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Exhibit 1
BYLAWS BANCOLOMBIA S.A
PAG.
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CHAPTER I NAME - TYPE - NATIONALITY - DOMICILE - OBJECT - TERM .......... 5
ARTICLE 1. NAME - NATURE - NATIONALITY .................................. 5
ARTICLE 2. DOMICILE ..................................................... 5
ARTICLE 3. OPENING OF BRANCHES AND AGENCIES ............................. 5
ARTICLE 4. CORPORATE OBJECT ............................................. 5
ARTICLE 5. TERM ......................................................... 6
CHAPTER II CAPITAL ...................................................... 6
ARTICLE 6. AUTHORIZED CAPITAL STOCK ..................................... 6
ARTICLE 7. SUBSCRIBED AND PAID-IN CAPITAL ............................... 6
ARTICLE 8. VARIATIONS TO CAPITAL STOCK .................................. 6
CHAPTER III STOCK AND STOCKHOLDERS ...................................... 6
ARTICLE 9. SHARE CLASSES ................................................ 6
ARTICLE 10. LIMITS ON THE ISSUANCE OF SHARES WITH PREFERRED DIVIDEND AND
NO VOTING RIGHTS ............................................ 7
ARTICLE 11. CERTIFICATES ................................................ 7
ARTICLE 12. ISSUANCE OF CERTIFICATES .................................... 7
ARTICLE 13. STOCK RECORD ................................................ 7
ARTICLE 14. DUPLICATES .................................................. 8
ARTICLE 15. TRANSFER OF SHARES .......................................... 8
PARAGRAPH ............................................................... 9
ARTICLE 16. NEGOTIATION OF UNPAID SHARES ................................ 9
ARTICLE 17. PENDING DIVIDENDS ........................................... 9
ARTICLE 19. SHARES GIVEN AS SECURITY AND USUFRUCT ....................... 9
ARTICLE 20. ATTACHMENT OF SHARES ........................................ 10
ARTICLE 21. WITHHOLDING OF DIVIDENDS .................................... 10
ARTICLE 22. ADHERENCE TO THE BYLAWS ..................................... 10
ARTICLE 23. TAXES ....................................................... 10
CHAPTER IV SUBSCRIPTION OF NEW STOCK
ARTICLE 24. SHARE ISSUANCE AND REGULATION ............................... 10
ARTICLE 25. PREEMPTIVE RIGHTS ........................................... 11
PARAGRAPH ............................................................... 11
ARTICLE 26. PLACEMENT WITHOUT PRE-EMPTIVE RIGHT ......................... 11
ARTICLE 27. PAYMENT OF ISSUED STOCK ..................................... 12
ARTICLE 28. MINIMUM VALUE OF SHARES AND AUTHORIZATION OF ISSUANCE ....... 12
CHAPTER V SHAREHOLDERS' REPRESENTATION .................................. 12
ARTICLE 29. POWER OF ATTORNEY ........................................... 12
PARAGRAPH ............................................................... 12
ARTICLE 30. INDIVISIBILITY OF SHARES .................................... 12
ARTICLE 31. REPRESENTATION OF ILLIQUID SUCCESSION ....................... 12
ARTICLE 32. EXERCISE OF THE REPRESENTATION .............................. 13
ARTICLE 33. LEGAL CAPACITY .............................................. 13
ARTICLE 34. INCOMPATIBILITY OF ADMINISTRATORS AND EMPLOYEES ............. 13
CHAPTER VI MECHANISMS FOR CONFLICT RESOLUTION ........................... 13
ARTICLE 35. MECHANISMS FOR CONFLICT RESOLUTION .......................... 13
CHAPTER VII MANAGEMENT AND DUTIES OF DIRECTORS AND OFFICERS ............. 14
ARTICLE 36. DIRECTION AND MANAGEMENT BODIES ............................. 14
ARTICLE 37. DUTIES OF THE ADMINISTRATORS ................................ 14
CHAPTER VIII GENERAL MEETING OF SHAREHOLDERS ............................ 16
ARTICLE 38. COMPOSITION ................................................. 16
ARTICLE 39. PRESIDENT OF THE GENERAL MEETING OF SHAREHOLDERS ............ 17
ARTICLE 40. NOTICE OF MEETING ........................................... 17
PARAGRAPH ............................................................... 17
ARTICLE 41. ORDINARY MEETING ............................................ 17
PARAGRAPH ............................................................... 18
ARTICLE 42. SPECIAL MEETINGS ............................................ 18
PARAGRAPH ............................................................... 18
ARTICLE 43. PLACE OF MEETINGS ........................................... 18
PARAGRAPH ............................................................... 18
ARTICLE 44. MEETING WITHOUT NOTICE ...................................... 18
ARTICLE 45. DELIBERATION QUORUM ......................................... 18
PARAGRAPH 1 ............................................................. 19
PARAGRAPH 2 ............................................................. 19
ARTICLE 46. FUNCTIONS OF THE GENERAL MEETING OF SHAREHOLDERS ............ 19
PARAGRAPH ............................................................... 20
ARTICLE 47. DECISIONS MAJORITIES ........................................ 21
ARTICLE 48. ELECTIONS AND VOTING ........................................ 21
ARTICLE 49. NUMBER OF DEBATES ........................................... 23
ARTICLE 50. MINUTES ..................................................... 23
ARTICLE 51. PARTICIPATION BY SHAREHOLDERS ENTITLED TO PREFERRED DIVIDEND
AND NO VOTING RIGHTS ........................................ 23
CHAPTER IX THE BOARD OF DIRECTORS ....................................... 24
ARTICLE 52. COMPOSITION ................................................. 24
ARTICLE 53. CITATION OF ALTERNATES ...................................... 24
ARTICLE 54. VACANCY ..................................................... 25
ARTICLE 55. QUALIFICATION AND INAUGURATION OF DIRECTORS ................. 25
ARTICLE 56. INCOMPATIBILITY DUE TO KINSHIP .............................. 25
ARTICLE 57. TERM OF DIRECTORS ........................................... 25
ARTICLE 58. BOARD MEMBERS ............................................... 25
2
ARTICLE 59. MEETINGS OF THE BOARD OF DIRECTORS .......................... 25
ARTICLE 60. ATTENDANCE OF ALTERNATES .................................... 26
ARTICLE 61. ATTENDANCE OF BANK OFFICIALS ................................ 26
ARTICLE 62. PLACE OF MEETINGS ........................................... 26
ARTICLE 63. FUNCTIONING OF THE BOARD OF DIRECTORS ....................... 26
ARTICLE 64. FUNCTIONS OF THE BOARD OF DIRECTORS ......................... 27
ARTICLE 65. DELEGATION .................................................. 30
ARTICLE 66. PROVISION OF VACANCIES ...................................... 30
CHAPTER X PRESIDENCY .................................................... 31
ARTICLE 67. PRESIDENT OF THE BANK - CAPACITY ............................ 31
ARTICLE 68. REPLACEMENT OF THE PRESIDENT ................................ 31
ARTICLE 69. HIERARCHICAL SUPERIORITY OF THE PRESIDENT ................... 31
ARTICLE 70. DUTIES OF THE PRESIDENT ..................................... 31
CHAPTER XI LEGAL REPRESENTATIVES OF THE BANK ............................ 33
ARTICLE 71. LEGAL REPRESENTATION ........................................ 33
FIRST PARAGRAPH ......................................................... 33
SECOND PARAGRAPH ........................................................ 34
ARTICLE 72. APPOINTMENT ................................................. 33
ARTICLE 73. FUNCTIONS OF THE SECRETARY .................................. 33
CHAPTER XII THE FISCAL EXAMINER ......................................... 34
ARTICLE 74. APPOINTMENT AND ASSUMPTION OF OFFICE ........................ 34
ARTICLE 75. QUALIFICATION ............................................... 35
ARTICLE 76. INHABILITIES ................................................ 35
ARTICLE 77. INCOMPATIBILITIES ........................................... 35
ARTICLE 78. FUNCTIONS ................................................... 35
PARAGRAPH ............................................................... 35
ARTICLE 79. REMUNERATION ................................................ 36
CHAPTER XIII BRANCH OFFICES AND AGENCIES ................................ 35
ARTICLE 80. OPERATION ................................................... 35
ARTICLE 81. COORDINATION ................................................ 35
CHAPTER XIV BALANCES, PROFITS, RESERVE AND DIVIDENDS .................... 36
ARTICLE 82. INTERMEDIATE FINANCIAL STATEMENTS ........................... 36
ARTICLE 83. FINANCIAL STATEMENTS ........................................ 36
PARAGRAPH ............................................................... 36
ARTICLE 84. LEGAL RESERVE ............................................... 36
ARTICLE 85. DISTRIBUTION OF PROFITS ..................................... 36
PARAGRAPH ............................................................... 38
3
ARTICLE 86. SHARES WITH PREFERRED DIVIDEND AND WITHOUT RIGHT TO VOTING .. 38
ARTICLE 87. DIVIDEND PERIODS ............................................ 38
ARTICLE 88. CLAIM OF DIVIDENDS .......................................... 38
ARTICLE 89. DIVIDENDS STOCK ............................................. 38
ARTICLE 90. ABSORPTION OF CORPORATE LOSSES .............................. 39
CHAPTER XV DISSOLUTION AND LIQUIDATION .................................. 39
ARTICLE 91. DISSOLUTION ................................................. 39
ARTICLE 92. NOTICE OF DISSOLUTION ....................................... 40
ARTICLE 93. LIQUIDATION ................................................. 40
ARTICLE 94. APPOINTMENT OF THE LIQUIDATOR ............................... 40
ARTICLE 95. RULES TO BE FOLLOWED IN THE LIQUIDATION ..................... 40
ARTICLE 96. DUTIES OF THE LIQUIDATOR .................................... 41
ARTICLE 97. ADMINISTRATIVE LIQUIDATION .................................. 42
4
BYLAWS BANCOLOMBIA S.A.
CHAPTER I
NAME - TYPE - NATIONALITY - DOMICILE - OBJECT -TERM
ARTICLE 1. NAME - NATURE - NATIONALITY
Bancolombia S.A. is a corporation, of Colombian nationality, incorporated
through public deed No. 388 of January 24, 1945, granted before the First Notary
of Medellin. It may also do business under the corporate name Banco de Colombia
S.A., and may designate its commercial establishments, products and services,
under the trade name of Bancolombia.
ARTICLE 2. DOMICILE
The main domicile of the Bank is the city of Medellin, capital city of the
Province of Antioquia, Republic of Colombia, where its main corporate business
and premises are also located.
The domicile may not be changed without prior resolution from the General
Meeting of Shareholders.
ARTICLE 3. OPENING OF BRANCHES AND AGENCIES
The Board of Directors may order the opening of branches and agencies of the
Bank, within or out of the country, subject to the statutory regulations and in
compliance with the requirements established by the law.
ARTICLE 4. CORPORATE OBJECT
The Bank's Corporate Object consists of all the banking operations, business,
acts and services, performed through the banking establishment bearing its name
and subject to the applicable legal provisions.
In the implementation of its corporate object and subject to the restrictions
and limitations imposed by the law, the corporation may develop all the
activities authorized to such kind of establishments and perform the investments
which it is allowed to perform.
In the Bank's corporate object are included such acts which are directly related
with it and those whose purpose is to exercise the rights and fulfill the
obligations, legally or conventionally derived from the existence and activity
of the corporation.
5
The corporation may also participate in the capital of other corporations, when
it is authorized by law, within the terms, and with the requirements, limits or
conditions established by such law.
ARTICLE 5. TERM
Originally, the corporation was established for a fifty (50)-year term, starting
on December 9, 1944, when the Superintendencia Bancaria (Superintendency of
Banking) approved the Corporation Charter, such term was extended for other
fifty years, that is, until the year 2,044.
CHAPTER II
CAPITAL
ARTICLE 6. AUTHORIZED CAPITAL STOCK
The authorized capital stock of Bancolombia S.A. is three hundred thirty five
thousand million Colombian Pesos (Ps500.000'000.000), divided into one thousand
million (1.000.000.000) shares of a par value of five hundred pesos (Ps500.oo)
each.
ARTICLE 7. SUBSCRIBED AND PAID-IN CAPITAL
The subscribed and paid-in capital of Bancolombia S.A. shall be established and
set in accordance with the Law, these bylaws, and any particular provisions
contained in the regulations governing financial institutions.
ARTICLE 8. VARIATIONS TO CAPITAL STOCK
The authorized capital stock may be modified only by the General Meeting of
Shareholders in compliance with the requirements of the Law, in accordance with
the relevant amendment to the Bylaws, legally approved and formalized. Any
modification to the subscribed and paid-in capital stock shall be certified by
the External Auditor in accordance with the legal provisions and shall be filed
with the mercantile public record.
CHAPTER III
STOCK AND STOCKHOLDERS
ARTICLE 9. SHARE CLASSES
The company's shares are certificated and of capital stock and these may be: a)
common, b) privileged, and c) with preferred dividend and no voting rights. To
the extent that it is not contrary to their nature, privileged shares shall be
subject to the provisions in these Bylaws that are applicable to common shares.
6
Shares may circulate in either certificated or uncertificated form, according to
the decision by the Board of Directors incorporated in the relevant prospect
regulation. As to uncertificated shares, their transferability shall be subject
to the rules governing operations through the Central Securities Deposit
(Deposito Central de Valores).
Pursuant to article 6 of the Bylaws, all shares issued shall have the same
nominal value.
ARTICLE 10. LIMITS ON THE ISSUANCE OF SHARES WITH PREFERRED DIVIDEND AND NO
VOTING RIGHTS
In the terms of Law, shares with preferred dividend and no voting rights, may
not represent more than fifty percent (50%) of the subscribed capital.
ARTICLE 11. CERTIFICATES
For certificated shares, certificates will be issued in numerated and
consecutive series, signed by the legal representative and the secretary, and
will contain instructions established by law, according to the text and under de
formalities determined by the Board of Directors.
For uncertificated shares, it will be sufficient for its holder to excercise its
rights, with the entry on the account and the registration in the company's
Stock Record, which will be established through record issued by the Central
Security Depository.
ARTICLE 12. ISSUANCE OF CERTIFICATES
When shares circulate certified, the Bank shall issue to each shareholder a
certificate for all the shares in his possession, unless he asks for the
issuance of certificates for a partial number of shares.
The Bank will not issue certificates for fractions of shares.
While shares are not fully paid up, only provisional certificates shall be
issued to shareholders.
ARTICLE 13. STOCK RECORD
The Corporation shall keep a Stock Record in the manner prescribed by the law,
where each stockholder's name, nationality, domicile and identification number
shall be recorded.
Both the provisional and the definitive certificates as well as alienation or
transfer of shares, attachments and legal lawsuits related to them and other
liens or limitations of ownership, shall be recorded in the Stock Record.
7
The Bank shall recognize the capacity of shareholder or Security holder's right
to shares only to the person whose name appears recorded on such stock record.
Therefore, no alienation or transfer of shares, lien or limitation, attachment
or adjudication shall produce effects regarding the Bank or third parties but by
virtue of the registration in the stock record, and such register shall not be
denied by the Bank but by order of competent authority, or when dealing with
shares whose negotiation requires the fulfillment of certain requirements not
yet accomplished.
ARTICLE 14. DUPLICATES
For shares that trade certified, the Bank shall issue duplicates of the
certificates to the shareholders registered in the Stock Record only in the
cases and subject to the provisions set forth below:
a) Issuance of duplicates in the event of theft or loss of any certificates
shall be authorized by the Board of Directors. In the event of theft, the event
shall be proven to the Board of Directors and, in any event, production of an
authentic copy of the relevant crime report shall be required. In the event of
loss, the guarantee required by the Board of Directors must be granted; should
the lost certificate be found, its owner must return the same to the Bank, for
the its cancellation.
b) In case of deterioration, issuance of duplicate shall be authorized by the
Secretary, upon submission of the original certificates by the shareholders for
their write off.
ARTICLE 15. TRANSFER OF SHARES
Shares are transferable in accordance with the Law, except in the cases legally
exempted.
In the case of sale, entry on the Share Record Book shall be pursuant to a
written order from the transferor, whether in the form of endorsement on the
relevant certificate or through a "letter of transfer" signed by him. The
transferor must indicate in the endorsement or letter, the name of the
transferee, his domicile, nationality and identification. In any forced sales
and in the event of judicial awards or corporate liquidations, the entry shall
be through exhibition of the original or true copies of the documents containing
the instruction or communication from the party legally bound to do so. In the
remaining cases the transferor must produce the documents required under the
regulations in force.
For the purposes of registration and issuance of the certificate to the
transferee, the Bank must previously cancel the certificates issued to the
transferor or former owner.
8
Should the shares circulate on an uncertificated basis, transfer thereof shall
be formalized through an account entry by the Central Securities Deposit.
PARAGRAPH
The Bank does not assume any responsibility by reason of facts or circumstances
that might affect the validity of the contract between the transferor and the
transferee of shares, and to accept or reject transfers it shall take into
account only the compliance with the external formalities of the assignment.
ARTICLE 16. NEGOTIATION OF UNPAID SHARES
Shares not paid up may be negotiated in the same manner as paid-up shares, but
both assignor and assignee shall be solidaryly responsible for the unpaid
amount.
ARTICLE 17. PENDING DIVIDENDS
When in the letter of transfer of shares or in the respective order the contrary
is not explicitly stated, pending dividends shall belong to the buyer of the
shares from the date of the letter or the order of transfer.
ARTICLE 18. NON-TRANSFERABLE STOCK
No stock whose register has been cancelled or prevented by order of competent
authority can be alienated.
To transfer stock whose ownership is under litigation, authorization from the
respective judge is needed; as to attached shares, authorization from the
plaintiff is also needed.
ARTICLE 19. SHARES GIVEN AS SECURITY AND USUFRUCT
Shares levied with securities may not be alienated without consent of the
creditor. The security on shares does not give the creditor the rights inherent
to the capacity of shareholder but with authorization of explicit agreement. The
writing or document containing the corresponding agreement shall be sufficient
to exercise the rights conferred on the creditor before the Bank.
The security shall be legalized through registration in the stock record.
Save explicit stipulation to the contrary, the usufruct shall confer all the
rights inherent to the capacity of shareholder excepting the right to alienate
or encumber them and their reimbursement after liquidation. For the exercise of
rights reserved by the owner, the presentation of the writing or document where
such reserves are made is sufficient.
In case shares circulate uncertified, these transactions shall be legalized by
entry into the account by the Central Security Deposit.
9
ARTICLE 20. ATTACHMENT OF SHARES
The attachment of shares shall be carried out with the registration in the stock
record with written order from the competent official. The attachment covers the
corresponding dividend and can be restricted only to this. In this last event,
the attachment shall be carried out through order of the judge to perform the
attachment and to place the respective amounts at his disposal.
ARTICLE 21. WITHHOLDING OF DIVIDENDS
Whenever there is litigation over shares and withholding of their dividends is
ordered, the Bank shall keep these in deposit on hand, without interests, until
the official ordering the withholding notifies to whom they shall be handed in.
ARTICLE 22. ADHERENCE TO THE BYLAWS
It is understood that any one acquiring shares of the Bank, either through the
subscription agreement or by transfer, or any other way, shall be subject to
these bylaws.
ARTICLE 23. TAXES
Taxes levied on the issuance and transfer of stock certificates are to be
charged to the stockholders.
CHAPTER IV
SUBSCRIPTION OF NEW STOCK
ARTICLE 24. SHARE ISSUANCE AND REGULATION
The shares currently on reserve, and those subsequently created by the General
Shareholders' meeting, shall be issued on the times and according to the
basis determined by the competent corporate body.
It is a duty of the Board of Directors, to order the issuance of common stock,
and to publish the respective regulation of the issue of shares, subject to the
applicable legal and statutory provisions.
The issuance of shares with preferential dividends and without right to voting,
shall be ordered by the General Shareholders Meeting, and its regulation may be
delegated to the Board of Directors.
If shares with preferential dividend and without right to voting are issued, the
issuance regulation may indicate if they can be converted into common stock, the
term for such conversion and if it is optional or compulsory.
10
In a similar way, when as a consequence of changes in the Bank structure, the
type of shares with preferential dividend and without right to voting disappear,
such shares shall be converted in common shares.
In the event that shares with preferential dividends and without right to voting
are converted into common shares, each share of the first kind, shall be
entitled to one share of the second kind.
Issuance of privileged shares shall be approved by the General Meeting of
Shareholders, which shall determine the nature and extent of any privileges,
subject to the Bylaws and the legal provisions; and shall further regulate the
placement thereof. Likewise, the diminution or suppression of privileges will be
determined by the General Meeting of Shareholders.
ARTICLE 25. PREEMPTIVE RIGHTS
In the regulation of subscription of shares, the pre-emptive right in favor of
stockholders' shall be regulated, indicating the proportion and manner such
stockholders will be able to subscribe the new issued shares. The term for the
exercise of this right shall also be stated in the regulation and it shall not
be less than fifteen (15) business days after the date when the Bank transmits
the offer to the stockholders in the manner provided for in these bylaws to call
the General Meeting of Shareholders.
The right to subscription of shares is negotiable since the date of the notice
of the offer, through written document indicating the name of the assignee or
assignees.
In the event there are stockholders with preference dividend and without right
to voting, to safeguard the pre-emptive right of these shareholders, the legal
and statutory provisions on the matter shall be observed.
Likewise, when approving the issuance of privileged shares, applicable
regulations shall govern.
PARAGRAPH
The Board of Directors in the same resolution about placement of stock, may
authorize the Presidency to sell, through direct negotiation with third parties,
or outside the stock market, the remaining stock of the issuance, once the time
for the exercise of the pre-emptive right has elapsed.
ARTICLE 26. PLACEMENT WITHOUT PRE-EMPTIVE RIGHT
The General Meeting of Shareholders through favorable voting of at least seventy
per cent (70%) of the stock represented at the meeting may dispose that a
certain issuance of stock be placed without subjection to the pre-emptive in
favor of the shareholders.
11
ARTICLE 27. PAYMENT OF ISSUED STOCK
The issued stock shall be paid in cash in the manner indicated in the
regulation. When this provides cancellation by installments, not less than a
half shall be paid at the moment of subscription, and the balance in a maximum
term of one year.
ARTICLE 28. MINIMUM VALUE OF SHARES AND AUTHORIZATION OF ISSUANCE
The Bank may not issue shares for a price lower than their par value, and to be
able to perform the subscription of the issued shares, approval of the
respective regulation shall be obtained from the Superintendency of Finance.
CHAPTER V
SHAREHOLDERS' REPRESENTATION
ARTICLE 29. POWER OF ATTORNEY
Shareholders may be represented before the Bank to deliberate and vote at the
General Shareholders' Meeting, to claim dividends and for any other purpose
through a written power of attorney, according to the Law.
PARAGRAPH
When the power of attorney is granted to represent shares at a certain meeting
of the General Shareholders' Meeting, it is understood, except if the
grantor of power has expressed otherwise, that such power of attorney is
sufficient to exercise such a representation at successive meetings that are a
consequence or prolongation of the first meeting, whether due to initial absence
of quorum, or adjournment of deliberations.
ARTICLE 30. INDIVISIBILITY OF SHARES
Shares are indivisible, and therefore, when due to any legal or conventional
cause, a share belongs to several people, these shall appoint a single and
common representative to exercise the rights corresponding to the capacity of
shareholder. In the absence of agreement, any interested party may request the
judge with jurisdiction on the corporate domicile, the appointment of a
representative of such shares.
ARTICLE 31. REPRESENTATION OF ILLIQUID SUCCESSION
When an illiquid succession own Bank's stock, the executor with tenancy of
property shall exercise the stockholders' rights. If there are several
executors, they shall appoint a single representative, unless one of them would
have been authorized by the judge to such effect. In the absence of executor,
the representation shall be exercised by the person elected by a majority of
votes of the successors recognized in the proceeding.
12
ARTICLE 32. EXERCISE OF THE REPRESENTATION
The Bank shall only recognize one representative per shareholder, whether this
is a natural or legal person, a community or a corporation.
At the meetings of the General Meeting of Shareholders, the representation and
the right to voting are indivisible, that is, the representative or proxy is not
allowed to fraction the vote of his principal or donor, which means that he may
not vote with a group of represented shares, in one sense or for certain
persons, and with another or other shares to the contrary or for other people.
This indivisibility is not opposed, nevertheless, to the fact that the
representative or proxy of several natural or legal persons, or several
individuals or collectivities, may vote in each case adhering separately to the
instructions given by each person or group represented or principal, but without
dividing, in any event, the votes corresponding to the same person.
ARTICLE 33. LEGAL CAPACITY
The fact that a person is registered in the stock record does not entitle him to
exercise his shareholder's rights, if he lacks legal capacity. In such case,
those rights shall be exercised by his legal representative.
ARTICLE 34. INCOMPATIBILITY OF ADMINISTRATORS AND EMPLOYEES
While they hold their positions, the administrators and employees of the Bank
may neither have power to represent other people's shares at the meetings of the
General Meeting of Shareholders, nor substitute the powers conferred on them.
This prohibition does not include the case of legal representation.
They may neither vote, even with their own shares, the decision whose object is
the approval of the end-of-term balances and accounts, nor those of the
liquidation.
CHAPTER VI
MECHANISMS FOR CONFLICT RESOLUTIONS
ARTICLE 35. MECHANISMS FOR CONFLICT RESOLUTION.
Differences arising among shareholders with regard to the general management of
the Bank, its operations, projects and businesses, shall be discussed and
resolved in the General Shareholders' Meeting pursuant to the provisions of
the law and these Bylaws.
Individual conflicts arising between the Bank and the shareholders or among the
shareholders themselves, shall be resolved in the first instance through direct
agreement; in the second instance by "amigables componedores" designated by the
parties; and in the third instance by the intervention of conciliators from the
Conciliation and Arbitration Center of the Chamber of Commerce of Medellin.
13
Disputes arising between the shareholders and the Bank, or among the
shareholders, in their capacity as shareholders, for so long as the Bank shall
exist, through the time of its dissolution and during the period of its
liquidation, that cannot be resolved by means of the aforementioned mechanisms,
shall be submitted to the binding decision of an arbitral tribunal in the city
of Bogota, Colombia, which shall be composed of three (3) Colombian citizens who
are attorneys, in accordance with law.
The appointment of the arbitrators shall be made by common agreement between the
parties, within ten working days, counted from the day that the notice of a
dispute is presented by one party to the other. If there is no agreement on the
identity of the arbitrators, such appointment shall be made by the Bogota
Chamber of Commerce Center for Mediation and Arbitration by selecting from a
list of ten names that has been jointly submitted by the parties during ten
working days following the initiation of the period previously mentioned. In the
total absence of agreement, the Chamber shall make the designation in accordance
with its regulations. "Party" shall be understood to mean the person or group of
persons who hold the same claim.
The Court shall act in accordance with the rules of the Bogota Chamber of
Commerce Center for Mediation and Arbitration, and with respect to any matters
not covered by this article and those rules, the arbitration process shall
follow the applicable laws.
CHAPTER VII
MANAGEMENT AND DUTIES OF DIRECTORS AND OFFICERS
ARTICLE 36. DIRECTION AND MANAGEMENT BODIES
For the purposes of its direction and management, the company has the following
bodies:
1. General Meeting of Shareholders
2. Board of Directors
3. Presidency
Each such body shall have the functions and attributes provided in these bylaws,
pursuant to the special provisions herein contained and the legal provisions.
ARTICLE 37. DUTIES OF THE ADMINISTRATORS
The Bank's administrators must act in good faith, loyally and diligently, as a
good businessman. They shall act in the company's best interest, taking into
account shareholders' interests.
In performing their duties, the administrators must:
14
1. Make efforts leading to the proper development of the company purpose.
2. Oversee strict compliance with legal or by-law provisions.
3. Oversee proper fulfillment of the audit functions.
4. Guard and protect the commercial and industrial reserve of the company.
5. Abstain from using privileged information inappropriately.
6. Treat all shareholders fairly and respect the exercise of their
inspection rights.
7. Refrain from participating, by themselves or through third parties in either
their personal interest or in the interest of third parties, in any activities
entailing competition with the company or in any acts that might involve
conflicts of interest.
All Directors, executive officers and employees that find themselves confronted
with a possible conflict of interest should proceed as follows:
In any situation that creates a doubt concerning the possible existence of a
conflict of interest, the Director, officer or employee is obliged to proceed as
if such conflict did exist.
Whenever a Director finds that in performing his or her duties, he or she may be
facing a conflict of interest, he or she shall immediately inform the remaining
members of the Board and shall abstain from participating in the discussion and
decision of the matter that gave rise to the conflict of interest.
In the event the majority of the Directors are found in a situation that will
potentially present a conflict of interest, the Board shall abstain from
performing the operation or from entering into the act or contract that gave
rise to such situation, except otherwise expressly authorized by the General
Shareholders' Meeting in the terms of Law 222, 1995 as amended.
In the event an officer or an employee of the Bank finds that in performing his
or her duties, he or she may be facing a conflict of interest, he or she shall
immediately inform his or her superior of the situation in writing and the
superior shall take the matter before the Ethics Committee of the Bank, in order
for it to determine in each case the manner to avoid such conflict.
The considerations undertaken by the Ethics Committee and the decisions adopted
by it with respect to the matter shall be recorded in a written document signed
by all members of the Ethics Committee.
15
In any event, should the Ethics Committee deem that the situation of possible
conflict of interest should be known by the Board of Directors, it shall send
the Board all of the information on the particular case, in order for the Board
to determine in the last instance the mechanisms to prevent the conflict.
In every situation in which it is impossible to prevent a conflict of interest
with respect to the Bank, the officers or Directors who are to adopt the
relevant decision shall abstain from entering into the respective act or
contract or from accomplishing the operation that gave rise to the situation,
unless otherwise expressly authorized by the General Shareholders' Meeting under
the terms of Law 222, 1995 as amended.
In the latter event, the officer shall furnish to the General Meeting of
Shareholders all information relevant for making that decision. The decision
shall be made excluding the officer's vote, if he or she is a shareholder. In
any event, the authorization from the General Meeting of Shareholders may only
be granted when the act does not prejudice the company's interests.
The commercial relations of the Bank with its main shareholders shall be
conducted within the limitations and conditions established by the applicable
laws and, in any event, under market conditions. The economic relations of the
Bank with its Directors, the President, and the Executive Officers shall be
conducted within the limitations and conditions established by relevant law and
regulations on prevention, management and resolution of conflicts of interest
8. Comply with all and any rules of conduct and obligations imposed by law upon
the administrators of financial institutions, particularly those concerning bank
management risks, under the principle of servicing the public interest.
9. In general, comply with all and any provisions provided in law and in the
bylaws, and those contained in the Bank's Code of Ethics and Corporate
Governance Code.
CHAPTER VIII
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 38. COMPOSITION
The General Meeting of Shareholders shall consist of the stockholders registered
in the stock record, in person or through legal representative or attorneys
authorized with power of attorney conferred in writing, met with the quorum and
the conditions set forth in these bylaws.
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ARTICLE 39. PRESIDENT OF THE GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders shall be chaired by the President of the
Bank; in his absence, by the principal members of the Board of Directors,
according to their order; in the absence of these, by the alternates of the
Board, also according to their order of precedence, and in the absence of all of
the above, by the person appointed by the General Meeting among the participants
at the meeting. by majority of the votes corresponding to the shares represented
therein. The Secretary of the Bank shall act as Secretary of the General
Meeting, and in his absence, the person appointed by the President of such
meeting.
ARTICLE 40. NOTICE OF MEETING
The notice of meetings both regular and special of the General Meeting of
Shareholders, shall be transmitted by notice published at least on one daily
newspaper of wide circulation in the city domicile of the Bank.
The notice of meetings where end-of-term balances are to be examined shall be
made at least fifteen (15) business days before the date appointed for the
meeting; in the other cases, such notice shall be made five (5) calendar days in
advance. To compute these days, neither the day of the notice nor the day of the
meeting shall be counted.
The notice for special meetings shall be accompanied with the corresponding
agenda.
PARAGRAPH
When it is intended to discuss the increase of the authorized capital or the
decrease of the issued capital, this point shall be included in the Agenda and
in the Notice of Meeting.
For this proposal, the Directors shall prepare a report on the motives of such
proposal, which will remain at the disposal of the shareholders during the term
of the Notice of Meeting.
ARTICLE 41. ORDINARY MEETING
The General Shareholders' Meeting shall be held every year, no later than the
thirty-first of March, for the purpose of assessing the situation of the Bank,
designating and electing directors and other officers, reviewing reports,
accounts and balance sheets of the preceding fiscal year, deciding on the
distribution of profits and agreeing on all measures deemed necessary to ensure
achieving the company's objective. The date of the meeting shall be established
by the Board of Directors, and such meeting shall be called by the President of
the Bank. If not so called, the Meeting shall automatically take place on the
first business day of April, at 10:00 am, at the Bank's principal executive
offices, where the shareholders will meet and make decisions with a majority
vote of the amount of represented shares at the General Shareholders Meeting.
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PARAGRAPH
The shareholders may examine the financial statements, accounting books,
vouchers, the report from the administrators supporting the increase to the
authorized capital stock or the decrease of the subscribed capital stock, as the
case may be, and every other documents pertaining to the company, within the
deadline and subject to the formalities provided by Law.
ARTICLE 42. SPECIAL MEETINGS
The special meetings shall be held when required by the unforeseen and urgent
needs of the Bank, upon notice of meeting made by the Board of Directors, the
President, or the External Auditor, whether at their own option, or upon request
of a plural number of shareholders representing at least twenty per cent (20%)
of the issued stock. In these meetings the General Assembly is not allowed to
deal with issues different from those stated in the Agenda published in the
call, unless it is so decided by the number of shareholders required by law, and
after the Agenda has been finished.
The shareholders' request shall be submitted in writing and clearly indicate the
object of the call.
PARAGRAPH
The Superintendent of Finance may either order the notice of meeting to the
General Meeting of Shareholders or to special meetings, or it may make such
notice by it, in the cases provided by the law.
ARTICLE 43. PLACE OF MEETINGS
Except in the case of representation of all subscribed shares, General Meetings
of Shareholders shall take place at the Bank's main domicile, on the day, time
and place set out in the notice of meeting.
PARAGRAPH
Likewise, action of shareholders without a meeting may take place in the terms
authorized by law.
ARTICLE 44. MEETING WITHOUT NOTICE
The General Meeting of Shareholders may validly meet, deliberate and decide in
any place, without need of prior notice, if all subscribed shares are duly
represented.
ARTICLE 45. DELIBERATION QUORUM
There shall be quorum to deliberate with the presence of shareholders
representing, at least, one half plus one of the shares entitled to vote at the
relevant meeting, whether ordinary or special.
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If due to lack of quorum the meeting is not held, a new meeting shall be called
which may validly deliberate and make decisions with any plural number of
people, no matter the number of shares represented thereat.
The new meeting shall neither take place before ten (10) days, nor after thirty
(30) days, both ends of business days computed from the date of the adjourned
meeting.
PARAGRAPH 1
Issues requiring, pursuant to the law or these bylaws, voting of a special
majority of the issued stock, may only be discussed and passed if the number of
shares required in each case is present.
PARAGRAPH 2
Issued stock reacquired by the corporation shall not be computed, in any event,
to constitute a quorum.
ARTICLE 46. FUNCTIONS OF THE GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders shall exercise the functions listed below,
in accordance with the Law:
1. Amend the Corporate bylaws.
2. Order the merger of the corporation, its division by subdividing its
enterprise and equity, absorption of another financing institution where
the corporation has acquired all the outstanding stock, conversion, and
assignment of assets, liabilities and contracts or a portion thereof over
twenty-five per cent (25%) of the total.
3. Order the dissolution of the corporation before the expiration of its term
and organize its liquidation.
4. Issuing privileged shares, regulating their placement, determining the
nature and scope of privileges, diminishing or suppressing them, subject to
the bylaws and the legal provisions.
5. Order the issuance of preference shares, which regulation can be delegated
into the Board of Directors.
6. Regulate that a certain issuance of shares be placed without being subject
to the pre-emptive right.
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7. Examining, approving, disapproving, modifying and concluding the year-end
financial statements and accounts to be rendered at the end of fiscal year
by the Board of Directors and the President, or when required by the
General Meeting of Shareholders.
8. Appoint, from its members, a plural committee to study the accounts,
inventories and balances when these are not approved, and report the
results to the General Meeting of Shareholders when they required it.
9. Order the distribution of profits, providing for reserves and dividends.
10. Elect, for two (2) year terms, the Board of Directors, composed of seven
(7) principal Directors and seven (7) personal alternates, and assign their
fees and remove them at its discretion.
11. Elect, for two (2) year terms, the External Auditor of the Corporation and
his Alternate, and assign their fees and remove them at its discretion.
12. Designate for periods of two (2) years, the Client Defender and his
alternate, establish its remuneration ant the budget for its activity, as
well as dismiss them freely.
13. Order the appropriate legal actions against administrators, officials or
External Auditor.
14. Delegate to the Board of Directors or to the President, when it deems it
practical and for specific instances, any or some of its functions,
provided they are not explicitly reserved or whose delegation is forbidden
by the law.
15. Exercise every other functions that are established by law or by the
company's by-laws and in general, which are not assigned to other body.
16. Adopt, generally, all the measures required by the performance of the
bylaws and the common interest of shareholders.
PARAGRAPH
The General Meeting of Shareholders shall exercise its functions under the
supervision and authorization of the Superintendency of Finance, when legally
required. The Bank shall communicate to such Superintendency the date, time and
place of each meeting of the General Meeting of Shareholders.
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ARTICLE 47. DECISIONS MAJORITIES
Generally, all resolutions by the General Meeting of Shareholders shall be
adopted with the affirmative vote of the majority of shares represented at the
meeting, taking into account that every share shall give right to one vote. The
following decisions are exempted from the above rule:
1. The issuance of shares that do not imply the preference right, which will
require the favorable vote of seventy per cent (70%) of the shares represented
at the meeting.
2. The distribution of profits shall be approved by the Meeting with favorable
vote of a plural number of shareholders representing at least seventy eight per
cent (78%) of the shares represented at the Meeting.
When the majority provided in the foregoing paragraph is not obtained, at least
fifty per cent (50%) of the net profits, or from the balance thereof, shall be
distributed, if losses from previous fiscal periods had to be cancelled. But if
the amount of the reserves exceeds one hundred per cent (100%) the subscribed
capital, the previous percentage will be raised to seventy per cent (70%).
3. When the payment of a dividend is to be paid with issued shares, a favorable
vote of eighty per cent (80%) of the common shares represented, and eighty per
cent (80%) of the preference shares subscribed shall be required.
4. In the event, that changes that would impair the conditions or rights
established for the preference shares are to be approved, or when the conversion
of such shares into common shares is to be voted, a favorable vote of seventy
per cent (70%) of the common shares and of the subscribed preference shares,
shall be required.
5. Those decisions, that according to the Law or by provision of these Bylaws,
require a special majority.
ARTICLE 48. ELECTIONS AND VOTING
At the elections and voting performed at the General Meeting of Shareholders,
the following rules shall be observed:
1. Elections may be in writing and private or by voice and public, but not
secret.
2. The General Meeting of Shareholders is not allowed to make appointments by
acclamation.
3. Election of the External Auditor and his alternate shall be through the
absolute majority of shares represented, and may be simultaneous with the
designation of the members of the Board of Directors.
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4. For the election of the members of the Board of Directors, the General
Meeting of Shareholders shall take account of the criteria on selection and
incompatibilities set forth by law and, where possible, in the Bank's
Corporate Governance Code, which criteria shall be disclosed to each
candidate, prior to the voting.
Likewise, for purposes of determining the compensation of Directors, the
General Shareholders' Meeting should consider the number and quality of its
members, their responsibilities and the time required, in such a way that
their compensation corresponds to the contribution the Bank expects from
its Directors.
5. In the election of the members of the Board of Directors or of any
collegiate committee, the electoral quotient system shall be applied. This
is obtained by dividing the total number of votes validly cast by the
number of people to be elected. The scrutiny shall begin from the list that
obtained the largest number of votes and shall continue downward. From each
list as many names shall be declared elected as many times the electoral
quotient fits in the number of votes cast for the same person, and if there
are still places to be filled these shall correspond to the highest
residue, counting them in the same descending order; blank votes shall be
computed only to establish the electoral quotient. If while verifying the
scrutiny it is found that somebody appearing on a list has already been
elected because he appeared on a previous list, then the person occupying
the following position shall be elected
6. In the event that the residue are tied at the election held subject to the
previous rule, the tie shall be resolved by drawing lots.
7. When the name of a candidate is repeated one or more times on the same
list, the votes on that list in his favor shall be computed only once, but
if the repetition is caused because he appears as principal and as
alternate at the same time, the inclusion of his name as alternate shall be
discarded.
8. If a list contains more names than those it shall have, the first shall be
computed until arriving at the desired number. If the number of names is
lower, all the names on the list shall be counted.
9. When the General Meeting of Shareholders declares the members of the Board
of Directors, principal and alternate, duly elected, it shall enumerate
both, following the order in which they were placed and became elected on
the only list or on the several lists that according to the number of votes
would have been able to elect their candidates. It shall resolve, then on
this basis, which are
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the principal directors or advisors, first, second, third, fourth and
fifth, and which are their personal alternates.
10. The members of the Board of Directors may not be replaced with partial
elections, without electing the whole Board, through the electoral quotient
system, unless vacancies are filled unanimously.
11. The corporation cannot vote its own stock.
ARTICLE 49. NUMBER OF DEBATES
All the acts of the General Meeting of Shareholders, amendment of the bylaws
included, shall require a single debate, at one regular or special meeting.
ARTICLE 50. MINUTES
The procedures of the General Meeting of Shareholders shall be recorded in the
Minutes Record, which shall be registered at the Chamber of Commerce of the main
domicile.
The Minutes Record, shall be signed by the President of the General Meeting and
by the Secretary or ad-hoc Secretary, and in the absence of this one, by the
External Auditor, and they shall be approved by a committee composed of two
persons elected by the General Meeting of Shareholders at the same meeting. The
minutes shall contain the details and other particulars required by the legal
provisions.
The resolutions of the General Shareholders Meeting regarding amendment of the
bylaws and about dissolution of the corporation before the termination of its
term shall be legalized by public deed executed by the President and the
Secretary of the Bank.
ARTICLE 51. PARTICIPATION BY SHAREHOLDERS ENTITLED TO PREFERRED DIVIDEND AND NO
VOTING RIGHTS
Shares with preference dividend do not grant their holders right to participate
at the General Meeting of Shareholders and to voting except in the following
cases:
1. In the event that changes that may impair the conditions or rights fixed
for such shares and when the conversion of such shares into common shares
are to be approved. In this event, such change shall have the approval of
the majority established under No. 4 Article 47 of these Bylaws.
2. When voting the advance dissolution, merger, transformation of the
corporation or change of its corporate object.
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3. When the preference dividend has not been fully paid during two consecutive
annual terms. In this event, holders of such shares shall retain their
right to voting until the corresponding accrued dividends have been paid up
to them.
4. When the General Shareholders' Meeting orders the payment of dividends with
issued shares. In this event, the decision shall be approved by the
majority set forth under No. 3, Article 47 of these Bylaws.
5. If at the end of a fiscal period, the Bank does not produce sufficient
profits to cancel the minimum dividend, and the Superintendency of Finance
by its own decision, or upon petition of holders of preference shares
representing at least ten per cent (10%) of these shares, provides that
benefits that decrease the profits to be distributed, had been concealed or
misled, it may determine that the holders of these shares participate with
right to speaking and voting at General Shareholders' Meeting, according to
the provisions of the Law.
6. When the register of shares at the Stock Exchange or at the National
Register of Securities is suspended. In this event, the right to voting
shall be maintained until the irregularities that determined such
cancellation or suspension disappear.
In such cases, the Bank shall timely inform the shareholders entitled to
preferred dividend as to their voting rights, so that they may exercise them,
either directly or by proxy. In such cases, the shares entitled to preferred
dividend will have voting rights under the same conditions as common shares.
CHAPTER IX
THE BOARD OF DIRECTORS
ARTICLE 52. COMPOSITION
The Board of Directors shall be made-up of seven (7) principal directors,
designated first, second, third, fourth, fifth, sixth and seventh as per their
order of election.
An alternate shall be elected for each principal director.
According to law, the Board of Directors may not be composed of a number of
principal or alternate members employed by the Bank that would constitute the
majority required to adopt any decision.
ARTICLE 53. CITATION OF ALTERNATES
The principal directors shall be replaced in their absolute, temporary or
accidental absences by their respective personal alternates.
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When a principal director informs the Bank that he will stop attending the
meetings for a continuous period exceeding a month, his alternate shall be
called to take his place.
ARTICLE 54. VACANCY
The absence of a principal director for a period of more than three months,
shall produce vacancy of his post, and in his place, his alternate shall hold
his position for the remaining of the period for which he was elected.
ARTICLE 55. QUALIFICATION AND INAUGURATION OF DIRECTORS
Any Director, before taking office, shall await until the Superintendency of
Finance qualifies him, authorizes his inauguration and he takes an oath pursuant
to the provisions of the law.
ARTICLE 56. INCOMPATIBILITY DUE TO KINSHIP
The Board of Directors may not be composed of any majority of people linked by
marriage or kinship with the third degree of consanguinity, or second of
affinity, or first civil; should the Board be elected breaching this article, it
cannot act, and the previous Board shall continue in the exercise of its
functions, and it will therewith call the General Meeting of Shareholders to new
elections. Any decisions made by the Board composed of a majority breaching the
provisions of this rule are nor valid.
ARTICLE 57. TERM OF DIRECTORS
The Directors shall be elected for two (2) year periods, but they shall remain
in their positions until their successors are elected and qualified, save when
they have been removed or declared incompetent before.
The directors may be re-elected, and removed at the discretion of the General
Meeting of Shareholders even before the termination of their term.
ARTICLE 58. BOARD MEMBERS
Following qualification, the directors elected by the General Meeting of
Shareholders shall hold a meeting to elect a President and a Vice President.
These positions may rotate among the members of the Board of Directors, in the
manner determined by the Board of Directors. Under any circumstances, a legal
representative of the Bank cannot be elected President of the Board of
Directors.
ARTICLE 59. MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors shall meet at least once a month on the day and time
determined by itself, and it shall meet any time it is called by itself, the
President of the Bank, the External Auditor, or by two of its principal
Directors.
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The notice to special meetings shall be communicated at least one day in
advance, but if all the members, either principals or alternates, are present at
a meeting, they can deliberate at any time and place, and make decisions without
previous notice.
Likewise, meetings for which the presence of the shareholders is not required
may be held according to the provisions of the Law.
ARTICLE 60. ATTENDANCE OF ALTERNATES
The Directors' Alternates may be called to the deliberation of the Board even
when they do not have to concur, when this is required, at the discretion of the
Board, by the importance of the issues to be dealt with. In this event, the
alternates shall have the right to speaking but not to voting at the
deliberations and they shall be paid as much as the principal Directors.
ARTICLE 61. ATTENDANCE OF BANK OFFICIALS
The President of the Bank shall attend the meetings of the Board with authority
to speak but without right to voting. The External Auditor may attend under the
same conditions. In addition to these, other officials of the Bank may attend,
but none of them will earn special remuneration for this attendance.
ARTICLE 62. PLACE OF MEETINGS
The meeting of the Board of Directors shall be held at the corporate domicile or
at any place, that for special cases, agree the Board.
ARTICLE 63. FUNCTIONING OF THE BOARD OF DIRECTORS
The operation of the Board of Directors shall be governed by the following
rules:
1. It shall deliberate validly without the presence of the Bank's President,
Bank's Secretary or others members of the Bank's administration.
2. It shall deliberate with a minimum of four (4) members.
3. All decisions shall be made with the affirmative vote of the majority of
members present at the meeting, except when the Law requires a higher
number of votes.
4. In the event of a tie in voting proposals or resolutions, these are deemed
denied. If the tie occurs when making an appointment, the voting shall be
repeated, and if there is still a tie, such appointment shall be considered
suspended.
5. The issues dealt with at all the meetings shall be recorded in
chronological order in a minutes record which shall be registered at the
Chamber of Commerce of the corporate domicile; the minutes shall contain
the date and
26
time of the meetings, the names of the attendants; the issues dealt with,
the decisions made and the number of pro, con, or blank votes; the written
statements left by the participants; the appointments made and the date and
time of closing.
6. The minutes shall be signed by the President or Vice President and by the
Secretary of the meeting.
7. In fulfilling their functions, the directors must abide to the principles
set forth in the Corporate Governance Code approved by the Board of
Directors.
8. Should a director find that exercise of his or her duties may entail a
conflict of interest, he or she shall promptly inform the remaining members
of the Board of Directors and, in any event, shall refrain from
participating in the discussion and decision of the matter giving rise to
the conflict of interest. In the event that the majority of Directors is in
a situation that may potentially give rise to a conflict of interest, such
body must refrain from transacting the business or entering into the
contract that gives rise to such situation, except with the express
authorization from the General Meeting of Shareholders, in accordance with
the Law.
ARTICLE 64. DUTIES OF THE BOARD OF DIRECTORS
Duties of the Board of Directors. The Board of Directors has sufficient
authority to order the execution or entering into of any act or contract within
the object of the company, and to adopt the necessary decisions so that the Bank
may accomplish its corporate purpose, and, in particular, shall have the
following duties to fulfill its responsibilities in the areas of governance,
management supervision, business, internal control and the promotion of ethical
behavior:
1. Define the Bank's general policies and strategic objectives.
2. Create and abolish, subject to the legal provisions, the branches and
agencies it considers necessary.
3. Fix the schedule of salaries and extralegal benefit payments.
4. Create the vice-presidencies and other divisions it deems practical.
5. Designate the Bank's President and his alternate, the Vice-Presidents, the
Regional Managers, the Internal Auditor, and other executive officers
directly subordinated to the President, and fix their remuneration and
functions, and freely remove them, as well as oversee the plan to replace
such administrators.
27
6. Determine the President's alternates in his temporary or accidental
absences.
7. Designate the remaining legal representatives of the Bank.
8. Authorize the establishment of affiliates and subsidiaries, subject to the
legal provisions, and transfer, subscribe or alienate shares, "quotas" or
right in such affiliates or subsidiaries or in other corporations or
enterprises, subject to the provisions of Article 4 of these bylaws.
9. Order the issuance and regulate the subscription of common shares
maintained on reserve, and regulate the issuance of shares with
preferential dividend and without right to voting, when delegated by the
General Shareholders' Meeting.
10. Fix the date to hold the General Meeting of Shareholders, within the period
provided in these bylaws, and call extraordinary meetings thereof when the
Company's unforeseen or urgent needs so require, or upon request of a
number of shareholders representing no less than twenty percent (20%) of
the subscribed shares. In the latter case, the President shall submit the
request to the Board of Directors at its next meeting, and the notice of
meeting shall be given on the date determined by the Board of Directors.
11. Authorize the year-end financial statements, the management's report and
the project on profits distribution or cancellation of losses, to be
submitted to the General Meeting of Shareholders in its ordinary meetings.
12. Submit, together with the Bank's President, to the ordinary General Meeting
of Shareholders for approval or disapproval, the General Balance-Sheet as
of December 31, of the immediately preceding year, accompanied by full
details concerning loss and profits and the remaining Financial Statements
of general purpose, the project for profits distribution, the written
report from the President regarding his management, and the Board of
Director's report on the Bank's economic and financial condition together
with pertinent accounting and statistical data and any other special data
required by Law. For the latter purpose, the Board of Directors may accept
the President's report or file a different or supplemental one.
13. Determine the investment to be given to the appropriations that, with the
character of special funds or of the investment reserve, has ordered the
General Meeting of Shareholders, and establish or modify the policies for
transitory investment of moneys not immediately necessary for the
development of the business of the Bank.
28
14. Regulate the placement of bonds on the basis that according to the law, may
determine the meeting.
15. By explicit delegation from the General Meeting of Shareholders, order
donations in favor of welfare, education, or civic services for the benefit
of the Bank employees.
16. Determine the levels of suitability for the approval of the banking
operations upon the amount, subject, connection with the establishment,
etc.
When by statutory provisions, a banking operation is to be approved by the
Board, its approval cannot be delegated.
17. Examine, when it deems it convenient, in person or through one or several
delegates thereof, the books, documents, assets, offices and branch offices
of the Bank.
18. Grant authorization to the Bank Administrators, in the cases and subject to
the statutory requirements, to alienate or acquire shares of the
corporation when dealing with operations other than commercial reasons.
19. Authorize new operations and financial services, subject to the terms and
requirements of the law.
20. Supervise the adequate structure and effectiveness of the Bank's internal
control, risk analysis and legal compliance systems, submit to the General
Shareholders' Meeting any report that might be required on the matter and
disclose to the Shareholders and to other investors, by the mechanisms
established in the Bank's Corporate Governance Code, the main risks to
which the Bank is exposed and its control mechanisms.
21. Designate the members of the Bank's Audit Committee that will support the
Board of Directors in supervising the effectiveness of the internal control
system.
22. Approve the Bank's Code of Ethics containing a listing of principles and
standards of conduct guiding the directors', employees', officers' and
agents' attitude and behavior, regulating, among other aspects, the
mechanisms to prevent conflicts of interest and use of confidential
information. Within the Code of Ethics, The Board of Directors will
establish the Ethics Committee and its composition.
29
23. Adopt, through approval of the Corporate Governance Code, any necessary
measures in connection to the Bank's governance, its conduct and the
information it discloses, to assure full respect of shareholders and
investors' rights, the adequate management of its affairs and public
disclosure of its performance and assure its compliance.
24. To promote respect and fair treatment of all shareholders and other
securities investors, in accordance with the parameters established by the
regulatory control agencies of the public stock market and the internal
regulations of the Bank.
25. By approving the Corporate Governance Code, regulate the procedure allowing
investors to retain, at their expense and under their own responsibility,
conduction of special audits on the company, regarding specific and
determined matters.
26. By approving the Corporate Governance Code, define any programs for
information to investors, the mechanisms for adequate attention to of their
interests and the system for receipt of claims from investors in connection
with the enforcement of the rules contained in the Corporate Governance
Code.
27. Carry out an annual self-assessment of its performance and the performance
of the Bank's President. The evaluation must include all aspects detailed
in the Bank's Corporate Governance Code.
28. The Board of Directors may present proposals to the General Meeting of
Shareholders in all matters considered necessary for the best operations of
the Bank.
29. Act as a consultant body for the President and the Bank and, generally,
exercise all other functions conferred on it by these bylaws and the law.
ARTICLE 65. DELEGATION
The Board of Directors may delegate to the President, when it deems it
practical, for special cases or for limited time, any or some of the functions
listed in the foregoing article, provided they may be delegated.
ARTICLE 66. PROVISION OF VACANCIES
In the event of a definitive vacancy of a Director, the Board of Directors may
call to a General Meeting of Shareholders to fill the vacancy, either by partial
and unanimous voting or through a new election of the whole board, by the
electoral quotient system as provided for in these bylaws.
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CHAPTER X
PRESIDENCY
ARTICLE 67. PRESIDENT OF THE BANK - CAPACITY
The Government and direct management of the Bank shall be in the charge of the
President who is appointed and removed by the Board of Directors at its own
discretion.
ARTICLE 68. REPLACEMENT OF THE PRESIDENT
Upon temporary or accidental absence, the Bank's President shall be replaced by
his alternate, if the Board of Directors so designates. In the absence of an
alternate, any Vice-President as determined by the Board of Directors shall
replace him.
In the event of absolute absence, that is, because of death, accepted
resignation or removal, the Board of Directors shall appoint a new President.
Until such appointment is made, the Presidency of the Bank shall be exercised as
provided in the preceding paragraph.
ARTICLE 69. HIERARCHICAL SUPERIORITY OF THE PRESIDENT
All the employees of the Bank, except the External Auditor and his personnel
shall be under the authority of the President in the performance of their
duties.
ARTICLE 70. DUTIES OF THE PRESIDENT
The following are the duties of the President, which he will exercise directly
or through his delegates:
1. Execute the decrees and resolutions of the General Meeting of Shareholders
and of the Board of Directors.
2. Create the positions, offices or employees that he may consider necessary
for the best operations of the Bank; assign their functions, abolish or
merger them.
3. Designate, remove and accept any resignations from the Bank's employees, as
well as fix their salaries and compensation, subject to number 3 of article
64, except those whose designation and removal correspond to the General
Meeting of Shareholders, to the Board of Directors or to the External
Auditor. All of the foregoing may be done directly or through his
delegates. The President shall be responsible for evaluating annually the
performance of executives that are his direct subordinates.
4. Decide as to the absences, excuses and leaves of the Bank's employees,
whether directly or though his delegates.
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5. Order all actions concerning the acknowledgement and cancellations of
benefit payments, subject to the provisions of the law and the Board of
Directors.
6. Adopt the decisions related to the journalizing of depreciations,
establishment of appropriations or reserves and other charges or entries to
provide for depreciation, devaluation and guarantee of the Corporation's
equity; method for valuation of inventories and other standards for the
preparation and presentation of the inventory, the balance sheet and the
profit and lose statement, subject to the laws, with the established
accounting practices and the provisions of the Board of Directors.
7. See to it that the collection and investment of the Bank funds and all the
securities belonging to the Bank and received under custody or deposit be
kept with due safety.
8. Direct the placement of shares and bonds issued by the Bank.
9. Call the General Meeting of Shareholders and the Board of Directors to
extraordinary meetings.
10. To present in the ordinary meeting of the General Assembly a written report
regarding the managing of the company, including the measures whose
adoption he recommends to the Assembly, and to present to it, jointly with
the Board of Directors, the general balance sheet, the complete detail of
the statement of results and the other annexes and documents required by
law. The Financial Statements shall be certified in accordance with the
law. This report shall contain, among others, a description of the risks
inherent to activities related to the Bank, and other material aspects
relating to the banking operation, in accordance with current applicable
laws and regulations.
11. Represent the Bank to the companies, corporations or communities in which
it has an interest.
12. Visit the branch offices of the Bank when he considers it convenient.
13. Perform the functions that by virtue of delegation of the General Meeting
of Shareholders or the Board of Directors are conferred on him.
14. Order the Internal General Rules of the Bank, its Branch Offices and
Agencies
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15. Delegate any or some of his duties on the committees or officers that he
considers convenient and for concrete cases; provided that these functions
are not explicitly reserved to him, or those whose delegation is forbidden
by the Law.
16. The president may present proposals to the General Meeting of Shareholders
in all matters he consider necessary for the best operations of the Bank.
17. Other duties that are related to this position according to law, by-laws or
the positions own nature.
CHAPTER XI
LEGAL REPRESENTATIVES OF THE BANK
ARTICLE 71. LEGAL REPRESENTATION
As to matters concerning the Company, the Bank's judicial and extrajudicial
legal representation shall be carried on by the President and the
Vice-Presidents, who may act jointly or separately.
Such representatives are empowered to enter or perform, without limitations
other than those set forth in these bylaws in referring to transactions
requiring the prior authorization from the Board of Directors or from the
General Meeting of Shareholders, every act or contract included under the
corporate purpose or of a preparatory, ancillary or supplemental nature for
achievement of the corporate purposes of the Bank and those directly related to
its existence and functioning. Particularly, they may settle, conciliate,
arbitrate or negotiate the corporate undertakings, enter into agreements,
contracts, arrangements and the like; institute or join any judicial actions,
whether administrative or adjudicatory, where the Bank might hold an interest or
where its intervention might be required, and file any petitions as applicable
in accordance with Law; withdraw any actions or recourses filed; novate any
obligations or loans; give or take properties in payment; hire judicial or
extrajudicial attorneys; delegate powers, revoke mandates and substitutions and
perform every other act securing compliance of the Bank's corporate purpose.
In the event of absolute or temporary absence of the President and the
Vice-Presidents, the Board of Director's members shall carry on the Bank's legal
representation, in order of their appointment, with the exception of the
President of the Board.
FIRST PARAGRAPH
Within the relevant regions and zones, and for all transactions entered in
connection therewith, the Regional and Zone Managers are also authorized to act
as the Bank's legal representatives with respect to the Zone or Region they
manage. Additionally, branch Managers are authorized to act as the Bank's legal
representatives in
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connection with matters relating to the relevant office, in conformity with
Article 80 of the corporate bylaws.
SECOND PARAGRAPH
The directors of BANCOLOMBIA's legal divisions are authorized to act as the
Bank's legal representatives. The other lawyers appointed by the Board of
Directors for such purpose are authorized to act as the Bank's legal
representatives exclusively for matters and procedures that may arise before the
administrative authorities, including the Superintendency of Finance, and the
judicial authorities.
ARTICLE 72. APPOINTMENT
The Bank shall have a Secretary appointed by the Board of Directors, at its
discretion, who shall also act as Secretary of the General Meeting of
Shareholders, the Board of Directors and the Presidency.
ARTICLE 73. FUNCTIONS OF THE SECRETARY
The Secretary shall:
1. Coordinate the organization of the meeting of the General Meeting of
Shareholders and the Board of Directors.
2. Attend the meetings of the General Meeting of Shareholders and the Board of
Directors.
3. Transmit the notice to the meetings of the Board of Directors.
4. Maintain, subject to the law, the minutes record of the General Meeting of
Shareholders and the Board of Directors, and authorize with his signature
any copies issued thereof.
5. Deal with the issuance of share certificates, register of minutes and
documents on the stockholders' record and countersign the shares and bond
certificates.
6. In his capacity as Vice-President, exercise the Bank's legal
representation.
7. Any others of special character conferred on him by the General Meeting of
Shareholders, the Board of Directors, and the Presidency
CHAPTER XII
THE FISCAL EXAMINER
ARTICLE 74. APPOINTMENT AND ASSUMPTION OF OFFICE
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The External Auditor and its Substitute shall be designated by the General
Assembly of Shareholders for periods of two (2) years, but can be reelected
indefinitely and removed by the Assembly at any time. The Substitute shall
replace the principal in all the cases of absolute or temporary absence.
Election of the external auditor shall be on the basis of an objective and
public evaluation conducted by the Bank's Audit Committee, on a fully
transparent basis, with the previous analysis of at least two alternatives in
aspects such as services offered, fees and expenses, experience, area knowledge,
etc.
Once elected, the External Auditor and his substitute shall assume office, upon
authorization from the Superintendency of Finance.
ARTICLE 75. QUALIFICATION
The External Auditor and his Alternate shall be registered public accountants.
Should a legal person be appointed as External Auditor, this one shall appoint a
registered accountant to audit the Bank accounts.
ARTICLE 76. INHABILITIES
Anybody who is a partner of the same corporation or of its affiliates, one
holding any other position at the Bank, and he who is bound by marriage or
kinship within the fourth degree of consanguinity, first civil or second of
affinity, that is, copartner of the administrators and management officials,
cashiers, treasures, External Auditor and accountant of the Bank may not occupy
the position of External Auditor.
ARTICLE 77. INCOMPATIBILITIES
The External Auditor shall not hold any other position neither at the Bank nor
at its affiliates, and he is also forbidden to enter into contracts with the
corporation or acquire shares thereof.
ARTICLE 78. FUNCTIONS
The External Auditor shall carry out the functions provided in the Second Book,
Title I, Chapter VIII, of the Commerce Code, and is subject to the provisions
therein, without harm to other provisions of other laws and regulations and the
General Shareholders Assembly while it is compatible with the Examiner's legal
obligations.
PARAGRAPH
Revelation of findings: The External Auditor, in his report to the Shareholders
Assembly, shall include, in addition to what is required by law, the relevant
findings he produces, so that the shareholders and other investors may rely on
the necessary information to make decisions regarding the corresponding
securities.
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ARTICLE 79. REMUNERATION
The External Auditor's remuneration shall be fixed by the General Meeting of
Shareholders.
The General Meeting of Shareholders where the External Auditor is appointed
shall include information related to the appropriations foreseen for the supply
of human and technical resources, allocated to the performance of his functions.
CHAPTER XIII
BRANCH OFFICES AND AGENCIES
ARTICLE 80. OPERATION
The Board of Directors shall arrange for the opening, transfer and closing of
branch offices and agencies it considers convenient or necessary, subject to the
legal and statutory regulations. The branch offices shall be administered by an
employee designated as Manager and the agencies shall be administered by an
employee designated as Director, or any other title that the Board indicates.
The Managers of the Branch Offices are authorized to act as legal
representatives of the Bank in all of the business done in relation to such
offices.
ARTICLE 81. COORDINATION
The Board of Directors may ascribe several branch offices and agencies in the
same or several municipalities to an administrative unit under the denomination
indicated by the Board, in the charge of the immediate direction of an employee
whose functions and title shall also be determined by the Board of Director.
CHAPTER XIV
BALANCES, PROFITS, RESERVE AND DIVIDENDS
ARTICLE 82. INTERMEDIATE FINANCIAL STATEMENTS
The Bank's intermediate financial statements shall be prepared on the last day
of each month, and shall be submitted to the Superintendency of Finance.
ARTICLE 83. FINANCIAL STATEMENTS
The company fiscal year shall be the calendar year. As of the thirty-first (31)
of December, the company shall prepare a General Financial Statement, an income
statement corresponding to the fiscal year ending on such date, and an inventory
detailing all assets and liabilities of the company, in accordance with all
legal requirements and established accounting regulations, which shall be
submitted for consideration to the General Shareholders Meeting, together with
the reports, projections and other documents required by law.
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The company shall state the economic result of the company as a profit or loss
per each issued share. This does not preclude that such results be, in addition,
expressed in the aggregate, if so accepted by the Shareholders Meeting.
Original copies of the General Financial Statement, together with the documents
and corresponding attachments, will be sent to the Superintendency of Finance in
the manner established by the legal provisions and in accordance with the
instructions of the Superintendency.
Financial Statements shall be published in the manner provided by the relevant
regulations.
PARAGRAPH
The Bank shall also present and make available, as applicable and in the manner
and periodicity required by law, the consolidated financial statements with its
subsidiaries, stating the financial condition, the results of operation, changes
in the capital and the cash flows between the Bank and its subsidiaries.
ARTICLE 84. LEGAL RESERVE
The Bank has established a legal reserve. Such reserve must amount to at least
fifty percent (50%) of the subscribed capital, for which purpose ten percent
(10%) of each year's profits shall be taken. Once the said limit has been
reached, a lesser percentage or no amount may be set aside for said reserve.
However, should the reserve fall below fifty percent (50%) of the subscribed
capital, it shall be necessary to reach the limit in the manner stated above.
Reduction of the reserve below the minimum limit shall be allowed for the
purpose of covering any losses in excess of non-distributed profits.
ARTICLE 85. DISTRIBUTION OF PROFITS
Once the Balance Sheet has been approved, the appropriation for the payment of
taxes of the corresponding taxable year has been made, and the transfers to the
legal reserve for the amount required in Article 84 have been preformed, the
General Meeting of Shareholders shall proceed to decree the distribution of the
net profits, providing for reserves and dividends.
The distribution of profits shall be made pro rata to the portion of the nominal
value of the shares already paid.
The amount of the profits to be distributed may not be less than the minimum
percentage that shall be distributed among shareholders, according to the laws,
except when the General Meeting of Shareholders determines otherwise, with the
majority
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established by the same laws, and provided that the undistributed benefits are
assigned to the legal reserve, or to the statutory and voluntary reserves, prior
fulfillment of the provisions contained in the law and in these bylaws.
PARAGRAPH
The General Meeting of Shareholders may allocate a portion of the profits to
welfare, education or civic services, or to support economic organizations of
the Bank employees.
ARTICLE 86. SHARES WITH PREFERRED DIVIDEND AND WITHOUT RIGHT TO VOTING
Shares with preferred dividend, and without right to voting, are entitled to
payment, on the profits of the fiscal year, after canceling the losses affecting
the capital, once the amount that shall be legally set apart for the legal
reserve has been deducted, and before creating or accruing any other reserve, of
a minimum preferred dividend equal one per cent (1%) yearly on the subscription
price of the share, provided this dividend is higher than the dividend assigned
to ordinary shares, otherwise, the latter shall be recognized. The dividend
received by holders of ordinary shares may not be higher than the dividend
assigned to preferred shares. Payment of preferred dividend shall be made on the
time and manner established by the competent corporate body and with the
priority indicated by the law.
ARTICLE 87. DIVIDEND PERIODS
The dividend periods may be different from the periods of the general balance
sheet. It is incumbent upon the General Meeting to determine such dividend
periods, the effective date of such, the system and place for its payment.
ARTICLE 88. CLAIM OF DIVIDENDS
The Company shall not recognize interest on dividends that are not claimed on
due time and they shall remain in the charge of the Bank at the disposal of
their owners.
Dividends not claimed within ten (10) years after they are caused are not
withdrawable and shall be transferred to the reserve.
ARTICLE 89. DIVIDENDS STOCK
Subject to the decision of the General Meeting of Shareholders, the dividend may
be payable is stock. This decision shall be compulsory to the stockholder's
provided it has been approved of the majority in the manner provided for on
number 3 of article 47 of these Bylaws.. In the absence of this majority, the
stockholder is free either to receive the stock dividend or to demand payment in
cash.
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ARTICLE 90. ABSORPTION OF CORPORATE LOSSES
Losses are cancelled with the reserves especially assigned to this purpose, with
the undivided profits, with the Reserve Fund and, lastly, with the profits of
the subsequent fiscal years.
The reserves whose end is the absorption of specific losses may not be used to
cover different losses, unless otherwise provided by the Stockholder's Meeting.
Before losses from previous fiscal years affecting the capital are cancelled,
profits may not be distributed; the losses affect the capital when as a
consequence of them, the net capital decreases below the subscribed capital.
CHAPTER XV
DISSOLUTION AND LIQUIDATION
ARTICLE 91. DISSOLUTION
The corporation shall be dissolved:
1. Due to the expiration of its term, unless it is validly extended before its
maturity.
2. When losses decrease the net equity below fifty per cent (50%) of the
issued stock.
3. When 95% or more of the issued stock belong to a single stockholder.
4. By reduction of the number of stockholders below the number required by the
law for its establishment and operation.
5. By decision of competent authority in the cases provided by the laws.
6. By decision of the General Meeting of Shareholders.
7. Because of the impossibility for the corporation to develop the corporate
purpose, the termination of it or the extinction of the thing or things
object of its exploitation.
8. By any other cause set forth in the laws.
If legally possible, the corporation may avoid that the occurrence of a cause of
dissolution may have irreversible effect, if it promptly adopts the measures and
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remedies provided or permitted by the law and if it carries out the formalities
demanded by the situation.
ARTICLE 92. NOTICE OF DISSOLUTION
In the event of the irreversible dissolution of the Bank, whatever its cause,
notice of its dissolution shall be published in several daily newspapers of wide
national circulation, at least for three (3) consecutive days.
ARTICLE 93. LIQUIDATION
Once the corporation is dissolved, its liquidation shall be performed therewith.
It shall not, therefore, initiate new operations in the development of its
object and shall maintain its legal capacity only for the acts necessary for the
immediate liquidation.
The name of the Bank, once dissolved, shall always be accompanied with the
legend, "under liquidation".
ARTICLE 94. APPOINTMENT OF THE LIQUIDATOR
The Liquidation and division of the capital shall be performed subject to the
legal provision, by a special liquidator appointed by the General Meeting of
Shareholders, without prejudice to the fact that the General Meeting may appoint
several liquidators and determine, in such event, if they shall act jointly or
separately. The General Meeting of Shareholders shall appoint an alternate to
each liquidator. Until the appointment of the liquidator and his alternate are
made and registered at the Chamber of Commerce of the Corporate domicile, the
President of the Bank, at the moment it starts its liquidation, shall act as
liquidator and the principal members of the Board of Directors shall act as his
alternates in the order of precedence.
ARTICLE 95. RULES TO BE FOLLOWED IN THE LIQUIDATION
The liquidation of the Company and the division of its capital shall be carried
out subject to the commerce code, to the special provisions concerning the
liquidation of financial institutions, to the applicable standards of the Civil
Code, and observing the following rules:
1. The General Meeting of Shareholders shall be called and it shall meet on
the dates, manner and terms prescribed for the regular meetings, and
special meetings whenever it is called by the liquidator, the External
Auditor, the Superintendencia Financiera (Superintendency of Finance), or
when requested by a plural number of shareholders representing not less
than twenty per cent (20%) of the issued stock. Such meetings shall
accomplish all the functions compatible with the liquidation status and,
especially, they shall appoint, change and remove, at their option, the
liquidator or liquidators and their alternates, require accounts from them,
determine the property that shall be distributed in kind, and establish
priorities for the sale of assets, manners and
40
terms for such sale, agree with the liquidators the fees for their services
and adopt all the necessary provisions according to the law.
2. The General Meeting of Shareholders may determine which property shall be
distributed in kind, fix the value of such property or the manner of
determining it, establish the manner of its assignment and authorize the
liquidator to carry out the corresponding distribution, subject to the
requirements of the law.
The meeting shall have the power to authorize the assignment of in
"proindiviso" assets by groups of shareholders, make arrangements for the
sale of assets through private treaty among the shareholders or with the
participation of external bidders, and arrange for the use of other
approaches deemed proper.
3. Absolute majority of the votes present, shall be sufficient for the
approval of the periodic accounts submitted by the liquidator, or of the
occasional accounts he may be required to give as well as to authorize the
assignment of property in kind, payments in kind, to carry out the
transactions necessary or convenient to facilitate or conclude the
liquidation, for the approval of the final account of the liquidation and
the minute of the distribution.
ARTICLE 96. DUTIES OF THE LIQUIDATOR
The liquidator or liquidators shall exercise their functions subject to the
following standards:
1. They shall inform all creditors, in the manner required by the law, about
the condition of liquidation of the Bank.
2. They shall make the inventory of assets and liabilities and submit it to
the approval of the Superintendencia Financiera (Superintendency of
Finance), in compliance with the pertinent legal provisions.
3. They shall also conclude any pending operations, require that previous
administrators render account of the management of the Company's business,
collect the "active" credits of the corporation, alienate the corporate
property, subject to the rules approved by the meeting, maintain and
custody the books and the correspondence, render accounts or present
statements of liquidation and, in general, do any thing deemed necessary
for the extinction of the Bank.
4. The liquidator or liquidators shall cancel all the external liabilities
before distributing the balance to the stockholders.
5. The balance of the assets shall be distributed among the stockholders, pro
rata of the shares owned by each one.
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6. The minute of distribution, once approved by the meeting, shall be
legalized at a notary of the corporate domicile, together with the
inventory procedures and the judicial action, in its case.
7. Once the final account of the liquidation has been approved by the General
Meeting of Shareholders, each shareholder will be given his part in the
manner determined by the law.
8. Once the liquidation has been duly concluded, its final approval shall be
requested from the Superintendencia Financiera (Superintendency of
Finance).
ARTICLE 97. ADMINISTRATIVE LIQUIDATION
When the Superintendente Financiero (Superintendent of Finance) has the assets,
property and business of the corporation under his possession, for its
liquidation, the relevant legal provisions shall be applied.
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