EXHIBIT 3.15
ENGLISH
FRANK M. SAMSON GERMAN
OFFICIAL SWORN TRANSLATOR FRENCH
Ayelas 451, Otie 95 PORTUGUESE
& Fax 595-21 449-589 ITALIAN
Asuncion - Paraguay SPANISH
TRANSLATION
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SOCIETY OF NOTARIES PUBLIC OF PARAGUAY
Rosolution 106/90
Supreme Court of Justice
SECURITY SHEET
MOTARIAL ACT
Series B-95 No. 373902
[NOTARY STAMP]
TRULY CONSISTENT with the original Statement No. 473 Page 1508 & foll. of the
Book of the Civil Division, Sec. "B" of the Notarial Registry No. 37, located in
the District of Asuncion, and prepared by the Notary Public Ramon
Zubizarreta Z. in his/her capacity of Notary Public of said Notarial
Registry. I am issuing this first certified copy for PARFINA S.A., this first
day of November, 1996.-
(Sgd): Ramon Zubizarreta Z.
Notary Public
(Translator's Note: There is a stamp attesting to recordal with the Register of
Legal Persons & Associations under No. 776, and a further stamp showing recordal
with the Public Register of Commerce under No. 15, dated Jan. 9, 1996.)
[NOTARY STAMP]
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I, the undersigned, DO HEREBY CERTIFY, that the foregoing is a true and
accurate to English translation of the document in Spanish, attached hereto.-
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal, in the
City of Asuncion, Capital of Paraguay, this 1st day of August, A.D. 1999.-
[NOTARY STAMP]
/s/
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ENGLISH
FRANK M. SAMSON GERMAN
OFFICIAL SWORN TRANSLATOR FRENCH
Ayelas 451, Otie 95 PORTUGUESE
& Fax 595-21 449-589 ITALIAN
Asuncion - Paraguay SPANISH
TRANSLATION
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SOCIETY OF NOTARIES PUBLIC OF PARAGUAY
[NOTARY STAMP] [NOTARY STAMP]
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SERIES E
FORMATION OF THE COMPANY "OCEANPAR SOCIEDAD ANONIMA"
NUMBER SIXTEEN.- In the City of Asuncion, Capital of the Republic of Paraguay,
this 2nd day of December one thousand nine hundred ninety-six, before me, NORMA
CRISTINA LOPEZ BERNAL, a Notary Public, with Notarial Registry No. 502, in my
offices, 1102 Ayelas, personally appear:-
I. Mr. CARLOS EDUARDO BENITEZ BALMELLI, a Paraguayan citizen, an attorney at
law, married and living in separation of marital assets, according to Court
Decision No. 1460 dated 09.17.96, issued by the Court of First Instance in
Civil & Commercial Matters, 5th Chamber, Clerk Daniel Colman M., recorded with
Section 14, General Bureau of Public Registries under No. 780, on page 780,
Series "A", Registry of Dissolution and Liquidation of Marital Societies, on
Oct. 3, '96. This decision is in full force. The party complied with the law on
obligatory military service; and
II. Mr. JORGE JOSE ALVAREZ, an Argentine citizen, businessman, married, and his
wife, Mrs. GRACIELA DELIA BLANCO (de) ALVAREZ, AN Argentine citizen. They prove
their identity with the Paraguayan I.D. Cards No. 445,975, 3,759,146, and the
Argentine National Document No. 5,761,808, respectively, domiciled, for the
purposes hereof, at 646 25 de Mayo, 7th floor, in this city.
The appearers are residents of this city, which I do hereby certify, And Messrs.
Carlos Eduardo Benitez Balmelli and Jorge Jose Alvarez, both of age, state: That
they have resolved establishing a stock company in accordance with the laws in
force, and implementing this decision, they provide that the company be governed
by the laws and following By-Laws:
TITLE I - NAME, ADDRESS, TERM.- Article One: The Appearers hereby establish a
company that will bear the name of "OCEANPAR SOCIEDAD ANONIMA", with registered
offices in the City of Asuncion, Republic of Paraguay. The Board of Directors
shall be empowered to establish branches, agencies, representative offices and
other facilities at
[NOTARY STAMP] [NOTARY STAMP]
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any location within or without the country.- Article 2. The Company shall have a
term of ninety (90) years counted from the date of recording thereof with the
Registry of Legal Persons and Associations, term which may be extended or
shortened by decision of an Extraordinary General Meeting of the Shareholders.-
[NOTARY STAMP]
TITLE II - PURPOSE - Article 3. The purpose of the Company shall be to conduct,
by its own account or for the account of third parties, or associated with third
parties, at any location of the Republic or abroad, following business
transactions:- (a) To carry out, within or without the country, transportation
services on a regular or non-regular basis, by sea, river and/or lake, of
persons or cargo, mail, and/or perform maritime work and/or services in general;
(b) To manage and/or operate vessels owned by the Company or by third parties,
as well as to hold the representation of other shipowners; (c) To enter into
carriage agreements; (d) To enter into ship operation agreements with other
physical and/or legal persons, for attending to and carrying out carriage
operations; (e) To act as Steamship Agents and to represent vessels owned by the
Company and/or third parties; (f) To conduct any kind of import/export
transactions and rendering of services; (g) To give personal guaranties and
property liens for liabilities of third parties; (h) To render services of
personnel training in connection with waterborne operations; (i) To operate port
terminals, to carry out carriage, transshipments in operations of on-shipment by
barge or completion of cargoes; (j) To carry out loading, discharging and
stowage operations; (k) To conduct towing operations; (l) To act as brokers for
vessels and/or cargoes; (m) To build and/or repair vessels and/or naval
artifacts; (n) To exploit public and private concessions of any kind [***] [***]
To represent third parties in any of the forms used in the [***] of maritime
business; (o) To intervene in any setps related to the establishment,
operation, management and distribution of [***] that may arise under the
policies set by the proper authorities; (p) For the above-mentioned purposes
and, in general, [***] any activity related to the Company's purpose, the
Company may become the owner, give vessels or take same in lease, time charter,
per voyage, on a barebottom basis, or under any other agreement on use of
vessels; (q) To buy, sell, build, manage and operate city and/or rural real
estate, including all operations provided for under the laws and regulations
concerning sale by
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apartment ("horizontal property"); (r) To perform any kind of mandates,
representations, agencies, commissions, consignations, business factoring and
management of property, capital and companies in general; (s) To carry out any
operation or activity that may be related to, subsidiary, incidental,
supplementary to or required for the main purposes; the Company shall have, for
such end, full legal ability for acquiring rights, incur liabilities and to
perform those acts which are not prohibited under the laws or these By-Laws.
[NOTARY STAMP]
TITLE III- CAPITAL - SHARES - OBLIGATIONS
Article 4. The Company's capital shall be established in the amount of Forty
Million Guaranis (Gs. 40,000,000) fully issued and represented by forty (40)
ordinary bearer shares, with an at par value of One Million Guaranis (Gs.
1,000,000) each share, numbered from 1 through 40. Any share certificates shall
contain the specifications provided for under Article 1069 of the Civil Code and
those resolved by the Board of Directors, and all shall be signed by the
President and one Regular Director. An increase of the Company's capital may be
resolved by the Extraordinary General Meeting of the Shareholders.
Article 5. At this act, there are issued all shares representing the Company's
capital, and they shall be subscribed to and paid up in the manner set forth in
Article 21 hereof.
The subscription and holding of shares in the Company shall imply the knowledge
and acceptance of these By-Laws, as well as the adherence of any shareholder to
all firm resolutions adopted by the Meetings of the Shareholders.
Article 6. The Company shall be entitled to borrow by means of public or private
instruments, by the issue of negotiable securities or debentures, by
certificates of even amount; any certificate may represent more than the
obligation. All obligations or securities shall be registered. The issue,
placement and other terms thereof shall be resolved by the Annual General
Meeting of the Shareholders, and the timing thereof shall be resolved by the
Board of Directors, abiding by all provisions applicable thereto, as established
by the Civil Code in its Third Book, Title II, Section V.
[NOTARY STAMP]
TITLE IV - CONDUCTION AND MANAGEMENT - Article 7. The management of the Company
shall be the responsibility of a Board of Directors consisting of 2 - 5 regular
members, if required, 1-3 alternate members, from among which there shall be
elected a President and a Vice-President. All members shall hold their office
for one year
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and may be reelected, Their remuneration shall be fixed by the Meeting of the
Shareholders. The Annual Meetings of the Shareholders shall determine the number
of regular and alternate members for each fiscal year. In the event of occurring
vacancies in such number that the Board of Directors may not be formed, the
remaining Directors shall, with the Controller's intervention fill such vacant
offices or call a General Meeting of the Shareholders for such purpose.
Article 8. The Board of Directors shall elect its officers at its first meeting
after the appointment. The Board of Directors shall hold meetings whenever it is
called by the President or any two Directors or by the Controller. It shall
validly adopt its resolutions with the presence of half of its Regular Members
or those Members acting as Regular Members. Any resolutions shall be adopted by
simple majority of votes. In the event of a tied vote, the Director-President
shall have a deciding vote. The outturn of its resolutions shall be set forth in
a Book of Minutes, and all Minutes shall be signed by all individuals present
thereat.
Article 9. The duties and powers of the Board of Directors are: (1) To conduct
and manage the Company with ample powers and all rights that, according to the
laws and these By-Laws, are not reserved for the General Meetings of the
Shareholders; (2) To appoint Managers, Factors and other officers, to establish
their powers, station and salaries, to grant them special or general powers of
attorney for the purposes the Board may deem appropriate, entrusting to them
the use of the Company's name and the power to engage, [***] actively and
passively, the Company; (3) To call the Annual General Meetings of the
Shareholders; (4) To acquire the control, joint ownership, possession, location
and any kind of rights on real estate, title, shares and securities outstanding
in the trade, either by purchase, sale, exchange, lease, commodate, as signment,
dation in payment or by any other title, and to alienate or lease such assets,
to establish liens on said assets, either real or personal, and for the terms,
modes and other conditions which may be agreed upon, entering into, for such
purpose, any agreements, and issuing any instruments, certificates and
engagements that may be required; (5) To acquire the assets and liabilities of
companies already established or to be established, engaged in business
operations similar to those of the Company, to acquire their property or shares
in full or in part; to enter into lawful agreements of any type; to take out
insur-
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once against all risks, to deposit funds in saving accounts or in public or
private securities; (6) To issue, draw, accept, endorse, underwrite, intervene
in, protest, pay and execute any type of trade and credit instruments, bills of
exchange, promissory notes, payment orders, paper, letters of credit; to open
checking accounts with or without supply of funds; to draw checks against such
accounts and to overdraw with authorization; to discount, collect, cash and
endorse any kind of certificates, securities, obligations and guaranties; to
cash and endorse any type special checks; to carry out any kind of steps in
connection with the aforesaid transactions, which may be required for preserving
the credit status, its force or validity; to conduct transaction, with ample
powers, in respect of certificates and securities of any kind, including
debentures; (7) To collect and cash, to grant rebates, remissions, set-offs, to
award respites in connection with any debts in favor of the Company; to effect
all kinds of trade payments and settlements, even those which do not pertain to
simple management; to borrow, with any kind of real or personal appropriate
guaranties; to receive any kind of deposits, to give all security, guaranties or
bonds required for the transaction of the Company's business; to perform any
kind of bank transactions, such as deposits, checking accounts, discounts,
import/export transactions, for the conduction of the Company's activity; (8) To
accept or give mandates and representations or steps of any kind, to give
special or general powers of attorney for management or other specific purposes,
as well as for instituting criminal action or filing criminal complaints or
offenses committed against the interests of the Company, to revoke expand or
restrict such instruments; to request rendering [***] accounts and render same;
to accept creditor meeting resolutions, rebates or respites and adjudgment of
property; to request, [***] or appear at bankrupticies or call of creditors, to
submit cases to arbitrators, arbitral courts or amicable "compositeurs"; to
waive appeals, instances and other remedies, and to acquired rights under the
statute of limitations; to compromise and settle to any extent it may be
lawfully possible with respect to the debts or claims of the Company, to appear
in any kind of proceedings on behalf of the Company, as plaintiff or defendant,
granting, for such purpose, powers of attorney to attorneys at law; (9) To
record the Company with any kind of registries; to apply for concessions,
trademarks, patents, privileges, and to enter
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into any kind of agreements and arrangements with the Government; (10) To submit
at any proper Meetings of the Shareholders any kind of documents, proposals
concerning dividends or investment thereof, and payment of final dividends; (11)
To carry out any act and to enter into any agreement, without any restriction
whatsoever, which may be, at their sole criteria, appropriate or necessary for
achieving the Company's purposes; to sign any kind of papers, letters or advises
in connection with the Company's business; (12) To solve all cases not provided
for herein, rendering account thereof at the next General Meeting of the
Shareholders.- The preceding listing is not restrictive, and the Board of
Directors shall be entitled to carry out any and all acts of management or
disposal that may be conducive to the achievement of the Company's purposes,
even those acts which require a special power of attorney, such as those
mentioned in Article 884 of the Civil Code.- The Board shall establish the
internal Regulations of its operation and the higher staff.
Article 10. The Members of the Board of Directors shall hold their office as
long as the newly elected officers - as appointed by the General Meeting of the
Shareholders - are not qualified therefore.
Article 11 - Use of the Company Name - To engage the Company, the joint
signature of the President and a Regular Director will be necessary. In the
event of resignation, impediment and/or absence of the President, the joint
signature of the Vice-President and one Regular Director will be required. In
this manner, the Company shall be represented and engaged and bound in all acts,
transactions and agreements, thus committing it both actively and passively. The
representation of the Company in acts other than sale, credits of any type
and/or amount, liens or conveyance of items of the fixed assets, shall be
exercised by the President with his single signature.-
[NOTARY STAMP]
TITLE V - GENERAL MEETINGS OF THE SHAREHOLDERS.
Article 12.- The General Annual Meeting of the Shareholders shall be held each
year at the place indicated by the Board, within four months following the
closing of the fiscal year. It shall be called in first and second call 10 days
in advance at least, by means of announcements published 5 times in a large
circulation newspaper of the capital city. There shall be a quorum at first call
with the presence of Shareholders representing half plus one of all shares
entitled to vote. At second call, the Meeting may be held
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on a valid basis one hour after the first call, with any number of attendants
and shares represented thereat.- Article 13. Following matters, as provided for
under Article 1079 of the Civil Code, shall be submitted for approval to the
General Annual Meeting of the Shareholders; (1) The Report of the Board, the
Inventory, the Balance Sheet, the Statement of Loss & Profit, items that shall
be submitted each year by the Board, together with the Controller's Opinion; (2)
Establishment of the number, and appointment of Members of the Board and the
Controller, if required; (3) Distribution of profits and establishment of
remunerations; (4) Any other matters contained in the Agenda.- Article 14. The
Extraordinary Meeting of the Shareholders shall be convened at first call with
the attendance of Shareholders representing 60% of all shares entitled to vote.-
For second [***], the attendance of Shareholders representing at least 30% of
all shares entitled to vote shall be required. It shall be the responsibility of
the General Extraordinary Meeting of the Shareholders to debate upon, and adopt
resolutions concerning, all matters which are not the responsibility of the
Annual Meeting of the Shareholders, as well as on amendments of these By-laws,
the increase, decrease and repayment of the Company's capital, and any other
items mentioned in Article 1080 of the Civil Code.- Article 15. Any Meetings
shall be chaired by the President or the individual substituting for him, or, in
failure thereof, by either of the Directors present at the Meeting. Any
Shareholders may be represented by third parties by means of a simple power of
attorney letter, addressed to the Board of Directors, [***] by any other
appropriate means. The deposit of shares or of [***] bank certificate on the
deposit of said shares shall be made [***] the Company's Treasury, up to three
days prior to the date established by the Meeting.- Article 16. Each
subscribed-to share [***] to its holder the right to ONE VOTE at the time of
adopting resolutions of the Board. All decisions shall be adopted, on any of the
matters under debate, by MAJORITY OF VOTES representing more than 50% of the
shares present thereat and entitled to vote, with the exception of the matters
mentioned in Article 1091 of the Civil Code, for which the affirmative vote of a
majority of the Shareholders entitled to vote shall be required.- Article 17.
Any decisions of the General Meetings of the Shareholders, adopted in conformity
with these By-Laws, shall be binding for all Shareholders, be they dissidents or
not, notwithstanding the right
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established in Article 1092 of the Civil Code.
TITLE VI. Supervision - Article 18. The supervision of the Company shall be
performed by a Regular Controller, appointed by the General Meeting of the
Shareholders. He shall hold his office for one year. At the same act there shall
be appointed an Alternate Controller for the same term, who shall substitute for
the Regular' Controller during the latter's impediments. Both may be reelected
indefinitely and their powers shall be those set forth in Article 1124 of the
Civil Code.
TITLE VII - INVENTORY - BALANCE SHEET - RESERVE FUND.- Article 19.
All Balance Sheets and the Inventory shall abide by any legal end regulatory
provision in force. Said documents shall prepared as of the closing of the
fiscal year on December 31 of each year. All net and realized profits shall,
after deducting a 5% allocated to the Legal Reserve Fund, receive the
destination which, by its own initiative or after a proposal of the Board of
Directors, may resolve the Meeting of the Shareholders.
TITLE VII - DISSOLUTION OF THE COMPANY - Article 20. Upon expiration of the
Company's term or in the event of earlier dissolution thereof, the liquidation
shall be carried out by the Board of Directors, with the Controller's
intervention, save that the Meeting of the Shareholders should resolve
otherwise.
[NOTARY STAMP]
TITLE IX - SUBSCRIPTION AND PAYMENT OF SHARES - Article 21.
The 40 (forty) shares are subscribed to and paid up at this act in following
manner: (1) Mr. Jorge Jose Alvarez subscribes to 36 (thirty-six) ordinary shares
of Gs 1,000,000 (one million guaranis) each, for an amount of Gs 36,000.000
(thirty-six million guaranis. and (2) Mr. Carlos Eduardo Benitez Balmelli
subscribes to 4 (four) ordinary shares of Gs l.000.000 (one million guaranis)
each, for the amount of Gs 4,000,000 (four million Guaranis).- At this act, the
shareholders pay in cash 25% of the subscribed-to shares, representing an
aggregate amount of Ten Million Guaranis.
TITLE X - PRO TEMPORE PROVISIONS.- Article 22. The first Board of Directors of
the Company, whose office shall be extended up to the next following General
Annual Meeting of the Shareholders, shall keep performing its duties until their
substitutes are duly qualified. The Board shall be composed as follows:
(a) President: Jorge Jose Alvarez.
Vice-President: Carlos
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Eduardo, Benitez Balmelli: (b) Controllers: Regular Controller: Ricardo Agustin
Fabria.- Alternate Controller: Favio E. Rios. Article 23. Either of Messrs.
Jorge Jose Alvarez and/or Carlos Eduardo Benitez Balmelli shall be fully
empowered, Jointly or either or them, to accept and/or execute, by Notarial
Statement, any amendment of the By-laws, suggested by the proper authorities,
duly authorized for such purpose. They may further request the recordal of this
instrument with the Bureau of Public Registries and entities of the
Administration.- Article_24.- While the formalities of registration of the
By-Laws are in processing, the Board of Directors appointed under Article 22
hereof shall he empowered, as provided for in Article 1.1 hereof, and in the
name and on behalf of the company established hereby, and with the unlimited and
Joint liability of the forming partners of "Oceanpar S.A.", to conduct any
transactions and legal acts which represent the purpose of the Company, even the
purchase of any kind of assets, be they vehicles, real and personal property
and/or self-moving property, according to any terms and conditions that may be
best for the Company, and with the assurance that their acts, lawfully
performed, shall have the pertinent acceptance and confirmation.-
[NOTARY STAMP]
Under the above conditions the company OCEANPAR SOCIEDAD ANONIMA is
established, and the parties hereby commit themselves to comply in full with its
governing provisions according to the laws.- I advised the duty of recordation.-
After being read by me and ratified by the parties, they affix their
signature before me in their usual manner, all of which, of the contents of this
Deed, and of the fact that. I have personally received the statement of will of
the appearers, I do hereby certify.- CARLOS EDUARDO BENITEZ BALMELLI.- JORGE
JOSE ALVAREZ.- GRACIELA DELIA BLANCO DE ALVAREZ.- Before me: NORMA CRISTINA
LOPEZ BERNAL. - There follows my seal.-
There follows the Notarial Security Sheet No - 583763, Series D, of the Society
of Notaries Public of Paraguay
(signature and stamp of the Notary Public on all pages)
...///..
FRANK M.SAMSON ENGLISH
OFFICIAL SWORN TRANSLATOR GERMAN
& Fax 595-21 449-589 FRENCH
Asuncion - Paraguay PORTUGUESE
TRANSLATION ITALIAN
SPANISH
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SOCIETY OF NOTARIES PUBLIC OF PARAGUAY
Resolution 106/90
Supreme Court of Justice
NOTARY PUBLIC'S ACT
Series D LEGALIZATION
[NOTARY STAMP]
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[NOTARY STAMP]
TRULY CONSISTENT with the original statement [***] 16, page 57 of the Notarial
Book, Comm. Sec., Division "A", Notarial registry no 502, with seat in the
district of Asuncion, and executed before the N.P. Norma C. Lopez Bernal, in her
capacity of Holder of said Registry. I am issuing this first copy for OCEANPAR
S.A., this 5th day of December, 1996.
(Sgd): Norma Cristina Lopez Bernal
Notary Public
(Translator's Note: There is the stamps of the Notary Public, stamp attesting to
recordation with the Registry of Legal Parsona a Associations, and a further one
attesting to recordation with the Public Registry of Commerce under [***] 689.)
I, the undersigned, DO HEREBY CERTIFY, that the foregoing is a true and accurate
English translation of the document in Spanish, attached hereto.--
IN WITNESS WHEREOF, I have hereunto set my hand and seal, in the City of
Asuncion Capital of Paraguay, this 4th day of August, A.D. 1998.
[NOTARY STAMP]
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FRANK M. SAMSON ENGLISH
OFFICIAL SWORN TRANSLATOR GERMAN
Aye Las 451, Otie 95 FRENCH
& Fax 595-21 449-589 PORTUGUESE
Asuncion - Paraguay TRANSLATION ITALIAN
SPANISH
SOCIETY OF NOTARIES PUBLIC OP PARAGOAY
[NOTARY STAMP]
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Series E No. 456063/64/65/66/
67/68/80/70
FORMATION OF THE COMPANY "OCEANPAR SOCIEDAD ANONIMA"
NUMBER SIXTEEN.- In the City of Asuncion, Capital of the Republic of Paraguay,
this 2nd day of December one thousand nine hundred ninety-six, before me, NORMA
CRISTINA LOPEZ BERNAL, a Notary Public, with Notarial Registry No 502, in my
offices, 1102 Ayolas, personally appear:
I. Mr. CARLOS EDUARDO BENITEZ BALMELLI, a Paraguayan citizen, an attorney at
law, married and living in separation of marital as-sets, according to Court
Decision No 1460 dated 09.17.96, issued by the Court of First Instance in Civil
& Commercial Matters, 5th Chamber, Clerk Daniel Colman M., recorded with Section
14, General Bureau of Public Registries under No 780, on page 780, Series "A",
Registry of Dissolution and Liquidation of Marital Societies, on Oct. [***]
This decision is in full force. The party complied with the law on obligatory
military service; and
II. Mr. JORGE JOSE ALVAREZ, an Argentine citizen, businessman, married, and his
wife, Mrs. GRACIELA DELIA BLANCO (de) ALVAREZ AN Argentine citizen. They prove
their identity with the Paraguayan I.D. Cards No 445,975, 3,759,146, and the
Argentine National Document No 5,761,808, respectively, domiciled, for the
purposes hereof, at 646 25 de Mayo, 7th floor, in this city.
The appearers are residents of this city, which I do hereby certify, And Messrs.
Carlos Eduardo Benitez Balmelli and Jorge Jose Alvarez, both of age, state: That
they have resolved establishing a stock company in accordance with the laws in
force, and implementing this decision, they provide that the company be governed
by the laws and following By-Laws:
TITLE I - NAME, ADDRESS, TERM.
Article One: The Appearers hereby establish a company that will bear the name of
"OCEANPAR SOCIEDAD ANONIMA", with registered offices in the City of Asuncion,
Republic of Paraguay, The Board of Directors shall be empowered to establish
branches, agencies, representative offices and other facilities at
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any location within or without the country.- Article 2. The Company shall have a
term of ninety (90) years counted from the date of recording thereof with the
Registry of Legal Persons and Associations, term which may be extended or
shortened by decision of an Extraordinary General Meeting of the Shareholders.-
[NOTARY STAMP]
TITLE II - PURPOSE - Article 3. The purpose of the Company shall be to conduct,
by its own account or for the account of third parties, or associated with third
parties, at any location of the Republic or abroad, following business
transactions:- (a) To carry out, within or without the country, transportation
services on a regular or non-regular basis, by sea, river and/or lake, of
persona or cargo, mail, and/or perform maritime work and/or services in general;
(b) To manage and/or operate vessels owned by the Company or by third parties,
as well as to hold the representation of other shipowners; (c) To enter into
carriage agreements; (d) To enter into ship operation agreements with other
physical and/or legal persons, for attending to and carrying out carriage
operations; (e) To act as Steamship Agents and to represent vessels owned by the
Company and/or third parties; (f) TO conduct any kind of import/export
transactions and rendering of services; (g) To give personal guaranties and
property liens for liabilities of third parties; (h) To render services of
personnel training in connection with waterborne operations; (i) To operate port
terminals, to carry out carriage, transshipments in operations of on-shipment by
barge or completion of cargoes; (j) To carry out loading, discharging and
stowage operations; (k) To conduct towing operations; (l) To act as brokers for
vessels and/or cargoes; (m) To build and/or repair vessels and/or naval
artifacts; (n)To exploit public and private concessions of any kind; [***] To
represent third parties in any of the forms used in the field of maritime
business; (o) To intervene in any setups related to the establishment,
operation, management and distribution of new lines that may arise under the
policies set by the proper authorities; (p) For the above-mentioned purposes
and, in general, for any activity related to the Company's purpose, the Company
may become the owner, give vessels or take same in lease, time charter, per
voyage, on a barebottom basis, or under any other agreement on use of vessels;
(q) To buy, sell, build, manage and operate city and/or rural real estate,
including all operations provided for under the laws and regulations concerning
sale by
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apartment ("horizontal property"),(r) To perform any kind of mandates,
representations, agencies, commissions, consignations, business factoring and
management or property, capital and companies in general; (s) To carry out any
operation or activity that may be related to, subsidiary, incidental,
supplementary to or required for the main purposes; the Company shall have, for
such end, full legal ability for acquiring rights, incur liabilities and to
perform those acts which are not prohibited under the laws or these By-Laws.
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TITLE III - CAPITAL - SHARES - OBLIGATIONS - Article 4. The Company's capital
shall be established in the amount of Forty Million Guaranis (Gs. 40,000,000)
fully issued and represented by forty (40) ordinary bearer shares, with, an at
par value of One Million Guaranis (Gs. 1,000,000) each share, numbered from 1
through 40. Any share certificates shall contain the specifications provided or
under Article 1069 of the Civil Code and those resolved by the Board of
Directors, and all shall be signed by the President and one Regular Director. An
increase of the Company's capital may be resolved by the Extraordinary General
Meeting of the Shareholders.
Article 5. At this act, there, are issued all shares representing the Company's
capital, and they shall be subscribed to and paid up in the manner set forth in
Article 21 hereof.-The subscription and holding of shares in the Company shall
imply the knowledge and acceptance of these By-Laws, as well as the adherence of
any shareholder to all firm resolutions adapted by the Meetings of the
Shareholders.
Article 6. The Company shall be entitled to borrow by means of public or private
instruments, by the issue of negotiable securities or debentures, by
certificates of even amount; any certificate may represent more than one
obligation. All obligations or securities shall be registered, The issue,
placement and other terms thereof shall be resolved by the Annual General
Meeting of the Shareholders, and the timing thereof shall be resolved by the
Board of Directors, abiding by all provisions applicable thereto, as established
by the Civil Code in its Third Book, Title II, Section V.
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TITLE IV - CONDUCTION AND MANAGEMENT - Article 7. The management of the Company
shall be the responsibility of a Board of Directors consisting of 2 - 5 regular
members, if required, 1-3 alternate members, from among which there shall be
elected a President and a Vice-President. All members shall hold their office
for one year
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and may be reelected. Their remuneration shall be fixed by the Meeting of the
Shareholders. The Annual Meetings of the Shareholders shall determine the number
of regular and alternate members for each fiscal year. In the event of occurring
vacancies in such number that the Board of Directors may not be formed, the
remaining Directors shall, with the Controller's intervention fill such vacant
offices or call a General Meeting of the Shareholders for such purpose.
Article 8. The Board of Directors shall elect its officers at its first meeting
after the appointment. The Board of Directors shall hold meetings whenever it is
called by the President or any two Directors or by the Controller. It shall
validly adopt its resolutions with the presence of half of its Regular Members
or those Members acting as Regular Members. Any resolutions shall be adopted by
simple majority of votes. In the event of a tied vote, the Director-President
shall have a deciding vote. The out turn of its resolutions shall be set forth
in a Book of Minutes, and all Minutes shall be signed by all individuals present
thereat.
Article 9. The duties and powers of the Board of Directors are: (l) To conduct
and manage the Company with ample powers and all rights that, according to the
laws and these By-Laws, are not reserved for the General Meetings of the
Shareholders; (2) To appoint Managers, Factors and other officers, to establish
their powers, station and salaries, to grant them special or general powers of
attorney for the purposes the Board may deem appropriate, entrusting to them the
use of the Company's name and the power to engage, both actively and passively,
the Company; (3) To cell the Annual General Meetings of the Shareholders; (4) To
acquire the control, joint ownership, possession, location and any kind of
rights on real estate, title, shares and securities outstanding in the trade,
either by purchase, sale, exchange, lease, commodate, as sigment, dation in
payment or by any other title, and to alienate or lease such assets, to
establish liens on said assets, either real or personal, and for the terms,
modes and other conditions which may be agreed upon, entering into, for such
purpose, any agreements, and issuing any instruments, certificates and
engagements that may be required; (5) To acquire the assets and liabilities of
companies already established or to be established, engaged in business
operations similar to those of the Company, to acquire their property or shares
in full or in part; to enter into lawful agreements of any type; to take out
insur-
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ance against all risks, to deposit funds in saving accounts or in public or
private securities; (6) To issue, draw, accept, endorse, underwrite, intervene
in, protest, pay and execute any type of trade and credit instruments, bills of
exchange, promissory notes, payment orders, paper, letters of credit; to open
checking accounts with or without supply of funds; to draw checks against such
accounts and to overdraw with authorization; to discount, collect, cash and
endorse any kind of certificates, securities, obligations and guaranties; to
cash and endorse any type of special checks; to carry out any kind of steps in
connection with the aforesaid transactions, which may be required for preserving
the credit status, its force or validity; to conduct transaction, with ample
powers, in respect of certificates and securities of any kind, including
debentures; (7) To collect and cash, to grant rebates, remissions, set-offs, to
award respites in connection with any debts in favor of the Company; to effect
all kinds of trade payments and settlements, even those which do not pertain to
simple management; to borrow, with any kind of real or personal appropriate
guaranties; to receive any kind of deposits, to give all security, guaranties or
bonds required for the transaction of the Company's business; to perform any
kind of bank transactions, such as deposits, checking accounts, discounts,
import/export transactions, for the conduction of the Company's activity; (8) To
accept or give mandates and representations or steps of any kind, to give
special or general powers of attorney for management or other specific purposes,
as well as for instituting criminal action or filing criminal complaints for
offenses committed against the interests of the Company, to revoke, expand or
restrict such instruments; to request rendering of accounts and render same; to
accept creditor meeting resolutions, rebate's or respites and adjustment of
property; to request, waive or appear at bankruptcies or call of creditors, to
submit cases to arbitrators, arbitral courts or amicable "compositeurs"; to
waive appeals, instances and other remedies, and to acquired rights under the
statute of limitations; to compromise end settle to any extent it may be
lawfully possible with respect to the debts or claims of the Company, to appear
in any kind of proceedings on behalf of the Company, as plaintiff or defendant,
granting, for such purpose, powers of attorney to attorneys at law; (9) To
record the Company with any kind of registries; to apply for concessions,
trademarks, patents, privileges, and to enter
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into any kind of agreements and arrangements with the Government; (10) To submit
at any proper Meetings of the Shareholders any kind of documents, proposals
concerning dividends or investment thereof, and payment of final dividends; (11)
To carry out any act and to enter into any agreement, without any restriction
whatsoever, which may be, at their sole criteria, appropriate or necessary for
achieving the Company's purposes; to sign any kind of papers, letters or advises
in connection with the Company's business; (12) To solve all cases not provided
for herein, rendering account thereof at the next General Meeting of the
Shareholders.- The preceding listing is not restrictive, and the Board of
Directors shall be entitled to carry out any and all acts of management or
disposal that may be conducive to the achievement of the Company's proposes,
even those acts which require a special power of attorney, such as those
mentioned in Article 884 of the Civil Code.- The Board shall establish the
internal Regulations of its operation and the higher staff.- Article 10. The
Members of the Board of Directors shall hold their office as long as the newly
elected officers - as appointed by the General Meeting of the Shareholders - are
not qualified therefor.
Article 11 - Use of the Company Name - To engage the Company, the joint
signature of the President and a Regular Director will be necessary. In the
event of resignation, impediment and/or absence of the President, the joint
signature of the Vice-President and one Regular Director will be required. In
this manner, the Company shall be represented and engaged and bound in all acts,
transactions and agreements, thus committing it both actively and passively. The
representation of the Company in acts other than sale, credits of any type
and/or amount, liens or conveyance of items of the fixed assets, shall be
exercised by the President with his single signature.-
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TITLE V - GENERAL MEETINGS OF THE SHAREHOLDERS.- Article 12.-The General Annual
Meeting of the Shareholders shall be held each year at the place indicated by
the Board, within four months following the closing of the fiscal year. It shall
be called in first and second call 10 days in advance at least, by means of
announcements published 5 times in a large circulation newspaper of the capital
city. There shall be a quorum at first call with the presence of Shareholders
representing half plus one of all shares entitled to vote. At second call, the
Meeting may be held
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on a valid basis one hour after the first call, with any number of attendants
and shares represented thereat.
Article 13. Following matters, as provided for under Article 1079 of the Civil
Code, shall be submitted for approval to the General Annual Meeting of the
Shareholders; (l) The Report of the Board, the Inventory, the Balance Sheet, the
Statement of Loss & Profit, items that shall be submitted each year by the
Board, together with the Controller's Opinion; (2) Establishment of the number,
and appointment of Members of the Board and the Controller, if required; (3)
Distribution of profits and establishment of remunerations; (4) Any other
matters contained in the Agenda.
Article 14. The Extraordinary Meeting of the Shareholders shall be convened at
first call with the attendance of Shareholders representing 60% of all shares
entitled to vote. For second [***], the attendance of Shareholders representing
at least 30% of all shares entitled to vote shall be required. It shall be the
responsibility of the General Extraordinary Meeting of the Shareholders to
debate upon, and adopt resolutions concerning, all matters which are not the
responsibility, of the Annual Meeting of the Shareholders, as well as on
amendments of these By-Laws, the increase, decrease and repayment of the
Company's capital, and any other items mentioned in Article 1080 of the Civil
Code.
Article 15. Any Meetings shall be chaired by the President or the individual
substituting for him, or, in failure thereof, by either of the Directors present
at the Meeting. Any Shareholders may be represented by third parties by means of
a simple power of attorney letter, addressed to the Board of Directors, or by
any other appropriate means. The deposit of shares or of a bank certificate on
the deposit of said shares shall be made [***] the Company's Treasury, up to
three days prior to the date established by the Meeting.
Article 16. Each subscribed-to share awards to its holder the right to ONE VOTE
at the time of adopting resolutions of the Board. All decisions shall be
adopted, on any of the matters under debate, by MAJORITY OF VOTES representing
more than 50% of the shares present thereat and entitled to vote, with the
exception of the matters mentioned in Article 1091 of the Civil Code, for which
the affirmative vote of a majority of the Shareholders entitled to vote shall be
required.
Article 17. Any decisions of the General Meetings of the Shareholders, adopted
in conformity with these By-Laws, shall be binding for all Shareholders, bo they
dissidents or not, notwithstanding the right
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established in Article 1092 of the Civil Code.-
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TITLE VI.- Supervision - Article 18. The supervision of the Company shall be
performed by a Regular Controller, appointed by the General Meeting of the
Shareholders. He shall hold his office for one year. At the same act there shall
be appointed an Alternate Controller for the same term, who shall substitute
for the Regular Controller during the letter's impediments. Both may be
reelected indefinitely and their powers shall be those set forth in Article 1124
of the Civil Code.-
TITLE VII - INVENTORY - BALANCE SHEET - RESERVE FUND.- Article 19. All Balance
Sheets end the Inventory shall abide by any legal and regulatory provisions in
force. Said documents shall prepared as of the closing of the fiscal year on
December 31 of each year. All net and realized profits shall, after deducting a
5% allocated to the Legal Reserve Fund, receive the destination which, by its
own initiative or after a proposal of the Board of Directors, may resolve the
Meeting of the Shareholders.
TITLE VIII - DISSOLUTION OF THE COMPANY - Article 20. Upon expiration of the
Company's term or in the event of earlier dissolution thereof, the liquidation
shall be carried out by the Board of Directors, with the Controller's
intervention, save that the Meeting of the Shareholders should resolve
otherwise.
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TITLE IX - SUBSCRIPTION AND PAYMENT OF SHARES - Article 21.- The 40 (forty)
shares are subscribed to and paid up at this act in following manner; (1) Mr.
Jorge Jose Alvarez subscribes to 36 (thirty-six) ordinary shares of Gs 1,000,000
(one million guaranis) each, for an amount of Gs 36,000,000 (thirty-six million
guaranties), and (2) Mr. Carlos Eduardo Benitez Balmelli subscribes to 4 (four)
ordinary shares of Gs 1,000,000 (one million guaranis) each, for the amount of
Gs 4,000,000 (four million Guaranis).- At this act, the shareholders pay in cash
25% of the subscribed- to shares, representing an aggregate amount of Ten
Million Guar anis.-
TITLE X - PRO TEMPORE PROVISIONS.- Article 22. The first Board of Directors or
the Company, whose office shall be extended up to the next following General
Annual Meeting of the Shareholders, shall keep performing its duties until
their substitutes are duly qualified. The Board shall be composed as
follows:-(a) Presidents: Jorge Jose Alvarez.- Vice-Presidents Carlos
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Eduardo Benitez Balmelli; (b) Controllers: Regular Controller; Ricardo Agustin
Fabria.- Alternate Controller; Favio E. Rios.
Article 23. Either of Messrs. Jorge Jose Alvarez and/or Carlos Eduardo Benitez
Balmelli shall be fully empowered, Jointly or either of them, to accept and/or
execute, by Notarial Statement, any amendment of the By-Laws, suggested by the
proper authorities, duly authorized for such purpose. They may further request
the recordal of this instrument with the Bureau of Public Registries and
entities of the Administration.
Article 24. While the formalities of registration of the By-Laws are in
processing, the Board of Directors appointed under Article 22 hereof shall be
empowered, as provided for in Article 11 hereof, and in the name and on behalf
of the company established hereby, and with the unlimited and joint liability of
the forming partners of "Oceanpar S.A.", to conduct any transactions and legal
acts which represent the purpose of the Company, even the purchase of any kind
of assets, be they vehicles, real and personal property and/or self-moving
property, according to any terms and conditions that may be best for the
Company, and with the assurance' that their acts, lawfully performed, shall have
the pertinent acceptance and confirmation.
Under the above conditions the company OCEANPAR SOCIEDAD ANONIMA is established,
and the parties hereby [***]commit themselves to comply in full with its
governing provisions according to the" laws.- I advised the duty of
recordation.
After being read by me and ratified by the parties, they affix their signature
before me in their usual manner, all of which, of the contents of this Deed, and
of the fact that I have personally received the statement of will of the
appearers, I do hereby certify.- CARLOS EDUARDO BENITEZ BALMELLI.- JORGE JOSE
ALVAREZ,- GRACIELA DELIA BLANCO DE ALVAREZ.- Before me: NORMA CRISTINA LOPEZ
BERNAL.- there follows my seal.
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There follows the Notarial Security Sheet No - 583763, Series D, of the Society
of Notaries Public of Paraguay
(Signature and stamp of the Notary Public on all pages)
...///..
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ENGLISH
GERMAN
FRANK M. SAMSON FRENCH
OFFICIAL SWORN TRANSLATOR PORTUGESE
& Fax 595-21 449-589 ITALIAN
Asuncion - Paraguay TRANSLATION SPANISH
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SOCIETY OF NOTARIES PUBLIC OF PARAGUAY
Resolution 106/90
Supreme Court of Justice
NOTARY PUBLIC'S ACT
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Series D LEGALIZATION No. 583763
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TRULY CONSISTENT with the original statement No. 16, page 57 of the Notarial
Book, Comm, Sec., Division "A", Notarial Registry No. 502, with seat in the
district of Asuncion, and executed before the N.P. Norma C. Lopez Bernal, in her
capacity of Holder of said Registry. I am issuing this first copy for OCEANPAR
S.A., this 5th day of December, 1996.-
(Sgd): Norma Cristina Lopez Bernal
Notary Public
(Translator's Note: There is the stamps of the Notary Public, a stamp attesting
to recordation with the Registry of Legal Persons & Associations, and a further
one attesting to recordation with the Public Registry of Commerce under No.
689.)
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I, the undersigned, DO HEREBY CERTIFY, that the foregoing is a true and accurate
English translation of the document in Spanish, attached hereto.- IN WITNESS
WHEREOF, I have hereunto set my hand and seal, in the City of Asuncion, Capital
of Paraguay, this 4th day of August, A.D. 1998.-
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LA SECRETARIA GENERAL DE LA CORTE SUPREMA
DE JUSTICIA, DA FE QUE LA FIRMA QUE ANTECEDE
OBRANTE EN PAPEL SIMPLE CON ESTAMPILLA
COMERCIAL No. Y TASA JUDICIAL
No. 234728., ES AUTENTICA Y PERTENECE A
FRANK M. SAMSON
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[***]
[***]
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ASUNCION, 5 de [***] de 1998 /s/
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