Exhibit 3.2
I hereby certify that the exhibit attached hereto is a fair and accurate
English translation of the Memorandum of the Organizational Shareholders'
Meeting and By-laws of TVA Sistema de Televisao S.A.
By: /s/ DOUGLAS DURAN
---------------------
DOUGLAS DURAN
Attorney-in-fact
Date: October 1, 1997
TVA SISTEMA DE TELEVISAO S.A.
ORGANIZATIONAL SHAREHOLDERS' MEETING
DATE, TIME AND PLACE: On May 13, 1993, at 10:00 AM, in this Capital City, at Rua
do Rocio 313, 5th floor.
ATTENDANCE: ABRILPAR COMERCIO E PARTICIPACOES LTDA., with registered office at
Avenida Otaviano Alves de Lima, 4400, 6th floor, enrolled with the General
Taxpayer Registry of the Ministry of Finance (CGC/MF) under No.
59.801.076/0001-69 and registered with the Commercial Registry of the State of
Sao Paulo (JUCESP) under No. 35208399428, on 12/29/88, represented by its
Directors, Robert Civita, Brazilian, married, editor, bearer of Identity Card
(RG) No. 1.666.785 and Individual Taxpayer Registry (CIC) No. 006.890.178-04,
resident and domiciled at Rua Tabapua No. 1554, apt. 1301, in Sao Paulo, SP, and
Jose Augusto Pinto Moreira, Brazilian, married, economist, bearer of RG No.
2.944.700 and CIC No. 128.701.967-68, resident and domiciled at Alameda
Argentina No. 406, Alphaville II, Barueri, SP: and MATIAS MACHLINE, Brazilian,
married, industrialist, bearer of RG No. 2.936.723 and CIC No. 007.209.098-72,
resident and domiciled at Rua Manoel Goes No. 157, in Sao Paulo, SP.
BOARD: Robert Civita, President; Jose Augusto Pinto Moreira, Secretary.
AGENDA: Organization of a Sociedade Anonima.
DOCUMENTS: Bylaws (annex I), Subscription Bulletin (annex II); Receipt of
Deposit (annex III).
RESOLUTIONS: 1) Approved the organization of a Sociedade Anonima named "TVA
SISTEMA DE TELEVISAO S/A", having its principal place of business located in
this Capital City at Rua do Rocio 313, 5th floor, with the initial stock capital
of three billion cruzeiros (Cr$ 3,000,000,000.00), divided into three hundred
thousand (300,000) common registered shares without a par value, fully
subscribed to by ABRILPAR COMERCIO E PARTICIPACOES LTDA. and by MATIAS MACHLINE,
to be paid-in in the Brazilian legal tender, of which ten per cent (10%) to be
paid herein and the remaining ninety per cent (90%) up to one year as from the
date hereof, pursuant to the subscription bulletin (annex II) the deposit with
Banco do Brasil, on behalf of the Company being organized (annex III) having
been made, and the starting of operations being subject to the filing of these
articles of incorporation with the Commercial Registry; 2) Waived the reading of
the subscription bulletin (annex II) and Bylaws (annex I) as they are fully
known by the subscribers to the Company capital, and ratification and approval
thereof in all of their terms; 3) Elected the Board of Directors as follows:
Director President: Robert Civita, identified hereinabove; Financial Director:
Jose Augusto Pinto Moreira, identified hereinabove; and Directors without a
special designation: Giancarlo Francesco Civita, Brazilian, married, Bachelor in
Social Communication, bearer of RG No. 6.167.806 and CIC No. 040.666.108-11,
resident and domiciled at Rua Capital Antonio Rosa No. 7, in Sao
Paulo, SP, and Victor Civita, Brazilian, single, Bachelor in Political Sciences,
bearer of RG No. 6.166.935 and CIC No. 040.666.138-37, resident and domiciled at
Rua Tucuma 141, apt. 205, in Sao Paulo, SP, the relevant compensation being
fixed up to the individual and collective limits for deduction permitted by the
income tax law, as adjusted pursuant to the variance of such limits which shall
occur during their term of offices, except as to the offices for which the waive
of compensation shall be resolved at a meeting of the Board of Directors. The
term of office of the Board of Directors hereby elected shall exceptionally
extend until the first Annual Shareholders Meeting of the Company, however the
present Directors shall remain in their offices until the effective empowerment
of the Board of Directors to be elected at that Shareholders' Meeting.
CLOSING: As there were no other matters to be discussed, the Meeting was closed,
and the minutes thereof were signed by all present to the Meeting. Sao Paulo,
May 13, 1993.
ABRILPAR COMERCIO E PARTICIPACOES LTDA.:
(sgd) Robert Civita
(sgd) Jose Augusto Pinto Moreira
(sgd) MATIAS MACHLINE
Lawyer's visa:
(sgd) Luis Carlos Balieiro
BBA/SP No. 33,225
TVA SISTEMA DE TELEVISAO S/A
ORGANIZATIONAL SHAREHOLDERS' MEETING
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ANNEX I - BYLAWS
NAME, REGISTERED OFFICE, OBJECT, DURATION
Article 1 - TVA SISTEMA DE TELEVISAO S/A is a sociedade anonima, governed by
these Bylaws and by the applicable legal provisions.
Article 2 - The Company has its principal place of business and jurisdiction in
the City of Sao Paulo, State of Sao Paulo, and it may, upon resolution of the
Board of Directors, open or close establishments anywhere in the country or
abroad.
Article 3 - The Company object is the supplying of television signals repeated
via satellite; production, distribution, import and export of television
programs, owned by the Company and/or by third parties; import of equipment and
spare parts for its own use; rendering of the other services relating to signal
transmission, reception and distribution systems and television programs;
participation on other companies.
Article 4 - The Company is organized for an undetermined period of time.
COMPANY CAPITAL
Article 5 - The company capital is three billion cruzeiros
(Cr$3,000,000,000.00), divided into three hundred thousand (300,000) ordinary
registered shares without a par value.
Article 6 - Any ordinary shares shall entitle to one vote in the resolutions of
the Shareholders' Meetings.
Article 7 - The shareholders are entitled the right of first refusal for the
subscription to new shares, in the same proportion of the shares already held.
Article 8 - The shareholders shall pay the capital subscribed, under the terms
set forth upon subscription, which may determine that the payment shall be made
upon call by the company administration bodies.
Sole paragraph - Any shareholder not effecting the payments on the due dates,
shall be deemed to be in arrears and therefore subject to the payment of
interest of one per cent (1%) per month plus monetary adjustment and a fine of
ten per cent (10%) on the amount overdue.
SHAREHOLDERS' MEETING
Article 9 - The Annual Shareholders' Meeting shall be ordinarily and
extraordinarily held in accordance with the Law, as presided over by the
Shareholder appointed at the installation of the Meeting.
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Article 10 - The Annual Shareholders' Meeting shall be called by the Director
President in office.
Article 11 - The Annual Shareholders' Meeting, besides other matters provided
for in Law, shall:
I - amend the Company Bylaws;
II - elect or divest, at any time, the Company Directors, and fix their
compensation;
III - establish the Company policies and guidelines;
IV - authorize the disposal and the encumbrance of the Company permanent assets
above the amount equivalent to sixty thousand (60,000) UFIRs - Referential Tax
Unit;
V - authorize the granting of guarantees, including sureties and collateral
signatures to third parties, except as to guarantees to controlling, controlled
and allied companies.
Article 12 - The matters listed below shall be approved by the shareholders
representing at least fifty-one per cent (51%) of the Company voting capital:
I - amendment to the preferences, advantages and conditions for redemption or
repayment of shares; or the creation of new classes of shares;
II - creation of founders' shares;
III - amendment to the minimum obligatory dividend;
IV - material change in the company, including the undertaking of new business
areas;
V - merger of the Company into another company, its consolidation or splitting;
VI - dissolution of the Company or cessation of the state of liquidation;
VII - creation and issuance of debentures;
VIII -practice of any acts, not expressly mentioned herein, which are beyond the
Company usual operational scope.
MANAGEMENT
Article 13 - The Company shall be managed by a Board of Directors comprising
four members, shareholders or not, resident in the country, elected and divested
by the Shareholders' Meeting,
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of which one shall be the Director President, another shall be the Financial
Director and the other two, Directors shall have no special designation.
Sole paragraph - The term of the Board of Directors' office is three years and
its members may be reelected, remaining in their offices until the empowerment
of their successors.
Article 14 - The Directors shall substitute for each other in their absences or
impediments. In case of a permanent vacancy, the Shareholders' Meeting shall
fill in the vacancy for the non-expired term of the position replaced.
Article 15 - The Board of Directors shall meet to:
I - prepare the financial statements and the management report to be submitted
to the members of the audit Committee for approval, if any, and addressed to the
Shareholders' Meeting;
II - resolve on the creation, extinction and transfer of establishments anywhere
in the country or abroad;
III - authorize the disposal and encumbrance of the Company permanent assets up
to the amount equivalent to sixty thousand (60,000,) UFIRs - Referential Tax
Unit;
IV - appoint and divest the independent auditors;
V - resolve on the participation in other companies or undertakings;
VI - resolve on the submission to the Shareholders' Meeting of proposals of
capital increases and amendments to these Bylaws;
VII - decide on the matters entrusted to it by Law, the Bylaws and the
Shareholders' Meeting.
Sole Paragraph - The Board of Directors shall meet upon call by any of the
Directors and, in case of tie vote, the issue shall be submitted to the
Shareholders' Meeting.
Article 16 - The Director President shall be responsible for supervising the
management and administration of the Company business, and especially for its
representation with the applicable authorities in their relevant areas.
Article 17 - The Financial Director shall determine the Company financial
policies, maintain contacts with official and private financial institutions and
governmental bodies in the financial area.
Article 18 - The Directors without a special designation shall be responsible
for the duties entrusted to them by the Shareholders' Meeting or at the Board of
Directors meetings.
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Article 19 - The active and passive representation of the Company, in and out of
court and before any public bodies, either federal, state or local, autarchies
and any individual or legal entities generally, shall fall on any of the
Directors separately or even to an attorney appointed under the terms of these
Bylaws.
Paragraph One - The granting of powers of attorney shall be obligatorily
effected with the signature of two Directors, upon specification of the powers
granted, limits, conditions and terms, except as to the powers of attorney with
the ad judicia clause, which shall be granted for an undetermined period of
time.
Paragraph Two - The acts, agreements and documents implying in any liability
before the Company or the release of third parties from their obligations before
the Company, as well as the disposal or encumbrance of permanent assets, up to
an amount equivalent to sixty thousand (60,000) UFIRs - Referential Fiscal Unit,
shall be always signed by two Directors or by one Director jointly with an
attorney or even by two attorneys as appointed under the terms hereof.
Paragraph Three - For the practice of the routine acts, issuance of the usual
correspondence, receipts, endorsement of checks for deposit in the Company
banking accounts, endorsements and bills of trade issued by the Company or for
account of the Company, for collection, discount or pledge with financial
institutions to be credit to the Company, only the separate signature of any
Director or of an attorney regularly appointed and having special powers, shall
be necessary.
Article 20 - It is expressly forbidden to use the Company name in sureties,
collateral signatures, acceptances, endorsements or in any documents which are
of no interest for the Company or implying in a mere liberality.
THE AUDIT COMMITTEE
Article 21 - The company shall have an Audit Committee, the operation of which
shall not be permanent, comprising three (03) regular members and an equal
number of alternates, shareholders or not, elected by the Shareholders' Meeting,
to perform the functions permitted by law.
Paragraph One - Only individuals, who are resident in the country and complying
with the legal requirements may be elected for the Audit Committee, and they
shall hold their offices until the first Annual Shareholders' Meeting held after
their election, and they may be reelected.
Paragraph Two - The compensation of the members of the Audit Committee shall be
fixed by the Shareholders' Meeting which elects them, subject to the provisions
of Law.
FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT DISTRIBUTION
Article 22 - The fiscal year shall begin on January 1st and end on December 31st
of every year.
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Article 23 - At the end of every fiscal year, the financial statements shall be
prepared, subject to the legal provisions.
Article 24 - The net profit earned in every fiscal year, after the legal
deductions, shall be designed pursuant to determination by the Shareholders'
meeting, upon advice of the Audit Committee, when operating.
Paragraph One - The Shareholders are assured the right to receive an obligatory
minimum dividend not lower than twenty-five per cent (25%) of the net profit in
the fiscal year after deduction of the quota designed for the formation of the
legal reserve.
Paragraph Two - Every six (6) months or shorter periods, the Company may prepare
the balance street and distribute dividends.
GENERAL PROVISIONS
Article 25 - The Company shall be dissolved in the cases provided for in Law or
upon resolution of the Shareholders' Meeting, which shall also resolve on the
way of liquidation and shall appoint the liquidator and the Audit Committee to
operate in the relevant period.
Sao Paulo, May 13, 1993.
ABRILPAR COMERCIO E PARTICIPACOES LTDA.
(sgd) Robert Civita
(sgd) Jose Augusto Pinto Moreira
(sgd) MATIAS MACHLINE
Lawyers' Visa:
(sgd) Luis Carlos Balieiro
BBA/SP No. 33,225
Translator's Note: On the overleaf of every page of these Bylaws, there are two
mechanical stamps of the Commercial Register of the State of Sao Paulo (JUCESP),
one of them containing the number 35300136187 and the other certifying that the
document was filed under the number and date mechanically affixed to the
document.
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TVA SISTEMA DE TELEVISAO S.A.
General Taxpayer Register 71.613.400/0001-10
Register with the Commercial Registry No. 35300136187
MINUTES OF THE SHAREHOLDERS' ANNUAL AND
EXTRAORDINARY MEETING
Held on April 30, 1994
PLACE AND TIME: At the Company's registered office at Rua do Rocio 313, 5th
floor, Sao Paulo, SP, at 10:00 AM.
ATTENDANCE: Shareholders representing the whole company capital, pursuant to the
signatures apposed on the "Attendance Book". Also present the Company officers.
BOARD: President: Robert Civita; Secretary: Angelo Silvio Rossi.
LEGAL PUBLICATIONS: a) Management Report and Financial Statements published in
the Official Gazette of the State of Sao Paulo and in the newspaper "O Estado de
Sao Paulo" on 04/30/94, on pages 25, 26 and 64 and L8/L9, respectively; b) Call
Notice, waived under the provisions of article 124, paragraph 4, of Law 6404/76;
c) publications referred to under article 133 of Law 6404/76, waived under the
terms of paragraph 4 of the mentioned legal provision.
RESOLUTIONS: I - At the Annual Shareholders' Meeting, those legally barred
having refrained from voting: 1) Approved the Management Report and the
Financial Statements for the fiscal year ended on 12/31/93; 3) Approved the
non-distribution of dividends for the fiscal year 1993, as the Company had no
profits in the year, pursuant to the documents herein approved; 4) Approved the
monetary adjustment of the paid-in capital, in the amount of two million, two
hundred and ninety thousand, nine hundred and sixty-nine cruzeiros reais and
fifteen centavos (CR$2,290,969.15) and subsequently the capitalization in the
amount of two million, two hundred and thirty-five thousand, six hundred and
sixty cruzeiros reais (CR$2,235,660.00), without the issuance of new shares, the
remaining fifty-five thousand three hundred and nine cruzeiros reais and fifteen
centavos (CR$55,309.15) to remain recorded in the account "Capital Reserve",
thus increasing the company capital, from six billion, nine hundred and eighty
million, seven hundred and sixty-four thousand, three hundred and forty
cruzeiros reais (CR$6,980,764,340.00) to six billion, nine hundred and
eighty-three million cruzeiros reais (CR$6,983,000,000.00); 5) Elected the
Company Board of Directors for a term of office of three years, that is, until
the 1997 Shareholders' Annual Meeting, hereinafter composed as follows: Director
President: Robert Civita, Brazilian, married, editor, bearer of Identity Card
(RG) No. 1.666.785 and Individual Taxpayers' Registry (CIC) No. 006.890.178-04,
resident and domiciled at Rua Escocia, 253, apt. 11, Sao Paulo, SP; Financial
Director: Jose Augusto Pinto Moreira, Brazilian, married, economist, bearer of
RG No. 2.944.700 and CIC No. 128.701.967-68, resident and domiciled at Alameda
Argentina, 406, Alphaville II, Barueri,
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SP; and Directors: Giancarlo Francesco Civita, Brazilian, married, bachelor in
Social Communication, bearer of RG No. 6.167.806 and CIC No. 040.666.108-11,
resident and domiciled at Rua Capitao Antonio Rosa, 07, Pinheiros, Sao Paulo, SP
and Victor Civita, Brazilian, married, Bachelor in Political Sciences, bearer of
RG No, 6.166.935 and CIC No. 040.666.138-37, resident and domiciled at Rua
Pocone, 53, Sao Paulo, SP. Fixed the compensation of the Board of Directors in
up to the maximum individual and aggregate limits of deductibility permitted by
the income tax legislation, as subject to adjustment pursuant the variance of
such limits incurring during the term of office, except as to the cases for
which the waiving of compensation shall be resolved in a meeting of the Board of
Directors; 6) Waived the installation of the Audit Committee for the present
fiscal year. II - Shareholders' Extraordinary Meeting: 7) Approved the
consolidation of the shares representing the Company capital in the proportion
of one thousand (1,000) shares for one (1) share, that is, of every thousand
existing shares into one new share. The fractional shares resulting from the
consolidation shall be acquired by the Company immediately after they are
canceled. 8) As a result of preceding items 3 and 6, approved the amendment to
article 5 of the Bylaws, which shall hereinafter read as follows-. "Article 5 -
The Company capital is six billion, nine hundred and eighty-three million
cruzeiros reais (CR$ 6,983,000,000.00), divided into six million, nine hundred
and eighty thousand, seven hundred and sixty-four (6,980,764) common registered
shares without a par value".
QUORUM FOR DELIBERATIONS: The resolutions were adopted by unanimous vote of
those present to the Meeting.
CLOSING: As there were no other matters to be discussed and nobody else wished
to speak, the minutes thereof were drawn up and signed and the Meeting was
closed. Sao Paulo, April 30, 1994.
(sgd) Matias Machline (sgd) Robert Civita
(sgd) Edgard de Silvio Faria
(sgd) Angelo Silvio Rossi
(sgd) Maricla lnes Romana Rossi
It compares with the original
(sgd) Robert Civita, President
Lawyer:
(sgd) Silvia Cristina L. Bernardes
BBA/SP No. 74,256
Follows a stamp of the Commercial Registry of the State of Sao Paulo (JUCESP),
reading as follows: "I certify registration under No. 75,483/94-4, (sgd) Jose
Edgard L. Gomes, Secretary General".
IN WITNESS WHEREOF, I have set hereunto my hand and seal.
(sgd) Roberto Joaqium de Oliveira
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TVA SISTEMA DE TELEVISAO S.A.
General Taxpayer Register 71.613.400/0001-10
Register with the Commercial Registry No. 35300136187
MINUTES OF THE ANNUAL SHAREHOLDERS' MEETING
Held on April 30, 1996
PLACE AND TIME: At the Company's registered office at Rua do Rocio 313, 5th
floor, Sao Paulo, SP, at 09:00 AM.
ATTENDANCE: Shareholders representing the whole company capital. Also present
the Company officers.
BOARD: President: Robert Civita; Secretary: Jose Augusto P. Moreira.
LEGAL PUBLICATIONS: a) Management Report and Financial Statements published in
the Official Gazette of the State of Sao Paulo, on 03/23/96, on pages 29 and 30,
and in the newspaper "O Estado de Sao Paulo", on 03/22/96, on pages L11 and L12;
b) Call Notice, waived under the provisions of article 124, paragraph 4, of Law
6404/76; c) publications referred to under article 133 of the mentioned law,
waived under the terms of paragraph 5 of the mentioned legal provision.
RESOLUTIONS: Approved, those legally barred having refrained from voting:
1) the Management Report and the Financial Statements for the fiscal year ended
on 12/31/95;
2) the non-distribution of dividends for the fiscal year 1995, as the Company
had no profits in the year, pursuant to the documents herein approved;
3) the monetary adjustment of the paid-in capital, in the amount of four
million, three hundred and seventy-seven thousand, eight hundred and
seventy-nine reais and seventy one centavos (R$4,377,879.71);
4) the capitalization of part of the balance of the account "Reserve for Capital
Monetary Adjustment", in the amount of four million, three hundred and
seventy-eight million and eighty-four reais (R$4,378,084.00), without the
issuance of new shares, thus increasing the Company capital, from nineteen
million, four hundred and ninety thousand reais (R$19,490,000.00) to
twenty-three million, eight hundred and sixty-eight thousand, and eighty-four
reais (R$23,868,084.00), with the consequent amendment to article 5 of the
Bylaws, which shall hereinafter read as follows: "Article 5 - The Company
capital is twenty-three million, eight hundred and sixty-eight thousand and
eighty-four reais (R$23,868,084.00), divided into six
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million, nine hundred and eighty thousand, seven hundred and sixty-four
(6,980,764) common registered shares without a par value".
5) the fixation of the Board of Directors' compensation for the current year in
up to the maximum limit of deductibility permitted by the income tax
legislation, as subject to the aggregate limit and considered the individual
limited multiplied by the number of Directors who effectively shall receive a
compensation, except as to those positions for which the waiving of compensation
shall be resolved at a meeting of the Board of Directors;
6) Waived the installation of the Audit Committee for the present fiscal year.
QUORUM FOR RESOLUTIONS: The resolutions were approved by unanimous vote of those
present to the meeting.
CLOSING: As there were no more matters to be discussed and nobody else wished to
speak, the minutes of the meeting were drawn up, approved and signed, the
meeting having been closed. Sao Paulo, April 29, 1996. (sgd) TEVECAP S.A. (as
represented by its Directors, Jose Augusto P. Moreira and Claudio Cesar
D'Emilio) and the Estate of Matias Machline (executor, Carlos Alberto Machline).
It compares with the original.
(sgd) Jose Augusto P. Moreira, Secretary
Lawyer:
(sgd) Silvia Cristina L. Bernardes.
BBA/SP No. 74,256
Follows a stamp of the Commercial Registry of the State of Sao Paulo (JUCESP),
reading as follows: "I certify registration under No. 78,265/96-4. (sgd) Antonio
Carlos Guido, Secretary General".
IN WITNESS WHEREOF, I have set hereunto my hand and seal.
(sgd) Roberto Joaqium de Oliveira
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