EXHIBIT 3.17
[Translation into English of the by-laws of General de Cable de Mexico del
Norte, S.A. de C.V.]
CLAUSES
FIRST. The parties organize a variable capital corporation pursuant to
the General Law of Commercial Companies (Ley General de Sociedades Mercantiles)
whose name shall be "GENERAL DE CABLE DE MEXICO DEL NORTE, S.A. DE C.V." or
their abbreviation "S.A. de C.V."
SECOND. The company shall have as its purpose: To buy, sell, import,
export, the manufacture, assembly, production, attachment, welding, modeling,
joining, separation and repair of covered or uncovered cable harness, different
types of connectors for the radio telecommunications industry, telecommunication
automotive industry, electric connectors, integrated circuits, diodes,
transistors, fuses, the manufacturing of copper, aluminum and plastic cables and
cables made from other materials. The acquisition of personal and/or real
property necessary for the achievement of the corporate purposes of the company.
The execution and performance of all acts, agreements and other type of steps
necessary in order for the company to fulfill its functions and to achieve its
corporate purposes.
The company may grant, draw, issue, accept, endorse, certify or, by any other
legal manner, to subscribe, including as jointly obligor, all kind of negotiable
instruments provided by law, including the issuance of obligations or any other
kind of securities.
Likewise, the company may receive or grant loans and may enter into all kind of
loan agreements and may grant all kind of collaterals, including real or
personal guaranties, being able to carry out all kind of acts, within Mexico or
abroad, including acts of domain, civil, commercial or any kind of agreements,
whether principal or accessory, or any other kind of agreements permitted by
law. The company shall be able to secure obligations of the company and third
parties' obligations, whether as guarantor or in any other form, including as
joint obligor.
THIRD. The domicile of the company shall be Piedras Negras, Coahuila.
FOURTH. The duration of the company shall be ninety nine (99) years
from the date hereof.
FIFTH. "Any alien who upon the incorporation or at any time thereafter
acquires an interest or participation in the company, shall thereby be
considered as a Mexican (national of Mexico) as regards such interest or
participation, and agrees not to invoke the protection of its government under
penalty, in case of failure to comply with this agreement, of forfeiting such
interest or participation to the Mexican nation."
SIXTH. The fixed minimum portion of the corporate capital of the
corporation shall be the amount of Mx$10,000,000.00 (Ten million Pesos 00/100
lawful currency of Mexico) represented by 1,000 (One thousand) shares, with a
par value of $10,000.00 (Ten thousand Pesos 00/100, lawful currency of Mexico)
each. The maximum portion of the capital of the corporation shall be unlimited.
The capital has been subscribed and paid in the following manner:
Shareholder Shares Value
GK Technologies Incorporated 996 $ 9,960,000.00
Philadelphia Insulated Wire Comp. 1 $ 10,000.00
General Cable Corporation 1 $ 10,000.00
General Cable International 1 $ 10,000.00
Operations Limited
GK Trucking Corp. 1 $ 10,000.00
Total: 1,000 $10,000,000.00
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The price of the shares which are subscribed and paid herein, is received by the
Treasurer of the Company.
SEVENTH. The corporate capital may be increased and reduced pursuant to
the provisions of these bylaws, in the event of an increase, the shareholders of
the company shall have the preemptive right to subscribe the new shares.
EIGHTH. The share certificates shall be signed by the President and
Treasurer of the Board of Directors of the company, shall include the
information required by Article 125 (One Hundred and Twenty Five) of the General
Law of Commercial Companies, and shall have dividend coupons attached for the
payment of dividends and shall include a transcription of Clause Fifth of this
bylaws.
NINTH. The Board of Directors or its President shall be entitled to
issue provisional and definite share certificates, covering one or more shares,
as well as to exchange any certificates previously issued and to issue 1 (one)
or more new certificates, provided that the total number of shares covered by
such 1 (one) or more new certificates equals the total number of shares covered
by the certificates exchanged.
TENTH. In case of loss, misplacement or destruction of any permanent
share certificate, the Board of Directors or the President of the Board of
Directors may, at its sole discretion, resolve the issuance of a duplicate
certificate or a subsequent certificate, subject to delivery of a Guaranty in
the amount and on the terms considered necessary by the Board of Directors
pursuant to the applicable laws. The duplicates of the share certificates issued
shall state that in the event the original replaced share certificate is found,
then such duplicates shall become invalid.
In case of loss, misplacement or destruction of any dividends coupon,
the Board of Directors or its President may resolve the payment of the
corresponding dividends subject to the fulfillment of the requirements set forth
in this clause for the replacement of share certificates.
ELEVENTH. The management of the company shall be entrusted to a Board
of Directors, composed by individuals who may or may be not shareholders of the
Company, and who shall occupy the following positions: President,
Vice-President, Secretary, Treasurer and three Assistants. Members and
alternates of the Board of Directors shall be appointed for each of those
positions. In the absence of any member of the Board of Directors, alternates
may take care of those issues considered by these bylaws as reserved to the
Board of Directors, by adopting the corresponding resolutions without any
limitation. Said Board of Directors shall have the broadest legal authority
corresponding to attorneys-in-fact with faculties for lawsuits and collections
and acts of administration, pursuant to articles 2,448 of the Civil Code for the
State of Coahuila and article 2,554 of the Civil Code for the Federal District
which reads as follows:
"In all general powers of attorney for lawsuits and collections, a recital that
it is granted with all general and special powers which by law require a special
grant, shall be sufficient so that the power of attorney shall be understood to
have been granted without limitation.
In general powers of attorney for the administration and management of property,
a recital that it is conferred for this purpose shall be sufficient to confer
upon the attorney-in-fact full and ample power of administration.
In general powers of attorney for the execution of acts of domain (ownership), a
recital that it is granted for this purpose shall be sufficient to confer upon
the attorney in fact all of the powers of the owner over the property in
question, including the power to take all measures necessary for the protection
and defense thereof.
When it is desired to limit the power of attorney in the above mentioned three
instances, such limitation shall be expressly set forth, or a special power of
attorney shall be granted. The notaries shall insert this article in the public
instruments containing the power of attorney granted before them."
TWELFTH. The President of the Board of Directors shall represent the
company before all kind of authorities.
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THIRTEENTH. The President of the Board of Directors shall be the
executive body of said Board, and shall have as its duty to supervise the
execution of the Board of Directors' resolutions; shall act as president of the
ordinary and extraordinary shareholders' meetings with the assistance of the
Secretary; shall represent the company with the same faculties granted to the
Board of Directors; the President may subscribe, endorse and negotiate all kind
of negotiable instruments on behalf of the Company and to carry out all
transactions, within the same gender, described in article 3 of the General Law
of Negotiable Instruments and Credit Transactions (Ley General de Titulos y
Operaciones de Credito). To execute, together with the Secretary of the Board,
the minutes of the Board and shareholders' meetings, as well as any certificates
or statements in connection with the company.
FOURTEENTH. The Secretary of the Company shall be responsible for the
board of directors' meetings minutes book and documents related to these bylaws,
its amendments and additions; to draft the minutes of the Board of Directors
meetings and the ordinary and extraordinary shareholders' meetings; to draft the
attendance list for each of the shareholders' and Board of Directors' meetings;
to maintain under its custody all documents regarding the Board of Directors and
Shareholders meetings and execute the notices for said meetings and shall carry
out all steps necessary in order to hold all shareholders' meetings, whether
ordinary or extraordinary.
FIFTEENTH. The Treasures of the Company shall have the following
duties:
I. To receive and make the payments corresponding to the Company and to
the shareholders;
II. To supervise all funds received by the Company and to keep the
accounting records required; and
III. All other duties pursuant to the law and these bylaws.
SIXTEENTH. The absence or inability of the President shall be covered
by the Secretary, whose absence or inability shall be covered by the Treasures,
whose absence or inability shall be covered by the person appointed by the
shareholders' meeting, which persona shall have all the powers and obligations
corresponding to the covered member of the Board pursuant to these bylaws.
SEVENTEENTH. The Board of Directors shall adopt its resolutions by
majority, and the President shall have tie-breaking vote. In any Board of
Directors' meeting a quorum shall exist with the presence of at least 3 of its
members.
EIGHTEENTH. The shareholder(s) holding twenty five percent (25%) of the
outstanding shares of the company shall have the right to appoint one member of
the Board of Directors in accordance with the terms contained in article 144
(one hundred and forty four) of the General Law of Commercial Companies.
NINTEENTH. The direct administration of the Company shall be entrusted
to 1 or 2 Managers, who shall have the powers conferred upon them in their
appointment.
TWENTIETH. The members of the Board of Directors, upon their
appointment, shall deposit a share in the company's treasury to secure the
faithful performance of their duties or, if not possible, the price
corresponding to one share. Either the price corresponding to 1 share or one
share has been deposited in the Treasury of the company by the members of the
Board of Directors in order to secure the faithful performance of their duties.
SURVEILLANCE OF THE COMPANY
TWENTY FIST. The surveillance of the company shall be entrusted to 1
(one) Examiner to be appointed by the General Shareholders Meeting. The Examiner
may or may not be shareholder of the Company. Upon its appointment, an in order
to guarantee the faithful performance of their respective duties, the Examiner
shall deposit in the treasury of the Company one share or its corresponding
nominal value in
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cash, or may deliver a bond for said amount. The Examiner shall remain in office
for two years and may be reelected.
TWENTY SECOND. In case of absence of the Examiner, the person appointed
by the Shareholders Meeting as alternate examiner shall substitute the Examiner.
TWENTY THIRD. The Examiner shall have the powers and obligations set
forth in article 166 of the General for Commercial Companies and the
consideration approved by the Shareholders Meeting.
TWENTY FOURTH. The Shareholders Meeting is the supreme governing
authority of the company and legally convened shall represent all shareholders,
and its resolutions shall be binding on all shareholders, including absent or
dissenting shareholders.
TWENTY FIFTH. The decisions and resolutions of the Shareholders
Meetings shall be transcribed in minutes which shall be prepared by the
President and the Secretary of the Shareholders Meetings.
TWENTY SIXTH. The Shareholders Meetings shall be ordinary and
extraordinary. Extraordinary Shareholders Meetings shall be those called to deal
with any of the matters contained in article 182 of the General Law of
Commercial Companies, and ordinary Shareholders Meetings shall be those called
to deal with any other matter.
TWENTY SEVENTH. Ordinary Shareholders Meetings shall be called at least
once each year within the first 3 months immediately following the close of the
fiscal year of the company, and pursuant to article 181 of the General Law of
Commercial Companies and shall address the following matters:
I. To discuss, approve or modify the Board of Directors' report, after
being read by the Examiner and after all necessary measures have
been taken.
II. The appointment of the members of the Board of Directors and the
Examiner.
III. The determination of the consideration to be paid to the officers
of the Company.
IV. The distribution of dividends.
TWENTY NINTH. The first fiscal year shall commence on the date of
incorporation of the company and shall end on December 31, 1990 and all
subsequent fiscal years shall commence on January 1, and shall end on December
31 of each year.
TWENTY NINTH. The Shareholders Meetings shall be called by the Board of
Directors or by the Examiner, however; the shareholder or shareholders
representing at least 40% of the outstanding capital stock of the Company may
request, in writing, the Board of Directors or the Examiner to call for a
General Shareholders Meeting in order to address the matters contained in their
petition. The holder of 1 share may be entitled to make the same request in the
events described in article 185 of the General Law of Commercial Companies.
THIRTIETH. Any notice convening a shareholders<180> meeting shall
include an agenda for the meeting, shall be published in one occasion in a daily
newspaper of large circulation of the domicile of the corporation and shall be
signed by the person who made it.
THIRTY FIRST. The notice's publication requirement may be dispensed and
its absence shall not cause the nullity of the meeting in the following events:
I. If the shareholders meeting is convened in continuance of a
previous meeting, provided that the day and hour for said
meeting were agreed during the first meeting, and provided
that only the matters included in the original agenda are
discussed.
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II. If shareholders owing all of the stock entitled to vote at
such meeting are present at the moment of voting and the
attendance list is signed by all shareholders present at the
Meeting.
THIRTY SECOND. The members of the Board of Directors and the Examiner
shall abstain from voting in the events provided by the applicable laws,
provided that if their votes are necessary in order for a quorum to exist, the
resolutions shall be validly adopted if approved by the majority of the shares
represented with voting rights.
THIRTY THIRD. For a quorum to exist at Shareholders Meeting held upon
first call, at least 90% of the capital stock must be represented. If on the
date appointed for the meeting said number of shareholders are not present, the
call must be repeated, and the meeting shall be validly convened with the
presence of any number of shares, and the resolutions shall be adopted with the
affirmative vote of any number of shares, provided that matters not included in
the agenda for the first call may not be addressed in the meeting held on second
call.
THIRTY FOURTH. The provisions contained in clause Thirty Third are not
applicable to Extraordinary Shareholders Meetings, in which case, the presence
of a number of shareholders necessary in order for resolutions to be adopted
with the affirmative vote of at least 75% (seventy-five percent) at first or
subsequent call must be required.
THIRTY FIFTH. The meetings shall be presided by the President of the
Board of Directors or, in his absence, by the person elected by the meeting.
Balance
THIRTY SIXTH. A balance sheet shall be prepared each year pursuant to
the following general basis:
I. The balance shall indicate the capital stock of the Company.
II. The balance shall indicate the accounts indicating the assets and
liabilities of the Company.
THIRTY SEVENTH. The balance sheet shall be prepared by the Board of
Directors within 2 (two) months following the termination of each fiscal year.
The balance sheet shall be submitted to the Examiner for its review. The
Examiner shall return the balance sheet, after making all pertinent
observations, within the next 15 (fifteen) days. Once the Examiner returns the
balance sheet, the Board of Directors shall deliver the Examiner and shall
submit to the shareholders meeting the supporting information together with a
management report.
THIRTY EIGHTH. The earnings of the Company shall be distributed as
follows:
I. Five percent of the earnings shall be separated in order to
constitute the legal reserve fund until such reserve equals at
least one-fifth of the corporate capital.
II. The amount determined by the Shareholders Meeting shall be applied
as consideration to the members of the Board of Directors and
Examiner.
III. The amount determined by the Shareholders Meeting shall be applied
to constitute one or more reserve funds.
IV. The amount remaining shall be distributed among all the
shareholders of the Company. The dividends shall be paid at when
the Company has funds.
THIRTY NINTH. Losses, if any, shall be offset with the reserve funds;
and if necessary against all shares proportionally to the limit of their nominal
value.
FORTY. The corporation shall be dissolved in the following cases:
I. By resolution of the Shareholders Meeting adopted in an
Extraordinary Shareholders Meeting.
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II. In the event the Company loses half of its corporate capital stock.
FORTY FIRST. The founder shareholders do not reserve themselves any
participation in the company in their character as founders.
FORTY SECOND. The Shareholders Meeting approving the dissolution of the
Company shall appoint the liquidators by majority, and if such appointment is
not made by the Meeting, the liquidators shall be appointed by the competent
Civil Judge upon request of any shareholder.
FORTY THIRD. Subject to the specific instructions of the Shareholders
Meeting, the liquidation process shall be subject to the following basis:
I. General Report and Inventory.
II. Termination of all pending agreements of the Company in terms
beneficial to the creditors and shareholders.
III. Collect all credits and payment of all debts.
IV. The sale of all the real estate properties of the Company, and the
use of all proceeds obtain to the liquidation purposes.
Bylaws
FORTY FOURTH. The provisions contained in the preceding clauses, and
all applicable provisions of the General Law of Commercial Companies shall
constitute the bylaws of the Company which shall be governed by said bylaws.
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