Number - 378
Book - 6
NOTARY PUBLIC
No. 1
ATTORNEY LUIS A. DURAZO BAZUA
F I R S T TESTIMONY OF THE DEED RELATED TO:
CHARTER OF INCORPORATION OF AN ASSOCIATION KNOWN AS:"COMITE DE REPRESENTANTES DE FRACCIONAMIENTOS DE ROSARITO", A.C.("COMMITTEE OF REPRESENTATIVES OF TOURIST DEVELOPMENTS OF ROSARITO", A.C.)
BLVD. BENITO JUAREZ NO. 907, INTERIOR 12-B
(Oceana Plaza)
Playas De Rosarito, B.C.
Tel. 2-32-09
Fax. 2-34-35
LIC. LUIS A. DURAZO BAZUA
NOTARIO NO. 1
PLAYAS DE ROSARITO, B.C.
BOOK SIX --------------------------------------------------------------------------------------------
NUMBER THREE HUNDRED SEVENTY EIGHT.
In the City of Playas de Rosarito, Baja California, on the thirteenth day of October, nineteen hundred ninety seven, before me, Attorney LUIS A. DURAZO BAZUA, Notary Public Number One, in this city, appeared Mr. Richard Sheppard, Ann Kuehner, Thomas Allen Whamby, Maria del Carmen Martinez de De la Toba and Sarah Landa-Lange, the last one acting as interpreter for the first three named individuals who do not speak Spanish. The parties request from the Notary Public the Notarial Record of Deed of the Charter of Incorporation of a Civil Association, subject to the following: -
- C L A U S E S -------------------------------------------------
CHAPTER ONE -----------------------------------------
- NAME, DOMICILE, LIFE AND PURPOSE --------------------------
FIRST ARTICLE.- The name of the Association shall be "COMITE DE REPRESENTANTES DE FRACCIONAMIENTOS DE ROSARITO" ("Committee of Representatives of Residential Developments of Rosarito"). Said name shall always be followed by the words Asociacion Civil (Civil Association), or by its initials A.C. -----------
This civil Association shall not have an economical character nor a lucrative purpose.
SECOND ARTICLE.- The Association's address shall be the city of Playas de Rosarito, Baja California, without prejudice if the Association establishes agencies or branches in other places of the Mexican Republic, or if it uses other conventional addresses in the contracts that the Association executes. ----------------------------------------------------------------------------
THIRD ARTICLE.- The life of the Association shall be for fifty years and its social term shall be for one year, beginning on the first day of January, ending on the thirty first day of December of each year, except this first social term, which begins on the date of the execution of this Deed, and end on December thirty first of this year.
FOURTH ARTICLE.- The purposes of the Association are:
a).- The representation of the homeowners of the communities of Playas de Rosarito, Baja California, before the Federal, State and City authorities in all matters of their interests, either individually or collectively. ----------------------------------------------------------------------
b).- To strive for the promotion of projects and improvements that benefit the communities of the Association. ---------------------------------------------------------------------------------------
c).- To receive donations and contributions for the construction and maintenance of the roads and common areas of the communities - -
d).- The organization of events with the purpose of raising the necessary funds to carry out the social object. ------------------------------------------------------------------------------------------
e) .- To execute the contracts and undertake the actions in order to comply with the social
purposes . --------------------------------------------------------
- CHAPTER TWO -----------------------------------------
- - NATIONALITY ---------------------------------------------
FIFTH ARTICLE.- The Association shall be Mexican. The foreign Associates at the time of its Incorporation, or at any time after that date, oblige themselves before the Department of Foreign Affairs to consider themselves as Mexican nationals with regard to the shares, assets, rights, concessions, contributions, benefits, or interests which they or the Association may have, and, therefore, not to invoke the protection of their governments, under penalty of losing to the the Nation their interest and shares owned or acquired. –
---------------------------------------------------- CHAPTER THREE ---------------------------------------------
- - - - - - - - - - - - - THE ASSOCIATES ------------------------------------------------------------------------------
SIXTH ARTICLE.- A book, the Registry of Associates, shall be kept. The present members of this Association, as well as new ones coming in, shall hold the title of Active Associates. -------------------
The Board of Directors may grant the title of Honorary Associate to those whom, in a special manner, have contributed to the accomplishment of the social purposes. ----------------------------------
SEVENTH ARTICLE.- To be an Active Member of the Association, it is required to file a written petition with the Extraordinary General Assembly, who shall act on the said application for membership.
EIGHT ARTICLE.- The obligations of the Active members, are: - I.- Pay in advance the fees set by the General Assembly.
II.- Attend the Assemblies, according to the By-laws.
III.-Undertake the commissions assigned to them by the General Assembly, or by the Association's Board of Directors. - -
IV.- Abide by the accords and decisions made by the Association.
NINTH ARTICLE.- An Associate can leave the Association by giving a written notice two months prior to the date of separation. An associate can be excluded from the Association due to:
a).- Noncompliance with the provisions of the By-laws. ------------------------------------------------------
b).- Lack of payment of the fees and debts acquired with the Association, for a period of six months. -----------------------------------------------------------------------------------------------------------------
c).- The commission of actions against morality and good manners and contrary to the purposes of the Association. -------------------------------------------------------------------------------------------------------
d).- Due to other reasons that in the General Assembly's judgement represent a serious and grievous act.-----------------------------------------------------------------------------------------------------------------------
TENTH ARTICLE.- The exclusion of an Associate shall require the filing of a written petition in which the reasons for the exclusion shall be set forth. The Associate to be excluded shall be allowed to be heard for justifications at the General Assembly. --------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - CHAPTER FOUR ---------------------------------------------------------
- - THE ASSEMBLIES -----------------------------------------------------
ARTICLE ELEVENTH.- The Assembly of Associates shall be the supreme body of the Association, and it shall be governed by the following rules: -------------------------------------------------
Every year, during the f first trimester, the President shall call for an Ordinary General Assembly which shall take place with whatever The Assembly shall undertake: a) .- The election of the members of the Board of Directors, or the Sole Administrator, whose powers are established in these By-laws; b).- To examine and approve the yearly financial report of the Board of Directors and/or the Administrator.
TWELFTH ARTICLE.- An Extraordinary General Assembly shall be called and conformed in the same manner as an Ordinary General Assembly. It can take place at any time during the social year, or at any time that twenty five percent of the Active Associates so request it. It shall act exclusively on the subjects listed on the Agenda for the Day.
THIRTEENTH ARTICLE.- The calls for General Assemblies shall contain the Agenda for the Day and it shall be made by written notice delivered to the Associates, fifteen days prior to the date of the Assembly, with receipt of delivery.
FOURTEENTH ARTICLE.- The accords and decisions taken at a General Assembly shall be made by a majority of votes of the Associates attending the meeting. ----------------------------------------------
In elections, or when ten per cent of the Associates attending the meeting so decide, the vote shall be secret. Otherwise, the voting shall be open. ----------------------------------------------------------------
Attendance by two thirds of the Active Associates, shall make a quorum for an Extraordinary General Assembly. If this quorum is not present at the first call, a second call shall be made for the Assembly to take place, at least fifteen days after the first call. At the second call the Assembly shall be legally constituted no matter the number of Associates attending the meeting. The accords and decisions shall be taken by a majority of votes of the attendees. Decisions with regard to admissions or exclusions of Associates, its liquidation, change of its purposes and other essential changes in the organization, shall be taken only in an Extraordinary General Assembly. -----------------------------------
FIFTEENTH ARTICLE.- Active Associates not attending at a General Assembly, shall be allowed to appoint a representative.
No Active Associate attending at an Assembly, shall represent more than three other Active Associates. Said representation shall be made by proxy or power of attorney.
SIXTEENTH ARTICLE.- The Assembly shall consider only the matters
listed on the Agenda of the Day, unless ten percent or, more of the Active Associates ask for the inclusion of another issue in the Agenda, in which case, it shall be done by written notice a week prior to the date of the said Assembly. ---------------------------------------------------------------------------
- - CHAPTER FIVE -------------------------------------------------
- - - - - - - - - THE GOVERNMENT OF THE ASSOCIATION ------------------------------------------
SEVENTEENTH ARTICLE.- The Association shall be governed either by a Board of Directors, or, a Sole Administrator.
EIGHTEENTH ARTICLE.- A Board of Directors shall be constituted by a President, a Secretary and a Treasurer, who shall undertake their positions at the first meeting that takes place, after the General Assembly in which they have been elected. ------------------------------------------------------------
NINETEENTH ARTICLE.- The members of the Board of Directors, or the Sole Administrator, shall be in position for a term of a year, and shall remain in position until the new Directors and Sole Administrator are appointed. ---------------------------------------------------------------------------------------
The Ordinary General Assembly shall appoint the person or persons to serve in the positions of Administrator or member of the Board of Directors. -------------------------------
TWENTIETH ARTICLE.- Meetings of the Board of Directors shall be called, at any time and as many times as necessary, on request of any of its members. In these meetings, the quorum shall be by majority of the members, if the President is among the attendees. TWENTY FIRST ARTICLE.- The accords of the Board of Directors shall be taken by a majority of votes of the members attending the meeting. The vote of the President shall decide in a tied result. –
TWENTY SECOND ARTICLE.- The Board of Directors and/or the Director, in either case, shall have the following faculties and obligations: -
To arrange and direct the operations of the Association. Therefore, they shall be empowered to file suits and to execute acts of administration and domain, as well as to execute, endorse, grant and subscribe to contracts and credits. They also shall be vested with general and special faculties, including those faculties that according to Law require a special clause, subject to the provisions of Articles Two Thousand Four Hundred Twenty Eight and Two Thousand Sixty of the Civil Code of the State of Baja California and its correlatives of the Civil Code of the Federal District, and Article Ninth of the General Law of Titles and Credit Operations. Therefore, in an ennunciative and not imitative manner, they shall have the abilities to file and dismiss all kind of legal actions, including writs of habeas corpus, to appear and compromise in arbitration, to articulate and absolve positions as legal representative, to receive payments, to file criminal suits and complaints, appear before the District Attorney's Office seeking the remedies in each case and or to abandon criminal and civil actions; grant and revoke general and special powers, appoint the executives of the Association and set their responsibilities and remuneration, in each case. With regard to personnel and Labor Law matters, they shall be vested with the ability to appear per se or by their representative, who shall be the person or persons appointed to do so, before all kind of hearings and special conciliation meetings, to execute accords, covenants or transactions.
TWENTY THIRD ARTICLE.- Likewise, the President of the Board of Directors, shall have be the representative of the Association, subject to these By-laws and shall preside at the meetings of the Board of Directors and General Assemblies. If by any reason, the President is not able to accomplish his responsibilities, his faculties and obligations shall pass to the Secretary.
TWENTY FOURTH ARTICLE. - The obligations of the Secretary of the Board of Directors, are: -
First.- To assist the President of the Board of Directors and serve as his substitute in the President's absence. ----------------------------------------------------------------------------------------------------------------
Second.- Be in charge of the duties related to this position, such as signing the regular mail, and jointly sign with another member of the Board, the mail or documents of particular importance to the interest of the Association. -
TWENTY FIFTH ARTICLE .- The obligations of the Treasurer of the Board of Directors are:
First.- To keep record of the books and the administration of the Association funds presenting them to the Board of Directors. –
Two. - To authorize and pay the bills for regular expenses subject to the budget, and to present monthly reports to the Board of Directors of the Association's financial condition.
The afore mentioned acts and obligations shall be done without prejudice that the Board of Directors, at any time, may decide that the withdrawals of funds and the assumption of responsibilities be made with the joint signature of two or more members of the Board of Directors. -----------------------------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - CHAPTER SIX -----------------------------------------------------
THE PATRIMONY --------------------------------------------
TWENTY SIXTH ARTICLE.- The Association shall not have a capital. It shall have as a source of income the contributions received from its associates, the income coming in from its publications, other contributions and funds raised from events and promotions organized by the Association, as well as from other legal sources. The Association's assets shall be used exclusively in the interest of the Association. Benefits or dividends from any remnants. shall not be granted to any associate, either individuals or groups of persons, except in this last case, if it is a corporation or association as referred to in Article Seventy "B", of the Law of Income Taxes, or, if it is the payment for services received.
- - - - - - - - - - - - - CHAPTER SEVEN -------------------------------------------------------------------------
- - - - - - - - - DISSOLUTION AND LIQUIDATION ---------------------------------------------------------
TWENTY SEVENTH ARTICLE.- The Association shall be terminated only by the accord of an Extraordinary General Assembly, which shall be called subject to Articles Twelfth and Fourteenth of the By-laws hereto. If the Assembly decides for the termination of the Association, it shall appoint one or more liquidators, who shall undertake its liquidation. The liquidators shall have the faculties vested in the President in Article Twenty Second hereto. The liquidators shall pay the Association's debts and collect from its debtors. Once the Liquidators have paid the debts, collected the credits and cleared the assets, the remnant shall be deliver as donation to benefit a Mexican charity institution, or to any other legally established charity, subject to the terms of paragraphs a) and b) of Fraction I, Article Twenty Four of the Law of Income Tax. –
- TRANSITORIES ---------------------------------------------------
FIRST.- The appearing parties, founders of the Association, agree to consider this act as their first Ordinary General Assembly, and by unanimous vote, take the following accords: -----------------------
a).- Until the Assembly decides to the contrary, the Association shall be governed by a Board of Directors, who shall be formed by three general and temporary officials who fulfill the positions of President, Secretary and Treasurer, vested with the powers and faculties described hereto.
b) .- The appointees for these positions are: Maria del Carmen De La Toba, President; Thomas Allen Wharmby, Vice-President; Ann Khuener, Secretary; Sarah Landa-Lange, Treasurer; and Richard Sheppard, Member at Large .
SECOND.- In order to incorporate the Association which is formalized hereto, the required permit was obtained from the Secretaria de Relaciones Exteriores, No. 020002041, file 97020002028, page 3490, dated on the fourth day of September of nineteen hundred ninety
seven, attached hereto as appendix "A". -------------------------------------------------------------------------
I, the Notary give faith of the veracity of this deed and that the related statements and insertions, concur with its originals that I have before me, that I have no information nor doubt on the legal capability of the parties granting this instrument, who declared they were: Maria Del Carmen Martinez de De La Toba, Mexican, native of Guaymas, Sonora, where she was born on the Seventeenth day of November of Nineteen Hundred Fifty Eight, married, a housewife, with an address at Calle Playa Azul number Fourteen, Fraccionamiento Rica Mar, in this city, and declaring not being a payer of Income Tax.
Mr. Richard Sheppard, citizen of the United States, native of El Paso, Texas, E. U. A., where he was born on the Seventeenth day of April of Nineteen Hundred Thirty Seven, married, retired, with an address at Kilometer Forty Two of the free road Tijuana-Ensenada, in this city, that he is not payer of Income Tax. Mr. Thomas Allen Wharmby, United States citizen, native of Dobbs Ferry, New York, where he was born on the Seventeenth day of November of Nineteen Hundred Twenty Seven, married, retired, with an address at Cantiles Dorados number Thirteen, Kilometer Forty Two of the free road Tijuana-Ensenada, in this city, who declared that he is not payer of Income Tax. Mrs. Ann Kuehner, citizen of United States, native of San Jose California, where she was born on May Thirty of Nineteen Hundred Thirty Five, with an address at Calle Mazatlan number One Hundred Seventy Eight, Rancho Del Mar, Kilometer Twenty Four of the free road Tijuana-Ensenada, in this city, married, retired, not being payer of Income Tax. Mrs. Sarah Landa-Lange, United States citizen, native of Santa Barbara, California, where she was born on the Ninth Day of August of Nineteen Hundred Thirty Nine, with an address at Calle Playa Azul, Number Two, Fraccionamiento Rica Mar, married, a housewife, not being payer of Income Tax. All the above mentioned persons identified themselves with the documents of which I am attaching certified photocopies hereto, which I mark as Appendix "B". The foregoing appearing parties have given credit of their legal presence in the Country with the documents which photocopies are attached hereto as Appendix "C".
After I read the above to the appearing parties, to whom I advised of the penalties for perjury and explained to them its legal value
and consequences, they expressed their agreement to the same and signed it on the Thirteenth day of October of Nineteen Hundred Ninety Seven. I give faith.
Richard Sheppard.- Signed.- Ann Kuehner.- Signed.- Thomas Allen Wharmby.- Signed.- Maria de l Carmen Mart inez de De La Toba.- Signed.- Sarah Landa-Lange.- Signed.- Before me: The Notary's Signature.- The Notary's Seal that authorizes.
---- A U T H O R I Z A T I O N-------------------------------------------------------
I authorize the proceeding Deed on the Sixteenth Day of March of Nineteen Hundred Ninety Eight, after the inscription of the Association in the Registro Federal de Contribuyentes was presented before me.- The Seal of the Notary.--------------------------------------------------------------------------------
- - - - - - - - - - - - - MARGINAL NOTES ------------------------------------------------------------------------
NOTE ONE.- In Playas de Rosarito, on the Twenty Seventh Day of January of Nineteen Hundred Ninety Eight, under the number of this Instrument and marked with letter "D", has been attached to the Appendix of this Deed one certified copy of the notice delivered to the Secretaria de Relaciones Exteriores.- I give Faith.- Signature. -------------------------------------------------------------------------------
NOTE TWO.- In Playas de Rosarito, on the Sixteenth Day of March of Nineteen Hundred Ninety Eight, under the number of this Instrument and marked with letter "E", has been attached to the Appendix of this Deed one certified copy of the petition for the inscription in the Registro Federal de Contribuyentes.- I Give Faith.- Signature. -
- THE APPENDIX ------------------------------------------------
Subject to the provisions of Article Sixty Seven, first paragraph of the current Notarial Law, the notarial documents attached to the Appendix and marked with the letters from "A" to "E", are
photocopies dully compared with its originals and, therefore, authorized.
- - - - - - - - - - - - - - - INSERTION -------------------------------------------------------------------------------
ARTICLE (2428) TWO THOUSAND FOUR HUNDRED TWENTY EIGHT OF THE CIVIL CODE FOR THE STATE OF BAJA CALIFORNIA, AND (2554) TWO THOUSAND FIFTY FOUR OF THE CIVIL CODE FOR THE FEDERAL DISTRICT, READS AS FOLLOWS:- -
"In all Power of Attorneys granted to file suits, the legend that it is granted with all general and special faculties that according to Law, require a special clause, so it can be granted without limitation whatsoever, shall suffice. --------------------------------------------------------------------------------
In all General Power of Attorneys granted to administer assets and real estate, it shall suffice that it has been granted with said faculty, so the empowered party be fully vested with all kind of administrative faculties. ----------------------------------------------------------------------------------------------
In the case of general powers to exercise acts of domain, it shall suffice-that said power be granted with this character, in order for the empowered party to be able to exercise all the faculties of owner, either in relation to the properties, or as to protect and defend said properties . --------------------------
Whenever said power of attorneys have any limitation, in all or any one of the three cases above mentioned, it shall suffice to express therein said limitations, or, grant a Special Power of Attorney. Notary Publics shall insert this Article in the Testimony of each Power of Attorney granted. ----------
THIS IS A FIRST TESTIMONY OF THIS DEED, ISSUED FOR THE "COMITE DE REPRESENTANTES DE FRACCIONAMIENTOS DE ROSARITO", ASOCIACION CIVIL.
IT HAS NINETEEN PAGES AND HAS BEEN COMPARED WITH ITS ORIGINAL. PLAYAS DE ROSARITO, BAJA CALIFORNIA, ON THE FOURTEENTH DAY OF APRIL OF NINETEEN HUNDRED NINETY EIGHT. ---------------------------------------------------------------------
(SIGNATURE)
LUIS A DURAZO BAZUA NOTARY PUBLIC NUMBER ONE
(THE SEAL OF THE NOTARY)
Traducido: C men Ortega Villa. Perito Traductor autorizado por el Tribunal Superior de Justicia del Estado de Baja California.
Autorizacion No. 018.
Rosarito, Baja California, a 22 de Mayo de 1998. Tel. 2-01-55 Fax 2-02-76
