"******** COMMERCIAL LAWS OF THE PROFESSIONAL LIMITED .
SECTION 1 .- The Company is a Professional Limited Liability Companies, under the name "** PROFESSIONAL LIMITED *******,. " This Company is governed by these Bylaws, and matters not covered by them, by the provisions of the Companies Act Professional 2 / 2007 of 15 March and Limited Liability Companies 2 / 2007 and 2 / 1995 of 23 March and other applicable provisions .-----------------------
Article 2 .- The Company it is indefinite and will begin operations on the day of granting the charter. The fiscal year will coincide with the calendar years beginning on January 1 and ending on 31 December each year.
Article 3 .- The company has the sole purpose of the activity of the practice of law / Medicine / Architecture / Auditing / Engineering ***
The activities included in the above object may be developed by the company directly, or through other companies are engaged in the same profession that is the subject of which here is .-------------------
Article 4 .- The registered ************. social is set
The General Board may change the address .-- Notwithstanding
Body Management Entity may change the domicile of the Company within the municipal area and agree to the creation, deletion or removal of branches, anywhere, While the national territory or abroad.
Article 5 .- The capital stock is fixed in the amount of 3,600 euros, paid in full and divided into 360 shares, all belonging to professional partners, fully subscribed, concurrent and indivisible, with a nominal value each, $ 10, and numbered from number 1 to 360,
inclusive .- Three-quarters of the share capital and voting rights must belong to the professional members
.---- Of the company's debts will respond with all its assets. However, the debts arising from professional acts, shall be jointly responsible society and professionals, members or not, as having acted with the application of general rules on contract or tort, as appropriate.
ancillary service. Notwithstanding the foregoing, the professional members who hold shares of this class are required to perform ancillary services for the company, full time, and with the content itself of his business. Also be required not to perform professional services within its jurisdiction on its own behalf or for people or companies outside the society that is created. These benefits shall be paid remuneration consisting of a monthly amount, fixed for each year by the General Meeting, taking into account the greater or lesser commitment to the development partner of the objects, their expertise, seniority in the exercise of the profession and customers, if any, provided to society. Failure of incidental services in whole or in part, or the provision of professional services in its own name or natural or legal persons outside the company, be cause for exclusion from professional partner, in terms of art. 14 of Special Act .-------
ARTICLE 6 .- The voluntary transfer of shares belonging to minority professionals, inter vivos, whether for consideration or free of charge, you can only carry out the agreement of all professional partners .-----------------
ARTICLE 7 .- As for the case of transfer mortis causa of the shares belonging to professional partner, not to be transmitted either to successors, without the agreement of other professional partners.
Otherwise, those will be paid the appropriate fee payment, valued these shares in fair value that we had the day of death of partner, and whose price is paid in cash .----------------------------- -----------
A lack of agreement on the fair value of the shares or the person or persons who will value them and the procedure for evaluation, the shares will be valued in terms under Articles 100 and following of the Law on Limited Liability Companies .--------------
The same rule applies in the case of forced inter vivos transfer or settlement schemes joint ownership, including the conjugal legal partnership .------------------
ARTICLE 8 .- The Company will a Register of members shall state that the original ownership and subsequent transfers, voluntary or involuntary, of shares and the establishment of real and other charges on them. In each entry, indicating the identity and address of the holder of the participation fee or tax or establishing on that.
Any member may inspect the Register of Members, whose keeping and custody for the Administrative Body.
partner and holders of real rights or liens on the shares, are entitled to obtain certification of the shares, rights or liens recorded your name.
ARTICLE 9 .- The General Board meeting members will decide by the majority legally established, all matters within their competence .------------------------
------------------------ President after reading out the agenda, direct the discussions on each of the points that comprise it. Will speak to members who so request, serially. After his presentation, each member shall be entitled to a round of replication. Finished the discussion on a particular item, we will proceed to vote on the same .---------------------------------
All partners, including dissidents and those who have not participated in the meeting, are subject to the decisions of the Board.
- The social arrangements were taken by a majority of the votes validly cast, provided that shareholders representing at least one third of the votes attaching to the shares that divides the capital. Not count the blank ballots.
- Notwithstanding the above, the increase or reduction of capital and any other modification of the bylaws for not requiring a qualified majority shall require the affirmative vote of more than half the votes attaching to shares that divides
.--------------------------------- social capital - And as for the transformation, merger or division of Society, the elimination of preemptive rights in capital increases, exclusion of partners and authorization to allow administrators to focus on their own or someone else the same, similar or complementary type of activity that constitutes the corporate purpose, shall require the affirmative vote of At least two thirds of the votes attaching to shares that divides the capital.
respect to the distribution of profits among partners and final distribution shall be approved by the Board by an absolute majority of the capital, including a majority of professional partners.
All social arrangements necessarily be adopted in General Meeting and each share gives its holder one vote.
Article 10 .- The convening of the General Meeting shall be made by the Governing Body, or in case of liquidation, in time, at the address of each member recorded in the book of members, by certified mail, return of receipt.
In any case between the announcement and the date for the conclusion of the Board shall be a period of at least 15 days. This time is calculated from the date on which the notice has been sent to call the last of the members.
The Board must call upon request, at least, a number of shareholders representing five percent of Social Capital, being expressed in the request the items to be discussed at the meeting.
The General Meeting shall be validly constituted to try any matter, without prior notice, provided it is present or represented the entire share capital and the attendees unanimously agree to hold the meeting and the agenda thereof. ------------------------------------------
In all cases act as President and Secretary of the Board members are elected at each meeting, and if so, who would be the Board of Directors .------------------
SECTION 11. - Of all the agreements raise the corresponding record to be entered on the minutes. The minutes will necessarily include the list of attendees and must be approved by the Board at the end of the meeting or, failing that, within 15 days, by the Chairman and two members controllers, one representing the majority and the other by the minority.
Article 12 .- Management of the Company shall, as determined by the General Meeting, to :------------------
- A Sole Administrator .------ --------------
- Two or more directors or indistinct solidarity.
- Two or more joint .----
Managers Should be two joint administrators the power of attorney shall be the same together. If to be more than two joint administrators, power of attorney shall together any two of them, if one of them is a professional partner .---
Manager - Or a Governing Council consisting of a minimum of three members and a maximum of twelve .-------------------
Any agreement to change in the arrangements for the management of the Company shall not constitute a modification of the statutes, but must public deed, which shall be entered in the Commercial Register .-------------------------------------
----------- Three quarters of the members of the Board of Directors of the Company, are partners .-------- professionals
If this individual or if there for CEOs, these functions must necessarily be performed by a professional partner. In the same vein, if the administration was entrusted with several administrators they should all be supportive professional partner ------------------------------ BOARD OF DIRECTORS
----- :-------------------
Where designated as Organ of Directors of the Company a Board of Directors, shall be observed
:----------------------------------------- following standards - The Board of Directors designate at least among its members a President (even if it is considered appropriate a Vice President, to replace the President in case of absence or illness) and a Secretary .--------------------------------- ----
- The Board of Directors acting collectively. Must be convened when deemed appropriate by the Chairman or requested by at least a third of the Directors. The call will be made by the President or by substituting them, by telegram, and with a minimum of forty-eight hours before the meeting.
- The Board shall be validly constituted when the meeting in person or represented most of its components. Any Director may grant a proxy to another director, by proxy attorney, or writing signed by him, even if that were professionals, the representation can only be granted to another director who is professional. The meeting will act as Chairman and Secretary of holders of such positions on the Board or, where appropriate, those who replace them in accordance with these Regulations. The President shall direct the discussions .---------------------------------
- Agreements, except as indicated later, adopted by more than half of the Directors present at the meeting. The vote in writing without a meeting will only be accepted when no Director objects to this procedure. The implementation of the agreements for the Executive Council expressly empowered to do so at the same meeting and, failing that the Secretary of the Council .--------------
- The Board of Directors may appoint from its members an Executive Committee or one or more Directors Delegates, stating particularized enumeration of the powers of administration to be delegated or that the delegation includes all legal and statutorily delegated. The delegation agreement shall in addition to whether delegates also that way, to what extent, and to whom, the power of attorney .------------------- -
permanent delegation of any power of the Executive Council or the Director or Managing Directors, and appointment of the Directors who are to hold such offices to be valid the votes of two thirds of the members of the Board, and not take effect until registered in the Commercial Register .--------
--------------------- ARTICLE 13 .- The term of office of the Administrator or Director is indefinite .-----------
--------------- This is without prejudice to the right of the Board of separating the Administrator or Director at any time .-
Article 14 .- The Governing Body representation extends all activities included in the social order. Purely for the purposes and in order to provide the authorizations and delegations powers which may be made, the Administrator shall have the following powers :---------------
A. - Turn, accept, pay, collect, endorse, protest, intervene, endorse and negotiate bills exchange, checks, checks, notes, credits, balances, bills and other bills, open, track and cancel accounts, credit or loan, with or without collateral security, and in all manner of public and private, including Bank of Spain, taking and giving money to loan signing if the relevant policies, giving or accepting, if all kinds of personal and real guarantees, including mortgages or of repayment, which may be canceled; establish, collect and remove deposits and bonds of all kinds and to any entity or private-public-or private .------------------------- ----------
B. - Managing in the broadest terms, carrying books and accounts of the Company, directing and controlling the progress of it, rent or lease all goods and rights , and fire support tenants, settlers, workers and employees, assigning salaries, wages, bonuses and obligations, accept, collect, modify and pay rents of all kinds, including through transactions or commitments, and empower lawsuits, with the general powers or the stages of each case and before any courts, tribunals, Benches jurors or any class, grade, order or jurisdiction, revoking other names and designations, and generally perform everything necessary or desirable for the proper conduct of the Company .------------ --------------
C. - Celebrate all kinds of legal acts and transactions, including transportation by land, sea or air, insurance or guarantees, and purchase, sell, exchange, encumber or modified by any title or concept, any kind of property, goods, raw materials, supplies and property rights and personal, or for the Company, in cash or in installments, accepting or giving any kind of guarantees.
D. - acquire, sell, exchange, encumber or modified by any title or concept, any kind of property or undivided or divided parts of them, in cash or in installments, accepting or giving any kind of collateral, including mortgages, you can cancel your day and give and accept goods or payment of debts, giving and signing all kinds of documents, private or public, including deeds of correction, addition, clustering, segregation or division of property, new construction material division or horizontal property regime.
E. - Intervene in bankruptcy proceedings procedures, transfers of property, suspension of payments, bankruptcy and others of their own kind, with the broadest power to conduct and conclude all kinds of conventions .--------------------------------------
F .- To appoint agents, whether or not partners, and delegate to them any or all of its powers .----------------------
G. - And in general, represent the Company all the rights, and actions that may be entitled and to all sorts of governmental authorities, administrative and judicial, can therefore provide and sign all kinds of documents, private or public, including deeds of addition or correction , grouping, aggregation, segregation or division of property, new construction material division or horizontal property regime, and records all instances .------------------------------------------------ type
Article 15 .- In terms of annual accounts will be provided in the Law of Limited Liability Companies, and by its reference in the Corporations Act, without prejudice to Article 10.2 of Act 2 / 2007 .-----------------
Since the convening of the General Board, any member can obtain from the Company, immediately and free, documents to be be submitted for approval, as well as the management report and in the case of auditors .---------
During the same period the member or members representing at least five percent of capital at home may consider social, alone or in conjunction with an accountant, the documents used to support and history of the annual accounts .-------------
Article 16 .- The transformation, merger and division of Society is governed by the provisions of the Law of Limited Liability Companies .-----------------------------------
---- On the assumption that a partner use the right of separation of the company or in the case of exclusion of a partner, observe the provisions of the Companies Act professional, but for the adoption of the agreement to exclude amateur partner, will see what we indicated in articles 53.2 and 99 of the Limited Partnership Act .---------------------------- --------------------
Article 17 .- The dissolution and liquidation of the Company is governed by the rules to that effect in the Act of Professional Associations and Limited Liability .-----------------
Article 18 .- Any question or dispute (except the right to challenge social arrangements) between partners or between them and the Company is subject to arbitration in equity, all submitting to the jurisdiction of the Company, to resign himself if different.
