Sorority Initiation #213

SECTION SEVEN .- SPECIAL FORMS CORPORATION PART II .- .-

Article 249 º .- Definition
corporation is open when you meet one or more of the following conditions:
1. Has made IPO shares or convertible bonds;
2. Has more than seven hundred fifty shareholders;
3. More than thirty-five percent of its capital belongs to one hundred and seventy-five or more shareholders, regardless of this issue within those individual shareholders whose shareholding does not reach two per thousand of the capital or exceed five percent of the capital;
4. It constitutes as such, or,
5. All voting shareholders unanimously approved the adjustment to the scheme.

Article 250 º .- Title
The name must include the words "Open Company" or the abbreviation "SAA".

Article 251 º .- Regime
The stock corporation is governed by the rules of this Section and as a supplement by the rules of the corporation, as may be applicable.

Article 252 .- Registration No.
The public company must register all its shares in the Public Registry of Securities.
not compulsory registration of the class or classes of shares that are subject to provisions that restrict the free transfer, restrict the negotiation or granting preferential right to purchase the same arising from resolutions adopted prior to the verification of the assumptions under subparagraphs 1), 2) and 3) of Article 249 or fully subscribed, directly or indirectly, by the State.
The exception application for registration is in force pending the said provisions and if she determines that the public company can not enter other classes of shares in the Public Registry of Securities.

Article 253 º .- Control CONASEV
The National Supervisory Commission for Companies and Securities is responsible for supervising and controlling the public company, being empowered to regulate the provisions relating to the companies contained in this Section, with oversight and control is in charge. In this regard and in addition to the powers specifically listed in this section, enjoys the following:

1. Require adjustment to public company, if applicable;
2. Require the adaptation of another public company as a corporation if applicable;
3. Require the presentation of financial information and, at the request of shareholders representing at least five percent of the subscribed capital, other information related to societal progress that is article 261 °, and
4. Convene a general meeting or special meeting if the company fails to do so in the opportunities provided by law or statute.
5. Determine violations of the provisions of this Section, as well as the rules adopted CONASEV, according to the provisions of this Article which are punishable conduct and impose appropriate sanctions. "


Article 254 º .- Provisions invalid are invalid
stipulations incorporation or the status of public company containing:
1. Limitations on the free transferability of shares;
2. Any form of restriction on the trading of the shares, or
3. A right of preference shareholders or company to acquire shares if they transfer.
The open corporation does not recognize the agreements of shareholders containing limitations, restrictions or preferences referred to above, even when notify and register with the society.
The provisions of this article does not apply to classes of shares not registered in accordance with the provisions of Article 252 º.

Article 255 º .- request call by the shareholders
In the public company the number of shares required according to Article 117 to request the convening of general meeting is five percent of the shares subscribed with the right to vote.
When the application is refused or beyond the period indicated in that article made the call without the will the National Supervisory Commission for Companies and Securities.
The provisions of this article applies to orders to convene special meetings.

Article 256 º .- attendance law
joint stock corporation in the anticipation that the shares must be registered for purposes of Article 121 º is ten days.

Article 257 º .-
Quorum and majority in the corporation open to the general meeting to be validly adopted relating to matters referred to in article 126 is required at least the audience, at first call, from fifty percent of the subscribed shares with voting rights.
just the second call the attendance of at least twenty five percent of the subscribed shares with voting rights.
If this quorum is not reached on second call, the general meeting takes place in third call, being enough the existence of any number of subscribed shares with voting rights. Unless
as provided in the following article published in a notice only two or more calls, the second call a general meeting must be held within thirty days of the first and the third call within that same period of the second.
Resolutions are adopted in any case, by an absolute majority subscribed shares with voting rights represented at the meeting.
The statute can not require higher quorum or majority.
The provisions of this section also applies, where appropriate, special meetings of the listed corporation.

Article 258 º. - Publication of call
Anticipating the publication of the notice convening a general meeting of the open corporation is twenty-five days.
A single notice may be stated more than one call. In this case between the two call should not mean less than three nor more than ten days.

Article 259 º .- Capital increase without preferential right
The capital increase due to new contributions to the public corporation may provide that shareholders do not have a preferential right to subscribe for shares to be created provided that the following requirements:
1. The agreement has been adopted in the manner and with a quorum as appropriate in accordance with the provisions of Article 257 º and also has the vote of not less than forty per cent of the subscribed shares with voting rights and,
2. That increase is not intended directly or indirectly, to improve the shareholding of any shareholder.
exception, the agreement may be adopted with a number of votes less than that indicated in paragraph 1. above, provided that the shares to be created will be offered to the public.

Article 260 º .- annual external audit
The public company has annual audit by external auditors who are selected and registered business in the Single Register of Audit Companies. Ar

Article 261 .- Right of information outside of Board
The stock corporation must provide the information requested by outside board, shareholders representing not less than five percent of the capital stock, provided that it is not Fact or reserved cases where disclosure could cause harm to society.
In case of dispute over the confidential or sensitive information meets the National Supervisory Commission for Companies and Securities.

Article 262 .- Right separation
When a public company agrees to exclude the Public Registry of Securities Market shares or debt that is inscribed in the register and that determines who loses his capacity as such and must be adapted to another corporate form, shareholders who did not vote for the agreement, have the right to withdraw in accordance with the provisions of Article 200 º. The right of separation must be exercised within ten days from the date of registration of adaptation in the registry.

Article 262 °-A .- Procedure for the protection of minority shareholders

In order to effectively protect the rights of minority shareholders, the Company must publish in a period not exceeding sixty (60) DAYS OF Mandatory Annual Board referred to in Article 114 °:

1. The total number of unclaimed shares and their total value, according to the prevailing market price of securities. In the absence of current trading, must be entered nominal value of shares;

2. The total amount of uncollected dividends payable under the agreement and declaration of dividends;

3. The place where the lists with detailed information and the location and hours of care for minority shareholders to claim their shares and / or cash dividends;

4. The list of shareholders who have not claimed their actions and / or dividends, and

5. The amount of distribution expenses incurred as a result of procedural protection.

This publication will be made in the Official Journal and on the website of the Company. At the discretion of the Company, in addition, may other mass media.

For those companies are in liquidation, insolvency or with negative equity, the obligation referred to in the first paragraph of this Article, shall be satisfied with the mere publication of a notice indicating the place where it is the prior information required and hours.

Article 262 °-B .- Application for delivery of certificates representing shares and / or dividends

Those interested should visit the premises of the Company designated for that purpose, to request delivery of their actions and / or dividends. To this end, shall The following documents depending on whether natural or legal persons:


a) Identity card, attaching a copy of it;

b) The powers that prove the representation of the owner, if applicable;

c) Documents which shows the status as heir or legatee, if any;

d) Documents evidencing ownership of shares, as appropriate.

With the introduction of the documents any, specified in this Article, the Company shall deliver the shares and / or dividends within thirty (30) days. Expiry of that period without a statement of the Company means rejection of the application being expedited administrative procedure of dispute settlement referred to in Article 262 °-F.

Article 262 °-C .- Monitoring CONASEV

The Company, within sixty (60) days following the publication has referred to Article 262 °-A, send the following CONASEV :

a) A copy of the publication provided for in Article 262 °-A, both in the Official Journal and on the website of the Company;

b) A list of those shareholders who have proceeded to claim their certificates representing shares and / or cash dividends;

c) A list of shareholders who have not claimed their title to shares and / or dividends.

Article 262 °, D .- The analysis and certification

CONASEV analyze the received documentation referred to Article 262 °-C and if it complies with the relevant certificate issued stating that the Company complied with the procedure protection of minority shareholders.

Article 262 °-E .- Expenses

broadcast media costs resulting from the process of protecting minority shareholders shall be borne by the Company, which may deducted proportionally from uncashed dividends that would have given rise to the commencement of the procedure.

The deduction shall be made no later than fifteen (15) days of completion of the publication, otherwise it shall be presumed, without evidence to the contrary, that the costs of dissemination have been undertaken by the Company.

Article 262 °-F .- Settlement of disputes and complaints procedure

An applicant who is denied any delivery of shares and / or dividends, expressly or notional, can claim this fact to the CONASEV.

The complaint was filed with the Company, in a within fifteen (15) working days from notification of the refusal of the Company or constructive denial. It must be raised to the CONASEV, with the documents necessary to resolve that held by the Company, within three (3) business days. CONASEV must resolve the claim within ninety (90) days after receipt of the documents that may be submitted by the Company, without further ado that the analysis of them. Within this period, CONASEV may request any additional document the person concerned and the Company.

Article 262 °-G .- Effects of resolution
CONASEV
Notified CONASEV resolution, it may be subject to action under administrative law, within fifteen (15) days. In the event of being declared admissible the complaint, the resolution will not stay.

Once the period referred to in the preceding paragraph, without being contested administrative decision CONASEV, it becomes final.

If so, the shareholder in person at the Company with a copy of that resolution, so that it examines the delivery of the shares and / or dividends, within a period not exceeding fifteen (15 ) days of the filing.

article 262 °-H .- penalties and provisions of the CONASEV

If the Company fails to fulfill any obligation of protection of minority shareholders for in this Law or provisions issued by the CONASEV, it shall, with criteria of reasonableness and proportionality, the administrative sanctions of reprimand and a fine of not less than one (1) nor more than twenty-five (25) Tax Units.

CONASEV approved by board resolution, the rules concerning penalties for violations of this Act or provisions for the protection of minority shareholder rights.

Article 262 °-I .- Duty of trustees to make publications to protect minority shareholders

The trustees of the trust estate made under the provisions of Subchapter II of Title III, Section II, of Law No. 26702, the Financial System Act, the Insurance System and the Organic Law of the Superintendency of Banking and Insurance, which are intended to perform all necessary actions to protect shareholders' rights and promote the delivery of the shares and / or dividends owners are required to publish under this heritage, the ratio of shareholders who have not claimed their actions and / or those who have not paid their dividends or those whose actions have been found in a position of redemption.

publication should be done annually during the second quarter of each year in the Official Journal and on the website of the media, every thirty (30) days for three (3) consecutive months.

After thirty (30) days after the last publication, the Trustees shall proceed to publish and maintain on its website for a period of sixty (60) calendar days, the list of shareholders who have not claimed their actions and or collected their dividends.

Article 262 °-J .- Publication except

The obligation referred to in Article 262 °-A, shall be satisfied with the publication of a notice indicating where information is required on it and opening hours, provided that the cost of publication should not exceed 50% of total shares and / or dividends to be delivered.

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CORPORATION OPEN SECTION SEVEN .- SPECIAL FORMS .- PART I. CORPORATION - CORPORATION

Article 234 º .- Requirements
The corporation may be subject to the regime of close corporation when it has no more than twenty shareholders and has no shares listed on the Public Registry of Securities. You can not apply for registration in the register of shares in a private company.

Article 235 .- Name
The name must include the words "Closed Stock Company" or the initials SAC

Article 236 º .- System
The closed corporation is governed by the rules of this Section and as a supplement to the rules of the corporation, as soon applicable.

Article 237 .- Right of first refusal
A shareholder who intends to transfer all or part of its shares to another shareholder or third party must notify the company by letter addressed to the general manager, who shall inform the other shareholders within ten days, so that within thirty days to exercise the right of first refusal in proportion to their equity. The communication
shareholder should state the name of the prospective buyer and, if legal person, its main partners or shareholders, the number and class of shares you want transfer, the price and other terms of the transfer.
The price of the shares, the payment and other conditions of operation will be those who were reported to the company by shareholders interested in transferring. If the stock transfer was for consideration other than the sale, or free of charge, the purchase price will be set by agreement between the parties or by the recovery mechanism established by the statute. In his absence, the amount due is fixed by the judge by the summary process.
A shareholder may transfer to non-shareholder actions under the conditions reported to the company when they are within sixty days after it made known its intention to transfer, without the company and / or other shareholders have indicated their willingness to purchase.
The statute may establish other covenants, terms and conditions for the transfer of shares and their valuation, including abolishing the preemptive rights to acquire shares.

Article 238 º .- society Consent
The bylaws may provide that any transfer of shares or shares of a class is subject to prior consent of society, who expressed a general meeting by resolution adopted at least absolute majority of the shares subscribed voting.
Society must give written notice to shareholders its refusal to transfer.
The refusal of consent to transfer is determined that the company is bound to acquire the shares at the price and terms offered.
In any case of transfer of shares and where shareholders do not exercise their right of first refusal, the company may acquire shares by resolution adopted by a majority of not less than half the subscribed capital.

Article 239 º .- Acquisition Preferred foreclosure if
Where appropriate the forced alienation of the shares of a private company should be notified society prior to the respective court decision or disposition application.
Within ten business days of completion of a forced sale, the society has a right of subrogation to the winner of the shares, for the same price you paid for them.

Article 240 º .- Transfer of shares by succession
The acquisition of shares by hereditary succession gives the heir or legatee of membership. However, the articles of incorporation or the statute may provide that the other shareholders have the right to acquire, within one or the other determine the deceased shareholder's shares by value to date of death. If there are several stakeholders who wanted to acquire these shares will be distributed to all proportion to its share capital.
In case of any discrepancy in the share value will be used to three experts appointed by each party and a third by the other two. If there is no price set by the experts, the share value is set by the court by summary process.

Article 241 º .- Ineffective
transfer is ineffective against the company's transfer of shares is not subject to the provisions of this title.

Article 242 º .- annual external audit
pact social status or the approval of general meeting taken by fifty percent of the subscribed shares entitled to vote may have held corporation that has annual external audit.

Article 243 .- Representation at general meetings
A shareholder may only be represented at meetings of general meeting by another shareholder, your spouse or ascendant or descendant in first grade. The statute may extend representation to other people.

Article 244 .- Right separation
Without prejudice to any other cases of separation under the Act, is entitled to withdraw from the company closed corporation partner that has not voted for the amendment of rules relating to limitations on the transferability of the shares or the right of first refusal.

Article 245 .- Call to Shareholders
The shareholders' meeting is convened by the board or general manager, as appropriate, with the anticipation that prescribed by Article 116 of this law by obituaries under reception, fax, email or other means of communication to obtain acknowledgment of receipt, addressed to the domicile or the address designated by the shareholder for this purpose.

article 246 º .- Non- Boards
The social will be set by any means whether written, electronic or otherwise, to enable communication and ensure its authenticity.
be compulsory session the Shareholders when seeking its realization shareholders representing twenty percent of the subscribed shares with voting rights.

Article 247 º .- optional Directory
In the articles of incorporation or in the company statute may provide that the company has no directory.
When determining the existence of the directory is not all functions under this Act to that body corporate shall be exercised by general manager.

Article 248 º .- Exclusion of shareholders
The articles of incorporation or the status of the closed corporation can establish grounds for exclusion of shareholders. For the exclusion agreement is necessary for the general meeting adopted with a quorum and the majority established by the statute. In the absence of statutory provision governing the provisions of articles 126 º and 127 º of the law.
The exclusion agreement may be contested under the rules for challenging arrangements of general meetings of shareholders.

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CLOSED SECTION SIX .- FINANCIAL STATEMENTS AND APPLICATION UTILITIES

Article 221 º .- Memory and financial information
After the exercise, the board must make the report, financial statements and the proposed application of the profits, if any. These documents must be clearly and accurately, the economic and financial situation of the society, the state of its business and results of the financial year.
Financial statements should be made available to shareholders early enough to be subjected according to law, for consideration by the annual mandatory meeting.

Article 222 .- The
memory directory in memory realizes the general meeting of the progress and status of the business, projects developed and major events during the year and the situation society and the results obtained.
The report must contain at least:
1. The indication of significant investments made during the year;
2. The existence of contingencies;
3. The most significant events occurred after year-end;
4. Any other relevant information should be aware of the general meeting; and
5. Other reports and requirements stipulated by law.

Article 223 º .- Preparation and Presentation of Financial Statements
financial statements are prepared and presented in accordance with the laws on the subject and with accounting principles generally accepted in the country.

Article 224 .- Right of information for shareholders
From the day following the publication of the notice of general meeting, any shareholder may obtain in the offices of the society, free of charge, copies of the documents referred to in previous articles.

Article 225 º .- Effects of the adoption by the general meeting
The adoption by the general meeting of the documents mentioned in previous articles no matter the discharge of any liability that could be incurred by directors or managers of the company.

Article 226 º .- External Audit
The articles of incorporation, the bylaws or the general board arrangement, adopted by ten percent of the subscribed shares with voting rights, may provide that the corporation has an annual external audit.
Companies pursuant to law or as described in the preceding paragraph are subject to annual external audit, appoint their external auditors annually.
The audit report will be presented to the general meeting together with the financial statements.

Article 227 º .- Special audits
In societies that do not have permanent external audit, financial statements are audited by external auditors on behalf of society, if so requested by shareholders representing not less than ten percent of the total subscribed shares with voting rights. The request is submitted before or during the meeting or at the latest within thirty days after it. This right can be exercised by shareholders also hold shares without voting rights, complying with the requirements specified term This article, by written notice to the society.
Under the same conditions were carried out reviews and investigations on specific aspects of management or the company accounts indicate the applicants and with regard to matters relating to the latest financial statements. This right can be exercised, even in societies that have permanent external audit and also by the holders of the shares without voting rights. The expenses resulting from these reviews are borne by the applicants, unless they represent over a third of the capital stock of society, in which case the costs shall be borne by the latter.

Article 228 º .- Amortization and revaluation of assets
Property, furniture, fixtures and other property of the assets of the company are recorded at their acquisition value or inflation-adjusted cost where applicable in accordance with accounting principles generally accepted in the country. Are amortized or depreciated annually in proportion to the time of life and suffering diminished value for its use or enjoyment.
Such goods may be subject to revaluation, after verification expert.

Article 229 º .- Legal reserve
A minimum of ten percent of the distributable income of each exercise, less the income tax should be allocated to a legal reserve until it reaches an amount equal to one fifth of the capital. The excess of this limit has no legal reserve status.
losses for the year are offset by profits or free reserves.
Without these are offset by the legal reserve. In the latter case, the legal reserve must be replenished.
Society can capitalize on the legal reserve, being forced to replace it.
The replacement of the legal reserve is earmarked profits from future periods in the manner prescribed in this article.

Article 230 º .- Dividends
For the distribution of dividends will observe the following rules:
1. Dividends may be paid only on account of profits made or unrestricted reserves, provided the equity capital of not less than paid;
2. All shares of the company, even if they are not fully paid, are equally entitled to the dividend, regardless of the time that have been issued or paid, unless otherwise provided by statute or agreement of the general meeting;
3. Valid distribution of interim dividends, except for those companies for which there is express statutory prohibition;
4. If the board agrees on a general dividend without the favorable opinion of the board, joint liability for payment rests solely with the shareholders who voted in favor of the agreement, and,
5. The delegation is valid in the directory of the power to approve the distribution of dividends.

Article 231 º .-
mandatory dividend is mandatory cash dividend for an amount equal to half of the distributable income for each year, then deducted the amount to be applied to the legal reserve, if requested by shareholders representing at least twenty percent of the total subscribed shares with voting rights. This request only may refer to the profits of the previous fiscal year.
The right to request the said dividend can not be exercised by the holders of shares that are subject to special rules on dividends.

Article 232 º .- Cancellation of dividends collection
The right to collect the dividend, shall expire three years from the date your payment was due under the agreement for a declaration of the dividend.
Only in the case of listed corporations, the limitation period referred to in the preceding paragraph shall be ten years.
Dividends whose collection has expired increase the legal reserve.

Article 233 º .-
capital premiums premiums capital can only be deployed when the legal reserve has reached its ceiling. Be capitalized at any time.
If completed the ceiling of the legal reserve of capital premiums may distribute the balance of these.

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Corporations Act .- Section Four: Executive Bodies: Title III Reduction

PART III REDUCTION OF CAPITAL

Article 215 º .- Organo competente y formalidades
La reducción del capital se acuerda por junta general, cumpliendo los requisitos establecidos para la modificación del estatuto, consta en escritura pública y se inscribe en el Registro.

Artículo 216º.- Modalidades
La reducción del capital determina la amortización de acciones emitidas o la disminución del valor nominal de ellas.
Se realiza mediante:
1. La entrega a sus titulares del valor nominal amortizado;
2. La entrega a sus titulares del importe correspondiente a su participación en el patrimonio neto de la sociedad;
3. La condonación de dividendos pasivos;
4. El reestablecimiento del equilibrio entre el capital social and equity decreased due to losses, or,
5. Otherwise specifically provided by agreeing to reduce capital.

Article 217 º .- Formalities
The capital reduction agreement must state the amount that reduces the capital, the way is done, the resources from which it is performed and the procedure that is performed .
The reduction must affect all shareholders in proportion to their equity without changing its shareholding percentage or by lot to be applied equally to all shareholders. When you remember a different involvement, it should be decided by unanimous vote of the shares subscribed voting.
The plea agreement must be published three times at intervals of five days.

Article 218 º .- Deadline for implementation
The reduction may be implemented immediately when intended to restore the balance between capital and net worth, or any other amount no refund of contributions or exemption of debts to shareholders.
When the capital reduction amount of contribution refund or exemption of capital calls or any other amount due by reason of the contributions, she can only take place after thirty days after the last publication of the notice referred to in article above.
If it makes the return or cancellation mentioned in the preceding paragraph before the expiry of that period, such delivery will not be binding on the creditor and the directors shall be jointly liable with the company to the creditor who exercises the right of opposition referred to the following article.

Article 219 .- Right Opposition
The creditor of the company, even if your credit is subject to a condition or term, is entitled to oppose the implementation of capital reduction agreement if your credit is not properly secured.
The right of opposition expires within thirty days from the date of the last publication of the notices referred to in Article 217 º. Applies the opposition made jointly by two or more creditors, if raised separately should be accumulated before the judge who heard the first opposition.
The opposition is handled by summary process, execution suspended until the company agreed to pay the loans or guarantees to the satisfaction of the judge, who proceeds to order the appropriate precautionary measure. Similarly, the reduction of capital may be implemented as soon as you notify the creditor that an entity subject to supervision by the Superintendency of Banking and Insurance, has been caring for bail society for the amount of credit, interest, commissions and other components of the debt and the time as is necessary to expire the claim to require compliance.

Article 220 º .- Reduction
losses mandatory capital reduction will be mandatory when losses have reduced the capital in more than fifty percent and elapsed exercise without having been passed, except when you count legal reserves or freely available, new contributions are made or shareholders take the loss in value to offset the expense.

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Capital Corporations Act .- Section Four: Executive Bodies: Part II

PART II INCREASE OF CAPITAL

Article 201 .- Competent and formalities

The capital increase is agreed by general meeting to meet the requirements for amending the statute, a public deed and entered in the registry.

Article 202 º .- Methods
The capital increase may originate from:
1. New contributions;
2. The capitalization of claims against the company, including conversion of bonds into shares;
3. The capitalization of earnings, reserves, profits, capital premiums, revaluation surplus and,
4. Other cases provided by law.

Article 203 º .- Effects

The capital increase determines the creation of new shares or increase the nominal value of existing ones.

Article 204 º .- Prerequisite
To increase capital for new contributions or by the capitalization of debts owed to society is a prerequisite that all of the shares subscribed, regardless of the class to which they belong, are fully paid . Will not apply this requirement where dividends liabilities by shareholders against those who are delinquent in the process of society and in other cases provided by this law.

Article 205 .- Modification automatic capital and nominal value of shares
exception, when mandated by law to amend the amount of capital, this and the value of the shares shall be amended as of right with the approval by the general meeting of the financial statements that reflect such a change in the share capital without changing the share of each shareholder. The general meeting may decide that instead of changing the nominal value of shares issued or cancel shares in proportion to the amount that represents the modification of the share capital. For the registration of the amendment just a certified copy of the record.

Article 206 .- Delegation to increase capital
The general meeting may delegate to the board the power to:
1. Indicate the time that must be made a capital increase decided by the general meeting. The agreement must establish the terms and conditions of the increase can be determined by the board, and
2. Agree on one or more capital increases up to a certain amount through new contributions or capitalization of claims against the company, within a maximum period of five years, opportunities, amounts, conditions, according to the procedure that the board decides, without consulting the general meeting. The authorization may not exceed the amount of paid capital in force at the time that the delegation has been agreed.
The delegation regarding this article may not be in any way in the balance while the board did not agree to the capital increase and progress made.

Article 207 .- Right of first refusal
The capital increase by new contributions, shareholders have preferential rights to subscribe, in proportion to its shareholding, the shares that are created. This right is transferable in the manner prescribed in this law.
can not exercise this right by shareholders who are in arrears in the payment of capital calls, and their actions are not taken into consideration for establishing the pro rata share of the preemptive rights.
There is no right of first refusal in the capital increase by conversion of bonds into shares, in cases of articles 103 º and 259 º or in cases of corporate reorganization set out in this law.

Article 208 º .- Exercise of the right of preference
The preemptive right is exercised by at least two wheels. In the first, the shareholder is entitled to subscribe for new shares in proportion to their holdings to the date specified in the agreement. If you are unsubscribed shares, which have intervened in the first round can subscribe in second round, the remaining shares in proportion to its shareholding, considering the actions that it had signed in the first round.
The general meeting or, where appropriate, the board, establish the procedure to be followed in the case remaining unsubscribed shares after completion of the second round. Except
unanimously agreed by all the shareholders of the company, the period for exercising the right of preference, in the first round, no less than ten days, counted from the date of the notice to be published for the purpose or a later date is appropriated for that purpose in such notice. The deadline for the second round, and the following if any, established by the general meeting can not under any circumstances, each wheel being less than three days.
The company is required to provide subscribers in a timely manner the information on each wheel.

Article 209 º .- emption Certificate
The right of first refusal is incorporated into a title called emption certificate or by book entry, both freely transferable, in whole or in part, that gives its owner the right of first subscription of new shares on the opportunities, the amount, conditions and procedure established by the general meeting or, where appropriate, by the board.
Nothing in the preceding paragraph shall not apply where by resolution adopted by all the shareholders of the company, by the statutes or by agreement between shareholders duly registered with the society, to restrict the free transfer of the right of first refusal.
The certificate of first refusal, or if the book entries, must be available to their owners within fifteen working days from the date of adoption of the resolution to increase capital. The notice referred to in the preceding article shall indicate the date they are made available shareholders. Necessarily
The certificate contains the following information:
1. The name of the company, data relating to Registration and the amount of your capital;
2. The date of the general meeting of the board or, where appropriate, agreed by the capital increase and the amount thereof;
3. The name of the owner;
4. The number of shares conferring the right of first refusal and the number of shares entitling to subscribe in first round;
5. The deadline for exercising the right, day and start time and expiration date, and where and how you can exercise;
6. The way that can be transferred certificate;
7. The issue date and,
8. The signature of company representative authorized for that purpose. (*)

The accounting entries have information which indicates, in the manner prescribed by special legislation on the subject.
mechanisms and formalities for the transfer of preferred subscription certificates will be established in the agreement providing for their issuance.
Holders of preferred subscription certificates that participated in the first round are entitled to do so in the second and subsequent, if any, considered in each of them the amount of shares they have subscribed in the exercise of subscription rights preferred that they have acquired and which correspond to the holding of the shareholder who transferred them to the right.

Article 210 º .- Proof of subscription
The subscription of shares recorded in a receipt in duplicate, with the content and in the manner specified in Article 59 º.

Article 211 º .- Advertising
The general meeting or, where appropriate, the directory provides opportunities, amount, conditions and procedure for the gain, everything to be published by notice. The notice is not required if the increase has been agreed at a general meeting universal and the company has no issued shares subscribed without voting rights.

Article 212 º .- Bid third
When new shares are subject to a third party offer, the company prepares and makes available to interested parties the capital increase program.
The program contains the following:
1. The name, purpose, address and capital of the company, as well as data relating to Registration;
2. The nominal value of shares, classes of these, if any, with reference to their respective preferences;
3. How to exercise the preferential subscription rights corresponding to the shareholders, except where the provisions implementing Article 259 °, in which case they will express reference to this;
4. The financial statements of the last two fiscal years with the report of independent auditors, unless the society had been formed within this period;
5. Total amount of bonds issued by the company, identifying those that can be converted into shares, and the terms of each issue;
6. The amount of the capital increase, the class of shares to be issued, and in case of preferred stock, the differences attributed to them, and
7. Other questions or information that society considers important.
When supply to third parties have the legal status of public offer is applicable legislation special regulating the matter and, therefore, not apply the provisions above.

Article 213 .- Increase in non-cash capital contributions
The capital increase through non-cash contributions are applicable to the general provisions for this type of contribution, as relevant, in capital increases by cash contributions.
The capital increase agreement with non-cash contributions must recognize the right to make cash contributions amounting to enable all shareholders to exercise their right of first refusal to maintain the share they have in the capital. When the agreement provides
receive non-cash contributions should indicate the name of the contributor and the valuation report referred to in Article 27 º.

Article 214 º .- Capital increase by capitalization of credits
When the capital increase is effected by capitalization of claims against the company should have a board report that supports the convenience of receiving such contributions. It applies to this case as provided in the second paragraph of the preceding article.
When the capital increase is effected by conversion of bonds into shares and it has been applied under the terms of the issue. If the conversion has not been planned capital increase at terms and conditions agreed with the bondholders.

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Increased Capital Corporations Act .- Section Four: Bodies of the Company Law

TITLE ONE GENERAL SHAREHOLDERS

Article 111 º .- Concept
The general meeting of shareholders is the supreme organ of society. Shareholders duly constituted general meeting convened, with the corresponding quorum, decided by the majority laid down the law all matters within its competence. All shareholders, including dissidents and those who did not participate in the meeting, are subject to the resolutions adopted by the general meeting.

Article 112 º .- Venue
Board The general meeting is held in place of registered office, unless the statute provides for the possibility of practicing in different place.

Article 113 .- The Board Call
The directory or if the directors of the company convened a general meeting as mandated by law, the statute, agreed upon by the board deemed necessary by the social interest requested by shareholders representing at least Twenty percent of the subscribed shares with voting rights.

Article 114 º .- Mandatory Annual Meeting
The board usually meets mandatory at least once a year within three months following the end of such period. It aims

:
1. Management decision on the social and economic results of the previous year expressed in the previous year's financial statements.

2. Decide on the allocation of profits, if any;

3. Choose as appropriate to board members and set their remuneration;

4. Appoint or delegate the appointment directory external auditors, as appropriate, and

5. Rule on other matters that are themselves under the statute and any other recorded in the call.

Article 115 º .- Other Powers of the Board
Compete also to the general meeting:

1. Remove board members and appoint their replacements;

2. Amend the statute;

3. Increase or decrease social capital;

4. Issuing bonds;

5. Agree on the disposition, in one act, assets whose book value exceeds fifty percent of the capital of the company;

6. Investigations have and special audits;

7. Agree transformation, merger, reorganization and dissolution of the society and decide on its liquidation, and,

8. Resolved in cases where the statute law or have his address and any other requiring the public interest.

Article 116 º .- Requirements of the call
The notice convening the annual general meeting mandatory and other meetings under the statute should be issued with a notice not less than ten days of the date set for the meeting. In other cases, except those in which the law or statute setting deadlines older, anticipation of the publication to be not less than three days.

The convening notice specifying the place, date and time of holding the general meeting and the matters to be discussed. You can also specify the notice the place, date and time, if appropriate, will convene a general meeting on second call. This second meeting must be held no less than three nor more than ten days after the first.

The general meeting can not discuss matters other than those specified in the notice of convocation, except as permitted by law

Article 117 .- Calling upon the request of shareholders
When one or more shareholders representing not less than twenty percent of the subscribed shares with voting rights notarized request the convening of the general meeting, the board must publish notice of call within fifteen days of receipt of the respective application, which must Cases indicate that applicants intend to treat.

The general meeting must be held within a period of fifteen days from the date of publication of the notice.

If the request referred to in the previous paragraph is denied or more than fifteen days be presented without convocation, or shareholders, certifying that meet the required percentage of shares may request the judge of the headquarters of the company to order the call by the non-adversarial process.

If the judge constituting the application, directs the call, said place, date and time of the meeting, its purpose, who will preside and the notary attesting to the agreements.

Article 118 .- Second Round
If duly convened general meeting is not held on first call and had not been provided in the notice the date for a second call, this should be announced with the same disclosure requirements that first, and with the indication that this is the second call, within ten days from the date no board meeting and at least three days before the date of the second meeting.

Article 119 º .- judicial Call
If the annual mandatory meeting or any other ordered by the statute is not convened within the period and their purposes, or in them is not appropriate matters, shall be convened at the request the holder of one share subscribed voting on the judge's head office is in the process is not contentious.

The judicial notice must meet the requirements of Article 116.

Article 120 º .- Universal Board
Without prejudice to the provisions of Articles preceding the general meeting is convened and quorate means to discuss any matter and make such arrangements, provided they are present shareholders representing all of the subscribed shares and voting unanimously to accept the conclusion of the meeting and the issues it intends to treat.

Article 121 º .- attendance law
general meeting may attend general meetings and exercise their rights of holders of shares with voting rights registered in their name included in the registration of shares, not earlier less than two days at the conclusion of the general meeting.

Directors and general manager other than shareholders may attend the general meeting without voting.

The statute, the General Meeting or the directory can provide assistance with voice but no vote, officials, professionals and technicians in the service of society or others with an interest in the efficient running of social affairs.

Article 122 .- Representation on the General Board
All shareholders entitled to participate in general meetings may be represented by another person. The statute may limit this power, reserving the representation to another shareholder or a director or manager.

The representation should contain writing and specifically for each general meeting, except in the case of powers granted by deed.

authorities must be registered with the society with an anticipation not less than twenty-four hours at the time fixed for holding the general meeting.

Representation before the general meeting is revocable. Represented the personal attendance of the general meeting will result in the revocation of the power conferred in the case of the special power and shall suspend, for that occasion, granted by deed. Nothing in this paragraph shall not apply in cases of irrevocable powers, express agreements or other cases permitted by law.

Article 123 .- List of participants
Before installation of the general meeting, we formulate the list of attendees expressing the nature or representation of each and the number of shares or beyond that attends, grouped by class if any.

At the end of the list determines the number of shares represented and their percentage of their total including the percentage of each of their classes, if any.

Article 124 .- General rules on quorum
The quorum is calculated and set at the beginning of the meeting. Checked the president declares a quorum installed.

In general meetings convened to address issues that, according to law or statute, require different occurrences, where a shareholder expressly stated so and a record made when the list of attendees, their actions will not be counted in the quorum required to process one or more of the matters referred to in article 126.

shares of shareholders who join the board after installation, are not counted in the quorum but for them can exercise the right to vote.

Article 125 .-
simple Quorum Except as provided in the following article, the general meeting is quorum on first call when it is represented, at least fifty percent of the subscribed shares with voting rights.

the second call, will be sufficient for any number of subscribed shares with voting rights.

If anything can be done by the Board, even though the shares represented at it from a single owner.

Article 126 º .- quorum
For the general meeting to be validly adopted relating to matters mentioned in paragraphs 2, 3, 4, 5 and 7 of Article 115 °, is necessary in the first call, at least, concurrence two-thirds of the subscribed shares with voting rights.

just the second call the attendance of at least three-fifths of the subscribed shares with voting rights.

Article 127 .- Adoption of resolutions
Resolutions are adopted by the affirmative vote of an absolute majority of the subscribed shares with voting rights represented at the Meeting. When it comes to the matters mentioned in the preceding article, it requires that the agreement is adopted by a number of shares representing at least the absolute majority of the subscribed shares with voting rights.

The bylaws may establish a quorum and majorities exceeding those specified in This article and articles 125 º and 126 º, but never lower.

Article 128 .- Agreements to comply with mandatory rules
When the adoption of agreements relating to the affairs of article 126 must be in compliance with mandatory legal provisions, not required quorum or qualified majority referred to in the preceding articles.

Article 129 .- President and Secretary of the Board
diverse Unless the statute, the general meeting is chaired by the chairman. The general manager of the company acts as secretary. In the absence or unavailable, play these functions those of the audience that the Board designates.

Article 130 .- The right to information of shareholders
From the date of publication of the notice, documents, motions and related projects with the aim of the general meeting must be available to shareholders at the offices of society or the venue of the general meeting, during office hours of the society.

Shareholders may request before the general meeting or during the course of the reports or clarifications as they deem necessary concerning the matters contained in the notice. The board is obliged to provide it, except in cases where it considers that the dissemination of the information requested harm the public interest. This exception does not apply when the application is filed by shareholders present at the meeting, representing at least twenty-five percent of the subscribed shares with voting rights.

Article 131 .- Postponement Board
At the request of shareholders representing at least twenty-five percent of the subscribed shares entitled to vote the general meeting shall be postponed for one time, not less than three nor more five days and without further notice, to deliberate and vote on matters that are not considered sufficiently informed. Anyone

that the number of meetings that eventually break a board, it is considered as one, and only Minutes.

In the cases referred to in this article is the requirement in the first paragraph of Article 124 º.

Article 132 º .- Special Meetings
When there are different classes of shares, the resolutions of the general meeting affecting private rights of either party must be approved in separate session for the special meeting of shareholders of the affected class.

The special meeting will be governed by the provisions of the general meeting, as they are applicable, including as to quorum and qualified majority when it comes to the cases provided for in article 126.

Article 133 º .- Suspension of voting rights
The right to vote can not be exercised by a person having their own account or third party interest in conflict with society.

In this case, the actions for which you can not exercise voting rights are taken into account for the quorum of the general meeting and incomputability to establish the majority vote.

The resolution passed without observing the provisions in the first paragraph of this article is to challenge under Article 139 º and the shareholders who voted despite the ban jointly and severally liable for damages when it had achieved the majority without his vote.


Article 134 º .- Proceedings. Formalities
The general meeting and the resolutions adopted by it on record that expresses a summary of what happened at the meeting. The proceedings are settled in a special book open to that effect, in sheets or in any other manner permitted by law. When appearing on books or documents, they must be authenticated according to law.

Article 135 .- content, approval and validity of the proceedings
The minutes of each meeting shall state the place, date and time it was made, an indication of whether takes place first, second or third call, the name of the shareholders present or those who represent them, the number and class of shares you hold, the name of those who served as president and secretary, an indication of the dates and the newspapers in which notices were issued the notice, the form and results of votes and resolutions adopted.

requirements listed above in the list of attendees can be ignored if it is part of the record. Any shareholder

concurrent or his representative and the persons entitled to attend the general meeting are entitled to request the record in the minutes of the meaning of their interventions and votes that have been issued.

The record, including a summary of the interventions referred to in the preceding paragraph shall be drafted by the secretary within five days after the conclusion of the general meeting.

When the minutes are approved at the same meeting, it must contain evidence of such approval and be signed, at least, by the president, secretary and shareholder designated for that purpose.

When the record is not approved at the same meeting, be appointed at least two shareholders, together with the president and the secretary's review and approval. The minutes should be approved and signed within ten days of celebration meeting and made available to shareholders attending or their representatives, who can record their observations or disagreements by notarized letter.

case of general meetings is mandatory universal membership of the minutes of all shareholders attending them, unless they have signed the attendance list and on it were inscribed the number of shares they hold and the various issues covered by the call . In this case, simply to be signed by the president, secretary and shareholder appointed and the list of attendees as an integral and inseparable part of the record.

Any shares represented at the general meeting is entitled to sign the minutes.

The record has legal force upon its approval.

Article 136 .- Act off the books or sheets.
exception, when for whatever reason can not settle the record in the manner prescribed in Article 134 º, it will spread and signed by all shareholders attending a special document, which is affixed or transcribe the book or loose sheets although these are not available, or in any other manner permitted by law. The special document will be delivered to the general manager who will be responsible for complying with the above requirements as soon as possible.

Article 137 .- Certified copy
Any shareholder, but did not attend the general meeting is entitled to obtain at his own expense, a certified copy of the record or the specific part to draw. The general manager of the company is obliged to extend, under his hand and accountability, within a period not exceeding five days from the date of receipt of the respective application.

Failure to comply, the applicant may appeal the judge's home by way of non-adversarial process that the society to display the respective record and the clerk of the court for issuing a certified copy for delivery to the applicant. Costs and expenses of process are borne by society.

Article 138 .- The presence of a notary
By agreement of the application directory or at least forty-eight hours before the holding of the general meeting by shareholders representing at least twenty percent of the subscribed shares with voting rights, The meeting will be held in the presence of a notary, who will certify the authenticity of the resolutions adopted by the board.

is for the general manager of the notary designation if the request is made by the shareholders they will bear the costs.

Article 139 .-
agreements can be challenged judicially challenged the decisions of the general meeting whose content is contrary to this law, is opposed to the statute or the articles of incorporation or injury, direct or indirect benefit of one or more shareholders, the interests of society. The agreements which engage in cause of nullity under the Act or the Civil Code will also be challenged within the time and manner prescribed by law.

challenge comes not when the agreement has been revoked or replaced by one adopted according to law, the articles of incorporation or by statute.

have sent Judge terminated the process and have the file from the file, whatever its status, if the company proves that the agreement has been revoked or replaced as prescribed in the preceding paragraph.

the cases mentioned in the preceding two paragraphs, not prejudice the rights acquired by bona fide third party.

Article 140 .- standing to challenge
The appeal provided for in the first paragraph of the preceding article may be brought by shareholders in general meeting had been on record opposing the deal, shareholders absent for those who have been unlawfully deprived of vote.

In cases of non-voting shares, the challenge can only be filed in respect of decisions affecting rights Special holders of such shares.

Article 141 .- shareholders adjuvant intervention in the process
Shareholders had voted for the agreement at issue can intervene at its own expense in the process to assist in the defense of its validity.

Article 142 º .- Expiration of appeal
The appeal referred to in Article 139 º expires two months from the date of adoption of the agreement if the shareholders attended the meeting, after three months if he did not attend; and in the case of agreements registered, within one month following enrollment.

Article 143 .- Process challenge. Competent judge
The challenge is handled by the abbreviated process. Which they are based on defects or lack of a quorum call is processed by summary process.

is competent to hear a challenge to the resolutions adopted by the general meeting the judge's seat of the company.

Article 144 .- Condition
objecting shareholder judicially contesting any agreement of the general meeting shall retain his status during the process, whose effect will be the respective entry in the share register.

The voluntary transfer, partial or total ownership of shares terminate plaintiff shareholder, in respect of him, the impeachment process.

Article 145 Suspension of the agreement .-
The judge, at the request of shareholders representing more than twenty per cent of the issued capital may issue injunction to suspend the agreement at issue.

The courts must give applicants contracautela to compensate the damages that may result in suspension.

Article 146 º .- Accumulation disputed claims
All actions aimed at challenging the same agreement shall be conducted and decided in a single process.

can not accumulate to the claim of a dispute initiated by the grounds provided for in Article 139 °, the compensation for damages or any other to be processed in the process of knowledge, nor shall counterclaim that this notion made by the society, being, however, preserved the right of the parties to initiate separate proceedings.

Article 147 .- Injunction
Upon request, the court may issue injunction, ordering the entry of claim in the registry.

suspension contested final agreement is entered when signing the resolution so provides.

At the request of the aforementioned company entries are cleared when the demand therefor is rejected by a final sentence, or when the applicant has been withdrawn, conciliated, traded, or has caused the abandonment of the process.

Article 148 º .- Execution of the sentence
The ruling upheld the challenge to produce effects against the company and all shareholders, but will not affect the rights acquired by third parties in good faith as a result of the agreement at issue.

The final decision declaring the invalidity of an agreement entered must enroll in the registry.

Article 149 .- Punishment for the plaintiff in bad faith
When the challenge have been instituted in bad faith or with a notable lack of merit the judge shall order the applicant, on behalf of the company affected by the challenge, a penalty according to the seriousness of the matter and compensation for damages as appropriate.

Article 150 º .- Nullity Action, legitimation, and revocation process should
nullity action to invalidate the decisions of the board contrary to peremptory norms or to engage in causes of invalidity provided for in this Act or the Civil Code.

Any person having a legitimate interest may bring action for annulment of the agreements mentioned in the previous paragraph, which shall be conducted in the process of knowledge.

nullity action under this article expires one year after the adoption of the respective agreement.

Article 151 º .- Other challenges
The judge not be admissible under the responsibility, action to challenge or otherwise question the validity of the agreements of a general meeting or its purpose, other than those mentioned in articles 139 º and 150 º.



SECOND PART OF THE COMPANY MANAGEMENT

CHAPTER I GENERAL PROVISION


Article 152 .- Administrators
The company management is in charge of the board and one or more managers, except as provided in Article 247 º.


DIRECTORY CHAPTER II


Article 153 º .- choice college and
The directory is a collegiate body elected by the general meeting. When one or more classes of shares are entitled to choose a certain number of directors, the election of such directors shall be at a special meeting.

Article 154 .- Removal
Directors may be removed at any time, either by the general meeting or special board that elected them, even though his appointment had been one of the conditions of incorporation.

Article 155 .- Number of Directors
The status of the company is to set a fixed or minimum and maximum number of directors.

When the number is variable, the general meeting before the election, you must decide on the number of directors to be elected for the period.

In any case the number of directors is less than three.

Article 156 º .- Deputy Directors or alternate
The status can be set to be chosen Deputy Directors setting the number of them or that each director is elected for one or more alternate owner. Unless the statute provides differently, the alternate or alternates to replace the incumbent director appropriate, definitely in case of vacancy or temporarily in the absence or disability.

At the request of shareholders to elect directors by minority holders or classes of shares, the alternate or alternates shall be elected in the same manner as the members.

Article 157 .- Vacancy
The cow director by death, resignation, removal or incurred by the director in any of the causes of disability identified by law or statute.

If no alternate directors they occur and the vacancy of one or more directors, the same board of directors may elect replacements to fill their numbers for the period that still remains in the directory, unless otherwise diverse status.

Article 158 º .- Multiple Vacancies.
If a vacancy occurs in the number of directors that it can not meet a valid directory, business managers tentatively assume the administration and immediately convene shareholders' meetings appropriate to choose a new directory. Failure to do this call or to have vacated the position of all los directores, corresponderá al gerente general realizar de inmediato dicha convocatoria. Si las referidas convocatorias no se produjesen dentro de los diez días siguientes, cualquier accionista puede solicitar al juez que la ordene, por el proceso sumarísimo.

Artículo 159º.- Cargo personal y representación
El cargo de director, sea titular, suplente o alterno, es personal, salvo que el estatuto autorice la representación.

Artículo 160º.- Calidad de accionista y persona natural
No se requiere ser accionista para ser director, a menos que el estatuto disponga lo contrario.

El cargo de director recae sólo en personas naturales.

Article 161 .-
Disabilities can not be directors:

1. The incompetent

2. Fractions;

3. Those who by reason of their office or functions are prevented from engaging in commerce;

4. Officials and Public Servants, providing services in public bodies whose functions were directly linked to the economic sector which the company conducts its business, except that represent the state's participation in such companies

5. Those with pending litigation with the company as plaintiffs or be subject to corporate liability action initiated by society and those who are prevented by order of an injunction ordered by the judicial or arbitral authority and,

6. Those who are directors, administrators, legal representatives or representatives of companies or corporate partners of people who have a permanent interests opposed to those of society or her personally have permanent opposition.

Article 162 º .- Consequences of impairment
Managers which they would incur in any of the impediments identified in the previous article can not accept the office and should resign immediately if the impediment supervene. Otherwise account for the damages suffered society and will be removed immediately by the general meeting at the request of any director or shareholder. As long as it meets the general meeting, the board may suspend the director fall within the impediment.

Article 163 º .- length Directory
The statute indicates the length of the directory specified periods not exceeding three years or less of one. If the statute says no term shall be understood to be for one year.
The directory has been completely updated at the end of his term, including those directors who were appointed to complete periods. Directors may be re-elected, unless otherwise status. Directory
The period ends by resolving the general meeting on the financial statements of its last financial year and elect the new board, but the board continues in office, though he had completed his term, until there is another election.

Article 164 º .- Election by cumulative voting
Companies are required to provide your directory with minority representation.
To that end, each share is entitled to as many votes as directors to be elected and each voter may accumulate their votes for one person or distribute them among several. Directors who will be proclaimed
obtain the largest number Feedback, in the order of these.

If two or more persons receive the same number of votes and they can not all be on the board for not allowing the number of directors fixed in the statute, it was decided by lot which of them should be the directors.

When there are different classes of shares entitled to elect a specified number of directors are carried out separate ballots in special meetings of shareholders representing each of these classes of shares but every vote will be with the system of participation minority.
Unless the incumbent directors had been elected together with their alternates or alternatively, in the cases mentioned in the final paragraph of Article 157, requires the same procedure as indicated for their election.
The bylaws may establish a separate system of choice, provided that no minority representation is lower.

Not applicable provisions of this Article where the directors are elected unanimously.

Article 165 .- President
Unless otherwise specified in statute, the board at its first session elects from among its members a chairman.

Article 166 º .- Compensation
The office of director is paid. If the statute does not provide the amount of remuneration is assessed by the annual mandatory meeting.
The profit sharing for the directory can only be subtracted from the net profits, if any, after the deduction of legal reserve for the year.

Article 167 º .- Call
The President or his substitute, must convene the board within the time or opportunity to bring the status and whenever it deems necessary for the social interest, or when requested by any director or general manager. If the president does not make the call within ten days or time provided in the application, the call will make any of the directors.

The announcement was made in the manner specified by the statute and, alternatively, by obituaries in charge of reception, and with an anticipation not less than three days before the date fixed for the meeting. The notice must clearly state the place, date and time of the meeting and the matters to be discussed, however, any director may submit to the consideration of the issues that created directory of interest to society.
may dispense with notice when they meet all directors and unanimously agreed to meet and address issues.

article 168 º .-
assistance Quorum The quorum of the board is half plus one of its members. If an odd number of directors, the quorum is the integer immediately above the half of it.
The status may signal a greater quorum generally or for certain issues, but it is not valid provision requiring the concurrence of all directors.

Article 169 .- Agreements. Non-session
Each director is entitled to one vote. The decisions of the board are taken by majority vote of the directors involved. The bylaws may establish higher majorities. If the statute does not have otherwise, in case of tie choose who chairs the meeting.
The decisions taken outside board meeting, by unanimous vote, have the same validity as if they had been taken in session as long as they are confirmed in writing.
The bylaws may provide for the conduct of non-face meetings, through written, electronic, or otherwise to enable communication and ensure the authenticity of the agreement. Any director may object to using this procedure and require the performance of a face session.

Article 170 .- Proceedings
The deliberations and resolutions of the board must be entered by any means, the record harvest in a book, loose-leaf or otherwise permitted by law and, exceptionally, under Article 136 º. The minutes should state, had been sitting: the date, time and venue and the names of those present, if there is no session: the manner and circumstances in which it is adopted or agreements and, in any case the issues discussed, decisions taken and the number of votes cast, as well as records managers who want to quit.
If the statute does not have a different way, the minutes shall be signed by those who served as president and secretary of the meeting or who were specifically designated for such effect. The minutes will be a legally and agreements to which it refers may take effect from the date it was signed under the responsibility of those who had subscribed. The minutes should be signed no later than ten business days following the date of the meeting or the agreement, as appropriate.
Any director may sign the statement if desired and manifests in the session.
The director considers that a record suffers from inaccuracies or omissions have the right to require that person's comments as part of the minutes and sign the corresponding addition.
The director wants to save his liability for any act or resolution of the board should ask to put on the record their opposition. If she is not entered in the minutes, asked to add the minutes, as indicated above.
The deadline to request that comments be entered or to include the opposition defeats the twenty working days of completion of the session.

Article 171 º .- Exercise of the office and reserve managers play
office with the diligence of a merchant and a loyal representative.
are obliged to maintain confidentiality regarding the affairs of the society and the social information they obtain, even after leaving office.

Article 172 º .- The board has

the powers of management and legal representation necessary for the administration of the company within its purpose, with the exception of matters of law or the status attributed to the general meeting.

Article 173 º .- Information and features
Each director has the right to be informed by management of everything related to the progress of society. This right must be exercised within the directory and so as not to affect social management.
The directors elected by a group or class of shareholders have the same duties towards society and other remaining shareholders that the directors and their performance can not simply defend the interests of those who elected.

Article 174 º .- Delegation
The board may appoint one or more directors to meet or perform certain acts. The delegation may be made to act individually or, if two or more, also to act as a committee.
permanent delegation of any power of appointment of directors and the directors who are to perform, requires the affirmative vote of two thirds of board members and their registration in the registry. Sufficient for registration a certified copy of the relevant part of the record.
In no case may be delegated accountability and reporting financial statements to the general meeting, or the powers which are given to the directory, unless it is expressly authorized by the general meeting.

Article 175 º .- Reliable
The board must give shareholders and the public with sufficient information, reliable and timely determined by law on the legal, financial and economic society.

Article 176 º .- Obligations If
losses in formulating the financial statements for the year or a shorter period shows the loss of half or more of the capital, or whether it should be presumed lost, the directory should immediately convene a general meeting to inform them of the situation.
If the assets of the company are insufficient to meet liabilities, or if such failure should be assumed, the board should immediately convene a general meeting to report the situation, and within fifteen days from the date of announcement the board, you should call creditors and ask, if applicable, the declaration of insolvency of the company. Note


Article 177 º .- Responsibility
managers respond jointly and severally, to society, shareholders and third parties for damages cause by the agreements or acts contrary to the law, statute or those made with malice, abuse of authority or gross negligence.
directory is the responsibility of fulfilling the agreements of the general meeting, unless it provides otherwise for specific cases.
The directors are also jointly liable with the directors that have been preceded by the irregularities they had committed if, knowing them, not writing to denounce the general meeting.

Article 178 .- DISCLAIMER
is not responsible for the director who has participated in the agreement or who, having taken cognizance of it, has expressed its dissatisfaction at the time of the agreement or when she met him, provided there is care that such nonconformity is entered in the minutes or have registered their disagreement with a notarized letter.

Article 179 º .- contracts, credit, loans or guarantees
The director may only enter into contracts with the company that relate to operations that usually make the partnership with third parties and provided that concluded in market conditions. Society can only provide credit or loans to directors or providing guarantees in its favor when it comes to operations that usually take place with third parties.
contracts, credit, loans or guarantees that do not meet the requirements of preceding paragraph may be held or given with the agreement of the board, taken by a vote of at least two thirds of its members.
The paragraphs above apply in the case of directors of related companies and spouses, descendants, ancestors and relatives within the third degree of consanguinity or second degree of the directors of the company and the directors of related companies.
The directors are severally liable to the creditor company and third parties for contracts, credit, loans or guarantees entered into or executed in violation of the provisions of this article.

Article 180 º .- Conflict
interest Directors may not adopt resolutions that do not precautionary social interests but their own interests or those of related parties or used for personal gain or related party business opportunities or business to their knowledge by reason of his office . Can not participate on their own or others in activities that compete with the company, without the express consent of it.
The director has an interest in any matter contrary to the manifest and society should refrain from participating in the deliberation and resolution concerning the matter.
The director who contravenes the provisions of this section is liable for damages caused to society and can be removed by the board or general meeting a proposal of any shareholder or director.

Article 181 º .- Claim social responsibility social
's claim for damages against any director is promoted by agreement of the general meeting, even though the company is in liquidation. The agreement may be adopted even if not subject to the call.
Shareholders representing at least one third of social capital to exert social liability claim against the directors, provided that it meets the following requirements:
1. Understand the responsibilities demand for society and not the particular interest of the applicants;
2. What, if any, actors have not approved the decision taken by the general meeting have no grounds to proceed against the directors.
Any shareholder may engage directly in social claims of liability against the directors, if three months after the general meeting resolved to initiate the claim had not brought the lawsuit. Is applicable to this case the provisions of paragraphs 1 and 2 of this article.
goods obtained under the lawsuit filed by shareholders are perceived by society, and shareholders are entitled to be reimbursed the costs of the proceedings.
Creditors of the company may be directed only against the directors if its ambition to reconstitute the equity has not been exercised by the corporation or its shareholders and, furthermore, whether serious act that threatens the security of credit.

Article 182 º .- individual claims of responsibility
Notwithstanding the preceding Articles, without prejudice to claims for compensation that may apply to partners and third acts of the directors who directly injure the interests of those . Lesion is not directly referred to damage to society, but because it involves damage to the shareholder.

Article 183 º .-
The criminal responsibility in the civil lawsuit against the directors can not undermine the criminal liability that may be applicable.

Article 184 º .- Expiration
responsibility Civil liability of directors expires two years from the date of adoption of the agreement or the performance of the act which caused the damage, without prejudice to criminal liability.

MANAGEMENT CHAPTER III


Article 185 º .- Designation
The company has one or more managers appointed by the board, unless the reserve status that power to the general meeting.
When appointing a single manager this will be the general manager and when they appoint more than one manager, indicate in which of them bears the title of general manager. In the absence of such indication is considered appointed general manager first.

Article 186 º .-
Term of office The term of office manager is indefinite, unless otherwise provided status or the designation is made for a specified period.

Article 187 .- Removal
The manager can be removed at any time by the board or general meeting, whatever the organ that has issued his appointment.
is no provision of the statute or agreement of the general meeting or board established by the irreversibility of the position of manager or imposing a majority for their removal than an absolute majority.

Article 188 .- Powers of the manager
The manager's powers are established by statute, to be appointed or act later. Unless
than the statute or express agreement of the general meeting or directory, it is presumed that the general manager has the following powers:
1. Celebrate and perform the acts and regular contracts for the purpose;
2. To represent the company, with general and special powers under the Code of Civil Procedure
3. Attend, with voice but no vote at meetings of the board, unless it agrees to sit in a reserved manner;
4. Attend, with voice but no vote at general meetings of the Board unless the Board decides otherwise;
5. Issuing certificates and certifications for the content of the books and records of the society and to
6. Act as secretary of meetings of shareholders and the board.

Article 189 .- Disabilities and
liability actions are applicable to the manager, as any, impairment provisions and actions of director liability.

Article 190 .- Liability
The manager is responsible to the company, shareholders and third parties for damages occasioned by the breach of duty, fraud, abuse of authority and gross negligence.
The manager is particularly responsible for:
1. The existence, regularity and reliability of accounting systems, books which the law society and lead to other books and records ordered to bring a merchant;
2. Establishing and maintaining an internal control structure designed to provide reasonable assurance that assets of the company are protected against unauthorized use and that all operations are conducted in accordance with authorizations established and properly registered;
3. The veracity of the information provided to the board and general meeting;
4. The concealment of irregularities observed in the activities of the society;
5. The preservation of social funds on behalf of society;
6. The use of social resources in businesses other than the object of society;
7. The veracity of the records and certificates issued to the content of the books and records of the society;
8. Comply in the manner and time prescribed by law as provided in articles 130 º and 224 º; and
9. Compliance with the law, the statute and the agreements of the general meeting and the board.

Article 191 º .- Responsibility solidarity with the directors
The manager is responsible, jointly with board members when participating in events that give rise to liability for them or when, knowing the existence of such acts, no report them to the directory or the general meeting.

Article 192 .- Contracts, credit, loans or guarantees
It applies to managers and agents of the society, as appropriate, the provisions of Article 179 º.

Article 193 º .- Designation
a legal person is appointed manager When a legal person it must appoint a natural person to represent the effect, which is subject to the responsibilities outlined in this Chapter, notwithstanding that apply to directors and managers manager and the entity it.

Article 194 º .- Nullity of absolution responsibility Antel
statutory provision is void or agreement or a general meeting of the board intended to absolve responsibility as the manager Antel.

Article 195 º .- Effects of
liability settlement agreement to launch The claim of responsibility against the manager, adopted by the general meeting or the board, regardless of the automatic removal of the latter, which may not be reappointed to the office or for any other function in society but in the case of declared unfounded the claim or withdraw society of the claim filed.

Article 196 º .- criminal responsibility
The civil claims against the manager does not prejudice a criminal liability that may be available.

Article 197 º .- Expiration
responsibility of the manager's liability expires after two years of the act done or omitted by it, without prejudice to criminal liability.

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Blush Clothing Belfast

Section Three Companies .- .- Title II Rights and Taxes on Stocks

Article 107 .- stock Usufruct
In the enjoyment of actions, unless otherwise agreed, under the owner's rights shareholder and the beneficial owner the right to dividends in cash or in kind agreed by the company during the term of the usufruct.

can be agreed which is also the beneficial owner of dividends paid on shares of its own issue that touches the owner during the term of usufruct.

Article 108 .- usufruct of shares not fully paid
In the usufruct of shares not fully paid the owner is liable to pay capital calls, unless otherwise agreed.

If the owner has not complied with its obligation within the time fixed for payment, the usufructuary may do so within five days without prejudice to recourse against the owner.

Article 109 º .- actions
garment The garment action shareholder rights under the landlord.

The pledgee is obliged to facilitate the exercise of shareholder rights. Are responsible for this expense.

If the owner fails to comply with the obligation to pay capital calls, the lienholder may enforce this obligation, echoing against the owner, or come to the realization of the pledge, recognizing the preference for the recovery of capital calls by the society . The provisions

in this article supports agreed.

Article 110 º .- Precautionary stock
If shares subject to precautionary measures, including seizure, the owner retains the exercise of shareholder rights.

The depositary is required to provide the shareholder the exercise of their rights. Are responsible for this expense.

The injunction not rigged stock retention of dividends, except by judicial order.

In implementing actions are subject to injunction shall be as provided in Article 239 º.

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