PUBLIC INSTRUMENT NUMBER 
VOLUME XCI 
FIFTH BOOK 

In Guadalajara, Jalisco, on February, 2009, before me, EDUARDO GONZALEZ BATIZ, Attorney at Law 
and Notary Public number 5 of this Municipality, appeared Mrs. 
Who stated: 
They agreed to incorporate a “NON-PROFIT ASSOCIATION” in accordance with the laws of the State of 
Jalisco, and pursuant to the terms of the By-laws that will be furthermore herein recorded. 
For said purpose, the permit of the Foreign Affairs Department number 1401685, file number 
2009141554, folio 090206141073 dated February 06, 2009 was proceeded and obtained, which I attach 
to my Book of Documents with the number________ , and that I literally transcribe as follows: 
BUREAU OF LEGAL AFFAIRS-DEPARTMENT OF PERMITS FOR MATTERS INVOLVING ARTICLE 27 OF 
THE MEXICAN CONSTITUTION – OFFICE OF THE FOREIGN AFFAIRS DEPARTMENT.-a Seal with the 
National Coat of Arms that reads: UNITED MEXICAN STATES.-FOREIGN AFFAIRS DEPARTMENT.-PERMIT 
141685.-FILE: 20091401554.-FOLIO: 090206141073. In accordance with the legal provisions of fraction 
I of Article 27 of the Mexican Constitution, fraction V of Article 28 of the Organic Law of the Federal 
Government, Article 15 of the Mexican Foreign Investment Law, and Articles 13, 14 and 18 of the 
Regulations to the Foreign Investment Law and the National Registry of Foreign Investment, and 
regarding the petition filed by FERNANDO ALARCÓN MENCHACA, pursuant to the legal provisions of 
fraction I subsection a) of Article 46 of the current Internal Regulations of the Foreign Affairs Department, 
a permit is granted to incorporate an “AC” (Non-profit Association) that will be named “CONDOMINIO 
ESPECIFICO RESIDENCIAL PENINSULA TORRE III”. This permit will be subject to the condition that in 
the corporate By-laws is stated the exclusion of foreigners clause or the agreement provided in fraction I 
of Article 27 of the Mexican Constitution, in accordance with the provisions of Article 15 of the Mexican 
Foreign Investment Law, and Article 14 of the Regulations to the Foreign Investment Law and the National 
Registry of Foreign Investment. This permit is granted without prejudice to the legal provisions of Article 
91 of the Industrial Property Law. This permit will be null and void if within ninety working days 
following its date of issuance, the interested party doesn’t execute a public instrument before a Notary 
Public in order to formalize said incorporation, in accordance with Article 17 of the Regulations to the 
Foreign Investment Law and the National Registry of Foreign Investment. Also, within the six months of 
the issuance of this permit, the interested parties must file before the Foreign Affairs Department a notice 
of the use of the name granted by said permit, pursuant to Article 18 of the Regulations to the Foreign 
Investment Law and the National Registry of Foreign Investment. Guadalajara, Jal., as of February 06, 


2009. The interested party will give notice of the use of this permit to the Department of Foreign Affairs 
within the following six months of its issuance, pursuant to the legal provisions of Article 18 of the 
Regulations to the Foreign Investment Law and the National Registry of Foreign Investment.-DEPUTY.One 
illegible signature.-JOSE MARCELO MAZARIEGOS MONTEAGUDO.-A seal with the National Coat of 
Arms that reads: UNITED MEXICAN STATES.-FOREIGN AFFAIRS DEPARTMENT.-OFFICE OF 
GUADALAJARA, JAL. 

BY-LAWS 

CHAPTER I 
ARTICLE ONE: The name of the Association will be “CONDOMINIO ESPECIFICO RESIDENCIAL PENINSUAL 
TORRE III”, and this name will always be followed by the words “ASOCIACIÓN CIVIL” (non-profit 
Association), or by its abbreviation “A. C.” 

CHAPTER II 
ARTICLE TWO: The purposes of the Association will be: 
1.-The management and maintenance of the real estate development named “Condominio Especifico 
Residencial Peninsula Torre III” (hereinafter referred to as the “Real Estate Development”), which 
includes a building of 96 apartments and its corresponding common areas and common areas of exclusive 
use, placed and built above the CONDOMINIUM UNIT UC/III located on Avenida Francisco Medina 
Ascencio 2485, Torre III (Tower III), Zona Hotelera Norte (North Hotel Zone) in Puerto Vallarta, Jalisco, 
with a surface area of : 6,333.64 square meters, and the following metes and bounds: 
TO THE NORTH: from northeast to southwest at a distance of 143.54 meters to the Condominium Unit 
UC/II. 
TO THE WEST: from northwest to the southeast at a distance of 28.34 meters, and ending at a distance of 

33.47 meters southeast to the Federal Zone of the Pacific Ocean. 
TO THE SOUTH: from southwest to northeast at a distance of 60.13 with Condominium Unit UC/IV, and 
ending at a distance of 99.95 meters northeast to the common area of common use of AC/I. 
TO THE EAST: from southeast to northwest at a distance of 2.08 meters to the common area of common 
use of AC/I. With a percentage of undivided property of 15.09% regarding the common areas of the 
Master condominium identified as “Condominio Residencial Peninsula.” 
2.-To organize the condominium owners of the condominium that will be the Condominio Especifico 
Residencial Peninsula Torre III, and/ or promissory buyer or sellers of said condominium, and/ or Settlors 
and Beneficiaries of the Trust of the bank Bansi, number X (of tower III), who is the current owner of 

UC/III, and who purchased the trust rights of the apartments that will be the private units of the 
Condominio Especifico Residencial Peninsula Torre III, with the purpose of contributing the necessary 
financial resources for the management and maintenance of the Real Estate Development. 

3. -As a consequence, the charging of fees for the maintenance and management of the Real Estate 
Development. Said maintenance and management include but are not limited to: supply of power, potable 
water and sewer system; maintenance policies of the equipments (pumps, filters, hydraulic equipment, 
power plant, elevators, etc.); hiring of insurance policies; tax payments; payment of wages and fees of 
management; hiring of consultants, security and cleaning personnel; and in general all kinds of expenses 
to maintain the common areas and elements. 
4. – To manage the financial resources of this Association that are collected to perform its purpose. Open 
bank accounts, and perform all kinds of operations related to the activities that are necessary to manage 
and maintain the Real Estate Development, including the purchase of raw materials and related items that 
are necessary for said purpose. 
5. –To hire personnel to carry out the management and maintenance of the Real Estate Development 
(employees and personnel hired on fee basis), as well as the hiring of all kinds of services to accomplish 
the purpose of the Association provided herein. 
6. – To comply with the tax and accountant liabilities of the financial activities and social security that are 
necessary to carry out the management and maintenance. 
7. – To represent the partners and the Real Estate Development before third parties, especially before the 
Federal, State and Municipal authorities, as well as against other adjoined condominiums and real estate. 
For such representation, the Board of Directors will have powers of attorney for acts of administration, for 
litigation and collections, and to open bank accounts. 
8. -To custody and storage of the assets and property of the Real Estate Development, for their proper 
use, control and inventory. 
9.-To represent the partners and the Real Estate Development, regarding the concession of the Federal 
Coastal Zone that borders with the Pacific Ocean, as well as to comply with the obligations thereof. 
10. -To execute all kinds of documents, which include but are not limited to contracts, agreements, 
negotiable instruments, etc., in order to comply with the purpose of the Real Estate Development. 
11. -To settle the conflicts that may arise among the associated partners, and between the associated 
partners and third parties. 
12. -To approve the income and expenses budget, reserves funds and extraordinary fees, in order to 
perform an efficient management and maintenance of the Real Estate Development, settle the 
corresponding amounts, and grant the corresponding authorization to establish penalties for defaulted 
parties. 
13. -To legally defend the Real Estate Development, as well its assets and rights against any third parties. 

14. – To assist the owner of the private unit UC/III in incorporating the Condominium System named 
“Condominio Especifico Residencial Peninsula Torre III”, before any corresponding authority. 
15.-Any other necessary activity to perform the purpose of the Association provided in this chapter, as 
well as any other activities that are related, linked, additional, supplementary or unanticipated as 
mentioned herein. 
CHAPTER III 
NATIONALITY 

ARTICLE THREE: The Corporation that is hereby incorporated is of Mexican nationality. As a 
consequence thereof and pursuant to provisions of Article 15 of the Mexican Foreign Investment Law, 
Articles 14 and 31 of the Regulations to the Foreign Investment Law, and the first fraction of Article 27 of 
the Mexican Constitution, the appearing parties agree that: “Any foreigner who, at the time of 
incorporation or thereafter, acquires a right or partnership interest in the Corporation, shall be deemed 
by such simple fact to be a Mexican citizen with respect to said interest or participation, and not invoke 
therefore, the protection of their government under penalty, in case of breach of such agreement, of losing 
said interest to the benefit of the Mexican Nation.” 

CHAPTER IV 
DURATION 
ARTICLE FOUR: The duration of the Association will be for 99 years, starting from the date of this 


instrument. 

CHAPTER V 
ARTICLE FIVE: The principal office of the Association will be Puerto Vallarta, Jalisco. However, the 
Association may establish offices, branches or agencies at any place in the Mexican Republic or abroad, 
without being deemed as a change of principal office. 

CHAPTER VI 
ASSETS 
ARTICLE SIX: The Association won’t have fixed assets, but will be formed and increased by the fees paid 


by the Association, which will be paid by its partners and will be used exclusively to pay the expenses of 
said Association and the activities that may be necessary to perform. 
The fees can be ordinary or extraordinary and of reserve, as long as such fees are settled by the General 
Meeting. 



Likewise, the assets of the Association will be increased by any other legal means, including donations by 
all kinds of public or private entities, trust, successions or by any other legal instruments of natural 
persons or legal entities. 
The Association will never have profitable purposes. 


ARTICLE SEVEN: The income of the Association will be exclusively assigned to perform the Association’s 
purpose. Therefore, at no time or by no reason whatsoever, may the surplus or profits be distributed to 
any natural person or the partners, whether periodically or at the time of liquidation; unless if in the latter 
case, it is any of the legal entities authorized to receive donations, in accordance with the provisions of 
subsections a) and b) of the first fraction of Article 24 of the Income Tax Law, or in case of remuneration 
of services rendered. If at the end of a fiscal year there is a surplus after expenses are paid, they will be 
specifically invested in the purposes of the Association. 
As a consequence thereof, periodically or at the time of liquidation, the partners may not receive any 
financial or in-kind benefits of the Association. 


CHAPTER VII 
PARTNERS 


ARTICLE EIGHT: The appearing parties of this public instrument will be deemed as partners, as well as 
those persons that are elected as such by the Partners Meeting, which must be condominium owners and/ 
or promissory buyers, and/or sellers, and/or Settlors and/or adhering beneficiaries of the UC/III where 
the Real Estate Development is being built. 

ARTICLE NINE: All partners will have the following rights: 

1. -To be part of the Meetings with the right to be heard and vote. 
2. -To vote and be voted to hold the positions established in these By-laws. 
3. -To present proposals related to the performance or improvements in organization and the 
achievement of the purpose of this Association. 
4. -To cooperate with the members of the Board of Directors and the Commissions that are appointed for 
the efficient performance and compliance of the Association’s purposes. 
ARTICLE TEN: The active members will have the following obligations: 

1. -To attend General Meetings. 
2. -To show evidence of payment of contributions or fees, which they have freely agreed to pay and that 
have been approved by the Meeting. 

ARTICLE ELEVEN: If the partner transfers by any means his/her property or property rights of the Real 
Estate Development or looses them by means of a court decree, it will be deemed as a cause to terminate 
his/ her rights as a partner. 

ARTICLE TWELVE: The capacity as partner will not be transferrable. In any case, partners will have the 
right to be removed from the Association, through a two months in advance previous written notice to the 
Secretary of the Association, and as long as they have paid all the contributions they are obliged to. 

ARTICLE THIRTEEN: Any partner can be removed from the Association by means of the majority of votes 
of the partners, excluding of course the vote of the concerned party. The removal will become effective 
immediately upon the written notification to the removed partner. 

ARTICLE FOURTEEN: The partners will have the following special obligations: 

a) Whenever it is required by the Partners Meeting, they will be asked to present to said Meeting a 

complete and accurate report of all the matters related to the services rendered to the Association, 

or on its behalf. 

b) To fully comply with the resolutions of the Partners Meetings. 

CHAPTER VIII 
FEES 
ARTICLE FIFTEEN: Partners must pay the ordinary and extraordinary fees settled by the General 


Meetings, in the way and terms provided by said Meetings, in order to comply with the purpose of this 
Association. 

ARTICLE SIXTEEN: The General Partners Meeting will establish the income and expenses budget of the 
Association, settling the amount of fees that are necessary to cover the maintenance and management 
expenses of the Real Estate Development. 

ARTICLE SEVENTEEN: If by any reason the income and expenses aforementioned in the previous article 
are not covered, the General Meeting may settle the necessary amounts to cover them and will decide the 
ordinary fees that must be paid by the partners, and the cost of the activities of the Association. Then a 
socioeconomic study will be submitted to the General Meeting, in order to present the need to increase the 
fees, and upon previous approval of said Meeting, the fees will be increased in the amount deemed 
appropriate. 


ARTICLE EIGHTEEN: The partners that are updated with the compliance of their obligations will have the 
right to participate in the Association’s activities. Although, they will not have any individual rights 
regarding the assets of the Association. 

CHAPTER IX 
MANAGEMENT 
ARTICLE NINETEEN: The Association will be managed by a Board of Directors, integrated by three or 


more persons, which will be elected by the Partners Meeting and will hold office until their removal. 

ARTICLE TWENTY: The Board of Directors will be deemed as legally convened if the majority of its 
members are present. 
The resolutions of the Board of Directors will only be valid with the affirmative vote of the majority of its 
attending members. 


ARTICLE TWENTY ONE: The Board of Directors shall be formed by a Chairman, a Treasurer, a Secretary, 
and the necessary regular directors, which will have the powers and authorities provided by the Law. The 
Board of Directors will have the powers that are not exclusive for the Partners Meeting, and that are 
necessary or appropriate; therefore, said Board will have a general power of attorney for acts of 
administration, powers of attorney for acts of ownership, and powers of attorney for litigation and 
collections, with all the general powers and those special powers which may require a special clause 
under the law, in accordance of Article 2207 of the Civil Code of the State of Jalisco and its counterpart 
Article 2554 of the Federal Civil Code1, which applies for Federal matters in all the Mexican Republic. 
Therefore, the Board will be able to: grant and execute negotiable instruments; represent the Association 
in all kinds of trials, procedures, and transactions before all kinds of authorities and Courts, whether 
Federal, State or Municipal; relinquish rights in rem (rights on a specific property), rights in personam 
(personal rights); settle disputes, submit to arbitration the matters of the Association, relinquish the 
address of the Association and submit it to another jurisdiction, extend jurisdiction, admit judgments, 
dismiss the writ of amparo; manage the goods of the association; enter for such purposes the necessary 
agreements, draw checks in order to have the funds of the Association available; execute all kinds of 
negotiable instruments and endorse them, and in general, to make and receive payments, appoint 
managers and attorneys-in-fact or special officers and employees, with all the powers and authorities 
deemed appropriate, and revoke said appointments, powers and authorities. 

Translator’s note: Código Civil Federal: also known as Civil Code for the Federal District, its title reads verbatim to the text 
of: the Civil Code for the Federal District in Ordinary Matters and for the Entire Republic in Federal Matters. 


Likewise, the Board of Directors may perform several commissions or appointments, such as: appoint the 

Study Commission, Honor and Justice Commission, Public Relations Commission, with all the powers 

settled by the Board. Also, the Board shall be empowered to grant said powers to third parties and to 

revoke them whenever is deemed appropriate. The Partners Meeting may broaden or limit the authorities 

of the Board of Directors. 

The Association will be ruled by a Board of Directors which shall be formed as follows: 

CHAIRMAN, who once he/she is appointed will become the legal representative of the Association, and 

will have full powers of representation to perform the following: 
a) Execute the resolutions of the General Meeting and the Managing Committee. 
b) Preside over the General Meetings, the Board of Directors and the acts and ceremonies organized 
by the Association. 
c) Execute the power of attorney of the Association for litigations and collections, that is hereby 
granted with all the general powers and those special powers which may require a special clause 
under the law, hence it is granted without any limitation whatsoever, in accordance with the first 
paragraph of Article 2554 of the Federal Civil Code and its counterparts of the civil codes of the 
states of its domicile. Therefore, the Chairman shall be empowered to: execute all kinds of actions 
and oppose pleas or defenses before the judicial, civil or criminal authorities, whether Federal or 
State; file all kinds of judicial remedies (appeal for relief) and dismiss the same, including the writ 
of amparo; produce evidence; submit and answer interrogatories; request the disqualification of 
judicial officers; take part in judicial sales, making bids, offers or further attachments, or to obtain 
court-ordered assignments; file charges, criminal complaints, and accusations; officially assist the 
public prosecutor, and to pardon the accused if permitted by law; settle disputes, submit to 
arbitration; make and receive payments; enter into all kinds of judicial or out-of-court agreements; 
appear before the labor authorities related with Article 123 of the Mexican Constitution; to 
perform on behalf of the association all kinds of procedures or legal proceedings that are 
necessary to settle matters that may arise, and to oblige the association to all kinds of conciliation 
agreements in accordance with Article 11 of the Federal Labor Law. Hence, the Attorney-in-fact 
shall be empowered to: appear before Conciliation and arbitration board (labor board), whether 
Federal, State or Municipal, and execute all kinds of acts that are specifically established by the 
Law, and represent the Association before all kinds of civil or criminal authorities, or before any 
other government body, whether Federal, State or Municipal, labor or statutory authorities, 
companies decentralized government agencies, and all kinds of natural persons or legal entities. 
d) To manage the goods and business of the Association, with broad authorities in accordance with 
the provisions provided herein and with the provisions of Article 2554 of the Federal Civil code 
and its counterpart of the current Civil Code of the State of his/her domicile. 


e) To grant and revoke general or special powers of attorney. 

f) To call ordinary and extraordinary general Partners Meetings, and execute its resolutions. 

g) When the Committee exists, to appoint its commissions assigning its authorities, and delegate 

authorities to such commissions or to some of its members in order to be executed in the business 

or places appointed by the Committee. 

The General Meeting of Active Partners may: freely appoint and remove the Chairman and other members 
of the Board of Directors, the Attorneys-in-fact, agents or employees of the association, and to determine 
its powers, authorities, assignments, working conditions and compensations. 


SECRETARY: He/ she will be in charge of writing the minutes of the meetings and the Board of Directors, 
as well as performing all tasks pertaining to the Secretary of the Association and the tasks ordered by the 
Chairman, the Board of Directors or the Partners Meeting. 


TREASURER: He/she will have in his/her care the accounts and funds of the Association, as well the 
totality of its assets. 


REGULAR DIRECTORS: They will perform all acts that are inherent as active members of the Board of 
Directors, executing the right to vote that corresponds to all of its members for the benefit and good 
performance of the Association. 
In order to execute the powers of attorney for acts of ownership and powers of attorney for negotiable 
instruments, two out of three members of the Board of Directors that hold the position of Chairman, 
Secretary or Treasurer must sign along. 


CHAPTER X 
FISCAL YEARS 
ARTICLE TWENTY TWO: Fiscal years will be of one year and at the end of each fiscal year a general 
balance will be created, which shall be submitted to the immediate General Meeting, and the Board of 
Directors, at least with one month in advance to the date of the Meeting, will deliver said balance to the 
Statutory auditor along with the supporting documents and a general report of the performance of the 


management of the Association. 

ARTICLE TWENTY THREE: Any partner may denounce through a written report the facts of the 
Association that he/she deems irregular. Said denouncements must include the statements and comments 


considered appropriate, and be submitted to the Board of Directors or the General Meetings of the 
Association. 


ARTICLE TWENTY FOUR: The members of the Board of Directors will act in their position without any 
compensation. 
The members of the Board of Directors will be individually liable for the performance of their obligations 
imposed by the law and these By-laws. 


ARTICLE TWENTY FIVE: If there is a compelling and just cause, any member of the Board of Directors 
may be removed from his/her positions or appointment, following a hearing that must be granted to the 
presumed affected party. 
Removals will be decided by the General Meetings called by the Board of Directors. In case there is a 
criminal conduct, charges can be filed before the competent authorities against the removed members. 
The Board of Directors will appoint among its members, an Honor and Justice Commission that will be in 
charge of investigating and gathering a file for the evidence of the presumed affected party. 


CHAPTER XI 
SURVEILLANCE 
ARTICLE TWENTY SIX: The surveillance and audit of the operations and accounts of the Association will 


be entrusted to a Statutory auditor, who shall be appointed by the Meetings of the active partners and its 
contributors, and will hold office for one year. At the end of the term of office, he/ she will continue to hold 
office until the Partners Meeting appoints a new alternate, which may or may not be a partner. 

ARTICLE TWENTY SEVEN: The Statutory auditor will have broad authority to: investigate and audit the 
accounting matters, review the files and books of the Association, and present an annual report to the 
Meeting, in which he/she will suggest the resolutions that he /she deems must be adhered to regarding 
the accounts of the Association. 

ARTICLE TWENTY EIGHT: The Statutory Auditor will be individually liable for the performance of 
his/her obligations imposed by the law and these By-laws. 

ARTICLE TWENTY NINE: The Statutory Auditor and members of the Board of Directors that may have 
conflicting interests in any operation of the Association, must restrain from any intervention, hence if they 
do not do so they will be liable for resulting damages and lost profits to the Association. 


CHAPTER XII 
MEETINGS 


ARTICLE THIRTY ONE: The General Partners Meeting is the main authority of the Association, who may 
agree and revoke all acts and operations of the latter, and resolve anything that may be appropriate. The 
Meeting is empowered to: 

1. -Approve the income and expense budget that is necessary to maintain and manage the Real Estate 
Development, and as a consequence settle ordinary and extraordinary fees. 
2. -Appoint and revoke the members of the Board of Directors, as well as the Statutory auditors, and 
approve the regulations of the commissions. 
3. -Approve the accounts. 
4. -Decide any goods transfer or encumbrances. 
5. -Decide the dissolution of the Association. 
6. -Amend the By-laws. 
7. -Decide the other matters that it is entitled to resolve by means of the Law or this By-Law. 
ARTICLE THIRTY ONE: The General Meetings will be held at least once a year during the first quarter, 
and they will deal with the matters provided in subsections 1, 2, 3, and 7 of the previous article. 
The Board will call meetings whenever it deems appropriate, and it will be bound to call a Meeting 
annually, or whenever is requested by the Statutory auditor or by the active partners that represent at 
least 25% of the total of the active partners. 


ARTICLE THIRTY THREE: The notice of meetings will be signed by the members of the Board of 
Directors and will be communicated by means of a publication in any of the biggest-selling newspapers in 
Guadalajara, Jalisco, at least one week in advance of the date of the Meeting; or by means of a letter with 
acknowledgement of receipt sent directly to the partners, at least one week in advance of the date of the 
Meeting. 
The Meeting can be held without need for previous call, if all the active partners are present at said 
Meeting. 


ARTICLE THIRTY THREE: The notice of meetings shall state the AGENDA, place, date, and time of the 
Meeting to be held. 


ARTICLE THIRTY FOUR: The active partners may be represented by means of proxy letter, but each 
Attorney-in-fact may only represent one partner. The officers of the association can’t be attorneys-in-fact. 



ARTICLE THIRTY FIVE: The Meeting will make the corresponding appointment of a chairman for 
discussions, and will also appoint one or more scrutineers to take attendance. 

ARTICLE THIRTY SIX: Once the Meeting has been legally convened, and in case it was not possible to deal 
with all the matters included in the agenda due to lack of time, the Meeting may be adjourned and 
continue on the following working days, hence, in that same act it has to previously settle the place, day 
and time for the continuation of the Meeting, without the need for a new notice of meeting. 

ARTICLE THIRTY SEVEN: In the Meetings voting will be roll call, and each partner will have the right to 
one vote. 

ARTICLE THIRTY EIGHT: The resolutions of the General Meeting that are taken pursuant to these Bylaws 
will bind all partners, even the absent or nonconformist partners, and will be definitive and without 
further appeal. Therefore, regarding said resolutions, the Board of Directors will be empowered to issue 
rulings, make the legal proceedings and enter into the agreements that may be necessary to execute said 
resolutions. 

ARTICLE THIRTY NINE: The General Meeting will be legally convened upon first call by the majority of 
the active partners, and its resolutions will be taken by the majority of the partners that are present at 
said Meeting. In the event of a tie, the Chairman shall have the casting vote. 

CHAPTER XIII 
ARTICLE FORTY: The General Meeting may agree upon the total or partial amendment of the 
Association’s By-laws, as well as the dissolution or liquidation of the Association. In the event of 
dissolution, the Association shall be set on liquidation2 status, and the General Meeting will appoint one or 
more liquidators3 that will pay the debts and realize the assets through cash transactions, unless in case 
that said Meeting approves to make in-kind payments. 
The liquidation will be subject to the terms agreed upon by the Meeting and by the applicable legal 
provisions. 

2 

Translators note: Liquidation: (Liquidacion): in corporate law, the sale of assets and discharge of liabilities of a corporation 
or partnership. Source: Dictionary of Mexican Legal terminology, spanish-english. Javier F. Becerra. México: Escuela Libre 
de Derecho, 1999. 
3 Translator’s note: Liquidator: (liquidador) an individual who is appointed by the shareholders or partners to wind up the 
business, liquidate (turn to cash) all assets and settle all liabilities of the company and distribute any surplus or loss among 
the shareholders or partners, following the dissolution thereof. Source: ibid. 


Once the credits, debts, and liquidation expenses are paid, the liquidators will deliver the surplus to an 
entity authorized to receive donations, in accordance with subsections a) and b) of the first fraction of 
Article 24 of the Income Tax Law. The content of this article will be irrevocable. 

ARTICLE FORTY ONE: In general, the liquidation will be subject to the terms agreed upon by the Meeting 
and by the applicable provisions. 

ARTICLE FORTY TWO: For all the unforeseen events in these By-Laws, the supplementary provisions of 
the Civil Code of the State of Jalisco will apply. 

TRANSITORY ARTICLES 
ONE: The Association will be ruled during its first fiscal year, and until new appointment, by a BOARD OF 
DIRECTORS, which shall be formed as follows: 

CHAIRMAN: 
TREASURER: 
SECRETARY: 
They are hereby granted a GENERAL POWER OF ATTORNEY FOR LITIGATIONS AND COLLECTIONS, 
POWER OF ATTORNEY FOR ACTS OF ADMINISTRATION, AS WELL AS THE AUTHORITY TO GRANT 
POWERS OF ATTORNEY, in order to be executed jointly or severally, and POWERS OF ATTORNEY FOR 
ACTS OF OWNERSHIP AND POWERS OF ATTORNEY TO EXECUTE NEGOTIABLE INSTRUMENTS, in 
order to be executed in the following terms: 
1.- POWER OF ATTORNEY FOR LITIGATIONS AND COLLECTIONS: in accordance with Article 2207 of 
the Civil Code of the State of Jalisco and its counterpart of the Civil Codes of the States of Mexico, the 
Attorney-in fact shall have all the general powers and those special powers which may require a special 
clause under the law, including the authorities provided in Article 2336 of the aforementioned Law, which 
include but are not limited to: a) dismiss trials, b) settle disputes, c) submit to arbitration procedures, d) 
request the disqualification of judicial officers, e) receive payments, f) other acts provided by the Law. 
Aside from the aforementioned, the Attorney-in-fact shall be empowered to: file and dismiss writs of 
amparo (amparo trials); file all kinds of judicial remedies (appeal for relief); assent trials or judgments; 
make bids; take part in investigations or criminal investigations, and criminal procedures in which the 
Association is a party thereof; file charges, criminal complaints, accusations, and officially assist the public 
prosecutor; become a civil party and execute actions of restitutions4; dismiss proceedings and legal 
actions filed by this Associations; drop charges; represent the association before third parties and before 

4 Translator’s note: in tort law, civil compensation or indemnity for damage that the victim or tort is entitled to 
recover form the wrongdoer. Source: ibid. 


all kinds of authorities in Mexico or abroad, including the authority to relinquish the address of the 
association and be submitted to any other jurisdiction; enter into agreements with the federal government 
in accordance with the first and fourth fraction of Article 27 of the Mexican Constitution and other 
applicable laws; and in general to perform all legal acts that are necessary to defend and protect the rights 
of the Association. 

2. – Broad power of attorney to manage the goods of the association: in accordance with the second 
paragraph of Article 2,207 of the Civil Code of the Sate of Jalisco and its counterparts of the Civil Codes of 
the States of México. 
3. - Power of attorney for acts of ownership: in accordance with the third paragraph of Article 2,207 of 
the Civil Code of the State of Jalisco and its counterparts of the Civil Codes of the States of Mexico, 
regarding the disposal of goods, as well as to make all kinds of proceedings in order to defend them, only 
regarding the operations of the Association. 
4.-Power of attorney to execute all kinds of negotiable instruments in accordance with Article 9 of 
the General Law of Negotiable Instruments and Credit Operations, and to guarantee negotiable 
instruments when they are issued by third parties or in operations that are of the interest of the 
Association. 
5.-To open and cancel check accounts on behalf of the association, as well as to perform all kinds of 
deposits, make funds withdraws, and appoint authorized persons to draw checks of said accounts. 
6. – To appoint and revoke the officers of the Association. 
7. -To establish branches or agencies of the Association in any part of México or abroad. 
8. -To draft the internal labor regulations of the Association. 
9. -To delegate authorities in one or more of its members, so that the latter may perform specific acts. 
10.-To call ordinary or extraordinary Partners Meetings, or special meetings in case there are several 
series or categories of shares; for all the cases provided in the Articles of Incorporation and By-Laws, as 
well as every time that is deemed appropriate, establishing the place, date and time for the holding of the 
meeting. 
11. -To comply and enforce the resolutions approved by the Partners Meeting. 
12. -To appoint and remove external auditors of the Association. 
13. -To grant special and general powers of attorney, withholding its execution and to revoke some and 
others. 
I, THE NOTARY PUBLIC CERTIFY AND ATTEST: 

a) The authenticity of the act. 
b) In my judgment, the appearing parties have the legal capacity to enter into agreements and to be 
bound, hence I did not observe any natural incapacity, and I haven’t been informed that they are subject to 


legal incapacity. The appearing parties under affirmation state to me that they know each other and can 
identify themselves. By their personal date they stated to be: 
Mexicans by birth, of legal age, and residents of this city. 
c) That I requested to the appearing parties: 
Their taxpayers identification cards, and since they did not provide them, I warned them the provisions of 
the third paragraph of Rule 2.3.15 of omnibus tax ruling of 2000, and I will proceed to file before the 
Department of Treasury and Public Credit to corresponding NOTICE referred on said ruling, which I will 
attach to the appendix of my Book of Documents with the number 
d) The appearing parties identify themselves before me, with the documents of which I attach a copy to 
my Book of Documents with the number 
e) Regarding the payment of the Income Tax, the appearing parties stated that they are up to the date with 
said payment, without acknowledging it in this act, and in that sense I gave them the corresponding legal 
warnings. 
This instrument was read by myself, the Notary Public, to the appearing parties, and once they were 
warned of its value, scope and legal consequences, as well as the need for its registration, in agreement 
with its content they ratified and signed it along with my signature that authorizes this document, at…