EXHIBIT 3.12
[SEAL] [SEAL] PAPEL NOTARIAL [SEAL]
CF NO. 351421
ESC. MARIA NILDA ACHE PUNALES - 07653/4
TRADUCTORES PUBLICOS ASOCIADOS
Rincon 487 - Piso 4
Tel.: 915 3170 - Fax: 915 3855
TRANSLATION No. 270/2004. FIRST AUTHORIZED COPY OF BY-LAWS AND ATTACHED
DOCUMENTS.
/Document issued on eight linked Notarial Stamped Paper Sheets Series Cb Number
563616 to 563622 and 251521, and an attached sheet. Pages one to eight bear a
watermark of the Uruguayan Coat of Arms. On the top of each page there stand a
hologram seal, the Uruguayan Coat of Arms and a round emblem bearing a Latin
text. On the top of each page, it reads:/
NOTARIAL STAMPED PAPER SHEET
GLORIA RAQUEL STRATTA MARINO, NOTARY PUBLIC - 06984/7.
/Page One:/
/On the upper right hand corner, handwritten (photocopy):/ 1.
/On the bottom left hand corner, there stand two illegible signatures
(photocopy)./
AIN /Auditoria Interna de la Nacion/ - National Internal Auditing Office. --
B No. 015296.
MINUTE: In the city of Montevideo, on the twenty-first day of July of the year
two thousand and three, Mr. FERNANDO JUAN CASTAGNO SCHICKENDANTZ, Uruguayan
citizen, of legal age, married in a first and only marriage to Rosina Bonifacio,
holder of identity card number 1.562.158-8, and Ms. JANINE GOMEZ SUAREZ,
Uruguayan citizen, of legal age, single, holder of identity card number
2.924.634-0, both domiciled to the purposes herein at Circunvalacion Durango
1429/2D, Montevideo, hereby resolve to approve the following
By-laws.
ARTICLE 1. NAME - TERM OF DURATION - DOMICILE. The above mentioned persons
hereby incorporate a Corporation under Law 11,073, especially Section 7 thereof,
which they call MASSENA PORT
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S.A. Its term of duration shall be one hundred years as from today. Its domicile
shall be in MONTEVIDEO and any special domiciles and branches may be established
either in the country or abroad.
ARTICLE 2. OBJECT. The corporation shall carry out the following activities
abroad: A) Investments in certificates, bonds, shares, warrants, debentures,
bills and similar documents. B) Importation, exportation, commission agencies,
agencies, mandates, financial operations, agricultural activities, insurance and
reinsurance. C) Exploitation of marks, patents, industrial privileges and
similar incorporeal goods. D) Commercial and industrial operations in the fields
and annexes thereto of: foodstuffs, automotive industry, communications,
electronics, computer science, wood, machines, metallurgy, paper, fishing,
chemistry, professional services, television, textiles, transportation, tourism
and clothing. E) Participation in, incorporation or acquisition of, companies
operating in the above mentioned items. F) All sorts of operations concerning
real property. The corporation shall carry out in the country any activity
allowed by the regime by which it is bound.
/At the foot of the page, there appears reference to the printing office./
/Overleaf:/
ARTICLE 3. CAPITAL AND SHARES. The capital made up with certificates of one or
more BEARER shares of US$ 1,00 each, shall be US$ 100,000 (one hundred thousand
US dollars). The increase of the contractual capital (section 284 of Law No.
16,060 as amended by section 59 of Law 17,243 of June 29,2000) may be resolved
at an Extraordinary Shareholders' Meeting, without any need to obtain the
consent of the Public Administration. The Shareholders' Meeting may delegate on
the Board of Directors or the Administrator, as the case may be, the time of
issuance, the
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manner and conditions of payment.
ARTICLE 4. Shareholders shall have preference in the subscription and payment of
shares in proportion to the shares they own.
ARTICLE 5. SHAREHOLDERS' MEETINGS. Shareholders' Meetings shall consist of
shareholders, who shall meet under the provisions established by law and the
corporate agreement, at the Principal Office of the corporation or in any other
place within the same district. Their resolutions regarding those matters that
are assigned to them, shall bind all the shareholders, even the dissident or
absent ones. They must be executed by the Administration Body.
ARTICLE 6. Types. Meetings shall be Ordinary, Extraordinary or Special.
ARTICLE 7. Competence of Ordinary Meetings. It shall be the duty of the Ordinary
Shareholders' Meeting to take into consideration and resolve upon the following
matters: 1) Balance Sheet (general accounting statement and income statement),
earnings distribution project, Special Auditor's or Fiscal Committee's
memorandum and report, and any other action concerning the management of the
corporation which should be assigned to them in accordance with the law and with
these By-laws, or all matters that the Administrator or the Board of Directors,
and the Fiscal Committee or the Special Auditor may submit for their
consideration. 2) Appointment or removal of the Administrator, the Directors,
the Special Auditors or the members of the Fiscal Committee and determination of
the remuneration thereof. 3) Responsibilities of the Administrator, or the
Directors, the Special Auditor or the members of the Fiscal Committee.
ARTICLE 8. Competence of Extraordinary Meetings. It shall be the duty of the
Extraordinary Shareholders' Meeting to resolve upon any matters whatsoever not
assigned to the Ordinary Shareholders' Meeting and
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especially: 1) Any amendment of these By-laws. 2) Capital increase in the case
provided for by section 284. 3) Repayment of capital.
/Page two:/
/On the upper right hand corner, handwritten (photocopy):/2.
/On the bottom left hand corner, there stand two illegible signatures
(photocopy)./
4) Redemption, reimbursement and repayment of shares. 5) Merger, transformation
and corporate break-up. 6) Dissolution of the corporation, appointment, removal
and remuneration of the liquidator or liquidators and other cases provided for
by section 179. 7) Issue of debentures and bonds and their conversion into
shares. 8) Limitations to, or suspensions of, the pre-emptive right in
accordance with section 330. It shall also be the duty of the Extraordinary
Shareholders' Meeting to resolve upon any matters whatsoever that, having been
assigned to the Ordinary Shareholders' Meeting, should have to be urgently
resolved.
ARTICLE 9. CALL AND CONSTITUTION OF THE MEETING. OPPORTUNITY AND TERM. a)
ORDINARY SHAREHOLDERS' MEETINGS shall be held within the period of one hundred
and eighty days following the closing date of the fiscal year. EXTRAORDINARY
SHAREHOLDERS' MEETINGS shall be held at any time deemed necessary or expedient.
b) They shall be called by the Administration or Control Body. Shareholders
representing at least 20% of the paid-up capital may request such bodies to call
an Extraordinary Meeting. The request shall state the business to be taken into
consideration. The Administration or Control Body shall call the Meeting to be
held within a maximum term of 40 days as from the date on which the request is
received. Should the aforementioned bodies fail to do so, the call may be made
by any Director or by any member of the Fiscal Committee or
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by the state control body or judicially. If the corporation is in liquidation
the call shall be made by the Liquidation Body. If it fails to do so, it shall
be called by the method described above. c) The notice for the Meeting shall be
published during at least three days in the Official Gazette and in another
newspaper, at least 10 working days, but not more than 30 consecutive days,
before the date of the Meeting. The call shall include the nature, date, venue,
time and agenda of the Meeting. In SECOND CALL, should the first one fail,
meetings shall be held within 30 consecutive days following the first Meeting,
and publications shall be made equal to those of the first call. Nonetheless,
both calls may be made simultaneously and the Meeting in second call may be held
the same day, one hour later.
ARTICLE 10. Unanimous Meeting. Meetings may be held without any previous
publication of the call, when shareholders representing the total paid-up
capital attend the Meeting.
ARTICLE 11. In order to attend the meetings, shareholders shall have to deposit
with the corporation, either their shares or a certificate of deposit issued by
/At the foot of the page, there appears reference to the printing office./
/Overleaf:/
a financial intermediation entity, by a stock broker, by a judicial receiver or
by other persons, in which case the pertinent notarial certification shall be
required. The corporation shall deliver the corresponding receipts to them,
which shall be used for their admission to the Meeting. The register of
shareholders shall be opened five working days before the Meeting and shall be
closed at the beginning thereof. Each share entitles to one vote.
ARTICLE 12. Shareholders may act by proxy at the meetings. The Administrators,
Directors, Special Auditors, members of the Fiscal
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Committee, managers and other employees of the corporation may not act as
proxies. The instrument appointing a proxy may be a private document and the
signature on it must be notarised. It may be granted by a mere letter of
attorney without any signature certification, or telegram with acknowledgement
of receipt, cable, telex or fax, when it is specifically granted for a
particular meeting.
ARTICLE 13. Chairmanship of the Meetings. At every Shareholders' Meeting, the
Administrator, or the President of the Board of Directors, or his alternate,
shall chair the Meeting. In case there is no Administrator, President of the
Board of Directors, or an alternate, the Meeting shall choose one person to be
Chairman thereof. The Chairman of the Meeting shall be assisted by a Secretary
appointed by all shareholders present. When the Meeting is called by the Judge
or by the State Control Body, the Judge or the State Control Body, whichever
they are, shall appoint the Chairman of the Meeting. The corresponding minutes
shall be signed within the following five days by the Chairman and the
shareholders appointed for that purpose.
ARTICLE 14. Quorum. In first call, ORDINARY SHAREHOLDERS' MEETINGS shall be held
with the attendance of shareholders representing half plus one of the shares
with a right to vote. In second call they shall be held regardless of the number
of shareholders present. EXTRAORDINARY SHAREHOLDERS' MEETINGS shall be held in
first call with the attendance of shareholders representing 60% of the shares
with a right to vote. In second call the attendance of shareholders representing
40% of the shares with a right to vote shall be required. This quorum not being
attained, a new Meeting shall be called to consider the same agenda, which shall
be held regardless of the number of shareholders present.
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ARTICLE 15. Resolutions. The resolutions of the meetings shall be adopted by an
absolute majority of votes of the shareholders present, unless the law requires
a larger number of votes. Those shareholders who cast a blank vote or who
refrain from voting shall be deemed
/Page Three:/
/On the upper right hand corner, handwritten (photocopy):/ 3.
to have voted against the motion.
ARTICLE 16. MANAGEMENT AND REPRESENTATION. AN ADMINISTRATOR OR A BOARD OF
DIRECTORS, SHALL BE IN CHARGE OF THE MANAGEMENT OF THE CORPORATION. The
Shareholders' Meeting shall decide upon either form of management and the number
of members of the Board of Directors.
ARTICLE 17. The Administrator or the Directors shall be appointed annually at
the Shareholders' Meeting.
ARTICLE 18. The Meetings of Directors shall be called by the President or by
any two Directors; nonetheless, any Director may request the call of such
meetings, and in such case the President or any two Directors must call the
Meeting within the fifth working day after the request is received; should they
fail to do so, any Director shall be able to call a meeting. Meetings shall be
held with the attendance of half plus one of the members of the Board of
Directors, the Directors being empowered, in the event of absence, to authorize
other persons to vote on their behalf. Resolutions shall be adopted with the
vote of the majority of the members present.
ARTICLE 19. Natural persons or legal entities, shareholders or not, who are able
to carry out actions of commerce and not prohibited or disqualified thereto,
shall be appointed as Directors. Administrators or Directors may be re-elected;
they shall hold their offices up to the date in which their successors enter
into office and they shall be removed from their offices in
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the event of disability, prohibition or disqualification.
ARTICLE 20. If the Administrator or the members of the Board of Directors are
natural persons, they shall personally perform their duties. If the
Administrator or the members of the Board of Directors are legal entities, they
shall act through the person appointed by them, and they shall be entitled to
replace him/her whenever they deem it convenient.
ARTICLE 21. By unanimous vote of its members, the Board of Directors may. a)
Distribute or redistribute offices within the Board, b) Provide for any
vacancies therein, in a temporary or permanent way. Nonetheless the
Shareholders' Meeting may appoint up to three alternates per Director. The
alternates shall replace the corresponding Director, in the proper order, in the
case of temporary or permanent vacancy, for the period it may last. c)
Reasses assets.
ARTICLE 22. The Administrator, the president, or any vice-president,
/At the foot of the page, there appears reference to the printing office./
/Overleaf:/
indistinctively, or any two Directors acting jointly, shall represent the
corporation.
ARTICLE 23. The Administrator or the Board of Directors, as the case may be,
shall have unlimited powers for the management of the corporation and the
disposal of its property. By way of example, they may: a) buy, sell, mortgage,
give as a pledge, give in antichresis, lease, manage and exploit all kinds of
personal or real property. b) grant or receive loans, in compliance with the
legal provisions, with the power to receive securities from the Banco
Hipotecario /State Mortgage Bank/. c) grant general or special powers of
attorney. d) accept or grant personal or real guarantees. e) act in Court, even
with the following powers: 1) abandon the action; 2) ask and
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answer categorical questions under oath; 3) take and cause the other party to
take decisory oath, in the sole event of not having any other evidence; 4)
settle and transact; 5) submit the action to arbitration; 6) assign property or
apply for debt reductions or extensions of time, and agree upon these; 7)
expressively waive the legal recourses; 8) judicially receive the payment of
debts; f) distribute interim dividends according to the provisions of Law
16,060, to be ratified by the first Shareholders' Meeting to be held.
ARTICLE 24. SPECIAL AUDITOR'S OFFICE. Upon request of shareholders representing
20% of the paid-up capital, the Shareholders' Meeting may create the Special
Auditor's Office and appoint the holders of such office and their corresponding
or preferential alternates, even of this item is not included in the agenda. The
audit shall continue until a new Meeting resolves to discontinue it.
ARTICLE 25. The founding members acting indistinctively and until the first
Board of Directors is appointed, shall have the powers thereof. Any of the
founding members and Nancy Rodriguez, Claudia Bagoyhar, Evangelina Ortega and
Maria Marsilli, are hereby indistinctively authorized to take the necessary
steps to incorporate the corporation and make all the registrations before the
corresponding offices.
/Signed illegible (photocopy)./ FERNANDO CASTAGNO.
/Signed illegible (photocopy)./ JANINE GOMEZ.
/There stands a linking seal (photocopy), followed by an illegible signature
(photocopy) which reads:/ There follows Notarial Stamped Paper Sheet Series
/handwritten (photocopy):/ Ca Number /handwritten (photocopy):/ 981842.
/Page Four:/
/On the left margin, there stands a linking seal (photocopy), followed by an
9
illegible signature (photocopy) which reads:/ This follows Notarial Stamped
Paper Sheet Series /handwritten (photocopy):/ B Number /handwritten
(photocopy):/ 015296.
/There follows a seal (photocopy) which reads:/ Official Fee. Section
/handwritten (photocopy):/ 7. Fees $ /handwritten (photocopy):/ 8,688.
Notarial Stamp $ /handwritten (photocopy):/ 1,608.
/There follows a paraph (photocopy)./
I HEREBY CERTIFY THAT: the signatures appearing on the foregoing document are
authentic, and were placed in my presence by Mr. FERNANDO JUAN CASTAGNO
SCHICKENDANTZ, Uruguayan citizen, married in a first and only marriage to Rosina
Bonifacio Imaz, holder of identity card number 1.562.158-8, and Ms. JANINE GOMEZ
SUAREZ, Uruguayan citizen, single, holder of identity card number 2.924.634-0,
both able persons, of legal age, personally known to me, and domiciled to the
purposes herein at Circunvalacion Durango 1429/2D, of the city of Montevideo.
Upon my reading of the foregoing document, they thus executed and signed it
before me. IN FAITH WHEREOF, upon request of the interested party, and for it to
be furnished before whom it may concern, I hereby issue these presents, which I
seal, mark and sign, in the city of Montevideo, on the twenty-first day of July
of the year two thousand and three.
/There stand a mark (photocopy) and an illegible signature (photocopy) followed
by a seal (photocopy) which reads:/ RAQUEL STRATTA - NOTARY.
/There follows a photocopy of the receipt of payment of the notarial stamp:/
Total Contribution (18.5%): 1,608. Union Fund: /Blank space./ Tax on Salaries/
Blank space./ Penalty - Contribution/ Blank space./ Penalty - Tax
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ESC. MARIA NILDA ACHE PUNALES - 07653/4
on Salaries /Blank space./ TOTAL: 1,608. Number of proceedings included in the
deposit: /Blank space/. Month: 07. Year: 03. Notary: STRATTA MARINO, Gloria
Raquel. 6984. 7-1-059609. /There follows a code bar./ SNA6069847105960900000.
Payment of the stated sums does not cancel prior debts. Copy 4. /There appears
evidence of payment (photocopy)./
/Page Five:/
/On the top left hand corner, there appears a seal of the National Internal
Auditing Office (photocopy)./
/On the top right hand corner, handwritten (photocopy):/1.
I, MARCELO PEREIRA DARRIULAT, PUBLIC ACCOUNTANT, HEREBY CERTIFY THAT:
I have had before me the sheet of the Libro Diario /Day Book/ of MASSENA PORT
S.A. (being incorporated), which shall keep its accounting registers pursuant to
Decree 540/91, wherein the entries corresponding to the corporation's
incorporation are registered, which comply with the minimum pay-up and
subscription requirements established in sections 3 and 4 of Law 2,230 dated
June 2, 1893. The base documentation for the said accounting registrations is
the Treasury Bond of the Republic of Uruguay, Series 2019 of Fixed Interest, of
a nominal value of US$ 7,000, being quoted 74.53% at the Stock Exchange on the
previous working day, which means a total of US$ 5,217, the sum of US$ 5,000 is
paid up, thus contributing US$ 2,500 each of the founding members, the residue
being credited to current account and the subscription certificates of the
founding members for a value of US$ 10,000 each, dated July 21, 2003. This
certificate is issued in order to be filed before the NATIONAL INTERNAL AUDITING
OFFICE, on the twenty-first day of the month of July of the year two thousand
and three.
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/Signed illegible (photocopy)./ Marcelo Pereira Darriulat, Accountant. 42562.
/Overleaf, there stands a linking seal (photocopy) of the National Internal
Auditing Office./
/Page six:/
/On the top left hand corner, there stands a linking seal (photocopy) of the
National Internal Auditing Office./
/On the top right hand corner, handwritten (photocopy):/ 2.
AIN - National Internal Auditing Office.
NATIONAL INTERNAL AUDITING OFFICE
Montevideo, /Seal (photocopy):/ August 22, 2003.
IN VIEW OF: the steps taken by MASSENA PORT S.A. for the approval of its
By-laws, incorporated under the provisions of Section 7 of Law No. 11,073 dated
June 24, 1948.
WHEREAS: I) Upon examination of the corporate agreement by the Technical
Services Division, there were no observations made.
WHEREAS: I) The Corporation has legal objects and its By-laws do not contain
clauses contrary to the legal provisions and regulations in force.
II) This approval does not entail any statement whatsoever regarding the
industrial property rights which may involve the corporate name (Section 12 of
Law No. 16,060).
IN VIEW OF: the provisions of Sections 252, 253, 409 and 516, sub-section 2 and
related provisions of Law No. 16,060 dated September 4, 1989, and Section 3 of
Law No. 2,230 dated June 2, 1893.
THE NATIONAL INTERNAL AUDITING OFFICE HEREBY RESOLVES:
1(degrees)) LET the By-laws of MASSENA PORT S.A. BE APPROVED.
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2(degrees)) LET IT BE DECLARED THAT the Corporation has complied with, and
certified the minimum subscriptions and payments of capital required by Section
3 of Law No. 2,230.
3(degrees) Let these presents be notified, let the submitted By-laws be
returned, let a certified copy of the corporate agreement be issued for its
registration in the National Register of Commerce and let the corresponding
notes be taken. Once the above has been complied with, let these presents be
filed.
/Signed illegible (photocopy)./ Jose Luis Corbo Cervieri, LL.D. Deputy Head of
the National Internal Auditing Office.
/Overleaf, there stands a linking seal (photocopy) of the National Internal
Auditing Office./
/Page Six:/
/On the top left hand corner, there stands a linking seal (photocopy) of the
National Internal Auditing Office./
/On the top right hand corner, handwritten (photocopy):/ 3.
AIN - NATIONAL INTERNAL AUDITING OFFICE.
/There stands the Uruguayan Coat of Arms./
SERIES A No. 72276.
Montevideo,/Seal (photocopy):/ August 26, 2003.
The foregoing Certified Copy faithfully agrees with the original document,
mentioned in file /handwritten (photocopy):/ 4440/03 MASSENA PORT S.A., which I
have had before me and with which I have compared it. These presents are issued
in Montevideo, this /Seal (photocopy):/ August 26, 2003.
/Signed illegible (photocopy).//Seal (photocopy):/ Araceli Clivio. 5th Clerk.
/Page Seven:/
No. 394. MANDATORY NOTARIAL REGISTRATION OF BY-LAWS
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AND OTHER. In the city of Montevideo, this ninth day of September of the year
two thousand and three, in compliance with the provisions in force, I hereby
enter in my Notarial Register of Transcriptions the By-laws of MASSENA PORT S.A.
and a certified copy of the Resolution of the National Internal Auditing Office
that approves said By-laws; all the above has been registered under number 394
from folio 3062 to 3069. This Notarial Registration follows the notarial
registration of by-laws number 393, entered on the ninth of September, from
folio 3054 to folio 3061.
Raquel Stratta. THIS IS THE FIRST AUTHORIZED COPY of the Notarial Registration,
entered in my Notarial Register of Transcriptions. IN FAITH WHEREOF, in
compliance with the legal provisions in force, for the purposes of registering
in the National Register of Commerce, I hereby issue these presents, which I
seal, mark and sign in the place and on the date of their registration, in eight
Notarial Stamped Paper Sheets Series Cb Numbers 563616-17-18-19-20-21-22 and
251521.
/There stands a mark./
/Signed:/ Raquel Stratta.
/There follows a seal, duly cancelled by a paraph, which reads:/ RAQUEL STRATTA
- - NOTARY.
/Overleaf:/
I HEREBY CERTIFY THAT: the above mentioned corporation is registered in the Tax
Payer's Register under number 214849910016.
/There stands a mark./
/Signed:/ Raquel Stratta.
/There follows a seal, which reads:/ RS - RAQUEL STRATTA - NOTARY.
/On an attached sheet, duly linked to the document by two seals of the
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National Register of Commerce:/
MINISTRY OF EDUCATION AND CULTURE.
GENERAL BOARD OF REGISTRIES.
6556
The document described hereinbelow was ENTERED in the Register of LEGAL
ENTITIES, COMMERCE DIVISION under the above mentioned number, on September 8,
2003, at 11:03:55 am.
Notary/Issuer: STRATTA MARINO, GLORIA RAQUEL.
Corporation: INCORPORATION - DEFINITIVE.
Corporation: MASSENA PORT S.A.
Protected under Priority Reserve /blank space/, of the Name /blank space/, under
No. /blank space/, dated /blank space/.
Conditional Act. Reserve No. /blank space/ was filed on /blank space/.
Fiscal Control:
/Blank space./ Affidavit - Transfer Tax. No. /blank space/ dated /blank space/.
/Blank space./ Law 16,170 section 626, receipt No. /blank space/ dated /blank
space/.
SIGNATURE OF REGISTRAR: /Signed illegible./ /Seal:/ PABLO PEREZ SASSON. NOTARY.
EXTENDED:/Blank space./
EXPIRED:/Blank space./
DEFINITIVE:/Blank space./
SIGNATURE OF REGISTRAR:/Blank space./
The undersigned Public Translator hereby declares the foregoing to be a true
translation into English of the attached document (FIRST
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AUTHORIZED COPY OF BY-LAWS AND ATTACHED DOCUMENTS) written in Spanish, and
leaves a copy of this version in her private file under No. 270/2004.
Montevideo, November 17, 2004.
/s/ Ines Paysse Terra
---------------------
INES PAYSSE TERRA
TRADUCTORA PUBLICA
La reproduccion fotostatica que antecede compuesta de ocho fojas CONCUERDA con
la traduccion oficial al idioma Ingles del estatuto original de MASSENA PORT S.A
de su mismo tenor que he tenido a la vista y con el cual he cotejado el pre-
sente testimonio.-EN FE DE ELLO a solicitud de MASSENA PORT S.A. y a los efectos
de su presentacion ante las Oficinas Publicas y/o privadas pertinentes, expido
el presente que sello, signo y firmo en Montevideo a dieciocho de noviem bre de
dos mil cuatro en ocho papeles notariales serie Cf numeros 351421 al 351 427 y
de la misma serie 351440.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
----------------- -----------------
MARIA NILDA ACHE MARIA NILDA ACHE
ESCRIBANO ESCRIBANO
[MONTEPIO NOTARIAL]
$ 21,60
LEY 17.437
REPUBLICA O. DEL URUGUAY
115615(7)
[MONTEPIO NOTARIAL]
$ 21,60
LEY 17.437
REPUBLICA O. DEL URUGUAY
115615(8)
16