MODEL BUSINESS CORPORATION STATUTES
'ASSOCIATION OF PROFESSIONAL CORPORATION "......",. "" Title 1. Title, Purpose, Domicile and Duration of the Company. Article 1 .- Company name. "The company will be called "....." Professional Corporation. It is governed by this Constitution and in matters not covered by them, by Act 2 / 2007 of Professional Societies and in his absence by the Consolidated Companies Law of December 22, 1989 and complementary legislation.
"Article 2 .- Social Object. Its corporate purpose is the professional activity characteristic of "......". The social order can develop through their participation in other professional societies.
"Article 3 .- Address. "......" Be the body responsible for the creation, deletion or removal of the board offices.
"Article 4 .- Duration and Commencement of Operations." The company will start its operations on the day of execution of the deed of incorporation and its duration is indefinite.
"Title II. Social Capital and Shares.
Article 5 .- Social Capital and Shares. "The share capital is represented in "......", by "....." shares, nominative, a par value each, fully subscribed and paid twenty-five percent (25%), numbered from one to the inclusive ....., . The remaining capital will be paid by contributions in cash, within 18 months from the articles of association. The constituent stocks of social capital are represented by registered certificates. These securities, which may be multiple, be signed by two members of the Board of Directors. The shares will be two classes: Those belonging to the professional members numbered from one to the ... and actions of members not professionals, numbered from ... to ... inclusive.
"Article 6: ancillary benefits. Professional members, holders of shares of this class are required to perform ancillary services for the company, full time, and with the particular content of their work. Also be required not to perform professional services within its jurisdiction on behalf of itself and persons 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 corporate purpose, specialization, seniority in the exercise of the profession and clients, 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 legal persons outside the company, will cause social exclusion, in terms of art. 14.1 of the Special Act. Article 7.Transmisión
Shares of non-professional partners. " The transfer of shares of non-professional members will be subject to the following restrictions: intervention. In cases of acts inter vivos transmissions will be free transmission if carried out on behalf of parents, children or the spouse of the transferor or for other professional partners. In this case, change the nature of the actions of non-professionals will become professionals. They will also be free transfers of shares whose ownership belongs to a company and are made for his company dominated or dominant within the meaning of Article 4 of the Securities Exchange Act, including transactions between any Group Company, provided that in the event that the acquiring company ceases to be a member of the Group, before leaving it, transmit its shares of the Company to another member of the Group. Out of the above, shareholders, preference for professionals have a preferential right to acquire shares that are to be transmitted by any act inter vivos, whether for profit and value, in proportion to the number of actions that legitimately belong to them respectively of the Company. In the case of fractions remain indivisible, will be awarded full shares from those shareholders who have made the use of the preferential right of acquisition proving entitlement to a larger fraction. If not acquired the shares in whole or in part by other shareholders, those not covered may be acquired by the Company, within the limits and according to the requirements of Article 75 of the Act Corporations. For these purposes the shareholder professional who wants to sell, assign or otherwise dispose of or transfer by acts inter vivos, whether for reward or profit, all or part of the shares is legitimate holder, to persons other than those mentioned in the first and second paragraph of this Article shall: (a) Notify the Social Administration convincingly, in the domicile of the Company, indicating the number of shares or other securities giving the right to subscribe to stream, its number, price, payment terms and buyers. (B) The Directors of the Company, within fifteen (15) calendar days after receipt of the letter, shall forward the offer for sale to other shareholders, through burofax to the address of the same recorded in the Register of Shares. (C) Shareholders who wish to acquire the shares or securities offered, should indicate this by notifying the administration office within fifteen calendar days following receipt of the notification. They should express their interest in acquiring a larger number of shares if other shareholders waive their right of first refusal, partly or wholly, being recognized proportionately the right of accretion. (D) If the lists in the sale price will be made, on behalf of shareholders who have expressed their desire to acquire the shares or securities offered in proportion to the shares of the Company possessing the time of making the sale, with preference for professional partners and only in the absence of such a non-professional members. In the event that any shareholder is unwilling to acquire the shares offered or expressed desire to acquire a smaller number that would correspond to the remaining shareholders if they manifest buyers can purchase the surplus in proportion to their participation in Social Capital. In case of disagreement with the stock price or in the case of transmissions expensive, the price will determined in the manner set out in art. 64.1 of the LSA. (E) In case the bids submitted by shareholders not cover the whole of the shares offered for sale, or if no shareholder indicated its desire to acquire at the deadline for Thus, if the Administration considers that the acquisition of shares by the purchaser designated by the selling shareholder may create a serious injury to the Company, may convene in the terms set forth in these Bylaws to shareholders for holding the Extraordinary General Meeting in which it decides whether to proceed by the Company to the acquisition of the shares offered, formal compliance with the provisions of the Corporations Act for the acquisition of shares by the Company. The deadline for exercise as provided in the preceding paragraph shall be forty-five (45) calendar days from the last day of the period within which shareholders can express their desire to acquire the shares. (F) After a timely manner as above, the bidder shareholder will receive a certificate issued by the Administration in which the result will be notified of the offer received, enabling him to sell his shares to the shareholder who has exercised his right of acquisition Preferred, or to the Company or Finally the buyer stated in its bid for the price indicated therein. This certification will be valid six months from its issue. After this period must be reiterated the procedure outlined in this article. Mortis
causes and persons related to the shareholder. For transmission mortis causa of the shares, shall follow the procedure provided in the "inter vivos", running time since the heir to communicate the acceptance of inheritance. In such cases, shall apply paragraph 1 of Article 64 of the Companies Act. If the purchaser or contractor was one of the persons who may be transmitted between living freely in accordance with paragraph shall be valid transmission at no extra cost and subject to the provisions therein. Forced Air shares. The same right of first refusal regulated in the "inter vivos" of this Article shall apply in case of acquisition in judicial or administrative process execution, beginning the calculation of time from the time the highest bidder or contractor to provide acquisition Directors, with respect in this case, the provisions in paragraph 2 of Article 64 of the Companies Act. If the purchaser or contractor was one of the persons who may be transmitted freely according to "inter vivos" valid transmission at no extra cost and subject to the provisions therein. General
. (A) In the event that changed the terms and conditions of the tender offer should be made another offer by following the steps mentioned in the "inter vivos" in this article. (B) All references to alienation transmission also apply to any other kind of act or contract to transfer or subscription of shares. (C) The preferential right of acquisition is covered in this article also apply in cases of transfer of own shares by the Company, but not to purchases of treasury stock to perform it. (D) All references to the transfer of shares are also applicable to any securities or rights entitling to the subscription or purchase of shares. The Company does not recognize any transfer of shares and subscription rights or other securities convertible into shares in violation of the provisions of this article.
Article 8. Transfer of shares of professional partners. The shares held by the professional members shall not be transferable inter vivos, unless the consent of all the professional members, expressed at the General Meeting, which Directors must convene within 15 days for this purpose and for its conclusion in the next two months. After obtaining such consent, the rules of the preceding article, but the right of preference may only be exercised by other professional partners in society. If no professional partner exercises its rights may be society itself to acquire such shares to amortize after capital reduction, subject to the provisions of Article 4.5 of the Special Act. To this end, the board, once completed and implemented all procedures are appropriate under the previous rules in Within one month shall convene a general meeting for that purpose. The transfer of shares of deceased professional partners or compulsory, or as a result of the dissolution of a community scheme, including the liquidation of the conjugal partnership shall be free, except for refusing to broadcast professional members representing at least Most of these partners bearing capital. In these cases, pay the appropriate fee payment. If the professional members are not opposed to the transmission and the purchaser of the shares not held by the professional quality of relationship with the object of society, and as a result of the transfer fees are violated under in the art. 4.2 of the Special Act, such situation shall be rectified within three months, without prejudice to the possible dissolution of the company. For this purpose the board will convene a General Meeting to be held no later than three months, and the Board may be taken, or the dissolution of the company, or an increase or decrease of social capital to regularize the proportion capital for professional and amateur, in the terms stipulated in art. 4. 2 of the Special Law. In this capital increase, if any, may use the system provided for in art. 17.1 b) and c) of the Special Act.
"Article 9 .- Usufruct Share. "In the case of usufruct of shares, the status of membership lies in the bare owner, but the usufructuary shall, in any case, the dividends declared by the Company during the usufruct. The usufructuary is obliged to provide the bare owner to exercise their rights. In relations between the usufructuary and bare owner governed as determined by the instrument creating the usufruct; in his absence, the provisions of the Act and, additionally the Civil Code. In any case, the beneficial owner of shares professionals will hold any political rights in society.
"Article 10: Action Items. "If shares are pledged to the owner of them the exercise of shareholder rights. If the owner of the shares breached the obligation to pay capital, the pledgee may fulfill this obligation whether or proceed to the completion of the garment.
"Article 11 .- Actions Embargo:" In case of actions but observe the provisions contained in the preceding article, provided that this is possible and not incompatible with the specific rules of the embargo.
"Title III. Social Bodies
Article 12: Organs of Society. "The governing bodies of the Society are: (a) The General Meeting of Shareholders. (B) The Council Body.
of the General Meeting.
"Article 13 .- Notice and Order of the General Meetings." Call. General Meetings are convened by the Board of Directors, by notice published in the Official Register and in one of the largest newspapers in the province where the Company has its registered office, with at least one month before the date set for the meeting. The announcement shall state the nature of ordinary or extraordinary, the date and venue and all matters to be discussed. It may also state the date on which, if necessary, will meet Board at the second call. Between the first and second meeting should mediate, at least within twenty-four (24) hours. The Governing Council shall also convene it when requested by shareholders who own at least 5 100 of the capital, stating in the request the items to be discussed at the meeting. In this case, be held within thirty (30) days from the date of any notarial request to convene the Governing Body. If in this case the Board can not be held as a matter of Universal within 30 days shall be extended for 15 days. As regards the judicial notice of Together, they will be provided in the Act - Constitution: The General Meeting or Extraordinary, shall be validly constituted on first call, when the shareholders present or represented holding at least 25 100 of the subscribed capital to vote, and second call, irrespective of concurrent capital. However, for the General Meeting or Extraordinary, to validly issue bonds, increase or reduction of capital, transformation, merger or division of the Company and, in general, any amendment to the bylaws, will be needed on first call, the attendance of shareholders present or represented holding at least 50 per 100 of the subscribed capital with voting rights. In the second call for 25 100 of the capital are exempted from the above provisions the agreement on the exclusion of members for the reasons provided in Art. 14 of the Special Act. In these cases to the Board shall be validly constituted on first call will need to assist members representing at least three quarters of social capital and second call two-thirds of the capital. In both cases the agreement be adopted by at least a majority of social capital, including the majority of that majority vote of the professional partners. The approval of annual accounts and the agreement on the final distribution of benefits must be approved in the terms stipulated in art. 10.2 of the Law 2 / 2007, as set out in art. 18 of these same statutes.
The General Meeting shall be deemed in any event and validly convened to hear and determine any matter, provided it is present or represented throughout the capital and the participants unanimously agree to its conclusion.
"Article 14 .- Persons entitled to attend Meetings. "They are entitled to attend and vote at General Meetings and Ordinary and Extraordinary shareholders holding shares that are entered in the Book Registered Shares Register of five (5) days prior to the date on which the Board held berry and hold shares through a public document evidencing its regular procurement of whom appear in the Register as the holder.
"Article 15 .- Assistance and Representation." Any shareholder entitled to attend may be represented at the Meeting by another person, even if not a shareholder. Exceptions to this rule which professional shareholders may only be represented on the board by other shareholders of the same class. The proxy must be in writing and specifically for each Board, pursuant and to the extent provided in the Companies Act. Restrictions on the representation, unless the shareholders professional shall not apply if the representative is a spouse, ancestor or descendant, or even when one has a general power conferred by public deed with the authority to manage all assets of the represented national territory. Representation, even granted by the public shareholders, may be revoked and the personal attendance of the Board shall have represented the revocation.
"Article 16: Right to Information." Until the day before that planned for the celebration of , Shareholders may request the Directors, about the matters contained in the agenda, information or clarifications they deem necessary, or make any written questions they deem appropriate. The Directors are obliged to provide information in writing until the day of the General Shareholders' Meeting. During the General Shareholders' Meeting, the shareholders of the company may verbally request information or clarification they deem appropriate regarding the matters on the agenda and, if not possible, to satisfy the shareholder's right at that moment The Directors are required to provide such information writing within seven days of the completion of the Board. The Directors are obliged to provide the information requested under the two preceding paragraphs, except in cases where, in the opinion of the Chairman, publication of the requested information would prejudice the interests. There shall be no denial of information when the request is supported by shareholders representing at least a quarter of the capital.
"Article 17 .- Officers of the General Board." At General Meetings of all kinds-except where the court convened, will act as Chairman and Secretary who occupy these positions within Governing Council. In his absence, the shareholders will occupy those positions appointed at the beginning of the meeting by the shareholders attending the meeting. The President addressed the meeting and resolve regulatory questions that arise. The Secretary may be a person not a shareholder, in which case it will have voice but no vote.
"Article 18 .- majorities for the adoption of agreements." A) General Rule: The resolutions of the Board shall be adopted by the affirmative vote of a majority of the capital present or represented. However, when shareholders representing less than 50 100 of the subscribed capital with voting rights, agreements relating to the matters referred to Article 103 of the Corporations Act, require for their affirmative vote of two thirds of the capital present or represented at the Meeting. B) Special Rules: as noted above for the exclusion of professional partners. Likewise, the company's annual accounts, including the final share of profits, shall be approved, both the first and second call, by an absolute majority of share capital, must be included in this majority, the majority of the voting rights of professional partners. Therefore, in these cases the minimum quorum for the constitution of the General Meeting shall, on first call, the seventy-five percent of total capital social and seventy percent of the capital belonging to professional partners and second call to sixty percent of the share capital and fifty-five percent of the capital of professional partners.
"Article 19 .- Acts of the Board." Resolutions of the General Meeting shall be entered in the minutes, which will extend or transcribed in the Book of Records. The minutes may be approved by the General Meeting or, failing that, within fifteen days by the President and two controllers, one acting on behalf of the majority and other minority. The minutes approved in either of two ways enforceable from the date of approval. Administrators may require the presence of a notary to take the minutes of the Board and shall do so if, five days before the set for the holding of the Board, upon request of shareholders representing at least one share capital. The certificates shall be issued by the Secretary of the Board of Directors and, in his absence, the Deputy Secretary with the approval of the President or, failing that, the Vice President. The formalization in public instrument of social arrangements applicable to persons designated by Rule 108 RRM.
"From Social Administration.
Article 20 .- Composition of the Board of Directors. "The Company shall be managed, governed and represented with the broadest powers in law to proceed, except those pertaining to the General Meeting pursuant to the Act and these Bylaws, by a Board of Directors composed of at least three (3) and a maximum of fourteen (14) members. Three quarters of the Directors must be professional partners. For this calculation, three-quarters of Professional Counselors will be determined by excess.
"Article 21 .- Term of office. "The appointed directors shall serve for a period of six (6) years without prejudice to his re-election and the power of the General Board to proceed at any time and moment to the removal of the same in accordance with the provisions of the Act and these Bylaws. If during the term for which directors were named there are vacancies, the Council may appoint persons shareholders are to occupy until the meeting of the first General Meeting. If the vacancy outside professional advisers appointed to cover the shareholder must hold the same quality.
"Article 22: Powers of the Board of Directors. "It is for the Board of Directors, representation and the supreme direction and administration of the Company in or out him, of all acts covered by the object as defined in these Bylaws, as well as those activities required by the Act and these Articles and without prejudice to the activities specifically reserved for them at the AGM.
"Article 23 .- Remuneration of the directors' fee paid: The remuneration of the board consist of a fixed amount in cash determined by the Annual General Meeting. That remuneration of directors resulting from membership of the Governing Body will be compatible with other professional or employment, if any, apply to the Director by any executive or advisory roles to play in the Company or its ancillary services. The remuneration shall be deemed established for each year of twelve months. Consequently, if a fiscal year out of one length of less than twelve months, the amount of remuneration shall be reduced proportionately. Establishment of remuneration shall be deemed in arrears, so that the remuneration of each Director shall be proportional to the time that the manager has exercised his office during the financial year for fixing the remuneration. The remuneration is determined in meeting held at any time before the end of the year. The Board which shall determine the remuneration payment rules. However, in the absence of express agreement to respect the following rules apply: a) The payment for the fixed payment shall be made monthly in arrears, within 5 days early days of the calendar month following that in which it became due the compensation in question, b) while the general meeting does not fix the remuneration for a given year, apply the latest pay monthly agreed, the remuneration thus collected will be regularized, either upward or downward, within the first 5 days of the calendar month following that in which the general meeting approve the allocation for the year fixed in question. The general meeting may graduate the compensation you have to perceive each of the managers in terms of their belonging or not to delegate bodies and their overall dedication to the Company's management.
"Article 24 .- Appointment of positions on the Board of Directors." The Board shall appoint from among its members the President and may appoint if they agree to a Vice President to replace in case of vacancy, absence or illness . Also designate the person holding the office of Secretary. To be appointed as President or Vice President shall be the designated person is a member of the Board of Directors and professional partner, circumstances are not required in the person appointed to hold the post of Secretary, in which case it will have voice but no vote. Also be appointed secretary of the Board a person who does not hold a Director, to replace the Secretary in his absence, for any reason, or of a vacancy or illness.
"Article 25 .- Operation of the Board of Directors. 'The power to convene the Council is for its Chairman. The Council shall meet whenever requested by a counselor or resolved by the President or his substitute, who is responsible for convening. In the event that the request of a director, the President may not call delay beyond a period of ten (10) days from the date of receipt of the request. After that time, the counselor who requested the meeting may be convened by the Council if the President has not complied with his request. The call shall be given by letter, telegram, fax, or email. In the latter case it is required that the Director has notified, and so recorded in the archives of the society, an email address for notifications. The call was addressed personally to each member of the Governing Council at the address indicated in his appointment or, in case of change, has notified the Company or designated email address, before he made the actual call of the Council. Valid Council meeting without prior notice when, while meeting all its members, decided unanimously to hold the meeting. The Board shall be validly constituted when the meeting present or represented more than half of its members. The counselor may not be represented at meetings of this body by another counselor. The representation of professional counselors may relate only to other professional advisors. Proxies shall be by letter addressed to President. The Chairman opened the meeting and lead the discussion of issues, granting the floor and also to provide news and reports on the progress of social affairs to the members of the Council. Unless the law establishes a greater majority, resolutions are adopted by absolute majority of the directors present at the meeting. The vote on the resolutions in writing without a meeting, will expire if no director objects to this procedure. Board resolutions shall be entered in the minutes, which must be approved by the organ at the end of the meeting or the next. The minutes shall be signed by the Deputy Secretary of the Board or with the approval of the person acting on it as President. The minutes were transcribed in the Book of Acts. The Board may appoint from among its members an Executive Committee or one or more Managing Directors, which should always be professional partners, without prejudice to the powers that may confer on any person, determining in each case the power to confer. The permanent delegation of any power of the Board of Directors on the Executive Committee or one or more Managing Directors and the appointment of the manager or managers who are to hold such offices to be valid, the affirmative vote of two thirds of members of the Board and do not take effect until entry in the Register. In no event shall be subject to accountability delegation and the presentation of balance sheets at the General Meeting, or the powers that are given by the Board, except as expressly authorized by it. Shall be prohibited from holding office in the Society and where necessary, to exercise those found inconsistent state law or applicable regional, as well as they fall within the prohibitions of article 124 of the Act
"Title IV. Fiscal Year, Financial Statements and Liquidation in cases of exclusion, separation, inheritance and forced transfers. Article 26.-
Social Practice. " The fiscal year covering the period between January 1 to December 31 of each year. Exceptionally, the first year shall commence on the date of execution of the deed of incorporation. "Article 27: Annual Reports." The annual accounts are governed by the provisions of the Act
Article 28: Fee settlement in cases of separation, exclusion and transmission mortis causa, forced or liquidation of community schemes any kind. The settlement fee paid to the appropriate professional partner or their causabientes in such cases shall be determined on the basis of the last annual balance sheet approved by the General Meeting society. In case of forced convection that quota in no case be less than the price of the auction.
"Title V. Dissolution and Liquidation.
Article 29 .- Dissolution and Liquidation. "The Company shall be dissolved on the grounds and in accordance with the procedure laid down in Articles 260 and following of the Act also dissolved for the cause of art. 4.5 of the Special Act. Who were managers at the time of the dissolution shall become liquidators, unless the General Board has appointed others to agree to dissolve. If there is an even number of those, the Board shall designate another person as liquidator to ensure that their number is odd. Once all the creditors or entered the amount of their claims against the Company and non-insured due, the company assets will be liquidated and divided among the shareholders pursuant to Act
"Title VI.
General Provisions Article 30 .- Specifications. "If the company earns one-man, is generally subject to the provisions of Articles 125 and following of the Law on Limited Liability Companies, pursuant to Article 311 of the Companies Act Limited.
"Article 31 .- Arbitration. All questions that may arise among members or between them and the society or administrators, including those relating to separation, exclusion and determination of the share settlement will be subject to arbitration under the rules governing the institution.
TO BE INCLUDED IN THE EVENT THAT YOU WANT THAT THE ACTIVITIES OF PROFESSIONAL PARTNERS ARE PRIVILEGED (Article Concerning social capital).
shares founders professional partners, by virtue of being, have the character of PRIVILEGED, in accordance with Article 10 of Law 2 / 2007 and Art. 50 of the Corporations Act, giving the holder the right to collect together and preferentially over other actions, if any, existing ten percent (10%) of net profit on an annual basis and indefinite, once all care provided in the Act and these Regulations. The company is obliged to declare the distribution of dividends if any distributable profits. If in any year there were no distributable profits, the dividend preference of these preference shares will accrue to the corresponding receive preferential dividend in the first year where there distributable profits. Maximum accumulation occurs preferential dividends of three fiscal years. Received the preferred dividend, preference shares shall be entitled to the same dividend as ordinary shares. These may in no case receive dividends from profits of a year, until it has satisfied the preferred dividend for the financial year.
'ASSOCIATION OF PROFESSIONAL CORPORATION "......",. "" Title 1. Title, Purpose, Domicile and Duration of the Company. Article 1 .- Company name. "The company will be called "....." Professional Corporation. It is governed by this Constitution and in matters not covered by them, by Act 2 / 2007 of Professional Societies and in his absence by the Consolidated Companies Law of December 22, 1989 and complementary legislation.
"Article 2 .- Social Object. Its corporate purpose is the professional activity characteristic of "......". The social order can develop through their participation in other professional societies.
"Article 3 .- Address. "......" Be the body responsible for the creation, deletion or removal of the board offices.
"Article 4 .- Duration and Commencement of Operations." The company will start its operations on the day of execution of the deed of incorporation and its duration is indefinite.
"Title II. Social Capital and Shares.
Article 5 .- Social Capital and Shares. "The share capital is represented in "......", by "....." shares, nominative, a par value each, fully subscribed and paid twenty-five percent (25%), numbered from one to the inclusive ....., . The remaining capital will be paid by contributions in cash, within 18 months from the articles of association. The constituent stocks of social capital are represented by registered certificates. These securities, which may be multiple, be signed by two members of the Board of Directors. The shares will be two classes: Those belonging to the professional members numbered from one to the ... and actions of members not professionals, numbered from ... to ... inclusive.
"Article 6: ancillary benefits. Professional members, holders of shares of this class are required to perform ancillary services for the company, full time, and with the particular content of their work. Also be required not to perform professional services within its jurisdiction on behalf of itself and persons 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 corporate purpose, specialization, seniority in the exercise of the profession and clients, 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 legal persons outside the company, will cause social exclusion, in terms of art. 14.1 of the Special Act. Article 7.Transmisión
Shares of non-professional partners. " The transfer of shares of non-professional members will be subject to the following restrictions: intervention. In cases of acts inter vivos transmissions will be free transmission if carried out on behalf of parents, children or the spouse of the transferor or for other professional partners. In this case, change the nature of the actions of non-professionals will become professionals. They will also be free transfers of shares whose ownership belongs to a company and are made for his company dominated or dominant within the meaning of Article 4 of the Securities Exchange Act, including transactions between any Group Company, provided that in the event that the acquiring company ceases to be a member of the Group, before leaving it, transmit its shares of the Company to another member of the Group. Out of the above, shareholders, preference for professionals have a preferential right to acquire shares that are to be transmitted by any act inter vivos, whether for profit and value, in proportion to the number of actions that legitimately belong to them respectively of the Company. In the case of fractions remain indivisible, will be awarded full shares from those shareholders who have made the use of the preferential right of acquisition proving entitlement to a larger fraction. If not acquired the shares in whole or in part by other shareholders, those not covered may be acquired by the Company, within the limits and according to the requirements of Article 75 of the Act Corporations. For these purposes the shareholder professional who wants to sell, assign or otherwise dispose of or transfer by acts inter vivos, whether for reward or profit, all or part of the shares is legitimate holder, to persons other than those mentioned in the first and second paragraph of this Article shall: (a) Notify the Social Administration convincingly, in the domicile of the Company, indicating the number of shares or other securities giving the right to subscribe to stream, its number, price, payment terms and buyers. (B) The Directors of the Company, within fifteen (15) calendar days after receipt of the letter, shall forward the offer for sale to other shareholders, through burofax to the address of the same recorded in the Register of Shares. (C) Shareholders who wish to acquire the shares or securities offered, should indicate this by notifying the administration office within fifteen calendar days following receipt of the notification. They should express their interest in acquiring a larger number of shares if other shareholders waive their right of first refusal, partly or wholly, being recognized proportionately the right of accretion. (D) If the lists in the sale price will be made, on behalf of shareholders who have expressed their desire to acquire the shares or securities offered in proportion to the shares of the Company possessing the time of making the sale, with preference for professional partners and only in the absence of such a non-professional members. In the event that any shareholder is unwilling to acquire the shares offered or expressed desire to acquire a smaller number that would correspond to the remaining shareholders if they manifest buyers can purchase the surplus in proportion to their participation in Social Capital. In case of disagreement with the stock price or in the case of transmissions expensive, the price will determined in the manner set out in art. 64.1 of the LSA. (E) In case the bids submitted by shareholders not cover the whole of the shares offered for sale, or if no shareholder indicated its desire to acquire at the deadline for Thus, if the Administration considers that the acquisition of shares by the purchaser designated by the selling shareholder may create a serious injury to the Company, may convene in the terms set forth in these Bylaws to shareholders for holding the Extraordinary General Meeting in which it decides whether to proceed by the Company to the acquisition of the shares offered, formal compliance with the provisions of the Corporations Act for the acquisition of shares by the Company. The deadline for exercise as provided in the preceding paragraph shall be forty-five (45) calendar days from the last day of the period within which shareholders can express their desire to acquire the shares. (F) After a timely manner as above, the bidder shareholder will receive a certificate issued by the Administration in which the result will be notified of the offer received, enabling him to sell his shares to the shareholder who has exercised his right of acquisition Preferred, or to the Company or Finally the buyer stated in its bid for the price indicated therein. This certification will be valid six months from its issue. After this period must be reiterated the procedure outlined in this article. Mortis
causes and persons related to the shareholder. For transmission mortis causa of the shares, shall follow the procedure provided in the "inter vivos", running time since the heir to communicate the acceptance of inheritance. In such cases, shall apply paragraph 1 of Article 64 of the Companies Act. If the purchaser or contractor was one of the persons who may be transmitted between living freely in accordance with paragraph shall be valid transmission at no extra cost and subject to the provisions therein. Forced Air shares. The same right of first refusal regulated in the "inter vivos" of this Article shall apply in case of acquisition in judicial or administrative process execution, beginning the calculation of time from the time the highest bidder or contractor to provide acquisition Directors, with respect in this case, the provisions in paragraph 2 of Article 64 of the Companies Act. If the purchaser or contractor was one of the persons who may be transmitted freely according to "inter vivos" valid transmission at no extra cost and subject to the provisions therein. General
. (A) In the event that changed the terms and conditions of the tender offer should be made another offer by following the steps mentioned in the "inter vivos" in this article. (B) All references to alienation transmission also apply to any other kind of act or contract to transfer or subscription of shares. (C) The preferential right of acquisition is covered in this article also apply in cases of transfer of own shares by the Company, but not to purchases of treasury stock to perform it. (D) All references to the transfer of shares are also applicable to any securities or rights entitling to the subscription or purchase of shares. The Company does not recognize any transfer of shares and subscription rights or other securities convertible into shares in violation of the provisions of this article.
Article 8. Transfer of shares of professional partners. The shares held by the professional members shall not be transferable inter vivos, unless the consent of all the professional members, expressed at the General Meeting, which Directors must convene within 15 days for this purpose and for its conclusion in the next two months. After obtaining such consent, the rules of the preceding article, but the right of preference may only be exercised by other professional partners in society. If no professional partner exercises its rights may be society itself to acquire such shares to amortize after capital reduction, subject to the provisions of Article 4.5 of the Special Act. To this end, the board, once completed and implemented all procedures are appropriate under the previous rules in Within one month shall convene a general meeting for that purpose. The transfer of shares of deceased professional partners or compulsory, or as a result of the dissolution of a community scheme, including the liquidation of the conjugal partnership shall be free, except for refusing to broadcast professional members representing at least Most of these partners bearing capital. In these cases, pay the appropriate fee payment. If the professional members are not opposed to the transmission and the purchaser of the shares not held by the professional quality of relationship with the object of society, and as a result of the transfer fees are violated under in the art. 4.2 of the Special Act, such situation shall be rectified within three months, without prejudice to the possible dissolution of the company. For this purpose the board will convene a General Meeting to be held no later than three months, and the Board may be taken, or the dissolution of the company, or an increase or decrease of social capital to regularize the proportion capital for professional and amateur, in the terms stipulated in art. 4. 2 of the Special Law. In this capital increase, if any, may use the system provided for in art. 17.1 b) and c) of the Special Act.
"Article 9 .- Usufruct Share. "In the case of usufruct of shares, the status of membership lies in the bare owner, but the usufructuary shall, in any case, the dividends declared by the Company during the usufruct. The usufructuary is obliged to provide the bare owner to exercise their rights. In relations between the usufructuary and bare owner governed as determined by the instrument creating the usufruct; in his absence, the provisions of the Act and, additionally the Civil Code. In any case, the beneficial owner of shares professionals will hold any political rights in society.
"Article 10: Action Items. "If shares are pledged to the owner of them the exercise of shareholder rights. If the owner of the shares breached the obligation to pay capital, the pledgee may fulfill this obligation whether or proceed to the completion of the garment.
"Article 11 .- Actions Embargo:" In case of actions but observe the provisions contained in the preceding article, provided that this is possible and not incompatible with the specific rules of the embargo.
"Title III. Social Bodies
Article 12: Organs of Society. "The governing bodies of the Society are: (a) The General Meeting of Shareholders. (B) The Council Body.
of the General Meeting.
"Article 13 .- Notice and Order of the General Meetings." Call. General Meetings are convened by the Board of Directors, by notice published in the Official Register and in one of the largest newspapers in the province where the Company has its registered office, with at least one month before the date set for the meeting. The announcement shall state the nature of ordinary or extraordinary, the date and venue and all matters to be discussed. It may also state the date on which, if necessary, will meet Board at the second call. Between the first and second meeting should mediate, at least within twenty-four (24) hours. The Governing Council shall also convene it when requested by shareholders who own at least 5 100 of the capital, stating in the request the items to be discussed at the meeting. In this case, be held within thirty (30) days from the date of any notarial request to convene the Governing Body. If in this case the Board can not be held as a matter of Universal within 30 days shall be extended for 15 days. As regards the judicial notice of Together, they will be provided in the Act - Constitution: The General Meeting or Extraordinary, shall be validly constituted on first call, when the shareholders present or represented holding at least 25 100 of the subscribed capital to vote, and second call, irrespective of concurrent capital. However, for the General Meeting or Extraordinary, to validly issue bonds, increase or reduction of capital, transformation, merger or division of the Company and, in general, any amendment to the bylaws, will be needed on first call, the attendance of shareholders present or represented holding at least 50 per 100 of the subscribed capital with voting rights. In the second call for 25 100 of the capital are exempted from the above provisions the agreement on the exclusion of members for the reasons provided in Art. 14 of the Special Act. In these cases to the Board shall be validly constituted on first call will need to assist members representing at least three quarters of social capital and second call two-thirds of the capital. In both cases the agreement be adopted by at least a majority of social capital, including the majority of that majority vote of the professional partners. The approval of annual accounts and the agreement on the final distribution of benefits must be approved in the terms stipulated in art. 10.2 of the Law 2 / 2007, as set out in art. 18 of these same statutes.
The General Meeting shall be deemed in any event and validly convened to hear and determine any matter, provided it is present or represented throughout the capital and the participants unanimously agree to its conclusion.
"Article 14 .- Persons entitled to attend Meetings. "They are entitled to attend and vote at General Meetings and Ordinary and Extraordinary shareholders holding shares that are entered in the Book Registered Shares Register of five (5) days prior to the date on which the Board held berry and hold shares through a public document evidencing its regular procurement of whom appear in the Register as the holder.
"Article 15 .- Assistance and Representation." Any shareholder entitled to attend may be represented at the Meeting by another person, even if not a shareholder. Exceptions to this rule which professional shareholders may only be represented on the board by other shareholders of the same class. The proxy must be in writing and specifically for each Board, pursuant and to the extent provided in the Companies Act. Restrictions on the representation, unless the shareholders professional shall not apply if the representative is a spouse, ancestor or descendant, or even when one has a general power conferred by public deed with the authority to manage all assets of the represented national territory. Representation, even granted by the public shareholders, may be revoked and the personal attendance of the Board shall have represented the revocation.
"Article 16: Right to Information." Until the day before that planned for the celebration of , Shareholders may request the Directors, about the matters contained in the agenda, information or clarifications they deem necessary, or make any written questions they deem appropriate. The Directors are obliged to provide information in writing until the day of the General Shareholders' Meeting. During the General Shareholders' Meeting, the shareholders of the company may verbally request information or clarification they deem appropriate regarding the matters on the agenda and, if not possible, to satisfy the shareholder's right at that moment The Directors are required to provide such information writing within seven days of the completion of the Board. The Directors are obliged to provide the information requested under the two preceding paragraphs, except in cases where, in the opinion of the Chairman, publication of the requested information would prejudice the interests. There shall be no denial of information when the request is supported by shareholders representing at least a quarter of the capital.
"Article 17 .- Officers of the General Board." At General Meetings of all kinds-except where the court convened, will act as Chairman and Secretary who occupy these positions within Governing Council. In his absence, the shareholders will occupy those positions appointed at the beginning of the meeting by the shareholders attending the meeting. The President addressed the meeting and resolve regulatory questions that arise. The Secretary may be a person not a shareholder, in which case it will have voice but no vote.
"Article 18 .- majorities for the adoption of agreements." A) General Rule: The resolutions of the Board shall be adopted by the affirmative vote of a majority of the capital present or represented. However, when shareholders representing less than 50 100 of the subscribed capital with voting rights, agreements relating to the matters referred to Article 103 of the Corporations Act, require for their affirmative vote of two thirds of the capital present or represented at the Meeting. B) Special Rules: as noted above for the exclusion of professional partners. Likewise, the company's annual accounts, including the final share of profits, shall be approved, both the first and second call, by an absolute majority of share capital, must be included in this majority, the majority of the voting rights of professional partners. Therefore, in these cases the minimum quorum for the constitution of the General Meeting shall, on first call, the seventy-five percent of total capital social and seventy percent of the capital belonging to professional partners and second call to sixty percent of the share capital and fifty-five percent of the capital of professional partners.
"Article 19 .- Acts of the Board." Resolutions of the General Meeting shall be entered in the minutes, which will extend or transcribed in the Book of Records. The minutes may be approved by the General Meeting or, failing that, within fifteen days by the President and two controllers, one acting on behalf of the majority and other minority. The minutes approved in either of two ways enforceable from the date of approval. Administrators may require the presence of a notary to take the minutes of the Board and shall do so if, five days before the set for the holding of the Board, upon request of shareholders representing at least one share capital. The certificates shall be issued by the Secretary of the Board of Directors and, in his absence, the Deputy Secretary with the approval of the President or, failing that, the Vice President. The formalization in public instrument of social arrangements applicable to persons designated by Rule 108 RRM.
"From Social Administration.
Article 20 .- Composition of the Board of Directors. "The Company shall be managed, governed and represented with the broadest powers in law to proceed, except those pertaining to the General Meeting pursuant to the Act and these Bylaws, by a Board of Directors composed of at least three (3) and a maximum of fourteen (14) members. Three quarters of the Directors must be professional partners. For this calculation, three-quarters of Professional Counselors will be determined by excess.
"Article 21 .- Term of office. "The appointed directors shall serve for a period of six (6) years without prejudice to his re-election and the power of the General Board to proceed at any time and moment to the removal of the same in accordance with the provisions of the Act and these Bylaws. If during the term for which directors were named there are vacancies, the Council may appoint persons shareholders are to occupy until the meeting of the first General Meeting. If the vacancy outside professional advisers appointed to cover the shareholder must hold the same quality.
"Article 22: Powers of the Board of Directors. "It is for the Board of Directors, representation and the supreme direction and administration of the Company in or out him, of all acts covered by the object as defined in these Bylaws, as well as those activities required by the Act and these Articles and without prejudice to the activities specifically reserved for them at the AGM.
"Article 23 .- Remuneration of the directors' fee paid: The remuneration of the board consist of a fixed amount in cash determined by the Annual General Meeting. That remuneration of directors resulting from membership of the Governing Body will be compatible with other professional or employment, if any, apply to the Director by any executive or advisory roles to play in the Company or its ancillary services. The remuneration shall be deemed established for each year of twelve months. Consequently, if a fiscal year out of one length of less than twelve months, the amount of remuneration shall be reduced proportionately. Establishment of remuneration shall be deemed in arrears, so that the remuneration of each Director shall be proportional to the time that the manager has exercised his office during the financial year for fixing the remuneration. The remuneration is determined in meeting held at any time before the end of the year. The Board which shall determine the remuneration payment rules. However, in the absence of express agreement to respect the following rules apply: a) The payment for the fixed payment shall be made monthly in arrears, within 5 days early days of the calendar month following that in which it became due the compensation in question, b) while the general meeting does not fix the remuneration for a given year, apply the latest pay monthly agreed, the remuneration thus collected will be regularized, either upward or downward, within the first 5 days of the calendar month following that in which the general meeting approve the allocation for the year fixed in question. The general meeting may graduate the compensation you have to perceive each of the managers in terms of their belonging or not to delegate bodies and their overall dedication to the Company's management.
"Article 24 .- Appointment of positions on the Board of Directors." The Board shall appoint from among its members the President and may appoint if they agree to a Vice President to replace in case of vacancy, absence or illness . Also designate the person holding the office of Secretary. To be appointed as President or Vice President shall be the designated person is a member of the Board of Directors and professional partner, circumstances are not required in the person appointed to hold the post of Secretary, in which case it will have voice but no vote. Also be appointed secretary of the Board a person who does not hold a Director, to replace the Secretary in his absence, for any reason, or of a vacancy or illness.
"Article 25 .- Operation of the Board of Directors. 'The power to convene the Council is for its Chairman. The Council shall meet whenever requested by a counselor or resolved by the President or his substitute, who is responsible for convening. In the event that the request of a director, the President may not call delay beyond a period of ten (10) days from the date of receipt of the request. After that time, the counselor who requested the meeting may be convened by the Council if the President has not complied with his request. The call shall be given by letter, telegram, fax, or email. In the latter case it is required that the Director has notified, and so recorded in the archives of the society, an email address for notifications. The call was addressed personally to each member of the Governing Council at the address indicated in his appointment or, in case of change, has notified the Company or designated email address, before he made the actual call of the Council. Valid Council meeting without prior notice when, while meeting all its members, decided unanimously to hold the meeting. The Board shall be validly constituted when the meeting present or represented more than half of its members. The counselor may not be represented at meetings of this body by another counselor. The representation of professional counselors may relate only to other professional advisors. Proxies shall be by letter addressed to President. The Chairman opened the meeting and lead the discussion of issues, granting the floor and also to provide news and reports on the progress of social affairs to the members of the Council. Unless the law establishes a greater majority, resolutions are adopted by absolute majority of the directors present at the meeting. The vote on the resolutions in writing without a meeting, will expire if no director objects to this procedure. Board resolutions shall be entered in the minutes, which must be approved by the organ at the end of the meeting or the next. The minutes shall be signed by the Deputy Secretary of the Board or with the approval of the person acting on it as President. The minutes were transcribed in the Book of Acts. The Board may appoint from among its members an Executive Committee or one or more Managing Directors, which should always be professional partners, without prejudice to the powers that may confer on any person, determining in each case the power to confer. The permanent delegation of any power of the Board of Directors on the Executive Committee or one or more Managing Directors and the appointment of the manager or managers who are to hold such offices to be valid, the affirmative vote of two thirds of members of the Board and do not take effect until entry in the Register. In no event shall be subject to accountability delegation and the presentation of balance sheets at the General Meeting, or the powers that are given by the Board, except as expressly authorized by it. Shall be prohibited from holding office in the Society and where necessary, to exercise those found inconsistent state law or applicable regional, as well as they fall within the prohibitions of article 124 of the Act
"Title IV. Fiscal Year, Financial Statements and Liquidation in cases of exclusion, separation, inheritance and forced transfers. Article 26.-
Social Practice. " The fiscal year covering the period between January 1 to December 31 of each year. Exceptionally, the first year shall commence on the date of execution of the deed of incorporation. "Article 27: Annual Reports." The annual accounts are governed by the provisions of the Act
Article 28: Fee settlement in cases of separation, exclusion and transmission mortis causa, forced or liquidation of community schemes any kind. The settlement fee paid to the appropriate professional partner or their causabientes in such cases shall be determined on the basis of the last annual balance sheet approved by the General Meeting society. In case of forced convection that quota in no case be less than the price of the auction.
"Title V. Dissolution and Liquidation.
Article 29 .- Dissolution and Liquidation. "The Company shall be dissolved on the grounds and in accordance with the procedure laid down in Articles 260 and following of the Act also dissolved for the cause of art. 4.5 of the Special Act. Who were managers at the time of the dissolution shall become liquidators, unless the General Board has appointed others to agree to dissolve. If there is an even number of those, the Board shall designate another person as liquidator to ensure that their number is odd. Once all the creditors or entered the amount of their claims against the Company and non-insured due, the company assets will be liquidated and divided among the shareholders pursuant to Act
"Title VI.
General Provisions Article 30 .- Specifications. "If the company earns one-man, is generally subject to the provisions of Articles 125 and following of the Law on Limited Liability Companies, pursuant to Article 311 of the Companies Act Limited.
"Article 31 .- Arbitration. All questions that may arise among members or between them and the society or administrators, including those relating to separation, exclusion and determination of the share settlement will be subject to arbitration under the rules governing the institution.
TO BE INCLUDED IN THE EVENT THAT YOU WANT THAT THE ACTIVITIES OF PROFESSIONAL PARTNERS ARE PRIVILEGED (Article Concerning social capital).
shares founders professional partners, by virtue of being, have the character of PRIVILEGED, in accordance with Article 10 of Law 2 / 2007 and Art. 50 of the Corporations Act, giving the holder the right to collect together and preferentially over other actions, if any, existing ten percent (10%) of net profit on an annual basis and indefinite, once all care provided in the Act and these Regulations. The company is obliged to declare the distribution of dividends if any distributable profits. If in any year there were no distributable profits, the dividend preference of these preference shares will accrue to the corresponding receive preferential dividend in the first year where there distributable profits. Maximum accumulation occurs preferential dividends of three fiscal years. Received the preferred dividend, preference shares shall be entitled to the same dividend as ordinary shares. These may in no case receive dividends from profits of a year, until it has satisfied the preferred dividend for the financial year.
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