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.
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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