EXHIBIT 3.25
(1,408)
WHEREBY the Corporation known as "ULTRAPETROL INTERNATIONAL S. A.", with
domicile in the City of Panama, Republic of Panama, is incorporated.
Panama, March 3, 1997.
In the City of Panama, capital of the Republic and seat of the notarial circuit
of the same name, on the - third (3rd) - day of the month of March, in the year
one thousand nine hundred and ninety seven (1997), before me, RAQUEL TORRIJOS
DE GOMEZ, Third Notary Public of the Panama Circuit, holder of personal identity
card number eight-two hundred and forty three-seven hundred and forty seven
(8-243-747), 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); and MARIO EDUARDO
CORREA ESQUIVEL (Mario E. Correa), male, of legal age, married, lawyer,
Panamanian and resident of this city, holder of personal identification card
number eight-two hundred and thirty one-seven hundred and thirty five
(8-231-735); and they requested that I issue this Public Instrument to make of
record that they are incorporating a corporation, according to Panamanian law,
subject to the following Articles of Incorporation:
FIRST: The name of the Company is: "ULTRAPETROL INTERNATIONAL S. A.".
SECOND: The objects and purposes of the corporation are: a) The purchase
and sale in general of all kinds of real estates, movables, livestocks, or of
any nature; b) The management in general of personal property or immovables,
whether as owner, or for
and the financing and in general operations in personal or real property, as
well as the participation in industrial, commercial, real estate or financial
corporations; d) The purchase or acquisition of patents, trademarks, copyrights,
licenses and formulas and the commercial exploitation of the same; e) The
undertaking of loans, whether with Banks, whether with private or public
institutions, to increase or to apply to the businesses of the corporation,
being able to guarantee the liabilities that in this sense may be incurred
through the issuance of bonds, notes, promissory notes, pledge or mortgages upon
all or any of the properties of the corporation; f) The purchase and sale in
general of shares, bonds or other valuable securities of other corporations,
whether on its own account, whether for the account of third parties, including
the management of said securities, as well as for the corporation as in favour
and for the account of third parties; g) The financing in general of other
corporations or the participation in the same, through the payment of
contributions in the integration of the capital stock of the same; h) The
exploitation of mines, of any nature, as well as the exploitation of any
industry; i) The exploitation, whether in whole, whether in part, of any other
businesses, whether of maritime nature, whether in relation to fluvial,
maritime, air or land transportation; j) Any other lawful business permitted by
the laws of the Republic of Panama or which these may allow in the future; all
of which purposes the Corporation may carry out within or outside of the
Republic of Panama.
THIRD: The authorized capital stock of the corporation is of TEN THOUSAND
DOLLARS (US$10,000.00), legal currency of the United States of America, divided
into ONE HUNDRED (100) BEARER OR
[ILLEGIBLE]
(US$100.00) each. The holder of a certificate issued to bearer may have said
certificate exchanged for another certificate in his name for equal number of
shares; and the holder of nominative shares may have his certificate exchanged
for another to bearer for equal number of shares. The capital stock may be
increased; more and new shares may be issued and the nominal value, class and
rights pertaining to said shares may be changed. Each share shall be entitled to
one vote.
FOURTH: The Board of Directors of the Corporation shall authorize the issue of
shares of the corporation and prescribe their distribution.
FIFTH: The domicile of the corporation shall be the City of Panama, Republic of
Panama. The Board of Directors may determine the domicile of the corporation to
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
other part of the world.
SIXTH: The number of the first directors shall be three (3). The Board of
Directors may, however, increase the number of Directors to seven (7) and may
also designate them. The Board of Directors shall have the duties and exercise
the powers specifically set forth in the By-Laws of the Corporation. It shall
not be necessary to be a shareholder in order to be a Director.
SEVENTH: The duration of the corporation shall be perpetual.
EIGHTH: The Officers of the corporation shall be elected in the manner and
according to what is prescribed in the By-Laws of the Corporation. The same
person may perform two (2) or more offices.
NINTH: The President of the corporation is the Legal Representative. In his
absence or inability, shall be the Vicepresident.
TENTH: The holders of fifty one
[ILLEGIBLE]
shall constitute quorum for the transaction of business on the part of the
General Assembly of Shareholders. In order that the resolution of the General
Assembly of Shareholders may be valid the affirmative vote of the majority of
the holders of the outstanding stock, present or represented by proxy, is
required. The meetings of the General Assembly of Shareholders shall be held in
the Republic of Panama or at any other place outside the Republic of Panama
which the Board of Directors or the General Assembly by themselves may
determine.
ELEVENTH: Any shareholder may grant a Proxy by means of a public or private
document to be represented in any meeting or General Assembly of Shareholders to
be held. In case of Bearer Shares this Proxy shall be granted before a Notary
Public and on it the Notary shall record the number of share certificates
presented by the grantor shareholder to the Notary, specifying the number of
shares represented by each certificate.
TWELFTH: The Board of Directors may make, change, amend or revoke the By-Laws of
the Corporation, and prescribe and change from time to time the amounts of
capital stock which it shall keep in reserve for any legitimate purpose.
THIRTEENTH: The Board of Directors may hold its meetings, maintain one or more
offices and keep the books of the Corporation at the places which the Board
itself may at any time designate, within or without the Republic of Panama.
During 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) appointed in
writing (through fax, telex or cable), with or without power of substitution.
FOURTEENTH: The Corporation reserves the right to amend, change or revoke any of
the provisions of these Articles of
[ILLEGIBLE]
Republic of Panama, it being understood that all rights conferred by these
Articles of Incorporation upon the officers, the Board of Directors and the
Shareholders of the corporation are subject to such reservation.
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 MARIO E. CORREA, 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, LINARES Y ALFARO" 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; Telephone: five
zero seven (507) two six three - six zero six six (263-6066); Fax: five zero
seven (507) two six three - five three zero five (263-5305).
C) The Directors of the Corporation shall be: JUAN ARTURO MONTES GOMEZ (Juan A.
Montes G.), with domicile at Via General Nicanor A. de Obarrio (Fiftieth (50th)
Street), Bancomer Plaza, Fourth (4th) Floor, City of Panama, Republic of Panama;
CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre), with domicile 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. Sousa), with domicile at Via General Nicanor A. de
[ILLEGIBLE]
(4th) Floor, City of Panama, Republic of Panama.
D) The Officers of the Corporation shall be: JUAN ARTURO MONTES GOMEZ (Juan A.
Montes G.), President; CLARISSA PLATA DE AGUIRRE (Clarissa P. de Aguirre),
Vicepresident and Treasurer; and ELSA MARIA SOUSA QUINTERO (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 identity card number eight-one hundred eighty three-nine hundred
seventy nine (8-183-979); and Miss Maria Isabel Gonzalez Diaz, with personal
identity card number eight-one hundred twenty eight-one hundred forty nine
(8-128-149), 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 ONE THOUSAND FOUR HUNDRED AND EIGHT (1,408)
(sgd.) ELOY ALFARO. MARIO E. CORREA.- Ma. I. Gonzalez.- Aura I. S. de
Castillero.- RAQUEL T. DE GOMEZ, Third Notary Public.
This copy which I issue, seal and sign in the City of Panama, Republic of
Panama, on the third (3rd) day of the month of March, in the year one thousand
nine hundred and ninety seven (1997), agrees with its original.
(sgd.) RAQUEL T. DE GOMEZ, Third Notary Public.
PUBLIC REGISTRY OFFICE - PANAMA - This document was filed at 08.58.27.1 a.m., on
the 5th day of March of 1997, as per Volume 254 and Entry 13221 of the Journal,
by Balbino Ponce.-
[ILLEGIBLE]
Alcides R. Tufion A., Chief of the Section.
There is a stamped seal of the Public Registry Office of Panama.
BE IT REGISTERED (Sgd.) Honorina R. de Portillo, Chief of the Section.
This document has been recorded at Microjacket 327153, Roll 53242, Frame
0019, of the Microfilm (Mercantile) Section of the Public Registry office, on
March 5, 1997.- (sgd.) Arelis Odila E. de Poveda, Chief of the Section.
I, BERTILDA R. DE TORRES, do hereby certify that the foregoing is a true
and exact translation of its original in Spanish.
Panama, March 10, 1997.
/s/ Bertilda R. De Torres
-------------------------
BERTILDA R. DE TORRES
INTERPRETE PUBLICO
CED. 9-81-1421
RESOLUCION No. 112 DE 1993
BY-LAWS OF
ULTRAPETROL INTERNATIONAL S. A.
CHAPTER ONE
OFFICE
Article One.- Main Offices.
The main offices of this corporation shall be at Bancomer Plaza, 4th
Floor, Via General Nicanor A. de Obarrio, 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, at 10:00 o'clock in the forenoon on the 12th day of
January of each year, if not a legal holiday, and if it were a legal holiday
then on the next day not being a legal holiday, for the purpose of electing
Directors and for the transaction of such other business as may be brought
before 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.
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 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. -
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 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 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 favour 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 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. 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.- Cancelled and Lost Certificates.
All stock certificates waived shall be cancelled, 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 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 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.
*****
The undersigned, Secretary of "ULTRAPETROL INTERNATIONAL S. A.", a company
duly organized and existing in accordance with the Laws of the Republic of
Panama, does hereby
C E R T I F Y :
That the foregoing is a true and exact copy of the By-Laws of said
corporation, which were duly adopted at the meeting of the Board of Directors,
held in the City of Panama, Republic of Panama, on the sixth (6th) day of March,
1997.
Panama, March 6, 1997.
/s/ Elsa Maria Sousa Quintero
--------------------------------
Elsa Maria Sousa Quintero
(Elsa Ma. Sousa)