EXHIBIT 3.14
[Translation into English of the by-laws of General Cable de Latinoamerica,
S.A. de C.V.]
CHAPTER I
NAME, PURPOSE, DOMICILE AND DURATION
FIRST. CORPORATE NAME: The name of the corporation shall be General de Cable de
Latinoamerica, which shall always be followed by the words "Sociedad Anonima de
Capital Variable", or their abbreviation "S.A. de C.V."
SECOND. PURPOSE: The purpose of the corporation shall be:
1. To manufacture, process, repair, install and adapt, to import, export,
buy, sell, distribute and, in general, to trade with all kind of metallic and
non-metallic products, including electric energy conductors and to carry out all
commercial and civil acts deemed necessary or required to achieve the purposes
of the corporation, whether executed with the government or with private
parties, including the acquisition of real estate properties as may be deemed
necessary to achieve the corporate purposes.
2. To manufacture, process, transform, export, import, purchase, sell and
construct distribution and storage facilities and, in general, to sell all kind
of products and articles, whether in its natural state or after its
transformation, which are deemed necessary or required for the manufacturing,
processing, sale and distribution of the products mentioned in the above
paragraph.
3. The acquisition, by any legal title, exploitation, development,
operation and administration of factories, plants, businesses, workshops,
warehouses, offices, as well as the design, manufacture, install and adaptation
of all kind of materials, machinery, equipment, tools, spare parts and any kind
of instruments necessary to achieve the corporate purposes.
4. To buy, sell, lease, negotiate, import, export and carry out all kind
of commercial acts over all kind of industrial and commercial equipments,
machinery, tools, spare parts, vehicles, and in general, all kind of commercial
articles except for those prohibited by law.
5. To acquire and sale all kind of shares, equity interests or any other
kind of negotiable instruments related to companies engaged in industrial,
tourism or commercial activities or in the rendering of services.
6. To invest in commercial or services companies engaged in the sale of
products of, and in the performance of services to, those companies in which the
Corporation is a shareholder.
7. To promote, organize and invest in the promotion of all kind of
industrial and commercial activities carried out by any civil or commercial
corporation, within the Mexican territory or abroad, as well as to acquire,
administrate, purchase, lease or interfere in said companies, as shareholder or
holder of equity interest, bonds, obligations, or through agreements or any kind
of acts, related with the corporate purposes.
8. To receive or make any kind of loans, with or without a guaranty,
granting or receiving the corresponding guaranties.
9. To guarantee third parties' obligations, and in general to
individually, jointly or severally guarantee third parties obligations, with or
without consideration, through the execution of pledge or mortgage agreements,
or any other guaranties permitted by law, provided that, in relation to third
parties' obligations, said third parties shall directly or indirectly
participate in the capital stock of the corporation, or the corporation shall
participate, directly or indirectly, in the capital stock of said third parties.
Consequently the corporation shall subscribe all negotiable instruments, execute
the corresponding agreements and other documents necessaries for the perfection
of such guarantees.
10. To issue, accept, draw, endorse, guarantee, discount, certify and
execute negotiable instruments and credit operations, with or without guaranty,
and payment instruments, as well as all kind of agreements,
contracts and legal acts and operations related thereto, whether directly or
indirectly, in terms of article 9 of the Negotiable Instruments and Credit
Operations Law or any applicable law.
11. To counsel individuals, commercial or civil companies, associations,
national or foreign authorities, in connection with economic, financial,
accountable, legal matters, as well as to hire technical and professionals
services for the rendering of such counseling services.
12. To act as agent, representative, commission agent, broker or
attorney-in-fact of industrial or commercial Mexican or non-Mexican companies,
and to carry out in its name or in the name of their representatives, all acts
or corporate purposes.
13. To acquire, purchase, sell, administrate, lease, promote, intervene,
give in guaranty and to dispose of real estate property, personal property or
any kind of investments or properties or any kind of industrial or commercial
businesses, within the Mexican territory or abroad.
14. To obtain, acquire, possess, grant licenses or to grant the right to
use, purchase, assign, lease, to give in guaranty and to use, by means of any
legal title, any kind of concessions, permits, franchises, licenses,
authorizations, assignments, commissions, inventions, patents, trademarks,
commercial names, copyrights coming form or registered in any country, which
contribute to the achievement of the corporate purposes.
15. In general, to carry out and execute all operations, agreement,
contracts, businesses and legal acts, whether civil, commercial, labor or any
other type of act related, directly or indirectly, with the purposes of the
corporation or with an activity related to such purposes, in Mexico of abroad,
which may be deemed necessary or convenient to achieve the purposes of the
corporation.
THIRD. DOMICILE: The domicile of the corporation shall be Mexico, Federal
District, being able to establish agencies or branches of the corporation
anywhere within the United Mexican States or abroad.
FOURTH. DURATION: The corporation shall have a duration of 99 (ninety nine)
years from the date of its incorporation.
FIFTH. NATIONALITY: The corporation is a Mexican corporation. "The current and
future non-Mexican shareholders of the corporation agree to be considered as
Mexicans (nationals of the United Mexican States) as regards their interest or
participation in the corporation, as well as all assets, rights, concessions,
participations or interests which may be held by this corporation, or the rights
and obligations arising from agreements with Mexican authorities to which this
corporation may be a party, and not to invoke the protection of their
governments under penalty, in case of failure to comply with this agreement, of
forfeiting such interest or participation to the Mexican Nation".
CHAPTER II
CAPITAL AND SHARES
SIXTH. CAPITAL STOCK: The capital of the corporation shall be variable with a
minimum fixed portion of $501,000.00 (Five Hundred and One Thousand Pesos
00/100, currency of the United Mexican States), represented by 50,100 (Fifty
thousand one hundred) ordinary, nominative Class I shares with a par value of
$10.00 (Ten Pesos 00/100) each. The variable portion is unlimited and shall be
represented by Class II shares with a par value of $10.00 (Ten Pesos 00/100)
each.
SEVENTH. DEFINITIVE SHARE CERTIFICATES: The share certificates shall include all
data required by Article 125 of the General Law of Commercial Companies and the
text of article Fifth of the by-laws. The share certificates shall be signed by
the Chairman and the Secretary of the Board of directors and shall have attached
to them coupons for the payment of dividends and to exercise the preemptive
rights described in article 11. The board of directors shall determine the
number of shares that must be covered by
each share certificate and the number of coupons to be attached. The Corporation
shall have a shareholders registry book as provided in article 128 (One Hundred
and Twenty Eight) of the abovementioned law.
EIGHTH. PROVISIONAL CERTIFICATES: Until share certificates are issued,
provisional share certificates may be issued in order to represent the shares of
the corporation as provided by the General Law of Commercial Companies.
NINTH. ACCEPTANCE OF THE RIGHTS AND DUTIES INCORPORATED TO THE SHARES AND TO
THESE BY-LAWS: The possession of one or more shares will imply the acceptance of
the provisions contained in these bylaws, all amendments thereto and the
resolutions adopted by the Shareholders Meetings or the board of directors
within their corresponding competences, regardless of the opposition and
separation rights established in articles 201 and 206 of the General Law of
Commercial Companies.
TENTH. RECORD IN THE REGISTRY SHARES BOOK OF ANY PURCHASE, TRANSMISSION OR
SHARES TRANSFER: Any sale or transfer of shares, whether among shareholders or
thirds parties, must be registered in the shareholders registry book of the
Corporation.
ELEVENTH. INCREASE AND REDUCTIONS IN THE CAPITAL STOCK: The capital stock may be
increased or reduced pursuant to the following provisions:
a) Increases or reductions in the minimum portion of the capital stock of
the corporation shall be approved by the extraordinary shareholders meeting.
b) Increases or reductions in the variable portion of the capital stock of
the corporation shall be approved by the ordinary shareholders meeting.
c) The terms and conditions under which the shares issued pursuant to an
increase in the capital of the corporation must be subscribed and paid may be
determined by the shareholders meeting that approved said increase in the
capital or the Board of Directors or Sole Administrator, as the case may be.
d) No new shares shall be issued unless and until all previously issued
shares have been fully paid.
e) Authorized but non-subscribed shares shall be kept at the corporate
treasury of the corporation and shall be subscribed and paid pursuant to the
terms and conditions determined by the shareholders meeting which authorized
such increase, or in any successive shareholders meeting. If approved, such
authorized but non-subscribed shares may be offered by the board of directors in
the amount authorized by the ordinary or extraordinary shareholders meeting, for
shares representing the variable or shares representing the minimum portion of
the capital stock, respectively.
f) Only the subscribed and fully paid shares may be reimbursed or
withdrew.
g) Except as otherwise agreed by the shareholders, the reimbursement and
withdraw of shares shall be made proportionally to all shareholders.
h) All increases or reductions in the capital stock, once implemented,
shall be recorded in the capital stock registry book of the corporation.
Each shareholder shall have the preemptive right to subscribe the shares
resulting from any capital increase, in proportion to the number of shares owned
by each shareholder prior to the capital increase, and without considering the
shares owned by the shareholders not exercising their preemptive right. Said
preemptive right shall be exercised within fifteen (15) days immediately
following the date of the publication of the resolution declaring the capital
increase in the official gazette of the corporate domicile, or, in the absence
of such publication, of the date on which each shareholder acknowledges in
writing that he has received notice of such resolution
CHAPTER III
MEETINGS OF SHAREHOLDERS
TWELFTH. SHAREHOLDERS MEETINGS: The shareholders meeting is the supreme
authority of the corporation; which shall resolve and confirm all its acts and
operations and its resolutions shall be executed by the person designated by it
and, if such designation is not made, by the board of directors.
The resolutions approved by the shareholders out of a meeting, if approved by
the unanimous vote of all shareholders entitled to vote or by all the
shareholders within a specific category, shall have, for all legal purposes, the
same validity as the resolutions adopted at a legally convened general or
special meeting of shareholders, respectively, provided that said resolutions
are confirmed in writing and transcribed in the shareholders meeting minutes
book referred to in article 21 of the bylaws.
Ordinary shareholders meetings shall be held in the corporate domicile at least
once each year, on the date specified by the board of directors within the first
4 months immediately following the close of each fiscal year. Additionally,
ordinary shareholders meetings shall be held whenever called pursuant these
bylaws or law. Extraordinary shareholders meetings shall be held whenever
called.
THIRTEENTH. CALLS: Notices for ordinary or extraordinary shareholders meetings
shall be made by the board of directors, except for the rights granted to the
shareholders and examiners by these bylaws or the applicable laws. The notice
shall be published in a daily newspaper of large circulation of the domicile of
the corporation or, if decided by the board of directors, in the official
gazette of the state of the domicile of the corporation is located. The notice
for a meeting shall be published within at least 8 (eight) days prior to the
date appointed for any meeting. The notice of a meeting shall contain all
information required by law. Notices for a shareholders meeting to be held in
second call shall be published within at least 3 days prior to the date
appointed for such meeting. The notice shall not be necessary if all the shares
entitled to vote at a meeting are present at such meeting.
FOURTEENTH. SHAREHOLDERS ASSISTANCE RIGTH: Except for the provisions set forth
in the General Law of Commercial Companies regarding the deposit of shares in
order to assist and vote in the shareholders meetings, it would be sufficient
for a shareholder to assist and vote in any shareholders meeting if such
shareholder is recorded, within at least 24 hours before the meeting, in
shareholders registry book of the Corporation pursuant to article 128 of the
General Law of Commercial Companies and article 8 of these bylaws. Shareholders
shall have the right to assist to any meeting of shareholders personally or
through a representative, being sufficient for that purposes a proxy letter
executed before two witnesses.
FIFTEENTH. QUORUMS:
I. For a quorum to exist at an ordinary meeting of shareholders held upon
first call, the holders of at least Fifty percent (50%) of the shares entitled
to vote at such meeting must be present personally or by proxy. A quorum shall
exist at any ordinary meeting of shareholders held upon second or subsequent
call regardless of the number of shares held by the Shareholders present
personally or by proxy.
II. For a quorum to exist at any extraordinary meeting of Shareholders held
upon first call, the holders of at least Seventy Five percent (75%) of the
shares entitled to vote at such meeting must be represented thereat. A quorum
shall exist at any extraordinary meeting of Shareholders held upon second or
subsequent call if at least 51% of the shares entitled to vote at such meeting
are represented thereat.
SIXTEENTH. MEETINGS: Shareholders meetings shall be presided by the chairman of
the board of directors and assisted by the Secretary of such Board; provided
that, in the event any of said persons is absent, the shareholders shall appoint
by majority the persons acting as their substitutes. The meeting shall appoint
two recount clerks who shall be elected, by majority of votes, from the
shareholders or their representatives present at the meeting. The recount clerks
shall prepare an attendance list and certify the existence of a quorum. If a
quorum exists, the President shall declare the meeting legally convened and will
proceed to attend the matters listed in the agenda.
SEVENTEENTH. VOTINGS: Each share shall have the right to cast one vote at any
meeting of shareholders. The voting shall be economic, unless the shareholders
agree otherwise.
I. To validly adopt resolutions at an ordinary meeting of shareholders,
whether held upon first or subsequent call, the affirmative vote of shareholders
representing at least majority of the shares present at the meeting shall be
required.
II. To validly adopt resolutions at any extraordinary meeting of
shareholders, whether held upon first or subsequent call, the affirmative vote
of shareholders representing at least fifty one percent (51%) of the corporate
capital stock shall be required.
EIGHTEENTH. GENERAL EXTRAORDINARY MEETINGS: Extraordinary meetings shall be
those called by the board of directors to deal with any of the following
matters:
a) Extension of the duration of the corporation;
b) Dissolution of the corporation prior to the duration stipulated in the
charter and by-laws;
c) Increase or reduction of the minimum part of the capital of the
corporation;
d) Change in the corporate purpose;
e) Change in the nationality of the corporation;
f) Change in the nature of the corporation;
g) Merger of the corporation;
h) Spin-off of the corporation;
i) Amortization by the Corporation of their own shares and issuance of
preferred shares;
j) Issuance of bonds and obligations;
k) Any amendments to the charter and by-laws;
l) Any other matter for which a special quorum is established.
NINETEENTH. MEETING MINUTES: A minute of all shareholders meetings shall be
prepared and transcribed in shareholders meetings minutes book. The minute shall
contain the date of the meeting and the matters discussed therein, and must be
signed by the chairman and secretary of the meeting, and the examiner(s) that
were present at the meeting.
TWENTIETH. FORMALIZATION OF SHAREHOLDERS MEETINGS AND RESOLUTIONS: All
extraordinary shareholders meetings minutes shall be formalized before a Notary
Public and recorded in the Public Registry of Property and Commerce of the
domicile of the corporation. Ordinary shareholders' meetings minutes and
shareholders' resolutions not transcribed in the shareholders' meetings minutes
book, shall be formalized before a Notary Public.
CHAPTER IV
MANAGEMENT OF THE CORPORATION
TWENTIETH FIRST. ADMINISTRATION: The management of the corporation shall be
vested in a board of directors, which shall be composed by the number of members
and alternates determined by the shareholders meeting, pursuant to article 24
below. The members of the board may or may not be shareholders. The members of
the board shall be elected for a one-year term from the date of their
appointment and shall continue in office until their successors have been
appointed and have taken office.
TWENTIETH SECOND. APPOINTMENT OF THE CHAIRMAN AND THE SECRETARY: If the
shareholders' meeting does not appoint the chairman and the secretary of the
board of directors, said board of directors, within its first meeting, shall
appoint a chairman among its members who shall also be the chairman of the
corporation and shall have tie-breaking vote. The chairman shall be substituted
during its absence by the member of the board of directors appointed by the
shareholders' meeting or by the members of the board. During said first meeting,
the board of directors shall appoint a secretary, who may or may not be a member
of the board, and who shall be in office until the next shareholders' meeting
appointing new members of the board of directors.
TWENTIETH THIRD. CHAIRMAN OF THE BOARD OF DIRECTORS: The chairman of the board
of directors shall represent to the corporation before all kind of corporations,
authorities or individuals; it shall supervise the corporate operations and
shall secure the compliance of the provisions of these bylaws and of the
resolutions and provisions of the shareholders' meeting and the board of
directors, as the case may be.
TWENTIETH FOURTH. CONSIDERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS: As
consideration for their services, the members of the board shall receive the
amount established by the ordinary shareholders meeting..
TWENTIETH FIFTH: GUARANTEE BY THE DIRECTORS AND OFFICERS: Each member of the
board, as well as the Directors and/or Managers, shall deliver the guaranty
approved by the shareholders' meeting in order to secure the fulfillment of
their duties.
TWENTIETH SIXTH: BOARD OF DIRECTORS' MEETINGS: The meetings of the board of
directors shall be held in the domicile of the corporation or in any other place
approved by said board of directors. The board of directors meetings shall be
held at any time, whenever called by the chairman, secretary or two members of
the board of directors, by means of special written notice addressed to the
members or in any other manner considered adequate. The notice shall containing
the hour, date, place and agenda for the meeting.
Resolutions adopted outside of a meeting by the unanimous vote of all the
members of the board of directors or their respective alternates, shall have all
legal effects as if they had been adopted in a meeting of the board of
directors, as long as they are confirmed in writing and transcribed in the
respective minutes book referred to in article 29 of these bylaws.
TWENTIETH SEVENTH: QUORUM AND VOTING: In order for the meetings of the board of
directors and the resolutions adopted therein to be considered as valid, the
attendance of the majority of the members of the board, or their corresponding
alternates, shall be necessary.
TWENTIETH EIGHTH: FACULTIES, OBLIGATIONS AND POWERS OF ATTORNEY OF THE BOARD OF
DIRECTORS: The board of directors shall be the representative of the
corporation. Except for the matters requiring a special quorum or voting and
except for restrictions imposed by the shareholders' meeting, the board of
directors shall have the following powers:
1. General power of attorney to open and cancel bank accounts in the name
of the corporation, as well as to withdraw against such accounts, and to appoint
the persons authorized to withdraw against such accounts.
2. General power of attorney to appoint and remove the Directors, General
Manager, Managers, Attorneys-in-fact and Agents and employees of the
corporation, and to determine their attributions, liabilities, working
conditions and compensation.
3. To acquire participation in the capital of others companies,
associations or any other kind of organizations.
4. To delegate its faculties to one or more of its members for specific
purposes and with specific attributions in order to exercise said faculties.
5. To call to ordinary and extraordinary shareholders meetings, to execute
the resolutions of the shareholders meetings and, in general, to carry out all
acts and operations necessary or convenient to achieve the corporate purposes of
the corporation, except for those expressly reserved to the shareholders meeting
by these bylaws or the applicable laws.
6. GENERAL POWER OF ATTORNEY FOR LAWSUITS AND COLLECTIONS to represent the
corporation, with all powers which, according to law, must be expressly set
forth, as provided in the first paragraph of article 2,554 of the Civil Code for
the Federal District and the corresponding articles of the Federal Civil Code
and the Civil Codes of the States, and article 2,587 of the Civil Code for the
Federal District and the corresponding articles of the
Federal Civil Code and the Civil Codes of the States, and the first paragraph of
the article 2,448, and article 2,481 of the Civil Code for the State of Nuevo
Leon, and the corresponding articles of the Civil Codes of the States.
Consequently, the ATTORNEY-IN FACT, board of directors of General Cable de
Latinoamerica, S.A. de C.V., is hereby empowered to represent the corporation
before individuals and legal persons and before all kind of authorities, whether
judicially (civil or criminal), administrative or labor authorities, federal,
state or municipal, within the Mexican Republic or abroad, within a judicial
procedure or not; to file and desist from all kind of legal procedures, whether
civil, commercial, administrative, criminal or labor actions, including the
amparo procedure; to follow up in all legal procedures and to desist from them;
to file appeals against records of court proceedings and interlocutory and final
judgments; to file and withdraw criminal complaints, submit accusations, assist
the Attorney General and grant pardons; to desist; to transact; to submit to
arbitration; to make and answer questions; to recuse Judges and any other
judicial authorities with or without a cause or under oath, as well as to
appoint experts.
7. GENERAL POWER OF ATTORNEY FOR LABOR REPRESENTATION, to represent the
Corporation in labor trails or proceedings in the terms and for the purposes
referred to in articles 11, 46, 47, 134 paragraph III, 523, 692 paragraphs II
and III, 694, 695, 786, 787, 873, 874, 876, 878, 880, 883, 884, 899, chapters
XII and XVII of the title fourteen of the Federal Labor Law, with the
attributions, obligations and rights referred to in said articles. Likewise, the
board of directors shall represent he corporation pursuant to article 11 of said
Federal Labor Law. In exercising the POWER OF ATTORNEY granted herein, the board
of directors shall have the following powers and faculties: The board of
directors shall be entitled to act before unions and in connection with any
disputes or conflicts arising with said unions; to act before employees
individually considered and in connection with all disputes arising with said
employees; in general, to carry out all kind of labor acts and to exercise said
acts before the labor authorities referred to in article 523 of the Federal
Labor Law; the board of directors shall be entitled to appear before the labor
courts, whether local or federal. Consequently, the board of directors shall be
entitled to be part of any labor proceeding with all faculties mentioned herein,
and shall have the legal representation of the corporation in terms of articles
11, 46, 47, article 692 paragraphs II and III, 787, 788 of the Federal Labor
Law, being entitled to make and answer questions pursuant to article 876, to be
part of the labor hearing described article 873, in term of articles 875, 876
paragraphs I and VI, 877, 878, 879 and 880, to appear to labor courts in order
to offer proofs pursuant to article 873 and 874 of the Federal Labor Law, as
well as the power to conciliate, transact and to take all kind of decisions, to
negotiate and execute judicial or extrajudicial labor agreements. The board of
directors shall represent the corporation in all kind of trials and individual
or collectively labor proceedings before any kind of authorities; it may execute
and rescind labor agreements, the reinstatement of employees, to answer all kind
of law suits, claims or notices, ratifying herein all acts carried out by the
board of directors on said hearings or proceedings.
8. GENERAL POWER OF ATTORNEY FOR ADMINISTRATION ACTS, with all general
faculties to administrate the business and social assets, pursuant the second
paragraph of article 2554 of the Civil Code for the Federal District and the
corresponding articles of the Federal Civil Code and the Civil Codes of the
States and article 2448 of the Civil Code for the State of Nuevo Leon, and the
corresponding articles of the Civil Codes of the States.
9. GENERAL POWER OF ATTORNEY FOR ACTS OF OWNERSHIP, pursuant to the third
paragraph of article 2554 of the Civil Code for the Federal District and of the
Federal Civil Code, and the corresponding third paragraph of article 2448 of the
Civil Code for the State of Nuevo Leon and the corresponding articles of the
Civil Codes of the States.
10. GENERAL POWER OF ATTORNEY to issue, accept, draw, endorse, guarantee,
certify, discount, and to validly subscribe all kind of negotiable instruments
and credit transactions, with or without a guaranty, as well as all kind of
agreements, contracts, businesses, legal acts and operations directly or
indirectly related to said acts, pursuant the articles 9 section I final
paragraph, 85, 174 and 196 of the General Law of Negotiable Instruments and
Credit Transactions; to guarantee, in name of the corporation, obligations of
the corporation or third parties' obligations, whether individually, jointly or
severally, with or without a consideration, through mortgage, pledge or any kind
of guarantee. The board of directors shall be entitled to subscribe and execute
all negotiable instruments, agreements, contracts and all documents deemed
necessary
or convenient in order for the perfection of said guarantees, including the
power to draw checks, to make use of the funds deposited in bank accounts or
funds in other institutions and to oblige the corporation in any legally form
deemed necessary within its authorized faculties and operations.
11. GENERAL POWER OF ATTORNEY to grant and revoke general and special
powers of attorney; to delegate the powers granted to it, whether total or
partially, by granting to the appointed attorneys-in-fact the faculties
considered convenient by the board of directors within the powers granted to
said board, without loosing the powers granted to said board of directors. The
board of directors shall be entitled exercise its powers and duties within the
Mexican Republic or abroad, and before all kind of individuals and legal
persons, and before all kind of authorities without distinction, whether
federal, local, municipal, judicial, administrative, legislative, tax or labor
authorities, such as the Instituto Mexicano del Seguro Social, the Instituto del
Fondo Nacional de Vivienda para los Trabajadores, del Fondo de Fomento y
Garantia para el Consumo de los Trabajadores and before all kind of arbitrators,
negotiators or mediators.
TWENTIETH NINTH. BOARD OF DIRECTORS SESSION MINUTES: Minutes of all meetings of
the board of directors shall be prepared and transcribed in the board of
directors' meetings minutes book. Said minutes shall contain the date, the
matters discussed and the resolutions adopted at the meeting. The minutes shall
be signed by the chairman and secretary of the meeting, and all members and
examiners that were present at the meeting shall sign the corresponding
attendance list.
THIRTIETH. GENERAL MANGER OF THE CORPORATION: The general manager of the
corporation shall be of Mexican nationality or other any other nationality
approved by the board of directors.
CHAPTER V
SURVEILLANCE OF THE CORPORATION
THIRTIETH FIRST. EXAMINERS: The surveillance of the corporation shall be
entrusted to 1 Examiner and its corresponding alternate, to be appointed by the
shareholders meeting. The examiner shall remain in office for one year, or until
its successor has been appointed and has taken office. The Examiner of the
corporation may be re-elected.
Notwithstanding the foregoing, dissenting shareholders shall have the right to
appoint 1 examiner and its corresponding alternate, provided that the number of
shares owned by said dissenting shareholders represent at least 25% of the
capital stock. In such case, the surveillance of the corporation shall entrusted
to the examiners appointed pursuant to this paragraph and their functions shall
be carried out by each one of said examiners, and being entitled to the same
consideration for their services. The examiners may or may not be partners of
the Corporation.
In the event no appointment of alternate examiners has been made and in the
event an examiner passes away, resigns or is removed by the shareholders
meeting, for any reason whatsoever, before the expiration of its term, then the
ordinary shareholders meeting shall take all steps necessary in order to appoint
a new examiner.
THIRTIETH SECOND. OBLIGATIONS AND ATRIBUTIONS OF THE EXAMINERS: The examiners
shall have obligations and attributions described in article 166 of the General
Law of Commercial Companies.
THIRTIETH THIRD. EXAMINERS REMUNERATION: The examiners shall been compensated
for their services in the amount resolved by the ordinary shareholders meeting.
The payment of such consideration shall be made during the corresponding fiscal
year.
THIRTIETH FOURTH. EXAMINERS GUARANTEE: The examiners shall deliver the guarantee
required by the general shareholders meeting in order to secure the exact
performance of their duties.
CHAPTER VI
FISCAL YEAR AND FINANCIAL STATEMENTS
THIRTIETH FIFTH. FISCAL YEAR: The fiscal year of the corporation shall run
together with each calendar year.
THIRTIETH SIXTH. FINANCIAL STATEMENTS: Within the 4 months following the end of
each fiscal year, a report reflecting the financial situation of the corporation
pursuant to Mexican GAAPs and a balance sheet containing at least the
information referred to in article 172 of the General Law of Commercial
Companies shall be prepared.
THIRTIETH SEVENTH. SHAREHOLDERS INFORMATION: The preparation of the balance
sheet and the financial statements shall be entrusted to the board of directors.
After its approval by the board of directors, the abovementioned documents,
together with the supporting documentation, the management report and the
Examiners report, shall be submitted to the shareholders at least 15 days prior
to the date on which the ordinary shareholders will be held.
THIRTIETH EIGHTH. PROFITS ALLOCATION: The annual net profits resulting after the
amortization, depreciation and penalization, as well as the amount calculated to
the payment of the add tax value, shall be applied as follows:
a) Five percent of the net profits shall be separated to form the legal
reserve, until such reserve equals at least one-fifth of the capital of the
corporation.
b) The amount necessary in order to comply with the corporation's duties
imposed by the Federal Labor Law regarding distribution of profits among the
employees shall be separated.
c) The amount considered necessary by the shareholders meeting in order to
constitute the reinvestment fund shall be separated.
d) The amount considered necessary by the shareholders meeting in order to
constitute the prevention fund shall be separated.
e) The amount remaining shall be allocated among all shareholders,
proportionally to the number of shares owned by each shareholder in the capital
stock as provided by the shareholders meeting.
THIRTIETH NINTH. PAYMENT OF DIVIDENDS: Dividends declared by the shareholders
meeting shall be paid to the shareholders by the board of directors, in the
manner and on the terms determined by the shareholders meeting, which
determination may be delegated by the shareholders meeting to the board of
directors.
FORTIETH. LOSSES: Losses of the corporation shall been supported by the
shareholders in proportion to their number of shares and limited to the nominal
value of said shares.
CHAPTER VII
DISSOLUTION AND LIQUIDATION OF THE CORPORATION
FORTIETH FIRST. DISSOLUTION: The corporation shall be dissolved in the cases set
forth in Article 229 of the General Law of Commercial Companies.
FORTIETH SECOND. LIQUIDATION: During the dissolution of the corporation, the
general shareholders meeting shall appoint one or more liquidators, which may or
may not be shareholders of the corporation, and shall determine their
consideration and the term to finalize the dissolution of the corporation.
In the event of more than one liquidator, such liquidators shall act jointly,
except for the faculties granted by the shareholder meeting that may be
exercised separately.
FORTIETH THIRD. LIQUIDATION BASES: The liquidator or liquidators shall carry out
the liquidation of the corporation under the following basis:
1) Pending operations of the corporation at the time of its dissolution
shall be concluded.
2) All accounts payable shall be collected and all accounts payable shall
be paid, being authorized to sale the assets of the corporation if necessary.
3) The liquidators shall prepare the final financial information, which
shall be submitted to the approval of the shareholders meeting.
4) The liquidators shall pay to the shareholders their shares in the
manner determined by the shareholders meeting.
FORTIETH FOURTH. FACULTIES OF THE MEETING DURING LIQUIDATION: During the
liquidation of the corporation, the shareholders meeting shall have all
necessary faculties to determine, in addition to the legal provisions and norms
contained in these bylaw, the rules that shall control the liquidators
performance. During the liquidation process, the shareholders meeting may be
called by any liquidator or examiner, since liquidators shall have the same
authority and obligations as the managers and officers during the normal
existence of the Company.
FORTIETH FIFTH. APPLICATION OF THE BY-LAWS DURING THE LIQUIDATION: During the
liquidation process, the provisions of these bylaws shall continue governing the
corporation, except for those provisions regarding the board of directors, since
the appointment of liquidators shall revoke all powers granted to such board of
directors. The liquidator shall substitute the board of directors in their
functions.
CHAPTER VIII
JURISDICTIONAL BINDING AND APLICABLE LAW
FORTIETH SIXTH. For the resolution of any disputes arising between the
corporation and its shareholders, or among the shareholders in such character,
the shareholders of the corporation agree to submit themselves to the
jurisdiction of the court of the first judicial district of the State of Nuevo
Leon, United Mexican States, with residence in the City of Monterrey, and to the
laws, regulations and other dispositions applicable in said state, expressly
waiving their right to be submitted to any other courts or jurisdictions
according to their present or future domiciles or for any other reason.