EXHIBIT 3.19
ENGLISH TRANSLATION
PUBLIC DEED NUMBER SEVEN THOUSAND THREE HUNDRED AND SEVENTY ONE (7371) WHEREBY
the corporation known as "PRINCELY INTERNATIONAL FINANCE CORP.", with domicile
in the City of Panama, Republic or Panama, is incorporated.-
Panama, July 20, 1992.
In the City of Panama, capital of the Republic and seat of the notarial circuit
of the same name, on the twentieth (20th) day of the month of July in the year
one thousand nine hundred and ninety two (1992), before me, RUBEN AROSEMENA
QUARDIA, Third Notary Public of the Panama Circuit, holder of personal
identification card number eight-sixty four-four hundred and eighty two
(8-64-482, personally appeared the following persons to me known: ELOY ALFARO DE
ALBA (Eloy Alfaro), male, of legal age, married, lawyer, Panamanian and resident
of this city, holder of personal identification card number eight-one hundred
and twenty nine-nine hundred and twelve (8-129-912); JULIO ORNESTO LINARES
FRANCO (Julio E. Linares F.), male, or legal age, married, lawyer, Panamanian
and resident of this city, holder of personal identification card number
eight-two hundred and thirty-one thousand six hundred and sixty six
(8-230-1666); and they requested me to issue this Public Deed to make of record
that they incorporate a corporation pursuant to the following Articles of
Incorporation: ARTICLE FIRST: The name of the Corporation is "PRINCELY
INTERNATIONAL FINANCE CORP. "and its legal domicile is in the City of Panama,
Republic of Panama.
ARTICLE SECOND: Its duration is perpetual.
ARTICLE THIRD: The purposes of the Corporation shall be to engage in the
following activities, in this country or abroad, on its own account, or on the
account of third parties, independently or associated to third parties, namely:
(a) To carry out the management and exploitation of vessels or its own and of
third parties, as well as to act as representatives of other owners and
shipowners or to engage in other related activities, inherent or complementary
to said purposes. (b) Handle the maritime, fluvial and lacustrine
transportation, regular and/or not regular, domestic and international, of
persons and of cargoes; correspondence and maritime works and services in
general. (c) To render training services to personnel relative to sea
navigation. (d) For the above mentioned purposes and, in general, for every
activity developed in accordance with its Articles of incorporation, the
corporation may be constituted in owner, shipowner, to hire and lease vessels,
in time charter, bareboat charter, or under any other charter to use vessels; to
engage in the activities of transportation, transhipment and litherage
operations and cargo complement; to develop loading, unloading and stowing
operations; to render towage services; to act as shipbrokers and/or freighters,
to act as maritime agents and to represent vessels of its own or of third
parties; to build and repair vessels and navy apparatus, as well as to exploit
public and private franchises of any kind, to construct ports and also to
operate them and represent third parties in any of the manner used in the
maritime business. (e) To mediate in every matter relative to the establishment,
exploitation, management and distribution of
new lines arisen from the policies fixed by competent authorities. (f) The
purchase, sale, building, management and exploitation of real estates, urban or
rural, including the operations contemplated within the laws and rules
regulating the one-floor ownership. (g) To execute all kinds of acts,
representations, agencies, commissions, consignments, business activities and
management of properties, stocks and enterprises in general. For these purposes
the corporation is legally empowered to acquire rights, enter into obligations
and to perform all the acts which are not prohibited by law or by these
articles. (h) The purchase and sale in general and the holding of shares, bonds
and other commodities in other corporations, either on its own account or on the
account of third parties, (i) The financing in general of other corporations or
the participation therein, through the contribution of shares to furnish the
capital stock thereof. (j) Any other lawful business allowed by the laws of the
Republic of Panama or which may be allowed in the future; all which purposes may
be developed by the Corporation within or without the Republic of Panama.
ARTICLE FOURTH: The Capital Stock of the corporation is SIX MILLION DOLLARS
(US$6,000,000), legal currency of the United States of America, divided into SIX
HUNDRED THOUSAND (600,000) SHARES with a nominal value of TEN DOLLARS (US$10.00)
each. The Capital Stock may be increased by decision of the Ordinary Assembly.
ARTICLE FIFTH: The shares shall be registered shares, may be endorsed or not,
ordinary and preferred. The latter shares shall be entitled to a preferential
payment of dividend which may be cumulative or not, pursuant to the conditions
at issue. An additional
profit participation may also be fixed to them. There shall be five (5) Classes
of Ordinary Shares, A, B, C, D and E. Each class shall represent twenty (20%) of
the Capital Stock, except for the provisions of Article nine.one (9.1) (vi).
ARTICLE SIXTH: Each ordinary share issued is entitled to one (1) to five (5)
voting rights, as determined while the initial capital is subscribed and
opportunely when it is so increased by the Assembly. The preferential shares may
be issued with or without voting right.
ARTICLE SEVENTH: The stock certificates and the provisional certificates issued
shall contain the specifications and data required by Article Twenty Seven (27)
of Law Thirty Two (32) of the year one thousand nine hundred and twenty seven
(1927). Certificates representing more than one (1) share may be issued.
ARTICLE EIGHTH: In case of arrearages to integrate the capital stock, the Board
of Directors is empowered to proceed in accordance with any of the proceedings
allowed by Article Twenty Six (26) of Law Thirty Two (32) of the year one
thousand nine hundred and twenty seven (1927).
ARTICLE NINTH: For the transfer of shares, the shareholders should meet with the
following provisions: Nine one (9.1): The shareholders shall have the
preferential right to acquire the shares of other shareholders and said
requirement must be stated in the stock certificates issued by the Corporation,
which shall read as follows: "In order to be transferred, the shares are to be
Offered first to other shareholders, in the manner prescribed in the By-laws of
the Corporation". In order to exercise this preferential right the shareholders
must be guided by the following regulation: (i) For the
purposes of this Article shares class A and B are considered as a single Class,
Shares Class C and D are also considered as a single Class. (ii) There shall be
no partial offer of sale of shares of one Class. Every offer must be made for
all the shares representative of the Class owned by the seller shareholder.-
(iii) If the seller were the shareholder of Class A shares, the shareholder of
Class B shares must offer them for sale in the same conditions offered by the
shareholder of Class A shares and said preferential right may only be exercised
by the shareholders of Class C and D jointly. In case of the exercise of this
preferential right by the shareholders of Class C and D jointly, they should
acquire the total shares Class A and B offered jointly, being unable to acquire
shares of only a single Class.- (iv) If the seller were the shareholder of a
Class B shares, this preferential right shall be exercised by the shareholders
of Class A shares. If the shareholders of Class A shares are not willing to
exercise their preferential right, this right may be exercised by the
shareholders of Class C and D, but the shareholder of Class A shares shall be
entitled to offer for sale, jointly with Class B shareholders and in the same
terms and conditions, their shareholdings to the Shareholders of Class C and D,
who, in case of exercising their preferential right, must acquire jointly the
Class A and B Shares offered for sale. If the sellers were the shareholders of
Class C and D shares, the shareholder of Class E must also offer for sale his
holding under the same conditions offered by the shareholders of Class C and D
shares. The preferential purchase may only be exercised by the shareholders of
Class A and B shares. In case of the exercise of this preferential
right, the Shareholders of Class A and B jointly must acquire the shares offered
by Class C, D and E jointly, being unable to acquire the shares of only a single
Class. (vi) If the seller were a Class E shareholder, for reasons other than
those set forth in paragraph (v), his holding shall be firstly offered for sale
to Class C and D shareholders. The shareholders of Class C and D shall have a
term of sixty (60) days' to accept said Offer. If they do not accept said offer,
the Shareholder of Class E may offer his holding for sale in the same terms and
conditions than those offered to the shareholders of Class C and D to the
shareholders of Class A and B who shall then have sixty (60) days to exercise
their right. If none of the groups accept the offer made by the Shareholder of
Class E, he may offer his holding for sale to third parties. If a shareholder of
Class E shares receive a firm and written proposal from a third party for the
purchase of his holding, said proposal must be firstly notified in forty five
(45) days to the shareholders of Class C and D shares, even though the amount of
the offer is the same as that of the price originally offered. During that term
the shareholders of Class C and D Shares shall be entitled to equalize the offer
and acquire the Class E shares or may request a valuation of the shares offered.
In the latter case, since the notification of the valuation period and in a
term of thirty (30) days the shareholders of Class C and D shares for one part
and the shareholder or Class E shares for the other part must each one chose an
appraiser of said shares, who must be widely experienced with the activity
developed by the corporation. The appraiser so designated must appoint a third
appraiser. The appraisers shall take a
decision in a term of forty five (45) days and must notify the parties the
result of their decision. In case of any conflict between the appraisers, the
shareholders of Class C and D shares shall be entitled to acquire the shares (i)
at the price determined by the appraisers; (ii) at the lowest average valuation
or (iii) at the original price, if it were lower. The fees of the appraisers
shall he absorbed by the shareholder of Class E shares in case the final price
is lower than the original price or by the shareholders of Class C and D shares
if the valuation price is higher than the original price. Upon notice of the
result is given, the shareholders of Class C and D shares shall have thirty (30)
days to exercise their preferential right. If the shareholders of Class C and D
do not exercise their right, the shareholders of class A and B shall again have
the right to acquire the Class E shares in the same terms and conditions as
those at which the shareholders of Class C and D would have acquired them, after
the valuation. If after the thirty (30) days of said notification to acquire the
shares offered, they do not exercise their right, then the shareholder of Class
E shares may complete the transfer to the offering third party in the terms
originally offered by him, who is to execute all the documentation to which the
shareholder of Class E was subject prior to said transfer. In any event of
resulting purchasers of the Class E shares, the shareholders of Class A and B or
the shareholders of Class C and D, within the ten (10) days of their
acquisition, are bound to offer to the other group half of the Class E shares
acquired, in the same terms and conditions as those at which they would have
acquired the shares, having such other group thirty (30) days to decide if
they accept or not said offer, so that after the transfer is completed the
shareholders of Class A and B shares may hold fifty per cent (50%) of the
capital stock with voting right and the shareholders of Class C and D, Jointly,
may hold the other fifty per cent (50%) of the capital stock with voting right.
Upon the transfer of the Class E shares by the application of the present
clause, said shares shall automatically become into Class A, B, C or D shares in
the same proportion as inquired;
Nine.two (9.2) Whenever a shareholder wishes to transfer his shares, he should
firstly offer them for sale to the other shareholders pursuant to the provisions
of paragraph nine.one (9.1) and must so notify it to the President of the Board
of Directors and to the shareholder entitled to preferential right as to the
transfer he pretends, the price and other terms of the operation (which in any
case shall be for cash) and the whereabouts of the person to whom he intends to
transfer his shares, so that the shareholders entitled to preferential right may
exercise their right and purchase all said shares.
This right must be exercised within the thirty (30) days upon receipt of the
notification of the decision to sell. The answer must be given in writing and
shall be notified in the same manner to the President of the Board of Director
and to the seller shareholder. If no answer is received from the shareholder
entitled to preferential right, it shall be understood that he rejects the
offer.
In those cases in which the preferential right corresponds successively to more
than one shareholder, and the first shareholder does not exercise his
preferential right, in the same manner and in the
same term the seller shareholder must notify to the subsequent shareholder with
preferential right so that he may exercise his right.
Nine.three (9.3) If the shareholder with preferential right had accepted timely
and formally the offer, the transferor shareholder must deliver the shares
within the thirty (30) days after the date of the notice of the acceptance given
by the acquiring shareholder, who shall at that time pay for the price agreed
and shall perform the remaining formalities required by the terms of the sale.
Nine.four (9.4) The exercise of the preferential right is to be made for all the
shares offered. If the term for the shareholders to exercise said right is
elapsed, the President of the Board of Directors shall so advise to the
shareholder who informed of this decision to transfer his shares that he may
transfer said shares to the offering third party identified in the original
notice and in the price and under the conditions indicated therein. If the
latter transfer is not completed within the term of thirty (30) days after
receipt of the notice from the President, which transfer is to be entered into
in the respective registry books of the Corporation, then the seller shareholder
must again follow the procedure set forth in the provisions of this Clause nine
(9) and the corresponding shareholders shall recuperate their preferential right
over said shares.
Nine.five (9.5) The acquisition of the shares of the corporation implies the
acceptance of the Articles of Incorporation, of the By-Laws, of the resolutions
adopted by the Assembly of Shareholders and of the agreements of the
shareholders, which should be expressly declared by the
acquiring shareholder in the corresponding agreement of acquisition.
Nine.six (9.6) The shareholders of the corporation being corporate bodies may
freely transfer their shares, without being subject to the foregoing proceeding,
whenever the transfer is made to a corporation considered as main office,
affiliated, subsidiary, controlled/controlling/associated office of the
transferor shareholder corporation, for which purpose the shareholder should
meet with the formality of giving notice by any means to the President of the
corporation of his intention to transfer their shares to the controlled,
controlling, associated, main or affiliated office, which notice must be
accompanied with all corporate documents necessary to evidence the corporate
status of the corporation to which they pretend to transfer their shares. In any
event, in the contract for the purchase sale of shares or in the instrument
whereby they are transferred, the acquiring corporation must expressly declare
that they observe, approve and are bound by the Articles of Incorporation, the
By-laws and by the agreements adopted by the Assembly of Shareholders and by the
agreement of the exiting shareholders.
Nine-seven (9.7): Any notices to be given through authentic means, shall be
deemed to have been made in the same day that they are handed to postal offices
and the term for delivery shall start at the third (3rd) day after said date if
the address or the sender is in the Republic of Panama, or at the sixth (6th)
day if the address is abroad. If the notice is given in person through notary
public, the term for delivery shall start the day after the notarial notice is
made.
Nine.eight (9.8): The preceding provisions referring to the preferential right
to purchase shall not apply when the Board of Directors approve the transfer
unanimously by approval of its five (5) members.
Nine.nine (9.9): Only the transfers or shares which meet with the preceding
provisions at these Articles of Incorporation shall be entered into the Stock
Registry Book of the Corporation.
Nine.Ten (9.10): If the application of Article Nine.one (9.1) (iii) and nine.one
(9.1) (iv) would result in a third party acquiring shareholder of Class A and or
B the Clauses Eleventh and Sixteenth of these Articles of Incorporation shall
automatically become without effect, and from that time the relation between
shareholders shall be regulated by the Corporate Law. The seller shareholders
Shall be bound to include in the respective contract a clause expressly stating
this provision. This clause shall not be applicable to other transfers of shares
nor to those defined in article Nine.six (9.6) even though the transfers of
Class A and/or B are affected.
ARTICLE TENTH: By resolution adopted at a Special Meeting or Shareholders, the
corporation may hereinafter issue debentures, negotiable instruments and any
other evidence of indebtedness for its private or public investment, within or
without the country, in the conditions of price, interests and amortization
which may be deemed by the Assembly and subject to the standing legal
provisions. The above mentioned titles may be issued in national or foreign
currency with collateral, common or special guaranty.
ARTICLE ELEVENTH: The Corporation shell be managed by a Board of Directors
composed of five (5) members, one for each class or shares, who shall hold their
office during the term of one (1) year. The Assembly is to designate substitute
members in equal number of principal members, for each class and to hold their
office during the same term in order to fill the vacancies created in each
class. At their first meeting, the members of the Board of Directors must
appoint one President and may designate one Vicepresident; the latter replaces
the first in case of absence or inability. The Board of Directors may act with
the presence of four (4) of their members, who shall constitute quorum, and
resolution may be adopted by the vote likewise of four (4) members. In the case
of transfer of Class E shares pursuant to the provisions of paragraph nine.one
(9.1) and thus the elimination of Class E shares, then the Board of Directors
shall be composed of four (4) members, one for each class of shares, and shall
act with the presence of three (3) members and the resolutions shall be adopted
by the vote likewise of three (3) members. The Presidency of the Board of
Directors shall correspond alternatively to the Class A and B shares to hold the
office during one period and to the Class C and D shares to hold the office
during the following period, and thus subsequently. The Vicepresidency shall
correspond to The Class of shares which is not holding the office of the
Presidency. Class E shares may hold the offices unanimously determined by the
Board of Directors. At the meetings of the Board of Directors, any Director may
be represented and vote by proxy or proxies (who do not need to be Directors)
designated by written instrument (including telex or cable),
with or without power to delegate.
ARTICLE TWELFTH: The Directors must give a guarantee in cash of $1,000 (one
thousand Pesos).
ARTICLE THIRTEENTH: The Board of Directors have full power to manage and dispose
of the properties, including those which by law require special powers of
attorney, and may, therefore, sell, mortgage, alienate and otherwise dispose of
the properties of the Corporation without the consent of shareholders or the
authorization of the Assembly of Shareholders. Consequently, they may enter into
all kinds of legal proceedings on behalf of the corporation for the performance
of the purposes thereof, to trade with Banks of any part of the world, and other
credit institutions public or private, within or without the country; to
establish agencies, branches and other type of representations within or without
the country; proceed with the purchase, sale, exchange, lease in all types of
arrangements as time charter, voyage or bareboat, leasing, renting, importation
of all types of goods, supply and assignment of vessels, their spare parts and
apparatus, accessories, materials and supplies, mediation in the consideration
of the insurances to cover the risks for the services agreed and those covering
the properties of the corporation or those hired by it or the risks for third
parties which might be caused by these properties, and the carrying out of all
kinds of commercial activities normally developed in ports; to contract
obligations, to acquire, dispose of and mortgage vessels and other personal and
real properties, facilities and in general all kinds of rights and abandon ships
and other properties of the Corporation in favor of underwriters, of any State
or of any other third party if
its is deemed convenient to the interests of the Corporation, as well as to
carry out all the industrial operations, commercial transactions and contracts
related directly or indirectly to the purposes of the Corporation; to carry out
credit operations with or without expressed warranty, aimed to facilitate its
normal operational development for the performance of related activities,
accessory and complementary to those constituted by its main purposes, to enter
agreements of temporary association for commercial purposes without formal
partnership, of "Union Transitoria de Empresas" and of "Agrupacion de
Colaboracion Empresaria"; to grant to one or more persons special Judicial
powers of attorney - including for criminal complaint - and extrajudicial with
the purpose and as broad as it may be deemed convenient and to engage in any
other act of disposition, investment, management and exploitation related and
benefitial to the purposes of the corporation. The legal representative of the
corporation shall be the President of the Board of Directors or the
Vicepresident in case of absence or inability. In case of absence of the
president and of the vicepresident, the legal representation of the company
shall be held jointly by two directors, one of them being of the Class A and B
Shares and the other director of the Class C and D Shares.
ARTICLE FOURTEENTH: The domicile of the corporation shall be in the City of
Panama, Republic of Panama. By decision of the Board of Directors the domicile
of the corporation may be transferred to any other place within or without the
Republic of Panama. The corporation may develop its activities and establish
branches and offices in any part of the world.
ARTICLE FIFTEENTH: The Ordinary or Special Assemblies of
Shareholders may be held within or without the Republic of Panama. Any
Shareholder may appoint a proxy by means of a public or private document to be
represented at any meeting of General Assembly of Shareholders to be held. The
quorum and majority attendance for holding the Ordinary and Special Assemblies
of Shareholders in all cases, for the first as well as for the second notice,
shall be of eighty per cent (80%) of the issued and outstanding shares with
voting right. In the case that due to transfer or Class E shares pursuant to
what is provided in paragraph nine. one (9.1) said shares are eliminated, the
quorum and majority attendance in all cases shall be or seventy five per cent
(75%) or the issued and outstanding shares with voting right.
ARTICLE SIXTEENTH: The fiscal year ends on the thirty first (31st) day of
december of each year. At that time the financial statements shall be prepared
in accordance with standing accounting and technical principles commonly in use.
The Assembly may amend the fiscal year ending by the recordal of pertinent
resolution at Public Registry Office.
The net and taken profits shall be consigned as follows:
(a) Five per cent (5%), to reach up to twenty per cent (20%) of the
capital subscribed, for the funds or legal reservation;
(b) For remuneration of the Board of Directors in such case;
(c) For dividends of the Preferred Stock, with priority the unpaid
cumulative;
(d) The surplus, in whole or partially, to additional participation of the
Preferred Stock, or to funds for contingency or preservation reserve or to
a new account or to a consignment determined by the Assembly. The
dividends are to be paid in proportion to the respective participations,
within the year of its
authorization.
ARTICLE SEVENTEENTH: The winding-up of the corporation may be effected by the
Board of Directors or by the liquidator or liquidators appointed by the
Assembly. Having paid the liabilities and, having reimbursed the capital, the
surplus shall be distributed among the shareholders, with the preferences
mentioned in the preceding article.
FINAL PROVISIONS:
A) The name and the domicile of each of the subscribers to these Articles of
Incorporation and the number of shares to which each of them agrees to
subscribe, are as follows: ELOY ALFARO, of Via General Nicanor A. de Obarrio
(Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th) Floor, City of Panama,
Republic of Panama, ONE (1) SHARE; and JULIO E. LIHARES P., of Via General
Nicanor A. de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th)
Floor, City of Panama, Republic of Panama, ONE (1) SHARE.
B) The Resident Agent shall be the Law Firm "TAPIA & ASOCIADOS" whose address is
as follows: Via General Nicanor A. de Obarrio (Fiftieth (50th) Street), Bancomer
Plaza, Fourth (4th) floor, Post office Box Seven thousand four hundred and
twelve (7412), Panama Five (5), Republic of Panama.
C) The Directors of the Corporation shall be: TOMAS ALVARADO MONTENEGRO (Tomas
Alvarado M.), male, of legal age, Panamanian, domiciled at Via General Nicanor
A. de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth (4th) Floor, City
of Panama, Republic of Panama; CLARISSA PLATA DE AQUIRRE (Clarissa P. de
Aguirre), female, of legal age, domiciled at Via General Nicanor A. de Obarrio
(Fiftieth (50th) Street),
Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama, and ELSA
MARIA SOUSA QUINTERO (Elsa Ma. souaa), female, of legal age, domiciled at Via
General Nicanor A. de Obarrio (Fiftieth (50th) Street), Bancomer Plaza, Fourth
(4th) Floor, City of Panama, Republic of Panama.
D) The Officers of the Corporation shall be: TOMAS ALVARADO MONTENEGRO (Tomas
Alvarado M.), President; CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre),
Vicepresident and Treasurer;and ELSA MARIA SOUSA (Elsa Ma, Sousa), Secretary.
I made known to the parties appearing before me that a copy of this public
instrument must be registered; and it having been read to them in the presence
of the attesting witnesses, Mrs. Aura Isabel Santiago de Castillero, with
personal identification card number eight-one hundred eighty three-nine hundred
seventy nine (8-183-979); and Vielka Diaz de Canizales, with personal
identification card number eight-four hundred and twenty one-six hundred and
seventy three (8-421-673), of legal age, and residents of this city, to me known
and qualified to discharge the duty, they found it to be correct, and they all
sign it as a matter of record, before me, the Notary Public, whereunto I attest.
THIS Document bears number SEVEN THOUSAND THREE HUNDRED AND SEVENTY ONE. (7371)
(sgd.) ELOY ALFARO -- JULIO E LINARES F.-- Aura I. S. de Castillero -- Vielka
D. de Canizales -- RUBEN AROSEMENA QUARDIA, Third Notary Public.
This copy which I issue, seal and sign in the City of Panama, on the
Twentieth (20th) day of the month of July, in the year one thousand nine hundred
and ninety two (1992), agrees with its original.
(sgd .) RUBEN AROSEMENA QUARDIA, Third Notary Public.
PUBLIC REGISTRY OFFICE - PANAMA - This document was filed at 03:06:45.1. on the
20th day of July of 1992, as per Volume 215 and Entry 10859 of the Journal, by
JUAH MONTES G.- Duties Paid B/. 1,281,00; Liquidation No. 892039402 -(sgd.)
Gonzalo Cornejo Campos, Chief of the Section.
There is a stamped seal of the Public Registry Office of Panama.
BE IT REGISTERED (Sgd.) Rocio A. de Vidal, Chief of the Section.
This document has been recorded at Microjacket 261886, Roll 35991, Frame 0156,
of the Microfilm (Mercantile) Section of the Public Registry Office, on July 21,
1992- (sgd.) Ivonne Arjona, Chief of the Section.
I, SONIA E. GOMEZ V., do hereby certify that the foregoing is a true and
exact translation of its original in Spanish.
Panama, January 7, 1993
PRINCELY INTERNATIONAL FINANCE CORP.
BY-LAWS
CHAPTER ONE
Office
Article One.- Main Offices.
The main offices of this corporation shall be at Plaza 2000, 4th Floor,
Via General Nicanor A. de Obarrio (50th Street), City of Panama, Republic of
Panama.
Article Two.- Other Offices.
The corporation may have other offices at such places as the Board of
Directors may, from time to time, designate or where the business of the
corporation may require.
CHAPTER TWO
General Assembly of Stockholders
Article One.- Place of holding meetings.
The meetings of the General Assembly of Stockholders of the corporation
shall be held at the offices of the corporation in the Republic of Panama,
unless otherwise specified in the notice or in the waiver of notice of the
meeting, being understood, however, that this provision shall be subject to what
is provided in Article Four of this Chapter, and being further understood that
the Directors may, by resolution of the Board, change the place for the holding
of meetings of the Assembly of Stockholders for any place within or without the
Republic of Panama.
Article Two.- Annual Meeting.
Subject to what is provided in Article One and Four of this Chapter, and
unless otherwise specified in the notice or in the waiver of notice of the
meeting, the annual meeting of the Assembly of Stockholders of the corporation
shall be held in the offices of the Company, in the Republic of Panama or as
such other place within or without the Republic of Panama as may be
determined by the Board of Directors, for the purpose of electing Directors and
for the transaction of such other business as may be brought before the meeting,
at such hour and on such business date as may be determined by the Board and
designated in the notice of the meeting. If for any reason said meeting shall
not be held on the date designated, the same may be held at any time thereafter,
through notice or waiver of notice of the meeting, as it may be further
established, and the matters to be discussed thereat may be transacted at any
special meeting called for that purpose.
Article Three.- Special Meetings.
Special meetings of the Assembly of Stockholders may be called by orders
of the President or the Board of Directors at any time deemed necessary, and it
shall be binding to order the notice for such meetings when so requested in
writing by the Stockholders owners of not less than one twentieth of the issued
and outstanding shares entitled to vote thereat. The matters to be transacted at
a special meeting shall be limited to the objects specified in the notice of the
meeting.
Article Four.- Notice of meetings.
Notice of the date and place of the annual meeting or any special meeting
of the stockholders shall be given by the Secretary of the corporation to each
stockholder entitled to vote thereat by mailing a letter to each stockholder to
the address left by him at the office of the Secretary of the corporation, or to
his last known address, or by personal delivery of the same, not less than ten
days before such meetings. The notices for special meetings shall also indicate
the purposes of the meeting. All or any of the Stockholders may waive notice of
a meeting before or after the holding of such meeting and the presence of a
stockholder at any meeting, in person or by proxy shall be considered as a
waiver on his part to the notice of said meeting. The meetings of the
stockholders may be held at any time, for any purpose, without notice, when all
the Stockholders are present in person or represented by proxy, or when all the
stockholders shall waive notice and consent to the holding of such meeting.
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If the corporation has issued shares to bearer the notice for the meetings
of the stockholders, unless waived by writing before or after the meeting, shall
be published in a newspaper designated by the Board of Directors.
Article Five. Voting at the meetings of the Assembly of Stockholders.
In every Assembly of Stockholders, each owner of stocks of the company,
with voting rights, shall have the right to one vote for each share at the time
of closing of the books, prior to said meeting, and if such books would not have
been closed, then for each share registered on the date fixed by the Board of
Directors, as prescribed in Article 6 of Chapter V of these by-laws. In the
event of shares issued to bearer, the holder of a certificate or certificates,
representing such shares entitled to vote, shall be entitled to one vote at any
meeting of the Stockholders, for each share entitled to vote, upon presentation
at said meeting of said certificate or certificates or upon presentation of any
other evidence of ownership as may be prescribed by the Board of Directors.
Article Six.- Proxies.
Each of the stockholders shall be entitled to vote in person or by a
special proxy, appointed by an instrument in writing, or by letter, executed
with the signature of the stockholder, or by an attorney duly authorized.
Article Seven.- Voting Procedure.
All election shall be made by ballots, and all matters shall be decided by
a majority of votes, that is with 51% of the votes, unless the Articles of
Incorporation or the Law provides to the contrary
Article Eight.- Stock Register.
The Officer or Agent in charge of the Stock Register shall keep a complete
alphabetical list of the Stockholders entitled to vote, containing the residence
and the number of shares held by each, which list and Stock Register shall be
kept on file at any office of the corporation. The Stock Register shall be the
only evidence as to who are the Stockholders entitled to vote at any meeting of
the Stockholders. In the event of shares issued to bearer the Stock Register
shall
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specify the number of shares so issued, the date of issue and that such shares
are fully paid and non-assessable.
Article Nine.- Quorum.
The holders of a majority of the total number of shares issued and
outstanding entitled to vote at any meeting, present personally or by proxy,
shall constitute a quorum for the transaction of business, unless the Law shall
require the representation of a larger number. In the absence of a quorum, the
Stockholders present or represented on the date and place at which the meeting
should have been held may adjourn the meeting from time to time until a quorum
is present. At any such adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted by a quorum of
Stockholders, just as it might have been transacted at the meeting originally
called.
Article Ten. Chair and Secretary of the meetings.
The President, or in his/her absence, the Vicepresident, shall declare
open all meetings of the General Assembly of Stockholders and shall preside such
meetings; but in the absence of the President and the Vicepresident of the
corporation, the Stockholders may elect a Chairman to preside the meeting. The
Secretary of the corporation shall act as Secretary at all meetings of the
Assembly of Stockholders, but in the absence of the Secretary of the
corporation, the Stockholders may appoint any person to act as Secretary of the
meeting.
CHAPTER THREE
Board of Directors
Article One.- Election, Qualification and Vacancies.
The properties and businesses of the corporation shall be managed and
controlled by a Board of Directors, consisting of three (3) members, but such
number may be changed at any time. In the event of an increase in the number of
Directors until the meetings of the Assembly of Stockholders are held, the
additional Directors may be elected by the Board of Directors already existing,
to exercise their duties until the next meeting of the Assembly of Stockholders
or until
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the election and qualification of their successors. In the event of a vacancy in
the Board of Directors by reason of death, resignation, removal or otherwise,
the remaining Directors, by resolution approved by the majority thereof, shall
have power to fill such vacancy for any unexpired term. A Director shall remain
validly in his office until his successor shall be elected and shall qualify.
Article Two. - Place of holding the meetings.
Meetings of the Board of Directors may be held at the places designated by
the Board of Directors, from time to time, or at the places agreed in writing by
all the Directors.
Article Three. - Regular Meetings.
Regular meetings of the Board of Directors may be held with or without
notice, as the Board of Directors may, from time to time, determine by
resolution.
Article Four.- Special Meetings.
Special meetings of the Board of Directors may be held when called by the
President with two days notice in advance given to each Director, whether by
personal delivery, or by mail, telex, cable, fax or other method of
communication. Special meetings of the Board of Directors may be held for any
purpose, without notice, when all the Directors are present, or waive notice and
consent to the holding of such meetings.
Article Five. - Quorum.
The majority of the Directors shall constitute a quorum and may decide
validly on the matters submitted to the consideration of the Board of Directors.
Article Six. -
The Directors may be represented by proxy, by public or private document,
for such purpose, if it is expressly allowed by the Articles of Incorporation.
Article Seven. - Compensation.
The Directors, as such, shall not receive any fixed salary for their
services, but by resolution of the Board of Directors the payment of a certain
sum may be agreed upon, as well as the expenses for attendance, if any, for the
attendance to each regular or special meeting of
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the Board of Directors; being it understood, however, that this provision shall
not be construed as to prevent any Director from rendering his services to the
corporation in any other capacity and from receiving the respective
remuneration. The members of special or permanent committees may receive
likewise compensation for the attendance to the meetings of the committee of
which they are members.
Article Eight.- Voting with respect of other shares.
The Directors shall have the power to designate the person who shall be
entitled to vote on behalf of the corporation with respect to the Stock, bonds
or securities that the corporation has in other companies, as well as the person
entitled to assign and transfer such stock, bonds or securities.
CHAPTER FOUR
Officers
Article One.- Election, Term and Vacancies.
The officers of the corporation shall be a President, a Secretary and a
Treasurer, who shall be elected by the Board of Directors. The Board of
Directors may also appoint such other Officers and Agents, including one or more
Vice-Presidents, as it may deem necessary, who shall have the authorization and
perform the duties conferred to them, from time to time, by the Board of
Directors. The Officers elected by the Board of Directors shall exercise their
offices for one year, or until their successors are elected and qualified, being
it understood that any officer may be removed at any time by the affirmative
vote of a majority of all the Directors. The vacancies occurring among the
Officers of the corporation shall be filled by the Board of Directors, who shall
fix their salaries. An Officer does not need to be a Director and any person may
exercise two or more offices.
Article Two. President.
The President is the Legal Representative and Executive Chief of the
corporation. He shall preside all meetings of the Assembly of Stockholders and
of the Board of Directors. He
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shall have the general and active management of the businesses of the
corporation, subject to the Board of Directors, and shall see that all the
orders and resolutions of the Board of Directors be performed. Jointly with any
other Officers designated by the Board of Directors he shall execute or shall
procure the execution of contracts and shall sign or procure the signature of
the other obligations authorized by the Board of Directors. Jointly with any
other Officer designated by the Board of Directors and previous the
authorization thereof, he may delegate or grant powers in favor of third persons
or Agents, in connection with the business of the corporation.
Article Three. Vicepresident.
The Vicepresident shall have all the powers and shall perform all the
duties of the President in the event of his absence or disability. He shall also
have the powers and duties that may be delegated to him, from time to time, by
the President. He shall also have the powers and duties that may be conferred to
him by the Board of Directors.
Article Four.- Secretary.
The Secretary shall attend to all meetings of the Assembly of
Stockholders, of the Board of Directors and of all the committees, and shall
enter the votes and proceedings of such meetings in a book that he shall keep
for such purpose. He shall keep safe custody of the Corporate Seal of the
company, whenever adopted by the Board of Directors, which he shall affix on any
instrument requiring such seal. He shall give and send the notices of the
meetings, and shall be in charge of the books and documents corresponding to his
office, or those entrusted to his care by the Board of Directors or by the
committees. He shall also perform the other duties corresponding to his office
or those conferred to him by the Board of Directors.
Article Five.- Treasurer.
The Treasurer shall have the custody of the funds and securities of the
corporation and shall keep complete and exact accounts of the entries and
disbursements in the books belonging to the corporation and shall deposit all
the monies and other valuable effects in the name and to the credit of the
corporation with the depositories that the Board of Directors may appoint. He
shall disburse the funds of the corporation in accordance with the orders of the
Board of
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Directors, and shall keep adequate vouchers of such disbursements and shall
render to the President or the Board of Directors, when required, an account of
all his operations as Treasurer as well as a general balance sheet of the
corporation.
Article Six. - Oaths and bonds.
The Board of Directors may by resolution require that any officers, agents
or employees of the corporation take oaths or bonds for the faithful performance
of their respective duties.
Article Seven. - Signatures.
All checks, drafts or orders for the payment of money, and all acceptance,
bills of exchange and notes shall be signed by the Officer or Officers of the
corporation and the Agents that the Board of Directors may appoint by
resolution.
Article Eight.- Vacancies.
The vacancies occurring among the Officers may be filled for the unexpired
portion of the term by the same body authorized to make its appointment.
Article Nine.- Delegation of Duties.
In the event of death, resignation, retirement, disability, incapacity,
illness, absence, removal or negative from any officer or agent of the
corporation, or for any other reasons that the Board of Directors may deem
sufficient, the Board of Directors may delegate the powers and duties of such
officer, or agent, upon any other officer, or agent, or in any other director,
while the respective measurers are being provided.
CHAPTER FIVE
Shares of the Capital Stock
Article One.- Stock Certificates.
All Stock Certificates of the capital stock of the corporation shall be in
the form, not incompatible with the laws nor with the Articles of Incorporation,
as the Board of Directors may approve; they shall contain a reference to the
inscription of the corporation in the Mercantile Registry; and shall be signed
by Officers designated by the Board of Directors from time to time.
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All Stock Certificates shall bear consecutive numbers, the name of the person
owner of the shares represented thereby, together with the number of such shares
and the date of issue and shall be entered in the books of the company.
Article Two.- Bearer Shares.
Shares may be issued to bearer only if fully paid and non-assessable.
Article Three. - Stockholders of Record.
The corporation shall have the right to consider the holder of record of
any share or shares of the capital stock of the corporation as the holder in
fact thereof, and shall not be bound to recognize any claim or interest arising
from any other person in respect to the shares of one class or another, even
though it may have express notice thereof, except in the cases expressly
provided in the Panama Laws.
Article Four. - Register of Bearer Shares.
In the event of shares issued to bearer the stock register shall indicate
the number of shares issued, the date of issue and that such shares have been
fully paid and are non-assessable.
Article Five.- Canceled and Lost Certificates.
All stock certificates waived shall be canceled, and the corresponding
certificate shall not be issued unless waiver and cancellation of a similar
certificates for a like number of shares is made. Any person who alleges the
loss or destruction of a stock certificate shall make a statement or affirmation
of such fact, and shall announce it in accordance with the requirements of the
Board of Directors, and further, if the Board of Directors shall so require,
shall serve a bond for the amount stipulated by the Board, whereupon a new
certificate of the same tenor and for a like number of shares shall be issued in
lieu of the certificate alleged to have been lost or destroyed.
Article Six.- Transfers of Shares.
Transfers of shares shall be made in the books of the corporation by the
holder thereof or his attorney, by waiver and cancellation of the certificate or
certificates for such shares; but the
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Board of Directors may appoint any bank or trust company to act as agent or
registrar for the transfers of such certificates. The books of transfers of the
corporation may be closed during the period that the Board of Directors
determine, provided said period does not exceed forty days prior to the date
fixed for the annual or a special meeting of the Assembly of Stockholders, and
said period may also be closed by the Board of Directors for the time that said
Board may deem necessary for the payment of dividends and meanwhile the shares
shall not be transferable. The Directors may fix also a date not less than forty
days before the holding of any meeting, as the date in which the stockholders of
the class who are not holders of the shares issued to bearer, entitled to notice
of and to vote at such meeting are determined, in which case only the
stockholders of record in such date shall be entitled to notice of and to vote
at such meeting. Shares issued to bearer shall be transferred by the delivery of
the certificate or certificates representing the same.
Article Seven. - Stockholders' Addresses.
Every Stockholder of record shall give to the Secretary an address to
which all or any notices shall be sent, but in the absence thereof, such notices
may be sent to the last address of the stockholders or to the main office of the
corporation, except in the case provided in the Second paragraph of Article 4,
Chapter 2, of these By-Laws.
Article Eight.- Regulations.
The Board of Directors shall have the power and authorization to dictate
the rules and regulations it may deem convenient to regulate the issue, transfer
and registry of the stock certificates for the capital stock of the corporation.
CHAPTER SIX
Dividends
Article One.- Dividends and Reserves.
Before the payment of any dividend or the making of any distribution of
profits, the Board of Directors may deduct from the surplus or the net profits
of the corporation, such sum or sums
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that in its discretion may be proper as a fund of reserve for depreciation,
renewal, indemnity and maintenance or for such other purposes that the Directors
may deem conducive or convenient for the interests of the corporation. Dividends
upon the issued and outstanding shares of the corporation may be declared at any
regular or special meeting of the Board of Directors.
Article Two.- Dividends in shares.
When the Board of Directors shall so determine, dividends may be paid by
the issue of shares of the corporation, provided that the capital required for
such purpose is authorized and available, and provided that if such shares shall
not have been previously issued, a sum be transferred from the surplus to the
account of capital of the corporation at least equal to the one for which such
shares could lawfully be sold.
CHAPTER SEVEN
Fiscal Year
The fiscal year of the corporation shall be for a period of twelve months
and shall end on the 31st of December of each year.
CHAPTER EIGHT
Seal
The company may adopt a corporate seal, which shall have the form and text
approved by the Board of Directors, from time to time.
CHAPTER NINE
Amendments
These By-Laws may be altered, amended or revoked by the Board of
Directors, at any regular or special meeting, with or without notice of the
proposed alteration, amendment or revocation.
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