FIRST CHAPTER
FIRST – DESIGNATION:
This hereby constitutes a Civil Association, of Mexican Nationality, which shall be called “FRACCIONAMIENTO SAN JUAN COSALA RAQUET CLUB”, which name shall always be used followed by the words Civil Association or by the initials A.C.
SECOND – DISCLAIMER AGREEMENT
Future foreign members of the Association will be required by the Minister of Foreign Relations to consider themselves as Mexican nationals regarding their participation in the Association and their membership, as well as the effects, concessions, shares, or interests the Association owns, or the rights and obligations derived from the contracts of which the Association itself and the Mexican authorities are part, and shall not be entitled to invoke the protection of their own government for that very reason, under penalty of loss of the interests they may have acquired, to the benefit of the Mexican nation.
THIRD – OFFICIAL DOMICILE
The Association domicile will be located in the Fracc. San Juan Cosala Raquet Club, in the Municipality of Jocotepec, Jalisco.
FOURTH – DURATION
The duration of the Association shall be 99 years from the date of signing of this document.
FIFTH – CORPORATE PURPOSE
The corporate purposes of the Association shall be:
1. - To promote within the Fracc. San Juan Cosala Raquet Club, first and foremost, policies directed towards qualitative improvement of human resources and the creation of an environment that favors human relations, which promotes the fulfillment of the residents’ and owners’ needs and expectations, their greater participation in the improvement of public, sports, social and community services in general, teamwork, security in the Fracc., an environment of healthy coexistence, and the associates participation in the affairs of the Association
2. – To organize, with the support of the National Health and Security Advisory Councils, an intensive orientation and prevention program aimed at reducing substantially the current risk indices and to improve the security and hygiene conditions in the Fracc.
3. – To develop programs for the improvement of the ecological environment in the Fracc.
4. – To promote greater ties between the associates and the Association, and among the associates themselves, favoring harmony, dialogue and respect among them.
5. – To take charge of and furnish municipal services in the Fracc. San Juan Cosala Raquet Club, as well as the services of the Clubhouse, collecting in this case, from the owners of lots in the Fracc., and users in general, the contribution of dues which correspond proportionally for maintaining and providing said services, according to the agreement of the General Assembly of Associates, in this case with the assistance of the Municipal Treasurer of Jocotepec, and in the required economic way from which Municipal authorities, in terms of applicable law, in the manner it concerns the lending of services cited herein, the Association shall be considered a decentralized institution.
6. - To group in the classification of Members or Associates, all the lot owners of the Raquet Club and to be the organ of representation and defense of their legitimate rights.
To this effect, the lot owners of the Fracc. San Juan Cosala Raquet Club, by the simple fact of being such, are considered Associates, with all the rights and obligations set forth in this document, and will have especially the obligation for care of trees planted in the public areas, the surrounding ecology in the Fracc. and contributing proportionately to sustain the Municipal services and whatever other types the Association offers, on the terms agreed to by the General Assembly of Associates.
7. - The acquisition and possession of whatever legal title of all classes of movable and immovable assets, necessary, useful or advantageous for the success of these objectives.
8. - The execution of all acts and performance of all the contracts leading to the success of these objectives.
SECOND CHAPTER
SIXTH. - SOCIAL CAPITAL:
The Social Capital is indeterminate and will be formed with the resources and efforts which the Associates contribute to the realization of the common goals which constitutes their object, which never can have a preponderantly economic character, likewise with the contributions which by whatever judicial title third parties undertake in number or kind.
In any case the dues that are set shall be used exclusively for the purposes of the Association and in no case shall they be distributed for the use of the Associates.
The social shares cannot be issued to the order of the bearer, the social capital being divided into as many parts as there are Associates in the Association.
SEVENTH. - INCREASE IN SOCIAL CAPITAL:
The agreement of new contributions can be adopted by the vote of the majority of the Associates.
EIGHTH. - ACQUISITION OF CLASSIFICATION OF ASSOCIATES AND
TRANSMISSION OF SOCIALSHARES:
The status of Associate is acquired by the sole act of being the owner of a lot in the Fracc. San Juan Cosala Raquet Club, is not transferable, and is lost by the act of ceasing to be the owner of such lot, whether by an inter vivos transfer or by transmission upon the death of an owner, and whoever succeeds the Associate in ownership of the lot shall likewise acquire the classification of Associate.
In situations when a lot in the Fracc. becomes the property of two or more persons, they must designate a common representative to the Association, which representative shall be empowered to act as the owner of the lot for all purposes of the Association. All owners of one or more lots in the Fracc., by the very fact of their ownership, shall be bound the following rules:
a). - To construct only residential dwelling houses on the lot or lots, it being strictly prohibited to build saloons, gaming houses or other such immoral or illegal premises.
b). - To limit construction to the style, size and quality of materials used in similar types of residential developments.
c). - To respect the garden spaces as decreed by the General Planning and Municipal Public Works departments, in accordance with the construction regulations applicable to the Municipality of Jocotepec, Jalisco.
d). - To construct any perimeter walls of the lot to a height which shall not exceed 1.50 one meter fifty centimeters.
e). - To construct any dwelling not to exceed one story in height.
f). - To have no more than one dwelling home for every 650 six hundred and fifty square meters of land per lot.
g). - The minimum size of any dwelling house shall be 80.00 eighty square meters.
h). - There shall be no animals kept on the property except domestic cats, dogs and birds.
i). - The maintenance fees for lighting, water supply, security and garbage collection services, will be paid prorata amongst the lot owners.
j). - To not build within 5.00 five meters of the front property line.
k). - To not subdivide a lot or lots into areas smaller than 650.00 six hundred and fifty square meters per lot.
THIRD CHAPTER
ADMINISTRATION OF THE ASSOCIATION
NINTH. - ADMINISTRATION AND REPRESENTATION:
The administration and representation of the Association shall be delegated to a Board of Directors, whose members may be Associates or persons outside the Association. The General Assembly shall freely determine the number of Directors.
The Board of Directors shall enjoy the most extensive powers for LEGAL, MANAGERIAL, JUDICIAL AND NON-JUDICIAL REPRESENTATION, WITH JUDICIAL GENERAL POWER OF ATTORNEY FOR LITIGATION AND COLLECTIONS, FOR MANAGEMENT ACTS OF OWNERSHIP AND THE POWER TO GRANT AND SIGN ALL KINDS OF CREDIT INSTRUMENTS AND VALUE TITLES under the terms dictated by articles
Board of Directors shall enjoy, with no limitation whatsoever, EXCEPTING THOSE WHICH CONCERN ACTS OF OWNERSHIP AND THE AUTHORITY TO SIGN CREDIT INSTRUMENTS FOR WHICH IT WILL REQUIRE PREVIOUS AGREEMENT AND AUTHORIZATION FROM THE GENERAL ASSEMBLY OF ASSOCIATES, all kinds of general authority and even special ones which require a power of attorney or a special clause, with regard to all property (personal property and real estate, real and personal rights) and partnership businesses, and in a simple Declaratory and non-restrictive manner shall have the following faculties:
To represent the Association and mediate in all manner of voluntary, mixed or litigious jurisdiction from beginning to end, before all kinds of legislative, administrative or judicial authorities, whether they are part of the federation, states of municipalities, before all kinds of entities and decentralized agencies, before all kinds of corporate persons or individuals, to attempt and relinquish voluntarily all kinds of actions and resources, even from actions for relief, stipulate conventional proceedings, nominate arbitrators or laymen bound by legal principles or arbitragers and amicable compounders; to articulate and resolve questions and answers, make bids and acquire property in competitive bidding or out of auction; make and receive payments; present denunciations, disputes and accusations of a criminal character, to constitute themselves as contributories of the Fiscal Office under the terms of Articles 2 two fractions I one and III three and 9 nine of the Criminal Proceedings Code for the Federal District and those correlative to these in the Legal Procedural Codes of all the federal entities of the Republic of Mexico.
To act before the unions with which there are collective labor contracts formalized and for all the effects of collective disputes, to act for the workers personally considered, and for all effects of collective disputes, to act before or in front of the workers personally considered and for all the effects of individual disputes, in general for all worker-employer matters and to exercise before any of the Work and Social Services Authorities; to appear before the Conciliation and Arbitrage Council, whether Local or Federal; to take employers’ and legal representation of the company in order to guarantee the personality and capability in actions or outside same; to appear for the alleviation of reply to interrogatories, with faculties to absolve and articulate questions and answers and to alleviate replies to interrogatories on all their parts; to nominate conventional domiciles to hear and receive summonses; to be present at the hearings in their 3 three phases: conciliation, complaint and exception and offer and acceptance of evidence; to be present at the evidence relief hearing; make conciliatory arrangements, carry out transactions, to make all kinds of decisions, to negotiate and subscribe labor contracts, to act as association spokesmen with regard to and for all kinds of labor actions or proceedings; to formalize and rescind labor contracts.
To manage in the most comprehensive manner permitted by law, social businesses and properties and by previous agreement and authorization of the General Assembly of Associates, dispose of and pledge by any juridical title, as required, freely setting the terms and conditions under which the acts must be granted of contracts formalized.
To relinquish invalidity action for damage to the Association domicile and submit it to another jurisdiction.
By means of previous agreement and authorization from the General Assembly of Associates issue, release, subscribe, endorse, vouch for, accept and negotiate any kind of credit document and value documents in general.
To carry out all kind of banking operations, whether they are investment of funds or receiving deposits.
To grant general and special powers of attorney and to revoke them, substituting this power totally or partially, maintaining or reserving their exercise and to grant and subscribe all private and public documents that may be required.
The appointment of the Board of Directors and every member of the Board are revocable by a majority vote. Each revocation or appointment must be registered in the Public Registry Office. The General Assembly of Associates shall be free to extend or restrict the above mentioned powers and determine that their sum corresponds individually to the President of the Board of Directors or the members of the Board that the Assembly itself determines.
TENTH. - MANAGER AND ASSIGNEES:
The General Assembly of Associates and the administrative body shall have the power to nominate and revoke managers and general and special assignees with the designations and powers that appear on the appointments and respective powers of attorney, within the authority they may have. The appointment carried out by the General Assembly of Associates shall only be revoked by the Assembly itself.
The manager(s) will be in charge of dealing with the Association’s affairs on a continuing basis, under the supervision, direction and vigilance of the administrative body. The manager(s) appointment will be effected by majority of votes, unless there is only one Director. The manager’s appointment and powers must be on record on a public deed registered in the Public Registry, being able to have or not have the status of an Associate. The manager’s position shall be remunerated and must be revocable. The remuneration shall be set by the administrative body or by the Assembly. The delegation and powers granted by the administrative body do not restrict his faculties nor will the termination of his functions annul the delegations or powers granted during the term of his appointment.
ELEVENTH. - BOARD FUNCTION.
The Board of Directors shall be considered legitimately set up by the attendance of the majority of its members. Its decisions will be made through majority votes of those present. the President having the deciding vote in the case of a tie. The Board will be summoned to a session by its President or, if suitable, by whoever takes his place. The summons, which must include the agenda, shall be communicated to the members of the Board by means of a registered letter with acknowledgement of receipt, al least 3 three days in advance of the date of the session and shall include the place, day and time of the meeting. Any Board actions taken in violation of this requirement shall be null and void, with the exception of a meeting attended by all the members of the Board.
TWELFTH. - ALTERNATE MEMBERS:
The Assembly that elects the Board Members may also elect an equal number of Alternates, who will replace the Directors in order of their election and who will rake over as a vacancy occurs and will discharge their duties until the General Assembly makes an appropriate decision.
THIRTEENTH. - PRESIDENT AND SECRETARY:
Unless selected by the Assembly, in their first meeting the Board shall choose, from amongst its members, a President and a Secretary. The President will be replaced during his temporary absences by other Board members in the order of their election, in the event alternate Directors have not been selected.
FOURTEENTH. - DURATION OF BOARD:
The Board members shall perform their duties while the Board is in operation, unless new designations are agreed upon previously. The Board of Directors will be elected for a term of 3 three years, however, it will continue until the General Assembly which elects the new Board, maintaining the management and representation until the new Board assumes control. The members of the Board are eligible for re-election
FIFTEENTH. - COMPENSATION:
Members of the Board of Directors shall not receive any fees or compensation for their services.
FOURTH CHAPTER
SECURITY
SIXTEENTH. - SECURITY AND CONTROL MEASURES:
Control of management shall be effected by the Associates individually or collectively, or by the General Assembly as well as the Comisario, all of whom have the right to examine the status of the Association’s affairs and to require the submission of books, documents and papers to that end, so that the claims they deem advisable may be made.
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FIFTH CHAPTER
ASSEMBLIES
SEVENTEENTH. - SUPREME BODY:
The General Assembly of Associates is the highest authority of the Association, and it shall have the functions to resolve, ratify and revoke the acts and operations of the Board of Directors, and its resolutions will be fulfilled by the person that the Assembly nominates, or by the General Director, or the President of the Board of Directors.
EIGHTEENTH. - GENERAL ASSEMBLY:
The General Assembly will be convened by a notice of meeting at any time but at least once a year within the first four months after the end of the fiscal year, to review and approve the financial statements, the manager’s status and matters comprised on the Agenda:
NINETEENTH. - ASSEMBLY NOTICE:
The Notice of Assembly must be made by the Director General or by the President of the Board of Directors if there is no General Director, with the approval of the remaining Directors, or if requested by at least 5% five percent of the Associates.
The Notice of Assembly shall set forth the date, time and place of the Assembly and the Agenda as well as any other relevant material, and also if this Constitution provides particular formalities for exercising the right to vote, those formalities shall be set forth in the Notice.
The Notice of Assembly shall be signed by the General Director or by the President and the Secretary, or by competent judicial authority in cases where the latter can be issued in accordance with the Law of this Constitution, and published in the Official Gazette of the domicile of the Association, and in one of the most widespread newspapers of the State Capital, at least 15 fifteen calendar days before the date of the Assembly, not counting the date of publication but counting the final day.
TWENTIETH. - AUTHENTICATION:
Associates may be represented at the Assembly by an attorney appointed by a simple power of attorney executed before 2 two witnesses.
TWENTY-FIRST. - ASSEMBLIES:
The Assemblies will be presided over by the General Director, or the President of the Board of Directors, as applicable, and in the absence of both, by the Associate nominated by the Assembly.
The Secretary of the Board will act as assistant, or, in his absence, the person nominated by the Assembly, and will also nominate one or more scrutineers, formalize and authorize the roll call, verify the Notice of Assembly and the legitimacy of those present, lead discussions, guarantee order and prepare the minutes.
From the issue of the Notice of Assembly until the adjournment of the Assembly, the books and documents related to the matters to be presented in the Assembly shall be at the offices of the Association at the disposal of the Associates, who have a right to demand information through a representative, and the right to copies of all documents and information that may be of interest. Should there not be sufficient time to complete the agenda, the Assembly, after being properly convened, can be continued on the following days without need for another Notice of Assembly.
At the request of Associates comprising one third of the Associates, the Assembly, and the vote on any matter they consider they are not well informed about, may be postponed until three days later without the need for a new Notice of Assembly. This right cannot be resorted to more than once for the same matter.
TWENTY-SECOND. - QUORUM:
In order that a General Assembly of Associates may be considered valid on the first call, at least 50% fifty percent plus one of the Associates must be represented and the resolutions shall be valid only when they are passed by a majority of votes present, unless the Law or this Constitution require unanimity.
For the second call, the quorum shall be comprised of however many Associates are present and resolutions pass with a simple majority.
TWENTY-THIRD – TOTAL ASSEMBLY:
Resolutions passed by majority vote at Assemblies where all the Associates are represented shall be valid notwithstanding that no Notice of Assembly was issued in accordance with the requirements of the Law or this Constitution.
TWENTY-FOURTH. - VALUE OF VOTE:
Each Associate shall have one vote at the Assemblies, bearing in mind what was established in the Eighth Clause in cases where a lot is owned by more than one person.
In cases of special minority vote, a list of the shareholders that are part of it will be prepared, subscribed by the scrutineers, setting down in the minutes the respective estimates.
Once a resolution has been voted upon, it will not be reopened for discussion at the Assembly.
Resolutions of General Assemblies properly passed, in accordance with the Law and this Constitution, are binding on all Associates, including those who disagreed at the Assembly and those absent or who abstained from voting.
The resolutions are definitive, without further resort, and the administrative body is authorized to dictate the measures, effect the negotiations, grant actions and formalize contracts necessary for the fulfillment of such resolutions.
TWENTY-FIFTH. - VOTING SYSTEM:
Voting in the Assemblies shall be economical (by show of hands) unless the Associates request that it be nominal (roll call), by certificate or by secret ballot.
TWENTY-SIXTH. – RECORD:
A memorandum of agreement will be prepared at each Assembly which will be signed by the President, the Secretary and the Scrutineers, preparing a dossier with the newspapers in which the Notice of Assembly was published, the attendance list signed by the Associates and the scrutineers, and the rest of the documents relating to the Assembly.
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SIXTH CHAPTER
FISCAL YEAR, BALANCES, PROFITS AND LOSSES
TWENTY-SEVENTH. - DURATION:
The fiscal year shall last 1 one year which will be calculated from January 1st to December 31st, with the exception of the first year which will be calculated from the date of this Constitution to the last day of the following December.
TWENTY-EIGHTH. - BALANCE:
At the end of each fiscal year, a balance shall be prepared which shall be submitted to the General Assembly of Associates for approval, observing the requirements of the Income Tax Law and the rest of the tax regulations.
TWENTY-NINTH. - PROFITS:
Under no circumstances shall the Association distribute profits to the Associates, having to assign the total amount of fees obtained or contributed as well as any existing profits to the achievement of the Association’s purposes, once the amounts needed for amortization, depreciation and fines as well as the amount for Income Tax, if suitable, have been deducted as applicable, and payment to the Association managers and employees.
THIRTIETH. - LOSSES:
The losses, if any, shall be borne by the Associates proportionately to the amount of their contributions and up to the nominal value of these. The Assembly that is aware of the balance that produced the losses, shall decide on the way in which the losses are covered, and if the Associates resolve that it must be recovered from the Associates, a majority vote is required, dissenting members having the right to withdraw from the Association.
SEVENTH CHAPTER
DISSOLUTION, LIQUIDATION
THIRTY-FIRST. - PARTIAL DISSOLUTION, SEPARATION, EXCLUSION, TOTAL DISSOLUTION
THIRTY-SECOND. - LIQUIDATION:
Should dissolution occur, the General Assembly of Associates that passed the resolution shall nominate one or more liquidators, who will possess the faculties and duties set down in the Civil Code of the State of Jalisco, barring that which the nominating Assembly specifies, and must act in the liquidation according to the resolution of that Assembly, or failing that, in accordance with the above noted Civil Code.
Once the Association’s commitments have been satisfied, and any excess contributions have been returned to the Associates, any remaining assets will be distributed amongst the Associates in proportion to their contributions.
EIGHTH CHAPTER
GENERAL MATTERS
I. - CAPITAL SUBSCRIPTIONS
THIRTY-FIFTH
Each Associate shall have a membership and a vote.
II. - ADMINISTRATION AND APPOINTMENT OF EXECUTIVES
THIRTY-SIXTH. - BOARD OF DIRECTORS:
The Associates by unanimous agreement and under the terms established in the “NINTH” clause of this Constitution agree that until there is another resolution of the General Assembly of Associates, the management and representation of the Association shall be under the control of a BOARD OF DIRECTORS, and they nominate as Advisors to integrate the same, the persons mentioned below to take up the following positions:
PRESIDENT:
ENGINEER RODOLFO RIVERA RUVALCABA
SECRETARY:
C.P. FIDEL OCEQUEDA BERNAL
TREASURER:
C.P.. PEDRO GONZÁLEZ ARELLANO
MEMBER:
ENGINEER. RAMÓN ERNESTO COVARRUBIAS
MEMBER:
JOSEPH J. STARK
THIRTY-SEVENTH. - POWERS OF THE ADMINISTRATIVE BODY:
The Associates by unanimous agreement, agree that the Board of Directors as nominated will have the powers referred to in the “NINTH” and “TENTH” and all other relevant clauses of this Constitution, granting powers for LEGAL, LABOR, JUDICAL AND EXTRA-JUDICIAL, LITIGATION AND COLLECTIONS, OWNERSHIP RIGHTS, AND TO GRANT AND ENDORSE CREDIT AGREEMENTS AND GENERAL STOCK TITLES, under the terms stated in the abovementioned clauses and with the limitations of powers for acts of ownership and endorsing credit instruments contained in the first clause and which are taken as contained in this clause.
Individually the powers of representation are conferred upon ENGINEER RODOLFO RIVERA RUVALCABA individually to represent the legal, labor, judicial, extra-judicial interests of the Association with general judicial power for litigation and collections and for labor representation, under the terms stated in the ninth clause of this Constitution, with all and each of the powers that in a declarative and non-limitative manner are stated in it, excluding management and acts of ownership and credit granting powers and stock titles in general which are limited as previously stated.
THIRTY-EIGHTH. - SUPPLEMENTARY PROVISIONS:
For all matters not provided for in this Constitution, the Association shall be governed by the provisions of the Civil Code of the State of Jalisco and particularly the provisions for Civil Associations and societies.
III. - PERMITS FROM
THE SECRETARY OF FOREIGN RELATIONS:
Requested and obtained was certificate 14000895 fourteen million eight hundred ninety-five, Dossier 9214000888 nine billion two hundred fourteen million eight hundred eight-eight, folio 1431 one thousand four hundred thirty-one, dated 13 thirteen March 1992 one thousand nine hundred ninety-two, which together with the request and receipt, on three separate sheets, is added to the Book of Protocol Documents under the number noted on the margin hereto.
IV. – NOTARIAL CERTIFICATION
I, the Notary Public, certify and attest:
Signed: five illegible signatures. J.E. Ramón Rubrica. Authorized seal of Notary
FIRST – DESIGNATION:
This hereby constitutes a Civil Association, of Mexican Nationality, which shall be called “FRACCIONAMIENTO SAN JUAN COSALA RAQUET CLUB”, which name shall always be used followed by the words Civil Association or by the initials A.C.
SECOND – DISCLAIMER AGREEMENT
Future foreign members of the Association will be required by the Minister of Foreign Relations to consider themselves as Mexican nationals regarding their participation in the Association and their membership, as well as the effects, concessions, shares, or interests the Association owns, or the rights and obligations derived from the contracts of which the Association itself and the Mexican authorities are part, and shall not be entitled to invoke the protection of their own government for that very reason, under penalty of loss of the interests they may have acquired, to the benefit of the Mexican nation.
THIRD – OFFICIAL DOMICILE
The Association domicile will be located in the Fracc. San Juan Cosala Raquet Club, in the Municipality of Jocotepec, Jalisco.
FOURTH – DURATION
The duration of the Association shall be 99 years from the date of signing of this document.
FIFTH – CORPORATE PURPOSE
The corporate purposes of the Association shall be:
1. - To promote within the Fracc. San Juan Cosala Raquet Club, first and foremost, policies directed towards qualitative improvement of human resources and the creation of an environment that favors human relations, which promotes the fulfillment of the residents’ and owners’ needs and expectations, their greater participation in the improvement of public, sports, social and community services in general, teamwork, security in the Fracc., an environment of healthy coexistence, and the associates participation in the affairs of the Association
2. – To organize, with the support of the National Health and Security Advisory Councils, an intensive orientation and prevention program aimed at reducing substantially the current risk indices and to improve the security and hygiene conditions in the Fracc.
3. – To develop programs for the improvement of the ecological environment in the Fracc.
4. – To promote greater ties between the associates and the Association, and among the associates themselves, favoring harmony, dialogue and respect among them.
5. – To take charge of and furnish municipal services in the Fracc. San Juan Cosala Raquet Club, as well as the services of the Clubhouse, collecting in this case, from the owners of lots in the Fracc., and users in general, the contribution of dues which correspond proportionally for maintaining and providing said services, according to the agreement of the General Assembly of Associates, in this case with the assistance of the Municipal Treasurer of Jocotepec, and in the required economic way from which Municipal authorities, in terms of applicable law, in the manner it concerns the lending of services cited herein, the Association shall be considered a decentralized institution.
6. - To group in the classification of Members or Associates, all the lot owners of the Raquet Club and to be the organ of representation and defense of their legitimate rights.
To this effect, the lot owners of the Fracc. San Juan Cosala Raquet Club, by the simple fact of being such, are considered Associates, with all the rights and obligations set forth in this document, and will have especially the obligation for care of trees planted in the public areas, the surrounding ecology in the Fracc. and contributing proportionately to sustain the Municipal services and whatever other types the Association offers, on the terms agreed to by the General Assembly of Associates.
7. - The acquisition and possession of whatever legal title of all classes of movable and immovable assets, necessary, useful or advantageous for the success of these objectives.
8. - The execution of all acts and performance of all the contracts leading to the success of these objectives.
SECOND CHAPTER
SIXTH. - SOCIAL CAPITAL:
The Social Capital is indeterminate and will be formed with the resources and efforts which the Associates contribute to the realization of the common goals which constitutes their object, which never can have a preponderantly economic character, likewise with the contributions which by whatever judicial title third parties undertake in number or kind.
In any case the dues that are set shall be used exclusively for the purposes of the Association and in no case shall they be distributed for the use of the Associates.
The social shares cannot be issued to the order of the bearer, the social capital being divided into as many parts as there are Associates in the Association.
SEVENTH. - INCREASE IN SOCIAL CAPITAL:
The agreement of new contributions can be adopted by the vote of the majority of the Associates.
EIGHTH. - ACQUISITION OF CLASSIFICATION OF ASSOCIATES AND
TRANSMISSION OF SOCIALSHARES:
The status of Associate is acquired by the sole act of being the owner of a lot in the Fracc. San Juan Cosala Raquet Club, is not transferable, and is lost by the act of ceasing to be the owner of such lot, whether by an inter vivos transfer or by transmission upon the death of an owner, and whoever succeeds the Associate in ownership of the lot shall likewise acquire the classification of Associate.
In situations when a lot in the Fracc. becomes the property of two or more persons, they must designate a common representative to the Association, which representative shall be empowered to act as the owner of the lot for all purposes of the Association. All owners of one or more lots in the Fracc., by the very fact of their ownership, shall be bound the following rules:
a). - To construct only residential dwelling houses on the lot or lots, it being strictly prohibited to build saloons, gaming houses or other such immoral or illegal premises.
b). - To limit construction to the style, size and quality of materials used in similar types of residential developments.
c). - To respect the garden spaces as decreed by the General Planning and Municipal Public Works departments, in accordance with the construction regulations applicable to the Municipality of Jocotepec, Jalisco.
d). - To construct any perimeter walls of the lot to a height which shall not exceed 1.50 one meter fifty centimeters.
e). - To construct any dwelling not to exceed one story in height.
f). - To have no more than one dwelling home for every 650 six hundred and fifty square meters of land per lot.
g). - The minimum size of any dwelling house shall be 80.00 eighty square meters.
h). - There shall be no animals kept on the property except domestic cats, dogs and birds.
i). - The maintenance fees for lighting, water supply, security and garbage collection services, will be paid prorata amongst the lot owners.
j). - To not build within 5.00 five meters of the front property line.
k). - To not subdivide a lot or lots into areas smaller than 650.00 six hundred and fifty square meters per lot.
THIRD CHAPTER
ADMINISTRATION OF THE ASSOCIATION
NINTH. - ADMINISTRATION AND REPRESENTATION:
The administration and representation of the Association shall be delegated to a Board of Directors, whose members may be Associates or persons outside the Association. The General Assembly shall freely determine the number of Directors.
The Board of Directors shall enjoy the most extensive powers for LEGAL, MANAGERIAL, JUDICIAL AND NON-JUDICIAL REPRESENTATION, WITH JUDICIAL GENERAL POWER OF ATTORNEY FOR LITIGATION AND COLLECTIONS, FOR MANAGEMENT ACTS OF OWNERSHIP AND THE POWER TO GRANT AND SIGN ALL KINDS OF CREDIT INSTRUMENTS AND VALUE TITLES under the terms dictated by articles
- 2554 two thousand five hundred fifty-four,
- 2574 two thousand five hundred seventy-four and
- 2687 two thousand six hundred eighty-seven
- 2475 two thousand four hundred seventy-five,
- 2495 two thousand four hundred ninety-five, and
- 2510 two thousand five hundred ten
- 9th ninth of the General Law of Titles and Credit Operations 11 eleven,
- 46 forty-six,
- 47 forty-seven,
- 134 one hundred thirty-four, fraction III three,
- 523 five hundred twenty-three,
- 692 six hundred ninety-two, fractions I one to III three,
- 786 seven hundred eighty-six to 788 seven hundred eighty-eight,
- 875 eight hundred seventy-five to 879 eight hundred seventy-nine,
- 880 eight hundred eighty,
- 883 eight hundred eighty-three and
- 884 eight hundred eighty-four
Board of Directors shall enjoy, with no limitation whatsoever, EXCEPTING THOSE WHICH CONCERN ACTS OF OWNERSHIP AND THE AUTHORITY TO SIGN CREDIT INSTRUMENTS FOR WHICH IT WILL REQUIRE PREVIOUS AGREEMENT AND AUTHORIZATION FROM THE GENERAL ASSEMBLY OF ASSOCIATES, all kinds of general authority and even special ones which require a power of attorney or a special clause, with regard to all property (personal property and real estate, real and personal rights) and partnership businesses, and in a simple Declaratory and non-restrictive manner shall have the following faculties:
To represent the Association and mediate in all manner of voluntary, mixed or litigious jurisdiction from beginning to end, before all kinds of legislative, administrative or judicial authorities, whether they are part of the federation, states of municipalities, before all kinds of entities and decentralized agencies, before all kinds of corporate persons or individuals, to attempt and relinquish voluntarily all kinds of actions and resources, even from actions for relief, stipulate conventional proceedings, nominate arbitrators or laymen bound by legal principles or arbitragers and amicable compounders; to articulate and resolve questions and answers, make bids and acquire property in competitive bidding or out of auction; make and receive payments; present denunciations, disputes and accusations of a criminal character, to constitute themselves as contributories of the Fiscal Office under the terms of Articles 2 two fractions I one and III three and 9 nine of the Criminal Proceedings Code for the Federal District and those correlative to these in the Legal Procedural Codes of all the federal entities of the Republic of Mexico.
To act before the unions with which there are collective labor contracts formalized and for all the effects of collective disputes, to act for the workers personally considered, and for all effects of collective disputes, to act before or in front of the workers personally considered and for all the effects of individual disputes, in general for all worker-employer matters and to exercise before any of the Work and Social Services Authorities; to appear before the Conciliation and Arbitrage Council, whether Local or Federal; to take employers’ and legal representation of the company in order to guarantee the personality and capability in actions or outside same; to appear for the alleviation of reply to interrogatories, with faculties to absolve and articulate questions and answers and to alleviate replies to interrogatories on all their parts; to nominate conventional domiciles to hear and receive summonses; to be present at the hearings in their 3 three phases: conciliation, complaint and exception and offer and acceptance of evidence; to be present at the evidence relief hearing; make conciliatory arrangements, carry out transactions, to make all kinds of decisions, to negotiate and subscribe labor contracts, to act as association spokesmen with regard to and for all kinds of labor actions or proceedings; to formalize and rescind labor contracts.
To manage in the most comprehensive manner permitted by law, social businesses and properties and by previous agreement and authorization of the General Assembly of Associates, dispose of and pledge by any juridical title, as required, freely setting the terms and conditions under which the acts must be granted of contracts formalized.
To relinquish invalidity action for damage to the Association domicile and submit it to another jurisdiction.
By means of previous agreement and authorization from the General Assembly of Associates issue, release, subscribe, endorse, vouch for, accept and negotiate any kind of credit document and value documents in general.
To carry out all kind of banking operations, whether they are investment of funds or receiving deposits.
To grant general and special powers of attorney and to revoke them, substituting this power totally or partially, maintaining or reserving their exercise and to grant and subscribe all private and public documents that may be required.
The appointment of the Board of Directors and every member of the Board are revocable by a majority vote. Each revocation or appointment must be registered in the Public Registry Office. The General Assembly of Associates shall be free to extend or restrict the above mentioned powers and determine that their sum corresponds individually to the President of the Board of Directors or the members of the Board that the Assembly itself determines.
TENTH. - MANAGER AND ASSIGNEES:
The General Assembly of Associates and the administrative body shall have the power to nominate and revoke managers and general and special assignees with the designations and powers that appear on the appointments and respective powers of attorney, within the authority they may have. The appointment carried out by the General Assembly of Associates shall only be revoked by the Assembly itself.
The manager(s) will be in charge of dealing with the Association’s affairs on a continuing basis, under the supervision, direction and vigilance of the administrative body. The manager(s) appointment will be effected by majority of votes, unless there is only one Director. The manager’s appointment and powers must be on record on a public deed registered in the Public Registry, being able to have or not have the status of an Associate. The manager’s position shall be remunerated and must be revocable. The remuneration shall be set by the administrative body or by the Assembly. The delegation and powers granted by the administrative body do not restrict his faculties nor will the termination of his functions annul the delegations or powers granted during the term of his appointment.
ELEVENTH. - BOARD FUNCTION.
The Board of Directors shall be considered legitimately set up by the attendance of the majority of its members. Its decisions will be made through majority votes of those present. the President having the deciding vote in the case of a tie. The Board will be summoned to a session by its President or, if suitable, by whoever takes his place. The summons, which must include the agenda, shall be communicated to the members of the Board by means of a registered letter with acknowledgement of receipt, al least 3 three days in advance of the date of the session and shall include the place, day and time of the meeting. Any Board actions taken in violation of this requirement shall be null and void, with the exception of a meeting attended by all the members of the Board.
TWELFTH. - ALTERNATE MEMBERS:
The Assembly that elects the Board Members may also elect an equal number of Alternates, who will replace the Directors in order of their election and who will rake over as a vacancy occurs and will discharge their duties until the General Assembly makes an appropriate decision.
THIRTEENTH. - PRESIDENT AND SECRETARY:
Unless selected by the Assembly, in their first meeting the Board shall choose, from amongst its members, a President and a Secretary. The President will be replaced during his temporary absences by other Board members in the order of their election, in the event alternate Directors have not been selected.
FOURTEENTH. - DURATION OF BOARD:
The Board members shall perform their duties while the Board is in operation, unless new designations are agreed upon previously. The Board of Directors will be elected for a term of 3 three years, however, it will continue until the General Assembly which elects the new Board, maintaining the management and representation until the new Board assumes control. The members of the Board are eligible for re-election
FIFTEENTH. - COMPENSATION:
Members of the Board of Directors shall not receive any fees or compensation for their services.
FOURTH CHAPTER
SECURITY
SIXTEENTH. - SECURITY AND CONTROL MEASURES:
Control of management shall be effected by the Associates individually or collectively, or by the General Assembly as well as the Comisario, all of whom have the right to examine the status of the Association’s affairs and to require the submission of books, documents and papers to that end, so that the claims they deem advisable may be made.
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FIFTH CHAPTER
ASSEMBLIES
SEVENTEENTH. - SUPREME BODY:
The General Assembly of Associates is the highest authority of the Association, and it shall have the functions to resolve, ratify and revoke the acts and operations of the Board of Directors, and its resolutions will be fulfilled by the person that the Assembly nominates, or by the General Director, or the President of the Board of Directors.
EIGHTEENTH. - GENERAL ASSEMBLY:
The General Assembly will be convened by a notice of meeting at any time but at least once a year within the first four months after the end of the fiscal year, to review and approve the financial statements, the manager’s status and matters comprised on the Agenda:
- On the admission or exclusion of Associates.
- On the possible dissolution of the Association or on its extension for a period longer than that set forth in this Constitution
- On the elections of a Director or Directors.
- On the annulment of the appointments made.
- On all matters involving modification to this Constitution.
- On all matters that may be necessary for the continuation and ordinary operation of the Association.
- On all other matters that the Law and this Constitution deem fit.
NINETEENTH. - ASSEMBLY NOTICE:
The Notice of Assembly must be made by the Director General or by the President of the Board of Directors if there is no General Director, with the approval of the remaining Directors, or if requested by at least 5% five percent of the Associates.
The Notice of Assembly shall set forth the date, time and place of the Assembly and the Agenda as well as any other relevant material, and also if this Constitution provides particular formalities for exercising the right to vote, those formalities shall be set forth in the Notice.
The Notice of Assembly shall be signed by the General Director or by the President and the Secretary, or by competent judicial authority in cases where the latter can be issued in accordance with the Law of this Constitution, and published in the Official Gazette of the domicile of the Association, and in one of the most widespread newspapers of the State Capital, at least 15 fifteen calendar days before the date of the Assembly, not counting the date of publication but counting the final day.
TWENTIETH. - AUTHENTICATION:
Associates may be represented at the Assembly by an attorney appointed by a simple power of attorney executed before 2 two witnesses.
TWENTY-FIRST. - ASSEMBLIES:
The Assemblies will be presided over by the General Director, or the President of the Board of Directors, as applicable, and in the absence of both, by the Associate nominated by the Assembly.
The Secretary of the Board will act as assistant, or, in his absence, the person nominated by the Assembly, and will also nominate one or more scrutineers, formalize and authorize the roll call, verify the Notice of Assembly and the legitimacy of those present, lead discussions, guarantee order and prepare the minutes.
From the issue of the Notice of Assembly until the adjournment of the Assembly, the books and documents related to the matters to be presented in the Assembly shall be at the offices of the Association at the disposal of the Associates, who have a right to demand information through a representative, and the right to copies of all documents and information that may be of interest. Should there not be sufficient time to complete the agenda, the Assembly, after being properly convened, can be continued on the following days without need for another Notice of Assembly.
At the request of Associates comprising one third of the Associates, the Assembly, and the vote on any matter they consider they are not well informed about, may be postponed until three days later without the need for a new Notice of Assembly. This right cannot be resorted to more than once for the same matter.
TWENTY-SECOND. - QUORUM:
In order that a General Assembly of Associates may be considered valid on the first call, at least 50% fifty percent plus one of the Associates must be represented and the resolutions shall be valid only when they are passed by a majority of votes present, unless the Law or this Constitution require unanimity.
For the second call, the quorum shall be comprised of however many Associates are present and resolutions pass with a simple majority.
TWENTY-THIRD – TOTAL ASSEMBLY:
Resolutions passed by majority vote at Assemblies where all the Associates are represented shall be valid notwithstanding that no Notice of Assembly was issued in accordance with the requirements of the Law or this Constitution.
TWENTY-FOURTH. - VALUE OF VOTE:
Each Associate shall have one vote at the Assemblies, bearing in mind what was established in the Eighth Clause in cases where a lot is owned by more than one person.
In cases of special minority vote, a list of the shareholders that are part of it will be prepared, subscribed by the scrutineers, setting down in the minutes the respective estimates.
Once a resolution has been voted upon, it will not be reopened for discussion at the Assembly.
Resolutions of General Assemblies properly passed, in accordance with the Law and this Constitution, are binding on all Associates, including those who disagreed at the Assembly and those absent or who abstained from voting.
The resolutions are definitive, without further resort, and the administrative body is authorized to dictate the measures, effect the negotiations, grant actions and formalize contracts necessary for the fulfillment of such resolutions.
TWENTY-FIFTH. - VOTING SYSTEM:
Voting in the Assemblies shall be economical (by show of hands) unless the Associates request that it be nominal (roll call), by certificate or by secret ballot.
TWENTY-SIXTH. – RECORD:
A memorandum of agreement will be prepared at each Assembly which will be signed by the President, the Secretary and the Scrutineers, preparing a dossier with the newspapers in which the Notice of Assembly was published, the attendance list signed by the Associates and the scrutineers, and the rest of the documents relating to the Assembly.
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SIXTH CHAPTER
FISCAL YEAR, BALANCES, PROFITS AND LOSSES
TWENTY-SEVENTH. - DURATION:
The fiscal year shall last 1 one year which will be calculated from January 1st to December 31st, with the exception of the first year which will be calculated from the date of this Constitution to the last day of the following December.
TWENTY-EIGHTH. - BALANCE:
At the end of each fiscal year, a balance shall be prepared which shall be submitted to the General Assembly of Associates for approval, observing the requirements of the Income Tax Law and the rest of the tax regulations.
TWENTY-NINTH. - PROFITS:
Under no circumstances shall the Association distribute profits to the Associates, having to assign the total amount of fees obtained or contributed as well as any existing profits to the achievement of the Association’s purposes, once the amounts needed for amortization, depreciation and fines as well as the amount for Income Tax, if suitable, have been deducted as applicable, and payment to the Association managers and employees.
THIRTIETH. - LOSSES:
The losses, if any, shall be borne by the Associates proportionately to the amount of their contributions and up to the nominal value of these. The Assembly that is aware of the balance that produced the losses, shall decide on the way in which the losses are covered, and if the Associates resolve that it must be recovered from the Associates, a majority vote is required, dissenting members having the right to withdraw from the Association.
SEVENTH CHAPTER
DISSOLUTION, LIQUIDATION
THIRTY-FIRST. - PARTIAL DISSOLUTION, SEPARATION, EXCLUSION, TOTAL DISSOLUTION
- Dissenting Associates shall have the right to separate when the General Assembly of Associates adopt resolutions which involve modifications to the Constitution, including the disposal of new contributions, whether through an increase in capital stock or for the reintegration of the capital itself in the event of losses.
- The right to free and voluntary separation from the Association cannot be effected when it brings about the reduction in the number of associates to less than the minimum.
- It will be a cause for exclusion to act against the social purposes or interests, to be condemned for crimes punishable by loss of freedom for more than 1 one year, or for proprietary offenses or drug trafficking, for stopping the payment of dues determined by the Assembly and for the rest of the causes noted in the Civil Code of the State of Jalisco. The General Assembly must adopt a resolution authorizing the Association’s representative to judicially demand the exclusion of an Associate who has committed any of the exclusion causes foreseen by this Constitution or the Law, but the exclusion will not be effective until there is a writ of execution prescribed in the corresponding contentious procedure.
- The Associate who separates voluntarily or is excluded will lose his right to the social assets but neither his separation nor his exclusion free him from the obligation to pay to the Association the dues or contributions which, in accordance with the Law and this Constitution, obligate him to pay his proportionate share for the maintenance of municipal services and the “Club”, notwithstanding the fact that he will be deprived of any rights which derive from this Constitution and from the power of the Association to order, through its Administrative Body, the interruption or decrease in the services to the Associate or user that incurs a delay in the payment of his fees, as well as preventing access to the “Club”.
- The Association will be totally dissolved through the causes noted in article 2612 two thousand six hundred and twelve of the Civil Code of the State of Jalisco.
THIRTY-SECOND. - LIQUIDATION:
Should dissolution occur, the General Assembly of Associates that passed the resolution shall nominate one or more liquidators, who will possess the faculties and duties set down in the Civil Code of the State of Jalisco, barring that which the nominating Assembly specifies, and must act in the liquidation according to the resolution of that Assembly, or failing that, in accordance with the above noted Civil Code.
Once the Association’s commitments have been satisfied, and any excess contributions have been returned to the Associates, any remaining assets will be distributed amongst the Associates in proportion to their contributions.
EIGHTH CHAPTER
GENERAL MATTERS
I. - CAPITAL SUBSCRIPTIONS
THIRTY-FIFTH
Each Associate shall have a membership and a vote.
II. - ADMINISTRATION AND APPOINTMENT OF EXECUTIVES
THIRTY-SIXTH. - BOARD OF DIRECTORS:
The Associates by unanimous agreement and under the terms established in the “NINTH” clause of this Constitution agree that until there is another resolution of the General Assembly of Associates, the management and representation of the Association shall be under the control of a BOARD OF DIRECTORS, and they nominate as Advisors to integrate the same, the persons mentioned below to take up the following positions:
PRESIDENT:
ENGINEER RODOLFO RIVERA RUVALCABA
SECRETARY:
C.P. FIDEL OCEQUEDA BERNAL
TREASURER:
C.P.. PEDRO GONZÁLEZ ARELLANO
MEMBER:
ENGINEER. RAMÓN ERNESTO COVARRUBIAS
MEMBER:
JOSEPH J. STARK
THIRTY-SEVENTH. - POWERS OF THE ADMINISTRATIVE BODY:
The Associates by unanimous agreement, agree that the Board of Directors as nominated will have the powers referred to in the “NINTH” and “TENTH” and all other relevant clauses of this Constitution, granting powers for LEGAL, LABOR, JUDICAL AND EXTRA-JUDICIAL, LITIGATION AND COLLECTIONS, OWNERSHIP RIGHTS, AND TO GRANT AND ENDORSE CREDIT AGREEMENTS AND GENERAL STOCK TITLES, under the terms stated in the abovementioned clauses and with the limitations of powers for acts of ownership and endorsing credit instruments contained in the first clause and which are taken as contained in this clause.
Individually the powers of representation are conferred upon ENGINEER RODOLFO RIVERA RUVALCABA individually to represent the legal, labor, judicial, extra-judicial interests of the Association with general judicial power for litigation and collections and for labor representation, under the terms stated in the ninth clause of this Constitution, with all and each of the powers that in a declarative and non-limitative manner are stated in it, excluding management and acts of ownership and credit granting powers and stock titles in general which are limited as previously stated.
THIRTY-EIGHTH. - SUPPLEMENTARY PROVISIONS:
For all matters not provided for in this Constitution, the Association shall be governed by the provisions of the Civil Code of the State of Jalisco and particularly the provisions for Civil Associations and societies.
III. - PERMITS FROM
THE SECRETARY OF FOREIGN RELATIONS:
Requested and obtained was certificate 14000895 fourteen million eight hundred ninety-five, Dossier 9214000888 nine billion two hundred fourteen million eight hundred eight-eight, folio 1431 one thousand four hundred thirty-one, dated 13 thirteen March 1992 one thousand nine hundred ninety-two, which together with the request and receipt, on three separate sheets, is added to the Book of Protocol Documents under the number noted on the margin hereto.
IV. – NOTARIAL CERTIFICATION
I, the Notary Public, certify and attest:
- That I know the grantors, who have the legal capacity to make contracts and commitments.
- That those present state that they are Mexican, married, residents of this City (Guadalajara),
- Mr. RAMON ERNESTO COVARRUBIAS GALINDO, born in Ciudad Guzmán, Jalisco, on 19 nineteen December 1940 one thousand nine hundred forty, Civil Engineer, who resides at Avenue Niños Héroes number 2900 two thousand nine hundred;
- Mr. ERNESTO LLAMAS GARCÍA, born in Escuinapa, Sinaloa, on 15 fifteen September 1946 one thousand nine hundred forty-six, Public Accountant, who resides at Berilio Street number 2567 two thousand five hundred sixty-seven, Bosque de Victoria;
- Mr. FIDEL OCEGUEDA BERNAL, born in Etzatlán, Jalisco on 14 fourteen February 1951 one thousand nine hundred fifty-one; Public Accountant, who resides at Federico Ibarra Street number 1084 one thousand eighty-four, Jardines Alcalde;
- Mr. RODOLFO RIVERA RUVALCABA, born in this city on 21 twenty-one January 1947 one thousand nine hundred forty-seven; Mechanical-Electrical Engineer, who lives at Victoria Street number 1543 one thousand five hundred forty-three, Fracc. Providencia and
- Mr.PEDRO GONZÁLEZ ARELLANO, born in this city on 18 eighteen August 1950 one thousand nine hundred fifty, Public Accountant, who lives on Avenue del los Maestros number 1710 one thousand seven hundred ten.
Signed: five illegible signatures. J.E. Ramón Rubrica. Authorized seal of Notary