Exhibit 3.12
I hereby certify that the exhibit attached hereto is a fair and accurate
English translation of the Articles of Incorporation of TVA Sul Santa Catarina
Ltda.
By: /s/ DOUGLAS DURAN
---------------------
DOUGLAS DURAN
Attorney-in-fact
Date: October 1, 1997
TV CABO SERVICOS SANTA CATARINA LTDA.
General Taxpayer Number 00.502.313/0001-48
NIRE 422011954073
4th Amendment to the Charter
By means of this private instrument,
LEONARDO PETRELLI NETO, Brazilian citizen, married, telecommunications expert,
resident and domiciled at Rua Clovis Bevilacqua, 420 - apartment 701 - in the
City of Curitiba, State of Parana, bearer of the Identity Card number 736.678-7
and registered as Individual Taxpayer under number 401.596.049-15;
MARCELO CORREA PETRELLI, Brazilian citizen, married, business administrator,
resident and domiciled at Avenida Rubens de Arruda Ramos, 556 - apartment 1101 -
in the City of Florianopolis, State of Santa Catarina, bearer of the Identity
Card number 769.475-0 and registered as Individual Taxpayer under number
510.811.489-34;
sole quotaholders of the limited liability company TV Cabo Servicos Santa
Catarina Ltda., with main office in this Capital City, at Rua Cesar Seara
n(degrees) 15, registered as General Taxpayer under number CGC
00.502.313/0001-48, with its Charter duly filed with the Commercial Registry of
the State of Santa Catarina under number 42201954073, in a session held on
February 7, 1995, and 42900395782 on December 06, 1995.
And further with the newly admitted quotaholder
TVA SUL PARTICIPACOES S.A., with main office in this Capital City, at Rua Martha
Kateiva de Oliveira, 49 - suite 4, registered as General Taxpayer under number
01.201.577/0001-24, registered with the Commercial Registry of the State of
Parana under NIRE 41300063451 in March 28, 1996, in this act represented by its
duly appointed Directors, Messrs. Leonardo Petrelli Neto, Brazilian citizen,
married, telecommunications expert, resident and domiciled at Rua Clovis
Bevilacqua, 420 - apartment 701 - in the City of Curitiba, State of Parana,
bearer of the Identity Card number 736.678-7 and registered as Individual
Taxpayer under number 401.596.049-15 and Douglas Duran, Brazilian citizen,
married, business administrator, resident and domiciled at Alameda das Rosas,
444, in the City of Barueri, State of Sao Paulo, bearer of the Identity Card
number 6.702.950 and registered as Individual Taxpayer under number
541.326.068-72.
HAVE DECIDED TO:
1. Approve the assignment and transfer of the totality of the one hundred
(100) free quotas by the quotaholder Mr. Marcelo Correa Petrelli,
qualified above, to Mr. Leonardo Petrelli Neto, also qualified above, for
the price agreed upon by the parties, Assignor hereby granting to Assignee
the most ample, general and unrestricted release, so that Assignor has
nothing else to claim, under any title whatsoever, and Assignor, in this
manner, withdraws from the Company.
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2. Approve the assignment and transfer of one hundred and ninety-nine (199)
free quotas held by the quotaholder Mr. Leonardo Petrelli Neto, qualified
above, to TVA Sul Participacoes S.A., qualified above, for the price
agreed upon by the parties, Assignor hereby granting to Assignee the most
ample, general and unrestricted release, so that Assignor has nothing else
to claim, under any title whatsoever.
3. As a result, the capital of the Company in the aggregate value of R$200.00
(two hundred reais) divided into 200 (two hundred) quotas, in the par
value of R$1.00 (one real) each, shall be distributed as follows:
- --------------------------------------------------------------------------------
Quotaholders Quotas Value in R$
- --------------------------------------------------------------------------------
Leonardo Petrelli Neto 1 1.00
- --------------------------------------------------------------------------------
TVA Sul Participacoes S.A. 199 199.00
- --------------------------------------------------------------------------------
Total 200 200.00
- --------------------------------------------------------------------------------
4. Change the members of the Board of the Company and appoint Messrs. JOSE
AUGUSTO PINTO MOREIRA, Brazilian citizen, married, economist, resident and
domiciled at Alameda Argentina, 406, in the City of Barueri, State of Sao
Paulo, bearer of the Identity Card number 2.944.700 and registered as
Individual Taxpayer under number 128.701.967-68; DOUGLAS DURAN, Brazilian
citizen, married, business administrator, resident and domiciled at
Alameda das Rosas, 444, in the City of Barueri, State of Sao Paulo, bearer
of the Identity Card number 6.702.950 and registered as Individual
Taxpayer under number 541.326.068-72; and LEONARDO PETRELLI
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NETO, Brazilian citizen, married, telecommunications expert, resident and
domiciled at Rua Clovis Bevilacqua, 420 - apartment 701 - in the City of
Curitiba, State of Parana, bearer of the Identity Card number 736.678-7
and registered as Individual Taxpayer under number 401.596.049-15, to
occupy the positions of Directors of the Company.
5. As a result of the foregoing, and of further amendments which are intended
to be made to the Charter, the quotaholders have decided to restate the
referred Charter of the Company, which already reflecting the above
amendments shall hereinafter read as follows:
CHARTER
I
NAME, HEAD OFFICE AND TERM
CLAUSE 1 - The Company shall be called TV Cabo Servicos Santa Catarina Ltda
CLAUSE 2 - The Company has its head office at Rua Cesar Seara 15, in the City of
Florianopolis, State of Santa Catarina.
Sole Paragraph - The Directors of the Company may open and close branches and
offices anywhere in the national territory.
CLAUSE 3 - The purposes of the Company are: (a) the exploitation, distribution,
transmission, radio-link and operation of the special cable television service,
upon reception and processing of
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images, sounds, signals and data and/or the respective generation, by means of
community antennas, via physical means, headings, networks, trunk systems,
distribution systems, subscribers or users systems, in open or closed
communities, preparation and/or implementation of projects, including those on
behalf of third parties, and/or the use of other means, systems, equipment,
equivalent or replacing technical or technological products, electronic lease,
or further, any other means or systems that the future technology or state of
the art may provide; (b) the importation or exportation of goods, products,
equipment or services, direct or indirectly related to the purpose of the
Company, as well as the rendering of services and representation of other
domestic or foreign companies; and (c) the participation in other companies in
the capacity of partner, shareholder, quotaholder or party to a consortium.
CLAUSE 4 - The Company is organized for an indefinite period of time.
II
THE CAPITAL
5th CLAUSE - The capital of the company is R$200.00 (two hundred reais) divided
into 200 (two hundred) quotas, in the par value of R$1.00 (one real) each, fully
paid in, in current national currency, distributed between quotaholders as
follows:
- --------------------------------------------------------------------------------
Quotaholders Quotas Value in R$
- --------------------------------------------------------------------------------
Leonardo Petrelli Neto 1 1.00
- --------------------------------------------------------------------------------
TVA Sul Participacoes S.A. 199 199.00
- --------------------------------------------------------------------------------
Total 200 200.00
- --------------------------------------------------------------------------------
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Sole Paragraph - Pursuant to the applicable law, the liability of the
quotaholders is limited to the total value of the capital.
III
MANAGEMENT
CLAUSE 6 - The Company shall be managed by the quotaholders, who shall delegate
powers to representatives to be designated Directors.
1st Paragraph - The Board, which has an indefinite term of office, is organized
as follows: the quotaholders, by delegation appoint: Mr. JOSE AUGUSTO PINTO
MOREIRA, Brazilian citizen, married, economist, resident and domiciled at
Alameda Argentina, 406, in the City of Barueri, State of Sao Paulo, bearer of
the Identity Card number 2.944.700 and registered as Individual Taxpayer under
number 128.701.967-68; Mr. DOUGLAS DURAN, Brazilian citizen, married, business
administrator, resident and domiciled at Alameda das Rosas, 444, in the City of
Barueri, State of Sao Paulo, bearer of the Identity Card number 6.702.950 and
registered as Individual Taxpayer under number 541.326.068-72; and Mr. LEONARDO
PETRELLI NETO, Brazilian citizen, married, telecommunications expert, resident
and domiciled at Rua Clovis Bevilacqua, 420 - apartment 701 - in the City of
Curitiba, State of Parana, bearer of the Identity Card number 736.678-7 and
registered as Individual Taxpayer under number 401.596.049-15; who shall be
vested with ample powers for the management of business.
7th CLAUSE - The Company shall be represented:
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a) by two Directors, jointly, actively and passively, including in acts,
agreements and documents for the disposal or encumbrance of assets,
assumption or release of obligations. When such acts are independently
considered and represent amounts exceeding R$10,000.00 (ten thousand
reais), one of the signatures shall be of the Director Mr. Leonardo
Petrelli Neto.
b) severally, by one Director or an attorney with special powers to carry out
simple routine acts, expediting correspondence, receipts and signatures on
checks for deposit in the Company's bank accounts.
1st Paragraph - The appointment of attorneys requires the joint signature
of two Directors, and the respective instruments of power of attorney
shall expressly list the acts that may be carried out by such
attorneys-in-fact. Except as to ad judicia powers of attorney, all others
granted by the Company shall be granted for an indefinite term of
validity.
2nd Paragraph - The use of the Company's name in guarantees to third
parties or in any other business which are foreign to the interests of the
Company or which imply in liberality is forbidden.
3rd Paragraph - Directors are exempt from offering guarantee and shall be
entitled to a monthly compensation to be determined by the quotaholders,
as a "pro-labore".
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IV
TRANSFER OR ASSIGNMENT OF QUOTAS
CLAUSE 8 - Neither quotaholder may transfer, in full or in part, its quotas to
third parties, without having first offered said quotas in writing, at least 30
days in advance, to the other quotaholders, who shall have the right of first
refusal to acquire same under the same conditions.
1st Paragraph - Prior to the assignment a written proposal of the acquisition by
third parties in good faith shall be sent through a written notice to the
quotaholder so that, should he so intend, he may exercise his right of first
refusal within the term of thirty days.
2nd Paragraph - Should the right of first refusal not be exercised, the
notifying quotaholder may assign his quotas to the interested third party within
the term of ten days and under the conditions of the notice, it being
established that any assignment made out of the term now established or in
disagreement with the initial proposal shall be void.
3rd Paragraph - The assignment of quotas which imply in the transfer of control
power of the Company shall require the prior and written consent of the Ministry
of Communications.
V
AMENDMENTS TO THE CHARTER, DISSOLUTION
AND LIQUIDATION
CLAUSE 9 - Any amendment to this Charter shall require the express consent of
all quotaholders with voting rights.
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CLAUSE 10 - The Company shall not be dissolved, in the event of death,
incapacity, exclusion or withdrawal of one of the quotaholders. Should any of
said events occur with one of the quotaholders, his assets shall be ascertained
based on a special balance sheet and paid to him or to his heirs in twelve
equal, monthly and successive installments, plus monetary correction according
to the variation of the reference rate or any other that may replace same plus
interest at the rate of 12% per year.
Sole Paragraph - In the event of death or incapacity, the heirs of the
quotaholder may appoint a representative to continue in the Company, who shall
be approved by remaining quotaholders.
VI
FISCAL YEAR, BALANCE SHEETS AND PROFITS
CLAUSE 11 - The fiscal year shall end on December 31, when all applicable
financial statements shall be drawn up. The Company may also prepare interim
balance sheets and decide on the respective distribution of profits. All
resolutions on profit distributions.
VII
MISCELLANEOUS
CLAUSE 12 - The Company, on behalf of all quotaholders, undertakes to strictly
comply with all laws, decrees, regulations, rules and recommendations of the
Public Powers.
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VIII
GOVERNING LAW
CLAUSE 13 - The parties hereby elect the Courts of Curitiba, State of Parana, to
settle any disputes arising herefrom.
The quotaholders hereby represent that they are not involved in any crimes
provided in law that may prevent them from exercising commercial activities.
The undersigned quotaholders and directors hereby declare not to be involved in
any crimes established in law that may prevent them from exercising commercial
activities.
And being thus agreed and contracted, the parties execute this instrument in
three counterparts and in the presence of the witnesses below.
Florianopolis, February 14, 1996
LEONARDO PETRELLI NETO
MARCELO CORREIA PETRELLI
TVA SUL PARTICIPACOES S.A. (By Leonardo Petrelli Neto & Douglas Duran)
Directors: JOSE AUGUSTO P. MOREIRA, DOUGLAS DURAN, LEONARDO PETRELLI
NETO
Witnesses: Leila Aparecida Alves, Id. No. 15.832.839 SSP/SP, Individual Taxpayer
Number: 049.249.858-05
Aline Pereira Leite, Id. No. 25.153.011-5 SSP/SP, Individual Taxpayer
Number: 179.973.818-30
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TV CABO SERVICOS SANTA CATARINA LTDA.
General Taxpayer Number 00.502.313/0001-48
NIRE 422011954073
5th Amendment to the Charter
By means of this private instrument,
LEONARDO PETRELLI NETO, Brazilian citizen, married, telecommunications expert,
resident and domiciled at Rua Clovis Bevilacqua, 420 - apartment 701, in the
City of Curitiba, State of Parana, bearer of the Identity Card number 736.678-7
and registered as Individual Taxpayer under number 401.596.049-15;
TVA SUL PARTICIPACOES S.A., with head office at Rua Martha Kateiva de Oliveira,
49 - guite 4, registered with the Commercial Registry of the State of Parana
under NIRE no. 41300063451 dated March 28, 1996, in this act represented by its
directors LEONARDO PETRELLI NETO, Brazilian citizen, married, telecommunications
expert, resident and domiciled at Rua Clovis Bevilacqua, 420 - apartment 701, in
the City of Curitiba, State of Parana, bearer of the Identity Card number
736.678-7 and registered as Individual Taxpayer under number 401.596.049-15 and
DOUGLAS DURAN, Brazilian citizen, married, business administrator, resident and
domiciled at Alameda das Rosas, 444, in the City of Barueri, State of Sao Paulo,
bearer of the Identity Card number 6.702.950 and registered as Individual
Taxpayer under number 541.326.068-72.
sole quotaholders of the limited liability company TV Cabo Servicos Santa
Catarina Ltda., with main office in this Capital City, at Rua Cesar Seara
n(degrees) 15, registered as General Taxpayer under number CGC
00.502.313/0001-48, with its Charter duly filed with the Commercial Registry of
the State of Santa Catarina under number 42201954073, in a session held on
February 7, 1995, and with the latest amendment thereto filed on July 15, 1996,
have decided to:
1. Change the Company's name to "TVA Sul Santa Catarina Ltda."
2. Change the Company's address to Rodovia SC 401, n(degrees) 867 -
Saco Grande, Florianopolis/SC.
3. Accordingly, amend Clauses 1 and 2 of the Charter which shall
hereinafter read as follows:
"Clause 1: The company shall be called TVA Sul Santa Catarina Ltda."
"Clause 2: The company has its head office at Rodovia SC 401
n(degrees) 867, Saco Grande, State of Santa Catarina."
4. All other clauses and conditions of the Corporate Charter not
expressly amended herein shall remain unchanged.
And being thus agreed and contracted, the parties execute this instrument in
three counterparts in the presence of the witnesses.
Florianopolis, August 21, 1996
LEONARDO PETRELLI NETO
TVA SUL PARTICIPACOES S.A. (By Leonardo Petrelli Neto) (Douglas Duran)
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Witnesses: 1) Name: Leila Aparecida Alves, Id. No.: 15.832.839 SSP/SP Individual
Taxpayer
Number: 049.249.858-05
2) Name: Aline Pereira Leite, Id. No.: 25.153.011-5 SSP/SP Individual Taxpayer
Number:
179.973.818-30
Attorney in Charge: Silvia Cristina L. Bernardes, Brazilian Bar Association
Registration no. 74.256.
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