EXHIBIT 3.20
Unofficial English Translation
BYLAWS
TITLE ONE
ORGANIZATION
FIRST. The Corporation is a stock corporation of variable capital ruled pursuant
to these Bylaws and in all matters not foreseen on same, by the General
Mercantile Corporation Law.
SECOND TITLE
NAME, ADDRESS, TERM AND OBJECTIVE
SECOND. The corporation is named "Lear Corporation Mexico", name which shall
always be followed by the words "Sociedad Anonima de Capital Variable" (stock
corporation with variable capital) or its abbreviation "S. A. de C. V.".
THIRD. The address of the corporation is Mexico City, Federal District, but the
stockholders and the Board of Directors of the Corporation may open agencies or
branches of the corporation in any part of Mexico and abroad, without same
implying a change of domicile.
FOURTH. The term of the corporation is for ninety-nine years effective from the
date of its organization.
FIFTH. The corporate objectives of the corporation are:
1. The manufacturing, purchase, sale, export and import, on its own or to
the account of third parties, in Mexico or abroad, of all kind of
springs, seats, components and parts for the interiors of vehicles and
automobiles of the automotive industry, as well as theatres, cinema and
other show and meeting places seats and all kind of furniture.
2. The promotion, organization and management of all kind of mercantile or
civil companies.
3. The acquisition of interest or participation in other mercantile or
civil companies, taking part in their organization or acquiring shares
or participation in those already organized, as well as the sale or
transfer of such shares or participations.
4. To provide the companies of which the corporation is stockholder or
partner, or with which it establishes a business relationship,
counseling and consulting services in industrial, accounting,
mercantile or financial matters.
5. To acquire in property or by leasing or use in any way all kind of real
estate or personal properties, as well as the real rights necessary for
its corporate objectives.
6. To grant, issue, draft, accept, endorse, certify or by any other means
execute, including as guarantor, all type of credit instruments
authorized by law.
7. The Acquisition, possession, use and disposition of patents, invention
certificates, licenses, inventions, improvements to technical
procedures, trademarks and commercial names and all the other rights of
industrial or intellectual property, of its property or of third
parties.
8. The representation, as intermediary, agent, representative or in any
other capacity, of any individual or corporation, whether Mexican or
foreign.
9. To execute and/or perform, in Mexico or abroad, with its own means or
to the account of others, all kind of acts (including those of domain),
civil, mercantile, principal or guarantee or any other type of
agreements or contracts authorized by Law, being able as well, whether
as a guarantor, surety or in any other capacity, including as a joint
or several debtor, to guarantee obligations and debts of companies with
which it has a direct or indirect participation in the capital stock of
the corporation or corporations belonging to its same corporative
group.
THIRD TITLE
STOCK CAPITAL AND SHARES
SIXTH. The capital stock of the corporation is variable, with a fixed minimum
capital of $117,500.00 (one hundred and seventeen thousand, five hundred pesos
00/100, Mexican currency), represented by 117,500 common shares. The variable
capital of the corporation is unlimited.
SEVENTH. All the shares of the capital stock, including any preferential shares
or those with special rights or with limited vote, shall be registered without a
par value. All the shares shall be of free subscription and designated Series
"B" shares unless: (i) the stockholders decide or is thus required by any law,
for the shares to be issued reserved to Mexican stockholders, which shall be
designated as Series "A", same which shall correspond to the portion of capital
which the stockholders decide or, in its case, for the laws of regulatory
provisions reserve to Mexican stockholders, except when the subscription or
acquisition of said shares by foreign investors is authorized by the
corresponding authorities or by applicable laws in matters of foreign
investment; or (2) when shares called "neutral" should be issued, pursuant to
the provisions of the respective authorization, same which shall be designated
Series "N" shares.
EIGHTH. Except of the preferential shares or with special or limited rights that
are issued, all the shares shall grant the same rights and obligations.
NINTH. The stock capital increases and reductions shall be subject to the
following provisions:
a) The minimum capital increases and reductions of the corporation shall
be made by means of a stockholders' resolution. The increases and
reductions of the variable capital, insofar as this does not require a
special quorum pursuant to these bylaws, may be made by means of a
stockholders agreement.
b) No new shares shall be issued, until those shares previously issued
have been fully paid.
c) The authorized, but still not subscribed shares and those shares, which
have been amortized or withdrawn, must be kept in the Treasury of the
Corporation.
d) Only those shares fully paid may be amortized or withdrawn.
e) The amortization and withdrawal of shares shall be made in proportion
to the stockholders, except when otherwise adopted by the stockholders
and respecting, in its case, the withdrawal right of the stockholders
set forth in the Sixteenth Clause.
f) The amortization of shares with distributable profits, as foreseen in
article 136 of the General Mercantile Corporations Law are hereby
authorized, except for the provision of subparagraph III of the
aforementioned article when the stockholders by unanimous vote accept
the designation of shares to be acquired to amortize same.
FOURTH TITLE
PREFERENTIAL RIGHTS
TENTH. Each registered stockholder shall have a preference to subscribe and
acquire the new shares issued by the Corporation when making any capital stock
increase, in proportion to the number of shares held prior to the increase and
without counting, for the purposes of said proportion, the shares possessed by
stockholders which do not exercise their preferential rights, provided, with
respect to stockholders which are foreign investors and if so required by the
applicable legal provisions, if same obtain the corresponding prior permit from
the corresponding authorities to increase their proportion of shares, in its
case, with the understanding that alternatively each of said foreign
stockholders shall have the right to in order to acquire them to appoint one or
more third parties with the legal capacity for same, pursuant to the same terms
and conditions set forth for the other subscribing stockholders on the increase
in question. Said preferential right may be exercised within fifteen days
following the publication of the resolution decreeing the capital increase in
the official journal of the corporate domicile or else within 15 days following
the date on which each stockholder is notified in writing by the corporation
with respect to the capital increase decreed.
FIFTH TITLE
SHARE CERTIFICATES AND STOCKHOLDERS REGISTRY
ELEVENTH. The provisional stock certificates and the final stock certificates
shall have progressive numbering and shall include all the data set forth in
article one hundred and twenty-five of the General Mercantile Corporations Law,
as well as the complete text of the Fifteenth Clause of the instrument herein
and shall be signed by two Proprietary or Alternate Corporate Officials, with
the understanding that said signatures may be printed by facsimile. The final
stock certificates may have attached dividend coupons.
TWELFTH. All the stock certificates may cover one or several shares and any
stockholder may request for the Board of Directors the exchange of any
certificate previously issued on its name by one or several new certificates
covering his/her shares, provided the total number of shares covered by said new
certificates remains the same as the total number of shares covered by the
substituted shares. The cost of any certificate exchanged requested by a
stockholder shall be payable by said stockholder.
THIRTEENTH. In the event of loss, theft, misplacement or destruction of any
provisional or final stock title, its replacement shall be subject to the
provisions of the First Chapter, First Title of the General Credit Instruments
and Operations Law. All the duplicate stock certificates shall bear a notice
indicating that they are duplicates and that the corresponding original
certificates are left without no value. All the expenses corresponding to the
replacement of said stock certificates shall be at the exclusive expense of the
holder of the replaced certificate.
FOURTEENTH. The corporation shall keep a Stockholders Registry therein
evidencing all the shares issued, as well as the name, address and citizenship
of the holders of same and if the shares have been fully or partially paid, the
exhibitions made and all the share transfers.
This registry shall be kept by the Secretary of the Corporation. All share
transfers shall become effective with respect to the Corporation, as of the day
the transfer has been recorded in the Stockholders' Registry of the Corporation.
The Secretary shall be obliged to proceed to make the registries foreseen in the
clause herein.
SIXTH TITLE
FOREIGN STOCKHOLDERS
FIFTEENTH. All foreigner who in the act of organization or at any other future
time acquires an interest or corporate participation, for that simple fact,
shall be considered as Mexican with respect to said interest or participation,
assets, rights, concessions, participations or interests of which the
corporation is a holder and of the rights and obligations arising from the
agreements which are a part of the corporation with Mexican authorities and
shall be understood that he/she agrees not to invoke the protection of his
government, under penalty, in the event of not complying with this agreement, of
losing said interest or participation to the benefit of Mexico.
SEVENTH TITLE
STOCKHOLDERS' AGREEMENTS AND MEETINGS
SIXTEENTH. The stockholders holding a meeting or by means of agreements resolved
by them outside a meeting, pursuant to the provisions hereinafter set forth,
constitute the supreme body of the corporation and its resolutions shall be
binding for all the stockholders and, in the event of resolutions adopted during
a meeting, even for those absent or dissident. In the event of a meeting, the
dissident stockholders shall enjoy the rights granted in articles 201 (two
hundred and one) and 206 (two hundred and six) of the General Mercantile
Corporations Law and the absent stockholders, in its case, the right referred to
in article 201 (two hundred and one) of the same law. In the event of withdrawal
of any stockholders, same shall be pursuant to the provisions of article 220
(two hundred and twenty) of the General Mercantile Corporations Law and the
value of the reimbursement shall be the accounting value of the share, pursuant
to the Financial Statements of the corporate period immediate prior to the
exercise during which the notice of withdrawal was received by the corporation,
approved by the stockholders.
SEVENTEENTH. The stockholders' meeting shall be regular, special and
exceptional.
a) Regular stockholders' meeting shall be those that meet to handle any of
the following issues: 1) those referred to in article 180 (one hundred
and eight) of the General Mercantile Corporation Law; 2) those referred
to in article 181 (one hundred and eighty-one) of the General
Mercantile Corporations Law; 3) all other issues included in the Order
of the Day and which, pursuant to law or these Bylaws, are not
expressly reserved to a Special or Exceptional Stockholders' Meeting;
and 4) the report to the stockholders on the general balance and the
corresponding statement of results for the corporate period of each
corporation on which the corporation is a holder of the majority of the
shares or social parts.
b) The special meetings shall be those that meet for the purpose of
discussing any of the following issues:
1. Extension of the corporate term
2. Advance dissolution of the corporation
3. Increase or reduction of the minimum capital
4. Change of the corporate objectives
5. Change of nationality of the corporation
6. Transformation of the corporation
7. Merger with another corporation
8. Division of the corporation
9. Issuance of privileged shares
10. Amortization by the corporation of its own shares on the minimum or
variable capital or the issuance of shares with limited rights.
11. Issuance of bonds.
12. Any amendment to the bylaws.
13. Any other issues for which a special majority of quorum of assistance
or voting is set forth.
c) Exceptional stockholders' meetings shall be those called for any
category of stockholders to discuss any issue which could damage the
rights of said category of stockholders.
EIGHTEENTH. The stockholders' meetings shall be subject to the following
provisions:
a) Except when otherwise provided herein, the stockholders' meeting may be
held when considered convenient by the Board of Directors, the Chairman
of the Board or at the request of any Corporate Officer or of
stockholders holding, in total, a number of shares which represents at
least 33% (thirty-three percent) of the capital subscribed and paid of
the corporation or of the category of stockholders who wish to hold an
exceptional stockholders' meeting or by any stockholders in the cases
foreseen in article 185 (one hundred and eighty five) of the General
Mercantile Corporations Law.
b) The regular stockholders meeting must be held at least once a year
within four months following the closing of each corporate fiscal year
and may include among the subject to be handled a report to the
stockholders on the general balance and the corresponding statement of
results for the corporate period immediately prior of each company of
which the corporation holds the majority of the shares or corporate
parts.
c) All the stockholders' meetings shall be held at the domicile of the
corporation except in cases of force majeure or acts of God.
d) The call to any of the meetings shall be made by the Board of Directors
or by the Corporate Official or in accordance with the provisions of
articles 168 (one hundred and sixty-eight), 184 (one hundred and
eighty-four) and 185 (one hundred and eighty-five) of the General
Mercantile Corporations Law.
e) The call shall be published in one of the newspapers of largest
circulation or in the Official Gazette of the corporate domicile of the
corporation at least fifteen days in advance of the date of any
stockholders' meeting.
f) The call shall include at least the date, hour and place of the
stockholders' meeting, as well as the order of the day for same and
shall be signed by the Chairman or Secretary of the Corporation or by
the individual assigned by the Board of Directors or by the Corporate
Official or in their absence, by a competent judge pursuant to the
provisions of articles 168 (one hundred and sixty-eight), 184 (one
hundred and eighty-four) and 185 (one hundred and eighty-five) of the
General Mercantile Corporations Law.
g) In addition to the publication of the call, and except with a written
waiver of same or to the provisions in the next item of this clause,
the individuals of the corporation acknowledge as stockholders at the
date of the call, as well as all the Corporate Officials and their
alternates, must be called to all stockholders' meetings, in writing,
at least fifteen days in advance of the date same is held, by telex,
telegram, fax or cablegram, confirmed via certified air mail if the
addressee resides abroad and confirmed by certified mail if the
addressee resides in the United States of Mexico, prepaid postage, to
the last address said stockholders and proprietary and alternate
corporate officials have recorded in the office of the Secretary of the
Corporation, with the understanding that the stockholders residing
abroad may register with the corporation a second address located in
the Republic of Mexico where the additional copy of the personal call
should be submitted.
h) Any stockholders' meeting may be held without the prior need of a call
and each stockholders' meeting which has been opened without the
publication of a call and which is adjourned for any reason, may meet
without prior call, if the stockholders who possess or represent all
the shares with a right to vote on said stockholders' meeting are
present or represented at the time of voting.
i) The stockholders may be represented at any stockholders' meeting by a
person appointed in writing as proxy. For this purpose, the proprietary
or alternate members of the Board of Directors and the proprietary or
alternate corporate officials may not be attorneys in fact of the
stockholders.
j) Except in the case of a legal order to the contrary, to be present at
any stockholders' meeting of the corporation, only the holders of
shares that are individuals or corporations whose names appear recorded
in the Stockholders Registry Book shall be acknowledged and said
recording in the aforementioned
book shall be sufficient to allow the entrance of said person to a
stockholders' meeting.
k) All the stockholders' meeting shall be presided by the Chairman of the
Board of Directors, assisted by the Secretary of the Corporation and in
the absence of one or the other or of both, in their place the acting
Chairman and Secretary shall be whoever is appointed by the
stockholders' meeting by simple majority of votes.
l) Before the stockholders' meeting is open, the individual presiding same
shall appoint one or more tellers to count the individuals present at
the meeting, the number of shares which they hold or represent and the
number of votes which each has the right to issue.
m) To legally consider a regular stockholders' meeting open held on a
first call the holders of at least 50% (fifty percent) of the shares
issued with the right to vote must be present or represented. Any
regular stockholders' meeting held on a second or ulterior call shall
be legally open regardless of the number of shares held by the
stockholders present or represented.
n) To consider a meeting legally open on a special meeting held on a first
call the holders of at least 75% (seventy-five percent) of the shares
issued with the right to vote must be present or represented. To
consider a special meeting legally installed held on second or ulterior
call at least 50% (fifty percent) of the shares issued with the right
to vote must be present or represented.
o) With respect to the assistance quorum for opening an exceptional
stockholders' meeting, the provisions set forth in the article 195 (one
hundred and ninety-five) of the General Mercantile Corporations Law
shall rule.
p) With the exception of the shares of limited voting rights issued by the
corporation, each share provides the right to issue one vote in any
regular, special stockholders' meeting or in any exceptional
stockholders' meeting held by the holders of shares of the same
category.
q) Having evidenced the existence of quorum for the stockholders' meeting,
the individual presiding same shall declare the stockholders' meeting
legally open and shall submit to their considerations the items of the
Order of the Day.
r) All the voting shall be by show of hand, unless those present possess
or represent a majority of the shares present agree for the voting to
be in writing.
s) For the validity of the resolutions adopted during any regular
stockholders' meeting held on the first or ulterior call, the
affirmative vote of the holders of at least a majority of shares with
the right to vote present or represented is required.
t) For the validity of the resolutions adopted during any special
stockholders' meeting held on the first or ulterior call, the
affirmative vote of the holders of at least 50% (fifty percent) of the
shares with the right to vote present or represented is required.
u) With respect to the voting on exceptional stockholders' meeting the
provisions of article 195 (one hundred and ninety five) of the General
Mercantile Corporations Law shall be fulfilled.
v) The Secretary shall draft the minutes of each stockholders' meeting, to
be entered in the book of minutes and which shall be executed, at
least, by the acting Chairman and Secretary.
In addition, a file shall be open which shall include at least the
following:
i) A copy of the newspapers wherein the call was published, in
its case, and of all the personal notices delivered.
ii) The proxy letters which were submitted or a summary of same
certified by the teller or tellers.
iii) The reports, opinions and all other documents which would have
been submitted to the stockholders' meeting.
iv) A copy of the stockholders' meeting minutes.
w) If for any reason a stockholders' meeting legally convened is not held,
this fact and the causes shall be entered in the book of minutes,
opening a file pursuant to the foregoing item.
NINETEENTH. The stockholders may adopt resolutions outside stockholders'
meetings of any type, provided they are adopted by the unanimous vote of all the
stockholders with the right to vote and provided the votes are confirmed in
writing by them, either directly or through the person appointed in writing. In
all cases a file shall be open which shall include the proxies attached to the
written confirmation or a summary of same certified by the Secretary, the
reports, opinions and all other documents which would have been delivered to the
stockholders and a copy of the written confirmation of the resolutions adopted.
The text of said confirmation may be transcribed in the corresponding Book of
Minutes.
EIGHTH TITLE
CORPORATE MANAGEMENT
TWENTIETH. The corporation shall be managed by a Sole Administrator or by a
Board of Directors integrated by at least 2 (two) members, who may be
stockholders or not.
TWENTY-FIRST. Each stockholder or stockholders who possess or jointly possess
shares representing a total of twenty-five percent (25%) of all the shares
issued by the corporation shall have the right to appoint a member of the Board,
pursuant to article 144 (one hundred and forty-four) of the General Mercantile
Corporations Law. The shares which serve as the basis to elect one or several
members pursuant to the provisions of this clause shall not be taken into
account for the election of any other member.
TWENTY-SECOND. Each stockholders or group of stockholders of the corporation who
elects one or more proprietary members shall also have the right to name one or
more alternates to substitute same during any meeting to which the proprietary
member does not assist or in the event of death, removal, resignation, legal
disability or any other permanent impediment which would hinder the ability of
the proprietary member to duly fulfill its obligations. An alternate member may
indistinctly replace any of the Proprietary Members, without being able to act
simultaneously in substitution of more than one proprietary member.
TWENTY-THIRD. The Proprietary Members and their alternates shall hold their
office for 1 (one) year. The proprietary and alternate members may be removed at
any time by the stockholders. The appointment of one or more members appointed
by a minority of stockholders may only be revoked what the appointment of the
rest of the members of the Board is likewise revoked. The Proprietary and
Alternate members shall continue performing their obligations until their
successors take over the office. The proprietary and alternate members may be
reelected. When the required quorum can not be met due to the decease, removal,
resignation, legal disability or any other permanent impediment of one or more
members or their alternates, the corporate official or officials by majority
shall designate one or more successors, as the case may be, to cover the vacant
office or offices until a stockholders' meeting appoints the successor or
successors, in its case.
TWENTY-FOURTH. In the case of a meeting of the Board of Directors, same shall
meet at the corporate address of the corporation or in any other place legally
appointed. The Board may meet as many times as is considered necessary or
convenient by its Chairman or by any of the acting proprietary or alternate
corporate officials. The calls to the meetings of the Board must be submitted in
writing to each of the proprietary and alternate members, as well as to all the
proprietary and alternate members, at least fifteen (15) days in advance of the
date of the meeting, by telex, telegram, fax or cablegram, confirming same by
letter sent by certified air mail if the addressee resides abroad or by regular
mail if the addressee resides in the United States of Mexico, postage paid, to
the last address recorded with the Secretary by the addressee. The call shall
include the hour, date, place and the Order of the Day of the meeting. Any
meeting of the Board may be legally held even without a prior call when present
at same are all the Proprietary members or their acting alternates, as well as
the corporate officials and their alternates.
TWENTY-FIFTH. The meetings of the Board of Directors shall be subject to the
following provisions:
a) There shall be quorum during any meeting of the Board of Directors when
at least a majority of the proprietary members or their respective
alternates are present.
b) The resolutions of the Board of Directors shall only be valid when
approved by the affirmative vote of at least a majority of the
proprietary or alternate members present.
The Chairman of the Board or his/her alternate shall have the casting vote in
the event of a tie.
Minutes shall be drafted of all the meetings of the Board of Directors and same
shall be entered in the corresponding book of minutes and executed at least by
the Chairman and Secretary.
TWENTY-SIXTH. The Board of Directors may adopt resolutions outside a meeting of
the Board, provided the resolutions are adopted by the unanimous vote of all the
members, proprietary or alternate, of said Board and provided same are confirmed
in writing by them. In all cases a file shall be open which shall include all
the documents delivered to the members and a copy of the written confirmation of
the resolutions adopted. The text of said confirmation shall be transcribed in
the corresponding Book of Minutes.
TWENTY-SEVEN. The Sole Administrator or the Board of Directors shall have the
most extended power of attorney provided by law to a general principal in order
to execute all type of agreements and to carry out all type of actions and
operations which by law or the provisions of the bylaws herein are not reserved
to a stockholders' meeting, as well as to manage and direct the business of the
corporation, to achieve each and everyone of the corporate objectives and to
represent same before all type of authorities, whether legal (civil and
criminal), labor or administrative, whether federal estate or municipal, with
the most extended power of attorney for lawsuits and collects, acts of
administration and of ownership, pursuant to the provisions of the first three
paragraphs of article 2554 (two thousand, five hundred and fifty-four) of the
Civil Code for the Federal District and the correlative articles of the Civil
Codes for the States, even enjoying those faculties which require a special
clause and those referred to in article 2587 (two thousand, five hundred and
eighty-seven) of the Civil Code for the Federal District and the correlative
articles of the Civil Codes for the States and those powers of attorney referred
to in articles 2575 (two thousand five hundred and seventy-four), 2582 (two
thousand five hundred and eighty-two) and 2593 (two thousand five hundred and
ninety-three) of the Civil Code for the Federal District and the correlative
articles of the Civil Codes for the States and expressly the faculties to manage
labor relationships, to conciliate, appear at trial pursuant to the provisions
of subparagraph I and VI of article 876 and article 878 of the Federal Labor Law
and to execute agreements, as well as the faculties and authorizations pursuant
to article 9 (nine) of the General Credit Instruments and Operations Law,
including, but not limited to, the following:
a) To file claims and complaints and to desist from same, to file
accusations, and to constitute themselves as assistants of the General
Attorney's Office and grant pardons.
b) To file "amparo" suits and to desist from same.
c) To grant, without limitations or with those considered pertinent by the
Board and to revoke all type of general and/or special powers of
attorney, including, but not limited to, any of the faculties for acts
of management, acts of ownership and for lawsuits and collections.
d) To delegate any of the faculties to any person or persons, managers,
officers, attorneys in fact or committees which the Board may consider
pertinent.
e) To withdraw from actions
f) To settle
g) To submit to arbitration
h) To answer and make interrogatories
i) To assign properties
j) To challenge
k) To receive payments
No member of the Board of Directors may, jointly or severely, exercise the
aforementioned powers of attorney without the express authorization of the Board
of Directors or of the stockholders.
NINTH TITLE
OFFICERS
TWENTY-EIGHTH. The Board of Directors shall appoint from among its members, a
Chairman and a Secretary which need not be members and the latter shall also be
the Secretary of the Corporation. In addition, the stockholders or the Board may
appoint one or more General or Special Managers who need not be stockholders or
members and who shall enjoy the faculties expressly granted to them.
The stockholders, at their discretion, may remove any of the individuals
appointed pursuant to this clause. In addition, the Board of Directors may
remove any of the individuals it has appointed.
TENTH TITLE
SUPERVISION OF THE CORPORATION
TWENTY-NINTH. The supervision of the corporation shall be entrusted to one or
several corporate official. These officials need not be stockholders and shall
be granted the rights and obligations set forth in article 166 and the next ones
of the General Mercantile Corporations Law. The corporate officials shall hold
office during one year or until their successors have been appointed and take
over the office. Each stockholder or group of stockholders holding at least
twenty-five percent of the shares issued by the corporation shall have the right
to appoint a proprietary and alternate corporate official. Each stockholder or
group of stockholders may elect a corporate official, may also appoint one or
several alternate corporate officials who need not be stockholders to substitute
the proprietary corporate officials during their temporary or permanent
absences.
THIRTIETH. Any corporate official shall have:
a) The right to perform an annual audit and analysis of the books and
records of the corporation for the purpose of issuing an opinion on the
financial condition of the corporation, pursuant to the accounting
principles generally accepted and consistently applied; and
b) At all times complete access during normal business hours of the
corporation, to all the establishments, books, records, documents and
information on or relative to the corporation and its operations.
THIRTY-FIRST. The corporation shall pay all the charges due on the fees and
expenses of the external auditors of the corporation, with respect to their
audits of the corporation. The corporation shall pay all the other charges of
the corporate officials (proprietary and alternates) relative to the fulfillment
of their supervisory operations as foreseen by law or in the bylaws herein.
ELEVENTH TITLE
PLEDGES OF THE BOARD MEMBERS, OFFICERS
AND CORPORATE OFFICIALS
THIRTY-SECOND. The stockholders may resolve that the proprietary and alternate
members of the Board of Directors, the Sole Administrator, officers, general
managers, special managers, corporate officials and alternate corporate
officials shall submit a pledge to guarantee the faithful fulfillment of their
obligations.
TWELFTH TITLE
CORPORATE PERIOD, FINANCIAL STATEMENTS, RESERVES
AND LIMITED RESPONSIBILITIES
THIRTY-THIRD. The corporate exercise of the corporation shall be a calendar
year, except for the first period which shall conclude on December 31 of the
year the corporation is organized.
THIRTY-FOUR. The corporation:
a) Shall keep the books, files and accounts in reasonable detail to
reflect the exact and faithful operations and transfers of the
corporate assets.
b) Shall prepare and keep a system of internal controls for its accounting
that allows it to ensure that:
(i) The operations are carried out and the use of the right for
disposing of assets is limited, pursuant to the general or
special authorizations of the Board of Directors.
(ii) The operations carried out are reflected in the books in a
manner necessary to allow the preparation of the financial
statements, pursuant to the accounting principles generally
accepted and to maintain due accounting records of the income,
expenses and assets; and
(iii) The accounting of the assets shall be compared with the
existing assets at reasonable intervals and appropriate steps
shall be taken of any differences; and
c) Shall periodically prepare and deliver to the Board and to the
corporate officials all other financial and accounting reports which
may reasonably be requested by
the stockholders, the Board or the corporate officials and in the form
requested by them.
THIRTY-FIFTH. The management report and the financial statements required
pursuant to article 172 of the General Mercantile Corporations Law shall be
prepared at the closing of each corporate period and shall include all the
information required pursuant to said article. Said financial statements shall
be prepared within three months following the closing of each corporate period
and together with the management reports shall be placed at the disposal of the
stockholders at least fifteen (15) days prior to the date set forth for the
stockholders' meeting during which same shall be discussed.
THIRTY-SIXTH. After making the reserves required to pay the taxes, the profit
sharing, the creation or increase of the legal reserve fund until same achieves,
at least, on fifth of the capital stock, the profits obtained yearly by the
corporation, pursuant to the approved general balance, shall be applied as
provided in the stockholders' meeting.
THIRTY-SEVENTH. The founders of the corporation do not reserve any special
interest on any of the corporate profits.
THIRTY-EIGHTH. With respect to the shares with a par value the responsibility of
each stockholders shall be limited to the par value of the shares he/she holds
and each stockholders shall be responsible for any unpaid par value on the
shares. With respect to the shares without a par value, the responsibility of
each stockholder shall be limited to the value of said shares attributed to the
capital stock at the time said shares are issued and are subscribed.
THIRTEENTH TITLE
DISSOLUTION AND LIQUIDATION OF THE CORPORATION
THIRTY-NINTH. The corporation shall be dissolved in the cases listed on article
229 (two hundred and twenty-nine) of the General Mercantile Corporations Law,
but only in accordance with the provisions of article 232 (two hundred and
thirty-two) of said law.
FORTIETH. The liquidation of the corporation shall be subject to the provisions
of the Eleventh Chapter of the General Mercantile Corporations Law, and carried
out by one or more liquidators.
FORTY-FIRST. During the liquidation of the Corporation, the liquidators shall
have the same faculties and obligations which during the normal life of
corporation is held by the Board of Directors, the Sole Administrator or the
officers.
FORTY-SECOND. As long as the appointment of the liquidators has not been
recorded in the Public Commerce Registry and same have not begun their
operations, the Board of Directors, the Sole Administrator and the officers,
general and special managers of the corporation shall continue complying with
their obligations, but may not begin new operations after the resolution to
liquidate the corporation has been approved by the stockholders or it is
evidenced that there is a legal cause for same.