-Four (2554) and Two Thousand Five Hundred Eighty-Seven (2587) of
the current Federal District Civil Code and its correlatives in the
other states of the Mexican Republic or abroad where it may be
exercised, and therefore it shall represent the Company before any
individual or corporate person, or before all kinds of authorities of
any order and degree, whether they be municipal, state or federal, tax,
judicial, civil, criminal, administrative, or any other kind, before
all kinds of conciliation boards and conciliation and arbitration
boards, whether federal or local, and the other labor authorities and
before arbiters and arbitrators;
(d) File criminal complaints, claims and accusations and grant the pardon
to which Article Ninety-Three (93) of the Federal Criminal Code in
effect and its correlatives in the place where it is exercised, to
assist the Public Prosecutor as civil party, and to demand reparation
of harm from a crime;
(e) File and withdraw all claims, suits, objections, motions, petitions,
appeals, ordinary or extraordinary, actions and proceedings whether
civil, commercial, criminal, administrative, disputes and labor,
including filing amparo [constitutional relief] suits and withdrawing
them;
(f) Assign goods, compromise, receive payments, file bids, overbid and
raises in public sales, assume commitments in arbitration;
(g) Draw, accept, endorse, grant and guarantee, or in any other way
subscribe credit instruments pursuant to Article Ninth (9th) of the
General Law of Credit Operations and Instruments;
(h) Contract or grant loans, giving or receiving the corresponding
guarantees; issue bonds/obligations with or without specific guaranty;
accept, draw, endorse and guarantee all kinds of credit instruments,
and give bonds or guarantees of any kind, with respect to the
obligations contracted by the Company or the instruments issued or
accepted by third persons;
(i) Contribute personal and real property to other corporations and
subscribe shares or take participation or corporate interests in other
companies;
(j) Name and remove managers, officers and attorneys-in-fact as may be
necessary for proper attention to corporate matters, indicating to them
their powers, duties and remuneration;
(k) Grant and revoke such powers of attorney as are deemed suitable, with
or without right to delegate, being able to grant therein the powers
that these bylaws confer on the Board of Managers, as applicable
conserving their exercise;
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(l) Decide on all matters that refer to the acquisition or sale by the
Company of shares, bonds, or securities, to the participation of the
Company in other companies or corporations, and to the acquisition,
construction or sale of real estate;
(m) Execute the resolutions of Members' Meetings, delegate its duties to
any of the Managers, corporate officers, or attorneys-in-fact
designated therefore, in order that they exercise them in the case or
cases and in the terms and conditions that the Board indicates;
(n) Determine disbursements;
(o) Prepare the financial statements;
(p) Call Members' Meetings; and
(q) Generally, effect all acts and operations that may be necessary or
convenient for the purpose of the Company, excepting those expressly
reserved by the law or these bylaws to the Members' Meeting.
The Members' Meeting may limit or regulate said powers. No member of the Board
of Managers may exercise, jointly or severally, any of the powers of attorney
set forth in this Article Eighteenth except when expressly authorized by the
Board of Managers or the Members' Meeting. Managers and alternate Managers of
the Board shall not have the power to take or provide depositions on behalf of
the Company in a court of competent jurisdiction or before any applicable
regulatory authority.
ARTICLE NINETEENTH. The legal representation of the Company and the legal
representation of the Board of Managers is conferred on the managers for special
representation, in order that they appear without distinction before any
corporate or individual person, or before any kind of authority of any order and
degree, whether municipal, state or federal, tax, judicial, civil, criminal,
administrative, labor or of any other kind, to defend the interests of the
Company in all disputes, arbitration, and suits in which the Company is a party.
In exercise of their duties, the managers for special representation shall have
joint or several exercise of the following powers:
(a) A general power of attorney for lawsuits and collections which they may
exercise jointly or severally with all general powers and including the
specific powers which pursuant to law require a specific clause or
power of attorney, pursuant to the first paragraph of Article Two
Thousand Five Hundred Fifty-Four (2554) and Article Two Thousand Five
Hundred Eighty Seven (2587) except the power set forth in its Section
V, of the current Federal District Civil Code and its correlatives in
the other states of the Mexican Republic or abroad where it may be
exercised, and therefore they shall represent the Company before any
individual or corporate person, or before all kinds of authorities of
any order and degree, whether they be municipal, state or federal, tax,
judicial, civil, criminal, administrative or any other kind, being able
to file and withdraw from all kinds of suits, actions and procedures,
whether civil, commercial, criminal, administrative dispute and labor,
including filing amparo suits and withdrawing from them, give and
respond to depositions, compromise, receive payments, file bids,
overbid and raise in public sales,
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commit in arbitration, file and prosecute suits, motions, petitions and
appeals, ordinary or extraordinary, object, file criminal claims,
complaints and accusations and grant the pardon to which Article
Ninety-Three (93) of the Federal Criminal Code and its correlatives in
the places where it is exercised, to assist the Public Prosecutor as
civil party, and to demand the reparation of harm from a crime, being
authorized to sign as many public or private documents as appropriate
for full performance of this power of attorney.
(b) Administer the labor relations of the Company, and thus they may
without distinction enter into, rescind, amend, and terminate
individual and collective labor agreements, establish and change
working conditions, issue internal work regulations, and generally,
appear before private interests and all labor authorities, particularly
before those described in Article Five Hundred Twenty-Three (523) of
the Federal Labor Law, as well as before the National Workers' Housing
Fund Institute (INFONAVIT), the Mexican Social Security Institute
(IMSS), and the Workers' Consumption Development and Guaranty Fund
(FONACOT), to carry-out all actions and procedures necessary for
resolution of matters that may arise for the Company, in which they
shall appear in the capacity of representatives pursuant to Article
Eleven (11) of the Federal Labor Law, which provides: "The directors,
administrators, managers, and other persons who exercise administrative
direction functions in companies or establishments shall be deemed
representatives of the employer and as such bind in its relations with
the employees." In consequences in relation to those matters, they may
exercise the aforesaid powers, that is, appear in the capacity of
administrators and therefore as representatives of the Company pursuant
to Articles Eleven (11), Six Hundred Ninety-Two (692), Section Second,
Seven Hundred Eighty-Six (786) and Eight Hundred Seventy-Six (876) of
the Federal Labor Law, as well as appear at conciliation hearings to
which the Company may be summoned by the Conciliation and Conciliation
and Arbitration Boards, with all general powers and the specific powers
that pursuant to law require a specific clause or power of attorney.
(c) To appear without distinction in representation of the Company at
conciliation proceedings before the Federal Consumer Protection Agency
and its regional offices in the Mexican Republic, being duly empowered
therefore, being able to realize all kinds of actions and procedures in
relation to the matters in which the Company has an interest, being
empowered to subscribe any act or document that may correspond.
(d) A general power of attorney for acts of administration pursuant to the
second paragraph of Article Two Thousand Five Hundred and Fifty-Four
(2554) of the Federal District Civil Code and its correlatives in the
place where exercised, with all general powers and specific powers that
pursuant to law require a specific clause or power of attorney, which
they may exercise jointly or severally.
ARTICLE TWENTIETH.
(a) The Board of Managers shall meet in the corporate domicile of the
Company or such other place as the Board of Managers may determine at
least once a year. The meetings may be summoned by the Chairman or the
Vice-Chairman of the Board.
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(b) The meetings shall be called by certified mail, telefax with reply
notice, messenger delivery or courier or any other means that assures
the receipt thereof to the domicile or telex or telefax number that the
Managers have informed in writing for such purpose, at least ten (10)
days before the date of the meeting and shall contain the agenda, the
date, place and time of the meeting, and shall be signed by the person
making such call. Managers having their domicile abroad may provide
second domicile or telex or telefax number in Mexico to which a copy of
the convocation shall be sent.
(c) When all the members of the Board of Managers are present and agree to
the agenda, it shall not be necessary to comply with the formalities
for a call referred to in the previous paragraph.
(d) The meetings of the Board of Managers shall consider and adopt
resolutions only in connection with the items on the agenda. Other
issues may be included in the agenda of the first call at the petition
of any Manager, provided such inclusion is unanimously approved by the
Managers present, in second or more calls, the agenda of the first call
may not be modified.
(e) There shall be a quorum on any meeting of the Board of Managers
assembled as a result of a first call, when the majority of the members
are present, provided that at least among those present are two
Managers appointed by the holders of Sub-Series A-1 social parts and
two Managers appointed by holders of Sub-Series B-1 social parts. In
second or more calls, there shall be a quorum and the session may be
legally installed if the majority of the members of the Board of
Managers are present.
(f) Each Manager shall be entitled to one vote and the Chairman shall not
have the tie-breaking vote in the event of a deadlock.
(g) The resolutions of the Board of Managers shall be valid if adopted by
the affirmative vote of at least the majority of the Managers present.
In case of a deadlock in any of the issues mentioned in Article Twenty
First the issue shall be resolved according to Article Thirty First of
these bylaws.
(h) However, the affirmative vote of at least two Managers appointed by the
holders of Sub-Series A-1 social parts and two Managers appointed by
the holders of Sub-Series B-1 social parts shall be required for the
resolutions adopted by the Board of Managers to be valid regarding the
issues referred to in Article Twenty-First be them of the Company or
any of its subsidiaries.
(i) Any resolution adopted by the unanimous vote of the members of the
Board of Managers shall be valid even if adopted outside a session of
such Board, subject to the written confirmation of the Managers.
ARTICLE TWENTY-FIRST.
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When the Board of Managers is convened to pass upon a resolution regarding any
of the following issues, for the resolutions to be valid the affirmative vote of
at least (i) two Managers named by the holders of Sub-Series A-1 social parts
and (ii) two Managers named by the holders of Sub-Series B-1 social parts shall
be required, whatever the number of call it is.
ONE Name and remove the Chief Executive Officer of the Company, giving him
his powers, duties and compensation. The Chief Executive Officer shall
be the highest-ranking officer and shall be in charge of the operations
and daily administration of the Company and its subsidiaries. The Chief
Executive Officer shall be responsible to the Board of Managers and the
Members' Meeting for the preparation and adequate implementation of the
Annual Budget and the Business Plan. The Chief Executive Officer shall
be nominated at the proposal of the holder of the Sub-Series A-1 social
part and appointed subject to the approval of the holder of Sub-Series
B-1 social part. The holders of the Sub-Series A-1 social parts and the
holders of the Sub-Series B-1 social parts may, by mutual agreement,
require the removal of the Chief Executive Officer, and either the
holders of the Sub-Series A-1 social parts or the holders of the
Sub-Series B-1 social parts may, with reasonable cause, require the
removal of the Chief Executive Officer of the Company, and the Board of
Managers shall abide by and be bound by such decision;
TWO Name and remove the Executive Director of Finance and Administration of
the Company ("Chief Financial Officer"), giving him his powers, duties
and compensation. The Chief Financial Officer shall be the
highest-ranking officer related to the financial operations of the
Company and shall be directly responsible for the implementation of the
Annual Budget, finance and treasury of the Company, as well as its
subsidiaries. The Chief Financial Officer shall be responsible to the
Board of Managers and the Members' Meeting for the preparation and
adequate implementation of the Annual Budget and the Business Plan. The
Chief Financial Officer shall be nominated at the proposal of the
holders of the Sub-Series A-1 social parts and appointed subject to the
approval of the holders of Sub-Series B-1 social parts. The holders of
the Sub-Series A-1 social part and the holders of the Sub-Series B-1
social parts may, by mutual agreement, require the removal of the Chief
Financial Officer, and either the holders of the Sub-Series A-1 social
parts or the holders of the Sub-Series B-1 social parts may, with
reasonable cause, require the removal of the Chief Financial Officer of
the Company, and the Board of Managers shall abide by and be bound by
such decision;
THREE The selection of local distributors and the terms of the contracts with
such distributors, or the approval of a general scheme of distribution,
and any modifications thereof other than (i) matters provided for in
any Annual Budget, and (ii) day to day operating decisions considered
by the Board to be within the management responsibility of the Chief
Executive Officer;
FOUR The acceptance of pricing, composition of service packages, and other
material terms relating to the distribution of any subscription
programming services and channels through public telecommunications
networks to provide restricted television services through satellites,
other than (i) matters provided for in any Annual Budget, (ii) day to
day operating decisions considered by the Board to be within the
management responsibility of
17
the Chief Executive Officer, and (iii) with respect to programming as
approved by the Board of Managers or a committee thereof under this
Article Twenty-First or as contemplated by any agreement entered into
by the holders of the Sub-Series A-1 and Sub-Series B-1 social parts,
in any other document;
FIVE The entering into of any contract (i) having a term in excess of three
years, or (ii) if the aggregate amount expected to be paid thereunder
by the Company or any of its subsidiaries exceeds U.S. $1,000,000.00
(One million and 00/100 dollars U.S. Currency), or its equivalent in
Mexican Currency, except for agreements (x) considered by the Board to
be in the ordinary course of business, (y) provided for in any Annual
budget or (z) with respect to programming approved by the Board of
Managers or a committee thereof under this Article Twenty-First or
contemplated by any agreement entered into by the holders of the
Sub-Series A-1 and Sub-Series B-1 social parts;
SIX (i) The incurrence of any indebtedness for borrowed money by the
Company or any of its subsidiaries, including without limitation, the
issuance of guaranty in respect of indebtedness for borrowed money and
the drawing, accepting, endorsing, granting, guaranteeing, or otherwise
subscribing of credit instruments pursuant to Article Ninth (9th) of
the General Law of Credit Obligations, (ii) the granting of loans by
the Company or any of its subsidiaries, or (iii) the creation or
allowance of any encumbrance on the assets of the Company or any of its
subsidiaries, except for the incurrence of indebtedness, granting of
loans or creation or allowance of any encumbrance which is (x) provided
for in any Annual Budget, or (y) in an aggregate amount in a single
transaction or series of related transactions not in excess of U.S.
$1,000,000.00 (One million and 00/100 dollars U.S. Currency), or its
equivalent in Mexican Currency;
SEVEN The sale, in any manner whatsoever of assets of the Company or the
Company's subsidiaries, other than (i) sales considered by the Board to
be in the ordinary course of business, (ii) sales provided for in any
Annual Budget, or (iii) sales of obsolete equipment or obsolete assets
having an aggregate value not in excess of $100,000.00 (One hundred
thousand and 00/100 dollars U.S. Currency), or its equivalent in
Mexican Currency;
EIGHT The purchase, lease or other acquisition of any asset, in a single
transaction or series of related transactions, resulting in the Company
or its subsidiaries disbursing in the aggregate an amount in excess of
US$1,000,000.00 (One million 00/100 dollars U.S. Currency), or its
equivalent in Mexican Currency, except for acquisitions provided for in
any Annual Budget.
NINE The acquisition of, investment in, or merger or joint venture with, any
other corporation or entity which is not a wholly owned subsidiary of
the Company, by the Company or any of its subsidiaries, except as
provided for in any Annual Budget;
TEN The commencement or settlement by the Company or any of its
subsidiaries of any suit, action or other proceeding, including any tax
controversy, as well as the determination over any conciliation or
settlement involving amounts in excess of U.S. $100,000.00 (One
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hundred thousand and 00/100 dollars U.S. Currency), or its equivalent
in Mexican Currency;
ELEVEN The appointment or dismissal of the Company's or its subsidiaries'
external auditors as well as the adoption or modification of any
material accounting or tax principle or practice of the Company or any
of its subsidiaries, other than any appointment, dismissal, adoption or
modification which is a contemporaneous appointment, dismissal,
adoption or modification made by the Parent Entity of the holder of the
Sub-Series A-1 social parts;
TWELVE (i) The approval of legal counsel for the Company and/or any of its
subsidiaries proposed by the Chief Executive Officer prior to
appointment of such counsel, and (ii) the dismissal of legal counsel
for the Company and/or any of its subsidiaries, it being understood
that the Chief Executive Officer shall also have the power to dismiss
legal counsel for the Company or any of its subsidiaries;
THIRTEEN The making of any decision regarding the settlement or consent of a
proposed tax audit adjustment of the Company or any of its subsidiaries
involving amounts in excess of U.S. $100,000.00 (One hundred thousand
and 00/100 dollars U.S. Currency) or its equivalent in Mexican
currency;
FOURTEEN The approval of the location of the principal office of the Company and
each of its subsidiaries;
FIFTEEN The entering into agreements or transactions between the Company or any
of its subsidiaries, and any of the members of the Company, or any of
the member's respective affiliates, except for agreements or
transactions provided for in any Annual Budget and, with respect to
programming, except as approved by the Board of Managers or a committee
thereof under this Article Twenty-First or as contemplated by any
agreement entered into by the holders of the Sub-Series A-1 and
Sub-Series B-1 social parts;
SIXTEEN The approval of any decision upon any of the issues of Article
Fifteenth of these bylaws regarding any of the Company's subsidiaries;
SEVENTEEN The approval of the Business Plan and any material amendment thereto
("Business Plan" means the initial business plan and projections of the
Company heretofore approved by each of the Members, and all amendments
thereto which have been approved in accordance with Article
Twenty-First of these bylaws);
EIGHTEEN The approval of the Annual Budget and any amendment thereto ("Annual
Budget" means the initial annual budget for the Company which is
contained in the Business Plan and each subsequent annual budget
approved in accordance with Article Twenty-First of these bylaws or as
contemplated by any agreement entered into by the holders of the
Sub-Series A-1 and Sub-Series B-1 social parts);
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NINETEEN The approval of any material waiver or amendment of any provision of
any agreement requiring approval of the Board under Article
Twenty-First of these bylaws;
TWENTY The incorporation, formation, acquisition or organization by the
Company or any of its subsidiaries of a subsidiary or any operating
venture;
TWENTY ONE The filing by the Company or any of its subsidiaries of a voluntary
petition of bankruptcy or reorganization;
TWENTY TWO The granting or revocation of powers of attorney; and
TWENTY THREE The entering into of any written or oral consulting agreement (or
series of related consulting agreements) which (i) is not entered into
with a third party on an arms' length basis, (ii) has a term of more
than one year or (iii) provides for (or, pursuant to its terms could
reasonably be expected to result in) payments by the Company or its
subsidiaries of any aggregate amount in excess of $250,000.00 (Two
Hundred Fifty Thousand and 00/100 dollars U.S. Currency), or its
equivalent in Mexican Currency.
ARTICLE TWENTY SECOND.
The Executive Committee of the Board of Managers referred to in Article
Fifteenth of these bylaws shall approve the resolutions it considers
appropriate in the time elapsed between Board of Managers Meetings.
a) The powers of the Executive Committee of the Board of Managers shall be
the same that Article Eighteenth of these bylaws grants to the Board of
Managers, exception made of section p) of said Article, that is, it may
not call Members' Meetings.
b) For the operation, quorum, voting and approval of resolutions by the
Executive Committee Articles Seventeenth, Eighteenth, Twentieth and
Twenty First of these bylaws shall apply, except that the Executive
Committee shall have four members and up to four alternate members
appointed by the holders of Series A-1 social parts and three members
and up to three alternate members appointed by the holders of Series
B-1 social parts.
CHAPTER VI
FISCAL YEAR, FINANCIAL INFORMATION AND RESERVES
ARTICLE TWENTY-THIRD. Fiscal years of the Company shall run from the first of
January to the thirty-first of December of each year, except for the first
fiscal year, which shall run from the date of incorporation to the thirty-first
of December of such year.
ARTICLE TWENTY-FOURTH. Within three months following the close of each fiscal
year, a report shall be prepared by the Board of Managers which shall contain at
least the financial information set forth below, certified by an independent
external auditing firm of international standing appointed in accordance with
Article Twenty-First of these bylaws, applying the Mexican generally accepted
accounting principles, with an addendum reconciling these figures to United
20
States generally accepted accounting principles and information to reconcile
these figures to Australian generally accepted accounting principles;
(a) A statement that shows the financial position of the Company at the
closing date of said fiscal year;
(b) A statement that shows the profits and losses obtained by the Company
during the fiscal year, duly explained and categorized;
(c) A statement that shows any changes that have occurred in the financial
position during the fiscal year;
(d) A statement that shows any changes in the entries that compose the
corporate assets that may have occurred during said fiscal year; and
(e) All notes necessary to complete and clarify the information contained
in the preceding subparagraphs.
CHAPTER VII
PROFITS AND LOSSES
ARTICLE TWENTY-FIFTH. The founding Members shall not have any special
participation in the profits.
The net earnings for each fiscal year shall be distributed as follows:
(a) five percent to establish, and if necessary, reconstitute the legal
reserve fund until it equals at least twenty percent of the capital;
(b) if so determined by the Members' Meeting, such capital reserves as
deemed appropriate may be created or increased; and
(c) the remaining earnings, if any, shall be distributed as determined by
the Members' Meeting.
ARTICLE TWENTY-SIXTH. Losses, if any, shall be provided for first by capital
reserves and in the absence thereof in the form that the Members' Meeting deems
appropriate
CHAPTER VIII
DISSOLUTION AND LIQUIDATION OF THE COMPANY
ARTICLE TWENTY-SEVENTH. The Company shall be dissolved upon the occurrence of
any of the following events:
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(a) If any of the members withdraws from the Company, unless at least two
members remain in the Company;
(b) If the Company's term of corporate existence, referred to in Article
Third of these bylaws, expires and it is not extended;
(c) If the Company cannot continue to fulfill its corporate purpose;
(d) By resolution taken at a Members' Meeting; and
(e) The loss of two-thirds of the Company's corporate capital, unless
increased to off-set such required amount, provided, however, that the
dissolution may only occur if a Members Meeting or a competent court,
by final resolution, orders the dissolution of the Company, and,
provided further, that no person may request the dissolution of the
Company unless such person is an interested party. The following
persons and entities shall be deemed as interested parties: (i) members
of the Company, (ii) creditors of the Company whose debts have
defaulted and (iii) creditors who can evidence that the Company will
not be able to satisfy its debts as they become due.
ARTICLE TWENTY-EIGHTH. Once the Company has been dissolved, it shall be placed
in liquidation. The Members' Meeting shall appoint two liquidators - one
appointed by the holders of Sub-Series A-1 social parts and one appointed by the
holders of Sub-Series B-1 social parts. The Members' Meeting may appoint
alternate liquidators if it so deems proper. Said liquidators shall have the
powers that the authorities or the law grant to them or as determined by the
Members' Meeting that appoints them.
ARTICLE TWENTY-NINTH. The liquidators shall effect the liquidation in accordance
with the terms and conditions determined by the Members' Meeting that appoints
them. In the absence of express instructions from the Members' Meeting, the
liquidators shall proceed to:
(a) Conclude any business in the form they consider most suitable;
(b) Cover all credits and pay all debts, selling any property of the
Company that they consider necessary for this purpose;
(c) Prepare the general balance sheet for liquidation; and
(d) Once the general balance sheet for liquidation is approved, any liquid
assets shall be distributed among all of the members in proportion to
their respective participation in the capital.
ARTICLE THIRTIETH. Any Members' Meeting held during the liquidation shall be
governed by the provisions of these bylaws and the liquidators shall have the
duties equivalent to the Managers during the ordinary existence of the Company.
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ARTICLE THIRTY FIRST. When the Members' Meeting is unable to decide any matter
to be decided by the Members' Meeting pursuant to Article Fifteenth of these
bylaws or the Board of Managers is unable to decide any matter to be decided by
the Board of Managers pursuant to Article Twenty-First of these bylaws, the
following provisions shall apply:
(a) When the disagreement is sustained at two consecutive meetings of the
members or of the Board of Managers at which votes are taken on the
same decision, the members or the Managers, as the case may be, shall
consult in good faith on a regular basis with respect to such
disagreement for a period of 60 days, and if the disagreement remains
unresolved at the end of such 60 day period, the Chairmen of the Parent
Entities (as defined below) of the members holding Sub-Series A-1 and
Sub-Series B-1 social parts shall consult with each other in good faith
on a regular basis with respect to such disagreement including at least
one personal meeting, during the 120-day period following the 60-day
period.
(b) During the pendency of any such disagreement, (i) the Chief Executive
Officer shall continue to have authority to manage the day-to-day
operations of the Company and its subsidiaries in a manner as to permit
the Company and its subsidiaries to continue to meet their obligations
and carry on their businesses, and (ii) if such a dispute results in
the failure to adopt a proposed Annual Budget or Business Plan before
the beginning of the fiscal year to which such business plan relates,
the portion of the then most recently approved Annual Budget or
Business Plan that relates to the same subject matter as to which such
dispute relates, shall apply and otherwise the provisions of the
proposed Annual Budget or Business Plan as to which there is no dispute
shall apply.
(c) "Parent Entity" means (i) with respect to the holder of the Sub-Series
A-1 social part, Grupo Televisa, S.A., a Mexican corporation, (ii) with
respect to the holder of the Sub-Series B-1 social part, The News
Corporation Limited, an Australian corporation (iii) with respect to
the holder of Sub-Series B-2 social part, Liberty Media International,
Inc., a Delaware, United States of America corporation, and (iv) with
respect to any person admitted as a member of the Company after the
date hereof, either such person or any controlling affiliate of such
person, as may be determined by the remaining members, at the time such
person is admitted as a member of the Company.
ARTICLE THIRTY-SECOND. For all matters not expressly provided in these bylaws,
the provisions of the General Law of Commercial Companies, the
Commercial Code, and the Federal District Civil Code shall be applied.
23