BYLAWS – Fundacion Silogiat

CHAPTER I. GENERAL DISPOSITIONS.

ARTICLE 1

The denomination of the association shall be: FUNDACION SILOGIAT, to be followed by the words Civil Association or its abbreviation AC. Henceforth, in these Bylaws shall be called “the Foundation”.

ARTICLE 2

Its company object non-profit, is relied primarily on social and community support in all regions of the State of Veracruz, promote education in business, international trade and logistics movements generate support for low-resources, help grow vulnerable economic sectors giving educational materials and resources, but most without limitation may:

Protect the dignity, freedom and rights of every individual, promoting fraternal behavior between them.
Avoidance of discrimination of any kind either sex, race, religion, political status, birth and otherwise, through talks and conferences and providing education in schools to avoid such situations.
Protect the life, liberty (preventing human trafficking and slavery) and safety of people.
Protect the recognition of juridical personality.
Protect law enforcement fairly and that the law protection applies to individuals.
Preserve and protect free transit from one country to another individual.
Protect the family.
Protect private and collective properties.
Protect the freedom of speech and expression, thought, conscience, religion, freedom of assembly and of pacific associations, to social security.
Find ways of providing jobs to people in need and may interact with all kinds of individuals or legal entities, and provide protection in workplace issue.
Protect the rights of pregnant women regarding the employment aspect or at any other they need it.
Ensure education in low-income sectors, whether minors and / or education for adults, up to primary level.
Provide cultural activities of all kinds of arts.
The attention to basic subsistence in terms of food, clothing, housing, health, education, people with limited resources and in sport, culture and conservation of the environment, in order to progress in overcoming the lags that limit their use development from the potentialities of the population and its incorporation into the municipal, state and federal development.
Improve basic food and nutrition levels of rural and urban poor, endeavoring to maintain the minimum standards in terms of caloric intake and protein terms with prioritizing care for children and breastfeeding mothers.
Improve the health status of rural and urban populations of people with limited resources, ensuring full coverage of the services of primary health care with homogeneous basic quality, meeting the priority problems and determine factors causing damage to health.
Improve education levels in rural and urban communities of low resources to expand coverage and efficiency in accordance with regional requirements and socio-cultural characteristics.
Improve the conditions of rural and urban housing for people with limited resources, equipment and productive use of family plot according to regional and cultural conditions promoting the use of appropriate technologies and building systems with local materials labor of beneficiaries.
Reduce the deficit of potable water and sewerage to benefit people with limited resources in rural and urban communities, inducing their participation in the building of maintenance and operation, primarily addressing critical areas.
Promote the improvement of ecological balance and environmental preservation, through the rational use of natural resources based on the direct involvement of communities and settlements in reforestation practices, restoration of vegetation cover, soil conservation and water to prevent degradation and pollution, contributing to the recovery and preservation of protected natural areas.
Legal Assistance to people with limited resources for the protection of the rights of minors, as well as giving assistance of that nature to elderly, disabled, farmers, and single mothers, same to be provided by attorneys at law, free of charge and to visit them at home who requires it.
Research and formulate projects for training and technical assistance, organizing fairs and exhibitions organized for the benefit of solidarity groups that have potential for development of productive projects with programs limited to financial institutions, public, private or other institutions or access to government programs.
The promotion of organized participation of the population in actions to improve their own living conditions for the benefit of the community whose sole condition is to be underpriviledged, helping to improve the quality of life of families in precarious economic resources of neighborhoods, promoting education job training, planning and organizing community production projects in order to increase family income and support the activities of the association and promote the values of civic education.
Coordinate with other institutions and civil society organizations similar objects to unite efforts and optimize resources.
Receive contributions, taxes, transfers, donations, grants and other support in kind or in money from individuals or corporations or government agencies and international organizations.
Obtain tax deductible donations.
Hold acts and contracts permitted by law that relate or are necessary for the execution of the aims of the association.

Also the association shall aim for:

Giving financial support to entities authorized to receive tax deductible donations in terms of the Law of Income Tax issued to the United States of Mexico, with the aim that these entities donees use the financial support provided to them in the achievement of their own social order, ensuring that these contribute financial support to projects that promote social development.

The partnership will seek to financially support the entities mentioned above, whose social object is headed in the healthcare area, whose beneficiaries are individuals, sectors and regions of limited resources, which help in bringing attention to basic requirements, such as food, clothing, shelter, education, medical care, counseling, job training, legal assistance in the protection of their human rights and all those aids which result in the incorporation of skills to access better living conditions.

The partnership will seek to fundamentally support the entities authorized to receive donations in terms of the Law of Income Tax, engaged in teaching and scientific or technological research; the promotion and dissemination of music, visual arts, performing arts, dance, literature and architecture.

The association will monitor through its administrative bodies that financial support granted by the entities authorized to receive tax deductible donations in terms of the Law of Income Tax, be applied by donees favored with them in projects which they were intended.

The Association may also develop, as part of its corporate purpose, programs and activities proper to which beneficiaries are individuals, sectors or regions with limited resources, aimed at:

Attend basic subsistence requirements in food, clothing or shelter.
Develop socially oriented activities, education, research or job training.
Promote public participation in actions to improve their livelihood for the benefit of the community.

ARTICLE 3

To achieve its social object, the Association may perform, among others, the following activities:

Manage, obtain and administer human, financial and material resources, both national and international, public and / or private sources.
Perform events, campaigns or any other activity in order to raise funds to be applied in achieving its objects.
Assess and monitor project management.
Collect, research, publish and disseminate data, information and related social order materials.
Promote cultural cooperation and international relations in the attainment of its objects.
Promote and disseminate cultural and literary activities and support activities of education and research to promote knowledge and general culture.
Organize courses, conferences, seminars and training workshops and training to meet its objects.
Organize events, courses, conferences for the participation of the community to fulfill its objects.
Acquire, sell, purchase, possess, sell, lease and manage all kinds of movable and immovable property necessary for the Civil Association to fulfill its corporate purpose;
Manage and execute agreements, contracts and legal acts with the public sector or the private sector for resource generation and execution of projects that are necessary to fulfill the objects of the association.
Hiring, agree, record, edit and cancel credit institutions, or subsidiary bodies thereof and / or any other financial intermediary, deposit accounts, loans, securities, or other financial instrument and create, modify or terminate trusts; in order to safeguard the assets of the association, to facilitate the operation, control and transparency in the management of resources for the Civil Association for the fulfillment of its objects, this does not alter the non-profit nature, and nature does not predominantly economic civil partnership.
Execute all other action that is convenient or consequential for the realization of its objects.

ARTICLE 4

To achieve its goals, the Foundation may:

a) Receive all kinds of consulting services and advice.
b) Receive contributions, gifts, grants or any other support in cash, securities, rights, goods or services, public, private and social sectors.
c) Buy, sell, lease, manage and generally negotiate in any way with the goods that make up the assets, within the limitations established by law.
d) Register, transfer and decide, in any form, copyrights, and
e) Do all acts, agreements and contracts directly and indirectly permit the attainment of the objectives of the Foundation.

ARTICLE 5

The address of the Foundation will be in Veracruz, Ver., but may establish branches, representations or delegations anywhere in the country.

ARTICLE 6

The duration of the Foundation is indefinite. It may only be dissolved in the cases provided in Chapter VIII of this ordinance.

ARTICLE 7

The fiscal year of the Foundation shall be one year, beginning January 1 and ending on December 31 of each year.

ARTICLE 8

The Foundation is a Mexican civil partnership; in that virtue any foreigner who acquires an interest or participation in the Foundation will be considered for that fact as Mexican respect of such share or interest and should be understood to not invoke the protection of their government under penalty, for failure to commitment, losing such interest or participation in favor of the Mexican Nation.

CHAPTER II. PATRIMONY

ARTICLE 9

The assets of the Association will be devoted entirely to the ends of the objects of the Association and shall consist of the following:

For annual fees which amount shall be established by the Assembly, as well as voluntary contributions in cash or in kind from partners.
For the financial donations and / or in kind, provided by third parties or institutions of national and international sources to support the achievement of the purposes of the Foundation.

III. By perceptions arising from events and promotions carried out in order to obtain resources for carrying out its objects.

On the yields and profits, equity investments of the Foundation, including real estate.
For the movable and immovable property acquired by the Foundation in any capacity and necessary for the realization of its objects.
For any other income that is linked to its corporate purpose and can legally receive the Foundation.

ARTICLE 10

The assets of the Association, including public support and encouragement received, shall be used solely for purposes relating to its objects, not distributed among its members the remnants of the support and encouragement you have received, nor may grant benefits on the remaining distributable to any individual members or their physical or moral, except individuals in question, in the latter case, some moral person authorized to receive deductible donations in terms of the Law on Income Tax or the case of the remuneration for services actually received. THE PROVISIONS OF THIS SECTION SHALL HAVE IRREVOCABLE CHARACTER.

CHAPTER III. ASSOCIATES

ARTICLE 11

The Foundation shall be composed of Associates to be integrated, being able to the same be physical or moral, public or private, domestic or foreign, which are eligible as associates in the terms set forth in these bylaws and are interested in collaborate in achieving its objectives.

The quality of associate is not transferable.

The Foundation may grant awards to individuals and corporations to support it in achieving its aims, or highlight his public fame in conducting activities related to the objects of the association, or their direct support in these areas. People to be recognized and shall be part of the Honorary Frame Foundation, without acquiring the rights or obligations as partners.

ARTICLE 12

For the category of associate is required:

Being invited by an Associate to participate actively in achieving the aims of the Foundation.
Submit application to the Associates Assembly, expressing their desire to actively participate in the Foundation and agrees to comply with the resolutions of the General Assembly and the bylaws.
To be admitted as an Associate by the General Assembly.

ARTICLE 13

Members will have the following rights:

Attend and participate in the General Assembly of Associates, with voice and vote.
Submit proposals, initiatives, studies, reports and propose projects related to the purpose of the Foundation.
Participate in the activities of the Foundation.
To be eligible for any of the elected offices of the Foundation.
Ensure that the fees and, in general, the patrimony of the Foundation, are devoted to the purpose that it is proposed, for which it may examine the books and other papers of this.
Propose new partners in terms of the Tenth clause in these Bylaws.
All other stipulated by law or these Bylaws.

ARTICLE 14

The duties of the Associates will be:

Obey the resolutions of the General Assembly of Members, the present bylaws and regulations issued by the Foundation.
Provide the Foundation all of the reports it may require for statistical purposes or for the attention of any general or particular problem that is related to the object of it.
Contribute to achieve the purpose of the Foundation.
Regularly attend meetings they are summoned.
Perform charges and work commissions which gives them the General Assembly of Members.
Pay the ordinary and extraordinary fees if agreed by the General Assembly of Members.
Refrain from developing any activity or action whose purpose would defeat the object of the Foundation.
Other established by these bylaws.

Members of the Foundation shall have the right to separate from it, notice given two months in advance.

ARTICLE 15

Members may be excluded from the foundation, by resolution adopted by the General Assembly of Members, when any of these assumptions is updated:

For unjustified breach of the agreements of the General Assembly of Associates.
For unjustified breach of committees or commissions that make them the General Assembly of Associates.
By performing behaviors that result in prejudice to the Foundation, in its credibility or public prestige and heritage.
For acts contrary to the purpose of the Foundation or oppose or hinder the realization.
By not actively participate in achieving the goals of the Foundation, according to the General Assembly of Associates.

ARTICLE 16

The exclusion of partners may be raised by the Directive Council to the Assembly, which will decide on the specific issue. To the exclusion of any partner will be necessary that it be approved by three-fourths of the General Assembly of Associates.

Associates who voluntarily separate or are expelled will lose all right to be social.

CHAPTER IV. GENERAL ASSEMBLY OF ASSOCIATES

ARTICLE 17

The General Assembly of Associates is the supreme body of the Foundation and will be integrated by the partners of the same and may, therefore, take all the resolutions it deems appropriate in accordance with the Constitution and legal standards.

ARTICLE 18

The General Assembly of Associates shall meet at least once a year, preferably during the months of April or May, and the necessary times for the proper functioning of the Foundation and the achievement of its social purposes.

ARTICLE 19

The calls to the General Assembly of Associates shall be made by the Directive Council President of the Association. The calls shall contain the agenda, date, time and place of the meeting; be signed by the Directive Council President and submitted to the associates with fifteen calendar days prior to the date set for the same, which may be made in person, through messenger, by certified mail, and / or by electronic means at the address and data that each partner has registered Associates book that for such effect carries the Foundation.

ARTICLE 20

The Directive Council President shall convene Assembly of Associates when required by at least 5 percent of the associates

.ARTICLE 21

The Assemblies of Associates will be held at the address of the Foundation or the place that the Directive Council President determines, taking into consideration the convenience of the majority of members entitled to attend.

ARTICLE 22

When you have sent the notice, it shall be legally convened the Assembly of Associates, whatever the number of members attending.

The Assembly may be held without prior call when all partners attend.

ARTICLE 23

The Assembly of Associates shall be presided over the Directive Council President and shall serve as Secretary in the same, the partner designee. In the absence of the Directive Council President, the Assembly shall elect from among its members the person who will preside the Assembly and the Secretary of the name itself.

The Assembly will only deal with the issues in the agenda, its decisions shall be taken by majority of votes and shall be binding on all members, even those absent or dissenting.

The implementation of the resolutions of the General Assembly will be in charge of the Executive or Council or the partners specially designated for the specific case. The Assembly will only deal with the issues in the agenda, its decisions shall be taken by majority of votes and shall be binding on all members, even those absent or dissenting.

ARTICLE 24

Each member shall have one vote in the Assembly and in case of a tie, the Directive Council President of the Foundation shall have a casting vote; in the absence of the President, this authority is granted to the Secretary.

They may only exercise the right to vote in the Assemblies partners that are current in the payment of their dues and contributions.

ARTICLE 25.

The associates shall abstain from voting at General Assemblies, whereas:

In case of decisions which are directly concerned the associate, spouse, ascendants or collateral relatives within the second degree.
In the case of a member of the Directive Council and will solve issues related to the efforts of that body.

ARTICLE 26.

The General Assembly of Associates will solve the following issues:

Annual Report Management Board and balance of the Foundation.
Budget and annual work programs.

III. Fees and / or contributions from partners.

On the admission and exclusion of members.
On the early dissolution of the Foundation or extension longer than stipulated in the bylaws.
On the appointment of the members of the Directive Council in terms of these bylaws.

VII. On the revocation of appointments listed in the previous paragraph.

VIII. On the appointment of an External Auditor to practice auditing of the Foundation and submit its report to the General Assembly.

All matters relating to the implementation of the objectives of the Foundation or requiring a determination of the Assembly.
On other matters that are contained in the agenda or entrusted to the statutes.

ARTICLE 27.

In any meeting shall be recorded and shall be signed the President and Secretary who had served, an attendance list and all documentation related to the development of the session and the items to be discussed will be added.

To the Assemblies may also attend as listeners people invited by the Directive Council of the Foundation.

CHAPTEE V.- DIRECTIVE COUNCIL

ARTICLE 28.

The Foundation will be managed by a Directive Council appointed by the General Assembly of Members, from which a President, a Secretary, a Treasurer shall hold position for two years.

The members of the Directive Council of the Foundation continue to perform their duties even if the term for which they have been designated has finished while new appointments are designed or/ and those appointed not do not take up their positions.

In case of unjustified absence of any member of the Council to three sessions of it, he or she will lose the character that holds and will be replaced by an interim, elected by the Council, subject to ratification by the General Assembly. Such situation would not apply to the President who in his absence, will be replaced for the same by the Secretary in office, with all the duties, powers and inherent rights; whichever name in the next Assembly the member must replace the absent President and end of the period for which he has been appointed.

ARTÍCULO 29.

The associates propose, among them, people they consider appropriate to integrate the Directive Council.

ARTÍCULO 30.

The Directive Council members shall not be remunerated for their duties.

ARTÍCULO 31.

To conduct meetings or Council meetings the assistance of more than half of its members will be required and obtaining the quorum resolutions shall be valid. When the prescribed quorum is not obtained, the President or the

The Directive Council will meet periodically and may do so as often as its members consider appropriate. The meetings may be called interchangeably by the President or Secretary.

The Council Secretary or the person acting, will fix a new day and time for holding the meeting and its decisions shall be valid whatever the number of attending members.

Council votes are counted by most attendees, with the President having casting vote in the event of a tie, in the absence of the President that power will be of the vice-president.

All sessions or Council meetings shall be recorded in minutes to be entered in a special book and will be authorized by the President or the Secretary, or by those who have made their times.

ARTICLE 32.

The powers and duties of the Directive Council of the Foundation, will be the following:

1) To legally represent the Foundation before all judicial, administrative authorities and labor.

2) Ensure compliance with the purposes of the Foundation.

3) To convene, through its President, General Assembly of Associates.

4) Run the resolutions adopted by the General Assembly of Associates.

5) Propose at the request of the Assembly with the admission of partners Foundation, observing the provisions of these bylaws.

6) To propose to the Assembly the person or pleopled considered worthy of an honorary recognition from the Foundation.

7) Monitor the proper conduct of the administration and finances of the Foundation, establishing appropriate policies and guidelines for operation, for which they can draw support from professionals, technicians and administrative staff required under the Heritage Foundation.

8) Coordinate and monitor the funds of the Foundation and its deposit in a bank account.

9) Coordinate the existence and proper control of the books and / or administrative electronic systems, accounting, as well as those required by the treasury or administrative authorities; monitor payments and receipts of the Foundation; set policies to continue to fund programs to be undertaken by the Foundation; and review thevalued inventory of the assets of the Foundation.

10) Coordinate the preparation of the book of Associates Register, in which the general data, address and phone number will be registered.

11) To submit to the General Assembly of Associates for discussion and approval, the management report or annual balance.

12) Prepare budget revenues and expenditures for the next fiscal year of the Foundation and submit it to the General Assembly of Members for review and, where appropriate, approval.

13) Organize activities that are planned by the Foundation for the attainment of its objects, developing general and special campaigns which aim to raise funds for the Foundation;

14) Ensure that the financial support granted to the Foundation are applied in the projects for which they were intended.

15) Ensure that partners are current in the payment of their dues.

16) To appoint a General Manager and other officers as may be appropriate or necessary for the management of the Foundation and the attainment of its objects. Setting to make such appointments and contracts, functions, duties and powers of such officers shall, in any case observing the applicable regulations. 17) To appoint and remove freely in accordance with applicable law, the personnel working for the operation of the Foundation and agreeing hiring him related to his salary, hours, days off, etc.

18) Request and coordinate with government departments and other public or private agencies hearings, meetings and conventions necessary to achieve social purposes or for the proper functioning of the Foundation.

19) Report to the Assembly of Associates in respect of or serious breaches of the Bylaws or Regulations of the Foundation committed by partners of the same.

20) To issue regulations necessary to achieve the purposes of the Foundation.

21) Other powers, duties and rights established by the present statutes and provisions of the applicable law.

22) In general, perform all acts and contracts necessary for the proper functioning of the Foundation.

The members of the Directive Council shall be from the Foundation, general and special agents that require special clause according to law, without limitation for lawsuits and collections; the general structure for administrative acts; of trustees to exercise acts of ownership. This under Article 2554 two thousand five hundred fifty-four of the Federal Civil Code and the correlative articles of the Civil Codes of each of the States of the Republic. Illustrative and not limited to enjoy including the following powers.

To appear before individuals and all judicial or administrative authorities, civil, criminal, tax, administrative, military, work, either be from the Federation, Veracruz, State or City Councils, even for Boards of conciliation and Conciliation and Arbitration, representing the client in all businesses can sign all kinds of documents, instruments, proceedings, judicial acts and performances that are offered.
To promote and answer all kinds of demands, issues, procedures and judgments, whether voluntary, contentious or mixed jurisdiction, and follow through all its stages, instances and incidents to the final decision and exercise all the shares and rights.
To settle.
To engage in arbitration.
To absolve and articulate positions. Recuse.
To comply with the decisions of the authorities or bring against them, as they see fit, legal resources from.
To promote and withdraw the injunction and may also appear in person in the same as injured third party.
To receive payments.
To present charges and complaints in criminal matters, satisfying the requirements of on behalf grievance and may be necessary for prosecution of crimes and contribute to the action of prosecutors in the terms that the laws permit; and grant forgiveness when appropriate.
To waive issues, trials and appeals, even in the case of amparo.
To consent in scoring, registrations and cancellations in the Public Records.
The grant and subscribe all Credit Securities on the terms of the ninth article of the Law on Negotiable Instruments and Credit Transactions.
Of conferring general or special powers and revoke one or the other.
In general perform all acts and contracts necessary for the proper functioning of the Foundation.

The powers of administration and lawsuits and collections may be exercised jointly or severally for any member of the Directive Council of the Foundation prior written consent of the Council.

The power of domain and to grant and subscribe credit that holds the Directive Council of the Foundation is limited as follows: must be exercised jointly the Directive Council President and any other director thereof, prior authorization writing of the Directive Council. The powers of administration and lawsuits and collections may be exercised jointly or severally for any member of the Directive Council of the Foundation prior written consent of the Council.

In exercising the power to open accounts with credit institutions and / or investment, this power shall be exercised in jointly by the President and Treasurer of the Association; to deliver the checks related to them, that discretion is exercised in jointly by the President or the Treasurer of the Association together with another member of the Directive Council or the CEO, so be authorized in contracts concluded with those institutions, at least three firms as authorized in the bill.

ARTICLE 33.

Are duties and powers of the Directive Council President:

To exercise the legal and social representation of the Foundation of the Directive Council with the powers in Article 32 before.
Preside over meetings of the Directive Council, the General Assemblies of Associates and social and cultural activities of the Foundation.

III. Caring compliance with the bylaws.

Convene meetings of the Directive Council
To appoint special representatives or delegates.
Signing with the Secretary, the minutes of the meetings of the Directive Council and the General Assembly of Associates.

VII. Have a casting vote in case of a tie in voting within the Governing Council and the General Assembly of Associates.

ARTICLE 34.

The Secretary shall have the following powers:

Assist the Directive Council President in organizing General Associates Assemblies and meetings of the Directive Council.
Making the call to the Assemblies when appropriate and agreed by the Directive Council.

III. Keeping the minutes of the General Assemblies, as well as sessions of the Directive Council, with the assistance of the General Manager.

Reply to meetings of the Directive Council according to the president of it.
Taking charge of the correspondence of the Directive Council with the assistance of the General Manager.
Take care of the files related to the General Associates Assemblies and of the Directive Council, with the assistance of the General Manager.

VII. Attend the General Assembly and of the Directive Council meetings.

ARTICLE 35.

Correspond to the Treasurer the following powers:

Having custody of the funds of the Foundation.
Propose to the Directive Council, with the President, expenses and allowances to be allocated to employees of the Foundation.

III. Supervise accounting of the Foundation.

Propose warranty should give employees who handle funds belonging to the Foundation.
Report to the Directive Council on the status of payment of membership fees and submit for approval and the General Assembly of Associates the balance sheet, the income statement and the annual budget of revenues and expenditures.
Submit a written report to the Directive Council.

VII. Attend Associate General Assemblies and the meetings of the Directive Council

VIII. Provide the External Auditor documentation required.

CHAPTER VI.- MANAGEMENT.

ARTICLE 36.

The functions of CEO:

Running the actions agreed by the Directive Council.
Collaborating in the annual programs and other activities of the Foundation.

III. Managing the activities of the Foundation in accordance with the specific programs and budgets approved by the Directive Council. The president will be responsible of the Foundation support staff.

ARTICLE 37.

The Foundation shall seek hiring the services of an External Auditor, who, in addition to the functions and regulations to be observed in his professional performance, be prompted to perform the following functions:

Inspecting the books and records of the Foundation.
Role in reviewing and monitoring the annual balance sheet and income statement and rule according to law.

III. To request the Secretary of the Foundation to be inserted into the agenda of the Meetings of the Directive Council and the General Assemblies, the matters it deems appropriate.

When required, attend with voice but no vote at meetings of the Council.
Attend General Meetings to present the annual management report.

CHAPTER VII.- ADVISORY COUNCIL

ARTICLE 38.

The Advisory Council of the Foundation shall be composed of the presidents the Directive Council and by the people for that purpose are appointed by the General Assembly of Members. The Advisory Council shall have at least three members.

ARTICLE 39

The Advisory Council is responsible for proposing to the Directive Council the appointment of people considered worthy of no economic recognition by the Foundation and advise the Directive Council on matters relating to the objects of the Foundation.

ARTICLE 40

The President of the Advisory Council will summon its members when necessary, at least once a year. Decisions shall be taken by majority vote and shall be valid with a minimum presence of two of its members; The President shall have a casting vote in case of a tie.

CHAPTER VIII. DISSOLUTION AND LIQUIDATION OF THE FOUNDATION.

ARTICLE 41

The Foundation shall be extinguished:

By consent of the General Assembly of Associates.
Having completed the term fixed for its duration or having fully achieved the purpose of its founding.

III. By having become unable to perform the purpose for which the Foundation was established.

By decision of the competent authority.

ARTICLE 42

The Foundation will dissolve in the terms set by the Civil Code. The special session of the General Assembly of Associates agreed upon dissolution or recognize the cause of dissolution shall appoint one or more liquidators. Where appropriate, the liquidators will always act jointly, unless the General Assembly of Associates otherwise.

ARTICLE 43

The liquidators shall have the same powers and duties vested in the Directive Council. Accepted that is the charge for the liquidator, and registered in the Public Registry of Property and Commerce appropriate, the powers and authority of the Directive Council shall cease without revocation thereof is required.

ARTICLE 44

The Associates shall not have any rights to the assets of the Foundation, or the return of their contributions, which settled the Foundation, the assets of the Foundation shall be applied entirely to one or more entities authorized to receive deductible donations in terms of the Law on Income Tax, on the understanding that property acquired with public support and stimuli as well as in your case, the remnants of such support and encouragement will go to several institutions authorized to receive deductible donations the terms of the Law on Income Tax that are registered in the Federal Register of Civil Society Organizations. All settled in this provision shall be irrevocable.

DIRECTIVE COUNCIL

President: Augusto Manuel Guevara Mesa

Secretary: Jose Luis Valencia Montano

Treasurer: Jose Luis Valencia Montano

The Assembly unanimously approved the integration of the proposed Advisory Council, thanking each mentioned their willingness to work towards achieving the corporate purpose. Also those designated as the Directive Council members accepted their positions, protested his faithful and legal performance.

The Assembly expressly stated to the new members of the Directive Council that the powers and duties conferred upon them, are set forth in the bylaws, particularly in Article 32, same as reformed in this Assembly, has been transcribed in these minutes as well as all those who by law are entitled to.

NOMINATION OF THE ADVISORY COUNCIL

The Associates proposed and approved unanimously, for the integration of the Advisory Council to the following people, noting that those proposals accepted their nomination:

Case the third item on the agenda, the President expressed the need to appoint the members of the Advisory Council, in line with the reforms adopted in the bylaws.

President: Eber García García

Member: Vicente Veneroso Colorado

Member: Alma Moto Chagala

Member: Luis Arguello Gonzalez

Member: Jose Rodriguez Bolaños

The Assembly unanimously approved the integration of the proposed Advisory Council, thanking, each of the above, their willingness to work towards the Foundation. Also designees accepted their positions, protested his faithful and legal performance.

The Assembly expressly stated to the new Members of the Advisory Council, that the powers conferred upon them are set forth in the bylaws, particularly in Articles 41 and 42, same as reformed in this Assembly, has been transcribed in these minutes, and all those who by law are entitled to.