EXHIBIT 3(ii)
TRIPLE-S MANAGEMENT CORPORATION
BY-LAWS
CHAPTER 1
1-1 The Shareholders of Triple-S Management Corporation (hereinafter
referred to the "Corporation") adopt these corporate bylaws which will
regulate the Corporation's proceedings and will rule the
administration of its business.
1-2 The Bylaws approved herein shall be submitted to the shareholders, who
may adopt, amend or repeal them.
CHAPTER 2. - BOARD OF DIRECTORS AND OFFICERS
The Board of Directors is made up of nineteen members.
CHAPTER 3. - CAPITAL IN STOCKS
3-1 The Corporation may issue up to twelve thousand five hundred (12,500)
shares of common stock with a par value of FORTY DOLLARS ($40).
3-2 The Corporation will use a circular seal measuring 1- 7/8 in diameter
with the name Triple-S Management Corporation around its
circumference.
CHAPTER 4. - ON THE STOCKS
The Incorporators declare and agree, and so establish in these Bylaws,
that the following provisions are established with the purpose of
creating, defining, limiting and managing the shareholder's rights and
privileges:
4-1 SALE OF STOCKS
A. No person may own more than 21 voting shares, nor 5% or more
of the Corporation's voting shares issued and in circulation.
B. The sale of shares shall be limited exclusively to physicians
and dentists. However, organizations such as hospitals,
laboratories, and the College of Dental Surgeons of Puerto
Rico, who had originally acquired shares of Triple-S, Inc.,
may continue as stockholders of Triple-S Management
Corporation. In addition, the members of the Board of
Directors who represent the community may own shares as long
as they remain on the Board.
C. The members of the Board of Directors who represent the
community, as long as they remain on the Board, will receive
a share, free of charge, in order to qualify as a Director of
the Corporation. Said community representatives shall return
the qualifying share to the Corporation when they terminate
their duties as Directors of the Corporation.
4-2 The Corporation will have the right of first refusal in the event of a
sale, donation or other transfer or cession of the shares of the
Corporation. Any shareholder who wishes to sell, donate, or in any
other way transfer or cede his shares, must first offer the same in
writing to the Corporation. The Corporation shall then purchase said
shares from the shareholder for the same price he/she paid for them.
However, in the event that the shares were donated or inherited
through a will, or in any other way, to a person who is 1) a
descendant of the shareholder and 2) a physician or a dentist, then
said person shall have the right to hold up to a maximum 21 shares.
4-3 STOCKHOLDER LISTING
The Secretary of the Corporation shall keep, or ensure the keeping of,
a complete and exact register, in alphabetical order, of all the
shareholders, including their address and, the number of votes each
Shareholder holds, in the offices of the Corporation. Said register
shall be readily available and may be photocopied during working
hours, and shall be available for inspection by any Shareholder,
particularly, ten (10) days before a Shareholders' Assembly, and when
any other voting shareholder assembly is being held.
The Corporation's register will be the only acceptable evidence to
determine the shareholders who have the right to inspect the
Corporation's Shareholders Register, Corporate books, and to vote in
person or by proxy during any meeting or voting shareholders'
assembly.
CHAPTER 5. - ASSEMBLIES
5-1 The Ordinary Annual Assembly of the shareholders of Triple-S
Management Corporation will be held at the Corporation's main office
or in any other place in Puerto Rico which is determined by the Board
of Directors from time to time, in the place designated in the Notice,
at 9:00 AM, on the last Sunday in April of each year. The Assembly
will be held to fill any vacancies in the Board of Directors, receive
and consider reports from officials regarding the business, and
resolve any other matters that are properly submitted for
consideration. However, neither the Articles of Incorporation nor the
By-laws may be amended unless the voting Shareholders have been
previously notified that among the matters that are being considered
are amendments to the Articles of Incorporation and By-laws.
5-2 EXTRAORDINARY ASSEMBLIES
The Chairman of the Board of Directors, a majority of the Board of
Directors, or Shareholders who hold 25% of the registered voting
shares can call special shareholders' meetings to be held at the place
and time established by the notice, and for the purposes expressed
therein. The meetings (special shareholders' assemblies) should be
notified no less than twenty (20) days or more than sixty (60) days
beforehand. The special meetings must be notified in the same manner
as ordinary assemblies.
5-3 NOTICE OF MEETINGS
The notices for every annual meeting of the Shareholders shall be
given to each Shareholder entitled to vote, by delivering the same
personally, or by mailing such notice to him, at his address as it
appears on the records of the Corporation during a period of no less
than twenty (20) and no more than sixty (60) days prior to the
meeting. Along with this notice, all voting Shareholders will receive
copies of the Corporation's and its subsidiary's consolidated
financial statements. The notice shall designate the place and the
date the meeting will be held, and will announce the matter or matters
to be considered during the Assembly.
5-4 NOTICE-SUBSTITUTE
If the directors and officers of the Corporation should refrain from
calling and celebrating, at its designated time, an Ordinary Annual
Assembly, five shareholders may call for and celebrate said Assembly
as required by these By-laws. In case a necessary official did not
attend said Assembly, one of the voting shareholders present may be
elected to substitute, provisionally, said official. Decisions made at
the Assembly will be valid, as if made at an Ordinary Annual Assembly,
and will be registered in the corporate books of the Corporation.
5-5 QUORUM
Notice to attend ordinary and special meetings will be received by all
shareholders whose names appear in the Corporate register, twenty (20)
days prior to the meeting date. At the annual ordinary of
extraordinary meetings, the presence of a majority of the voting
shares outstanding, in person or by proxy, shall be necessary to
constitute a quorum; and it is provided that if at the appointed time
there is no quorum, the assembly will wait a half hour, after which
one third (1/3) of the voting shares outstanding will constitute
quorum in that meeting. If quorum is not reached, a new Assembly shall
be scheduled thirty (30) days hence, where one third (1/3) of the
voting shares outstanding will constitute quorum in that meeting. If
quorum is not reached pursuant to the regulation, as many new
Assemblies as necessary may be scheduled, with the same third (1/3)
requirement.
CHAPTER 6. - VOTING RIGHTS
6-1 Each shareholder shall, at every Assembly, be entitled to one (1) vote
per share of capital stock registered in his name in the books of the
Corporation. The vote may be in person or, if absent, by proxy or by
certified mail. No vote sent by mail or by proxy will be valid unless
issued with the shareholder's signature or his authorized
representative's signature (through a power of attorney), and it is
received before the Assembly begins. No proxy will be valid after its
expiration date.
6-2 ACCUMULATED VOTE- PROHIBITION
Accumulated votes as discussed in the Puerto Rico General Corporations
Law or any other law, regulation or provision are expressly
prohibited.
6-3 Any agent designated by a registered shareholder must be a
participating shareholder, a physician or a dentist.
CHAPTER 7.-ELECTIONS
7-1 BOARD OF DIRECTORS- ELECTIONS
A. The election of members to the Board of Directors will take
place by ballot during the duly notified shareholders Annual
Ordinary Assembly. The members elected each year will be
those necessary to complete the nineteen (19) Directors.
The directors will be elected by a majority of votes of the
shares issued and outstanding with rights to vote for
directors and who are represented in person or by proxy in
the Assembly.
B. The Board of Directors is divided into three groups, plus the
President of the Corporation. The first is made up of five
(5) directors, the second group is composed of six (6)
directors, and the third group is made up of seven (7)
directors. The terms of the groups will be placed at
intervals, therefore, the term of the first group of
directors will end in the Shareholder's Annual Assembly in
the year 2005; the term of the second group of directors will
end in the Shareholder's Annual Assembly in the year 2006 and
the term of the third group of directors will end in the
Shareholder's Annual Assembly in the year 2007.
C. The term each group member, subsequently elected at the
Shareholder's Annual Assemblies, will occupy at his elected
hold office will be three (3) years. Every director will
continue with his duties until his successor is duly elected
and in possession of his office. No Director, except the
Corporation's President, while fulfilling his duties, may be
elected for more than three (3) terms or serve for
more than nine (9) years. The President of the Corporation, who is
also a member of the Board of Directors, is excluded from the before
mentioned groups.
In order to achieve uniformity in the composition of the number of directors
for each group, as stated herein, in April 2001 a director will be elected for
one year's term only, from April 2001 to April 2002. With the sole purpose of
following the group intervals, the requirement of three (3) terms or nine (9)
years may be obviated in order for a person to serve this single one-year term.
In the case of the first members of the Board of Directors, the time
computation will take into account the period in which the director fulfilled
his duties in Triple-S, Inc. until the fusion with Triple-S Health.
7-2 DIRECTOR'S REQUIREMENTS
In order to be a Director in the Corporation, every person must at
least meet the following requirements:
A. Never have declared fraudulent bankruptcy, voluntary or
involuntary, nor granted a fraudulent general cession in
benefit of creditors.
B. Should never have been convicted of a moral deprivation
crime.
C. Should not be a director or officer of a bank, a savings and
loans association, an institution engaged in the business of
receiving deposits and lending money in Puerto Rico or any
entity or corporation in which any of the institutions
referred to herein have a direct or indirect substantial
economic interest or the relationship of owner, subsidiary or
affiliate or any entity or corporation which owns, directly
or indirectly, substantial economic interest in any of the
said institutions, except that the person can fulfill his
duties as director or officer of a financial holding company
or a depository institution with whom an insurance company
affiliated to the Corporation has a relationship, directly or
indirectly, as owner, subsidiary or affiliate.
D. In the case of directors who are physicians or dentists, they
should be active participants in Triple-S, Inc., and have
been so for at least two (2) years prior to their nomination
as directors in the Corporation.
CHAPTER 8. - DIRECTORS
8-1 BOARD OF DIRECTORS - POWERS
The Board of Directors will be composed of nineteen (19) members
elected by the Assembly, or by the Board of Directors in case of
vacancies, and will exercise the Corporation's powers and the
management of its business in accordance with the General Corporations
Law, the Articles of Incorporation and the By-laws of the Corporation,
as
well as the guidelines issued by the shareholders of the Corporation.
The power of the Directors to manage the Corporation's affairs may
only be exercised when they act as a Board, duly constituted, as a
committee of the Board or by express delegation from the Board. In
order to function as a Director, it is required that you are a
shareholder of the Corporation. The decisions taken by a majority of
the Directors present after quorum is constituted in the meeting of
the Board duly constituted will be received as actions of the Board of
Directors and will be complied with in the same manner as if they were
taken by all of the directors of the Board. Of the nineteen (19)
members of the Board of Directors, ten (10) must be representatives of
the community and/or subscriptors and not medical doctors or dentists.
The Board must celebrate at least one annual ordinary meeting before
the Annual Shareholders' Assembly and any ordinary and extraordinary
meetings the Board determines to be necessary. The Board will meet the
last Wednesday of the month, unless special circumstances force the
President to change the day, and the Secretary will notify the
Directors in writing the date of said meetings. The Chairman of the
Board of Directors may convene extraordinary meetings of the Board to
be held at the place, date and time established in the notice to the
meeting and for the purposes expressed therein. In addition, the
Chairman will have the obligation to convene the Board of Directors
when requested by five (5) members of the Board of Directors, ten (10)
days after such request is made. Quorum will constitute a majority of
the total number of directors.
8-2 VACANCIES IN THE BOARD - PROCEDURE TO FILL THE VACANCIES
The vacancies of the Board due to resignation, death, disability which
impedes the execution of their functions, or destitution of any
director before the expiration of their term, will be filled by the
vote of the majority of the Directors present in a Board meeting,
convened for these purposes, after the quorum is constituted. The
person elected to fill the vacancy will serve the rest of the term of
the person who is being substituted and may be reelected for two (2)
additional successive terms.
8-3 ACTS OF THE BOARD OF DIRECTORS - REFERENDUM
Except for a provision stating the contrary in the Articles of
Incorporation or the General Corporations Law, any action or agreement
required or permitted to be taken in any meeting of the Board of
Directors or any of its committees, may be executed without the need
of a meeting if all of the members of the Board of Directors or the
Committee, as the case may be, approve of it in writing and said
written approval or approvals are submitted and incorporated in the
minutes of the meetings of the Board of Directors or the Committee.
8-4 OFFICIALS
The officials will be a Chairman, a Vice Chairman, a Treasurer, a Sub
Treasurer, and Secretary and a Sub Secretary. The Board of Directors
will elect these officials, which
will meet the requirements, will have the powers and duties and will
serve during the terms established herein.
8-5 THE CHAIRMAN
The Chairman of the Board of Directors will preside over the
shareholders' assemblies, the meeting of the Board of Directors and
will assume all of the duties and faculties conferred by the Board of
Directors. Among his/her functions are the following:
A. Represent the Corporation in the name of the Board of
Directors in those official acts which he/she will have to
attend and will maintain the relationships with the
shareholders of the Corporation and the governmental
authorities as part of his/her duties.
B. Preside over the Executive Committee of the Board of
Directors.
C. Name the Chairman of the Committees of the Board of
Directors, except the Chairman of the Finance Committee,
which will be presided by the Treasurer of the Board of
Directors because of the nature of his duties.
D. Name the members to the Committees of the Board of Directors.
E. Will be a member of all the committees of the Board of
Directors.
F. Will be a member of the Board of Directors of the subsidiary
corporations to this Corporation.
G. Recommend to the Board of Directors for their consideration,
the creation of committees which are not expressly recognized
by the By-laws and Regulations, according to the needs of the
Corporation.
H. Inform to the Board of Directors about his/her official
affairs in virtue of his/her duties.
I. Assume all other duties and faculties that from time to time
are conferred by the Board of Directors.
J. The Chairman may convene any extraordinary meetings of the
Board of Directors that he/she may deem necessary.
8-6 THE VICE CHAIRMAN
In the absence of the Chairman, or if the Chairman is unable to act as
such, the Vice Chairman will assume the duties and faculties of the
Chairman.
8-7 THE SECRETARY
The Secretary will take an oath to loyally carry out the duties of his
office and will make sure that the minute books of the Corporation are
duly maintained and will note or cause to be noted the actions of the
Board of Directors and the Shareholders Assemblies and the voting
therein. He/she will issue the necessary certificates and will be
responsible for the corporate seal. He/she will be responsible for
making sure that the registry of all of the shareholders and the
Articles of Incorporation, the By-Laws and the certified Regulations
are safely kept at the principal offices of the Corporation. In
addition, he/she will certify the official acts of the Board of
Directors.
8-8 THE ASSISTANT SECRETARY
The Assistant Secretary will assume, in the absence or if the
Secretary is unable to perform his/her duties, all of the duties and
faculties conferred upon the Secretary.
8-9 THE TREASURER
The Treasurer will make sure that the securities and the money of the
Corporation is duly received and guarded, and that the disbursements
are only made according to duly approved and certified resolutions of
the Board of Directors. He/she will make sure that the investment
policies of the Corporation observe the security, liquidity and yield
criteria, in that order. He/she will preside over the Finance
Committee of the Board. In addition, the Treasurer will make sure that
the accounting books and registers are located in the principal
offices of the Corporation. The Corporation's accounting will follow
general accepted accounting principles.
8-10 THE ASSISTANT TREASURER
The Assistant Treasurer will assume, in the absence or if the
Treasurer is unable to perform his/her duties, all of the duties and
faculties conferred upon the Treasurer.
8-11 COMMITTEES - NAMING OF ITS MEMBERS
The Chairman of the Board of Directors will name a President and the
members of the following permanent committees:
A. Executive Committee
The following members of the Board of Directors will be
members of this Committee:
1. Chairman of the Board of Directors
2. Vice Chairman
3. Secretary
4. Treasurer
In addition, the Chairman of the Board of Directors will name
three (3) members of the Board of Directors to this
Committee. All of its members will have the right to a voice
and a vote. The decisions of the Committee will be by a
majority of the members present at each meeting.
This Committee will meet not less that once every three
months and/or by a petition from the Chairman, on the day and
time determined by the Chairman.
The duties of the Committee will be:
1. Review, evaluate and pass judgment over every plan,
project or proposal which proposes any changes or
affects the policies and rules established for the
Corporation and that are in force and effect at a
determined time.
2. Review and approve the budget for the Corporation's
operational expenses, including any proposed changed
to the already approved and effective budget.
3. Review and approve the salaries, compensation plans,
including bonuses and other incentives, of the
officials and principal employees of the
Corporation.
4. Review and approve, subject to the ratification of
the Board of Directors, any significant contract,
loan or other financial transaction or other
transaction of importance to the Corporation.
5. Those functions and powers that are not established
herein will be exercised by the Board of Directors
as a whole, provided, however, that the Board of
Directors may, through a resolution duly adopted,
delegate said power to the Executive Committee in
order to take action over a determined issue in a
determined moment of time.
6. Not withstanding item (5) above, the faculties of
destitution or election of officials, amending the
Certificate of Incorporation, approving mergers or
consolidations, make recommendations to the
shareholders regarding the sale, lease or exchange
of all or a substantial part of the property or
assets of the Corporation, approve resolutions that
recommend the liquidation or the revocation of the
same, amending the by-laws or authorize the
issuance of capital stock, or create additional
subsidiaries, cannot be delegated ever to the
Executive Committee.
7. All of the decisions taken by the Executive
Committee will be presented to the Board of
Directors as a whole in order to be ratified,
modified or rejected, in the next Board meeting.
B. Finance Committee
The Treasurer of the Board of Directors will head this
Committee. The Chairman of the Board of Directors will name
at least four (4) members of the Board of Directors to this
Committee, who will meet no less than once every two months.
The decisions taken by this Committee will be by a majority
of the members present at each meeting.
The duties of this Committee will be:
1. Inspect all of the financial activities of the
Corporation.
2. Guide the Board of Directors in all that is related
to the finances of the Corporation.
3. Study all recommended changes to the economic
structure of the Corporation.
4. Evaluate financial procedures of the Corporation.
C. Audit Committee
The president of the Board of Directors will name the President of
this Committee, who will not be the treasurer or the assistant
treasurer of the corporation and at least six (6) additional members
of the Board of Directors, and who will meet no less than once every
three months, and as many times as necessary. The decisions of this
Committee will be by a majority of the members present at each
meeting.
The duties of this Committee will be:
1. Review and make sure that the corporation and its
subsidiaries have an adequate internal controls structure to
safeguard the assets, generate reliable financial information
y assure compliance with applicable laws and regulations.
2. Review the activities performed by the Internal Auditing
Office of the Corporation.
3. Select, for the final determination of the Board of
Directors, the external auditing firm of the Corporation.
4. Review the results of the audits performed by the regulatory
agencies.
5. Review consolidated financial reports of the Corporation to
be issued or filed with regulatory agencies.
6. Review and judge the annual report prepared by the external
auditors.
D. Resolutions and Regulations Committee
The Chairman of the Board of Directors will name the
President of this Committee and at least four (4) additional
members of the Board of Directors, who will meet at least
once a year, and as many times as necessary. The decisions of
this Committee will be by a majority of the members present
at each meeting.
The duties of this Committee will be:
1. Review the Articles and By-laws of the Corporation
and propose and prepare those resolutions to amend
the Articles and By-laws or any other resolution
related with other institutional issue.
2. Evaluate and judge all resolutions that are
presented by the shareholders at the shareholders
assemblies.
3. Follow the status of all resolutions approved by the
shareholders at the Shareholders Assemblies.
E. Nominations Committee
The Chairman of the Board of Directors will name the
President of this Committee and at least four (4) additional
members of the Board of Directors, who will meet at least
once a year, and as many times as necessary. The decisions of
this Committee will be by a majority of the members present
at each meeting.
The duties of this Committee will be:
1. Recommend to the Board of Directors any ideal
candidate that can fill any vacancy in the Board of
Directors.
2. Establish and periodically review the qualities that
any candidate to be named to the Board of Directors
should have.
3. Recommend to the Board of Directors ideal candidates
to occupy the positions of President of the
Corporation and the Director of the Internal Audit
Office, when said positions are vacant.
F. General for all Committees
1. All committees will keep records of their meetings.
A copy of these will be sent to all of the members
of the Board of Directors through the secretary of
the Board of Directors.
2. The President of each committee may organize
extraordinary meetings, according to the each
particular circumstance. The President of each
Committee will notify in writing with no less than
five (5) days before the ordinary meetings.
3. The President of the Board of Directors may, from
time to time, solicit the advice of any of the
committees of the Board, as needed.
4. The President of the Corporation will be a member of
every Committee, except the auditing committee.
G. The Board of Directors or its Chairman may create any other
Committee which they deem necessary for the proper operation
of the Corporation's business.
8-12 DISBURSEMENTS
The Corporation will not make any disbursement of $25 or more without
evidencing such disbursement with a voucher correctly describing the
reason for the payment and backed by an endorsed check or receipt
signed by the person receiving the payment, or in the name of the same
person if the payment is for services or as a refund. The voucher must
describe the services performed and detail the expenses by
classification.
8-13 INTERESTS OF THE DIRECTORS
None of the members of the Board of Directors will accept, nor will
benefit from any fee, broker's fee or commission, donation or other
emolument in relation to any investment, loan, deposit, purchase,
sale, exchange, service or other similar transaction of the
Corporation; nor will it have any financial interest in said
transactions in any capacity, except in representation and for the
benefit of the Corporation and under the previous authority of the
Board of Directors.
However, travel and representation expenses or expenses incurred as a
result of the attendance to the Board of Directors or Committee
meetings may be paid to the Directors; as well as for those
professional services performed as a medical doctor or dentist to the
insurers of Triple-S, Inc., or any other health subsidiary in its
capacity as a participating provider of the health insurance plan or
plans.
No ex-director may be part of the Administration of the Corporation or
its Subsidiaries nor perform any type of professional services in its
capacity as a private citizen or as part of any business, until after
three (3) years after the end of his/her term as a member of the Board
of Directors.
8-14 CAUSES FOR REMOVAL OF DIRECTORS AND EXECUTIVE OFFICERS NAMED TO THE
BOARD OF DIRECTORS
The following will be considered just cause for the removal of
officers:
1. Act with gross negligence in the performance of his/her
duties.
2. Receive or give a bribe.
3. Convicted of a felony or grave misdemeanor which involves
depravation by a competent court.
4. Act immorally or improperly.
5. Have personal interests incompatible with the interests of
the Corporation.
6. Embezzle or fraudulently or negligently use or dispose of
funds of the Corporation.
7. Improperly use his/her position for personal benefit.
8. To be absent without any justification for three (3)
consecutive ordinary meetings of the Board properly notified
or be absent from six (6) ordinary meetings during the period
of one year with or without justification.
9. Provide confidential or sensitive information of the
Corporation without the proper authorization or when it
damages the interests of the business.
10. Lose the Board's confidence when a minimum of three fourths
of the total number of directors which comprise the Board
concur in voting for the removal of a director.
11. Violate in a consistent manner the Articles of Incorporation
or the By-Laws and Regulations of the Corporation, as well as
the General Corporations Law of Puerto Rico and/or the
agreements approved in the Shareholders Assembly or by the
Board of Directors.
CHAPTER 9. - AMENDMENTS
9-1 AMENDMENTS
Amendments may be made to the By-Laws when the following requirements
are complied with and when the proposed amendments have been
previously submitted to the Board of Directors and have been included
in the proxy statement for the Assembly.
A. Through a resolution approved by the majority of those shares
of the Corporation issued and in circulation with the right
to vote which are present at a meeting validly constituted,
provided, however, that Articles 4-1, item "A:, 6-2 and 7-1,
item "B" only may only be amended by the affirmative vote of
three fourths (3/4) of the shares of the Corporation issued
and in circulation with the right to vote which are present
at a meeting validly constituted.
B. The approved amendments will be certified by the Chairman and
the Secretary, in triplicate, with the seal of the
Corporation.
C. The amendments to the By-laws approved by the shareholders at
a meeting or by referendum will be distributed to the
shareholders.
CHAPTER 10. - ADMINISTRATION
10-1 NAMING OF THE PRESIDENT OF THE CORPORATION AND HIS/HER FACULTIES
The Board of Directors will name a President to the Corporation who
will be in charge of the general administration, superintendence, and
management of the business of the Corporation, subject to the orders
and regulations of the Board of Directors, who will fix his salary.
The President of the Corporation will assume all other duties and
responsibilities that are imposed upon him/her at the Shareholders
Assemblies or by the Board of Directors.
10-2 ADMINISTRATION
The Board will have the faculty to name any other officers that they
deem convenient and necessary.
10-3 BONDS
the President of the Corporation, as well as any officer or employee
that collects, receives, manages or is responsible for or guard funds
or securities of the Corporation, will have to give a fidelity bond in
the amount set forth by the Board of Directors.
10-4 BUDGET FOR EXPENSES
The President of the Corporation will prepare each calendar year the
budget for the administrative expenses of the Corporation, which will
be submitted to the Board of Directors on or before November 15 for
their consideration. The Board of Directors will approve the budget on
or before December 31, and it will become effective the 1st of January
of the next calendar year. In the event that the budget is not
approved by the stated date, the corporate operations will continue
based on the budget for the previous year until the Board approves a
new budget for the administrative expenses of the Corporation. The
budget will be available for inspection by the Shareholders at the
principal offices of the Corporation, after January 15 of the
corresponding year.
By-Laws effective on April 14, 1998
Revised: December 7, 1998, April 25, 1999, April 30, 2000, April 29, 2001,
April 28, 2002.