PLAYA ENCANTO
|
PLAYA ENCANTO
|
|
|
refresh page click here 1
Carlos Cabrera Munoz, Esq. Notary Public Francisco Javier
Cabrera Fernandez, Esq. Deputy - - - Volume nine hundred seventy-three
----------------------------------------------------------------------------- - - - Number forty thousand seven hundred and
thirty-two-------------------------------------------------------- - - - In the city of Hermosillo, Sonora, Mexico on the 30th thirtieth day
of the month of March 1993 nineteen ninety-three, before me, Carlos Cabrera
Fernandez, Esq., Deputy Notary Public Number Eleven, appeared; --
---------------------------------------- - - - Mr. Eleazar Fontes Moreno; Mexican citizen, of legal age, married,
an attorney originally from Hermosillo, Sonora, where he was born on the 23rd
twenty-third of July 1947 nineteen forty-seven, residing at 122 one hundred
twenty-two Serdan Avenue, Altos 10 ten of this
city.---------------------------- - - - The party appearing is personally known by me and has the capacity
to contract and to comply with obligations assumed, I certify the foregoing and
he said that he comes to request the services of the subscribing notary public
for the Articles of Incorporation to be recorded in the notarial record book and
it literally states:-------------------------------------------------- ---------------------------Playa Encanto Articles of Incorporation and
Bylaws-------------------- Neighborhood Civil Association, A.C In the city of Phoenix, Arizona on the first day of September nineteen
ninety-two, the persons indicated at the end of this charter appeared to
incorporate a civil association that is to be registered under the current
regulations of the state of Sonora, Republic of Mexico and which the parties
agree to conform to the law by means of this instrument, in accordance with the
following: - - - - - - - - - - - - - - - --------------------------------------------------------Bylaws---------------------------------------------------------- - - - Name, Nationality, Registered Address, Duration, Objectives and
Assets;-------------------------------- - - - Article 1. The appearing parties incorporate a civil association to
be named Playa Encanto Neighborhood Civil Association (PENCA), to which the
words Asociación Civil or its equivalent A.C. shall
be added.------------------------------------------- - - - Article 2. The association being incorporated is Mexican and its
partners agree that any foreigner who, during the incorporation or at any time
in the future, acquires an interest or shares in the association shall be
considered by that simple act as a Mexican citizen in regards to said interest
and shares and it is to be understood that they agree to waive any right to seek
the protection of their own government, under penalty, in case said agreement is
violated, of forfeiting their interest and/or shares in favor of the Republic of
Mexico.-------------------------------------------------------------------------------------- - - - Article 3. The registered address of the association will be Puerto
Peñasco, Sonora, Mexico even though branch offices may be established in
the Republic of Mexico or in a foreign country, but the members’ meeting and
the Board will have the express authority to designate or establish conventional
addresses to comply with the corporate purpose of the
association.---------------------------------------------- - - - Article 4. The term of this association will be 30 years. It is a
not for profit organization and it shall remain on the sidelines of any
political or religious issue or problem and there shall be no room within its
structure for any form of discrimination be it social or racial.
------------------------------------------------ - - - Article 5. The association’s corporate purpose shall be the
following. ------------------------------------- -
- - - 1.- To promote or support all types of cultural,
educational, scientific and artistic activities in general to the benefit of the
subdivision known as "Playa Encanto". - - - - 2.- To create, promote and support the delivery and maintenance
of public works in the areas of trash collection, patrolling and public
security, roads and walkways, sidewalks, rain drainage and sewers as well as
electric power and street lighting for the aforementioned
subdivision.------------------------------ - - - - 3.- To promote and defend the interest of the owners and
possessors regardless of the manner in which they hold title of lots and/or
buildings within the subdivision named "Playa Encanto" previously
referred
to.---------------------------------------------------------------------------------------------------------------- - - - - 4.- To execute any legal transactions, contracts and agreements
on behalf and in representation of the members as long as said legal
transactions have a bearing on the corporate purpose previously
described.---------------------------------------- - - - - 5.- The general defense of the common interests of the possessors
and owners of the lots and buildings that constitute the "Playa
Encanto"
subdivision.-------------------------------------------------------- - - - - 6.- To become party to any legal action on behalf and in
representation of the members of this association against any individual or
entity be it in private or public law to preserve the common interests of said
members. ----------------------------- - - - - 7.- The acquisition of personal and/or real estate property,
taking into account the restrictions for foreigners established by the Mexican
laws, to comply with the corporate purpose of this association and in general to
undertake the execution of any legal transactions, contracts and/or agreements
to fulfill the corporate
purpose.------------------------------------------------ - - - Article 6. The association’s assets will be established by the
dues set for the members, the assets and donations that it could receive and by
the rights of personal security or on a specific property that the association
may receive by any other legal
instrument.------------------------------------------------------------ ---------------------------------------------------Membership------------------------------------------------------- - - - Article 7. Membership in the association is open to all
owner-possessors be it as owners or beneficiaries regardless of the manner in
which they hold title of lots and/or buildings within the subdivision named
"Playa Encanto". -
- - Article 8. To be eligible for membership in the
association, the person must be an owner or possessor regardless of the manner
in which they hold title of lot(s) and/or building(s) and construction site(s)
within the subdivision named "Playa Encanto"." -
-It is established
that, prior to determining eligibility for membership, it shall be the
responsibility of the applicant to be free of pending debts with the state or
federal government of the Republic of Mexico. All persons who subscribe to the
current bylaws as well as those who request admission in writing to the Board of
Directors and receive the approval of the General Members Meeting will be
admitted as members.--------------------------------------------- - - - Article 9. The duties of the association members are as follows, A)
To comply with the current bylaws, B) pay the dues which will be set by the
Board of Directors with the approval of the General Members Meeting in order to
accomplish the corporate purpose of the association.--------------------------- - - - Article 10. The rights of the association members are, A) to obtain
the benefits resulting from the services provided by the association, B) to be
heard and vote in the members meetings and C) to hold
office.-------------------------------------------- - - - Article 11. Membership in this association is personal and thus non
transferable.------------------------ ---------------------------------------General Members Meeting---------------------------------------------- 3 - - - Article 12. The General Members Meeting is the governing body of
the association and its membership is made up of all the members in good
standing who have paid the association dues and have not lost the standing as
members.-------------------- - - - Article 13. The General Members Meeting shall decide the following
items: 1.- The nomination of the members who shall be on the Board of Directors;
2.- The creation of the regulations for the management of the business
administration of the association; 3.- The admission or expulsion of members;
4.- The resolution by virtue of an agreement of the issues designated by these
bylaws.---------- - - - Article 14. The President and the Secretary of the Board of
Directors shall call a General Members meeting. The Board of Directors shall
call at least two General Shareholder meetings per year and the
Board of Directors shall call a meeting when ten per cent of the Members so
request. The notices of the meeting(s) shall be sent to the registered address
the members have given the association at least two weeks before the date of the
meeting. Said notice shall include the Agenda to be discussed and any member
shall be able to include an item on the agenda by presenting said item to the
Board President 30 days before the date the meeting is to take place. Each
General Members Meeting agenda shall allow the opportunity for the members to
present new items to discuss.-------------- - - - Article 15. One of the Ordinary General Members Meeting has to take
place within three months of the end of the fiscal year to: 1.- Approve, if
appropriate, the Board of Directors’ annual report paying special attention to
the Treasurer’s Report; 2.- Approve the budget for the following year’s
expenses; 3.- Elect the following year’s Board Members; 4.- Consider the other
items on the agenda.----------------- - - - Article 16. The quorum necessary to conduct any association
business that necessitates a vote is defined as a third of the membership of the
General Members Meeting. The right to vote is limited to those members present
who have the right to be in the general meeting unless two thirds of the votes
of the quorum of a general meeting decide that mailed-in ballots can be used. If
mailed-in ballots are used, a summary of the pros and cons of the items shall be
sent along with the ballot. A simple majority of the persons present or dully
represented shall be sufficient for any decision or action necessitating a vote
to be approved. The exception is any revision to these bylaws, for which a
different procedure is established elsewhere in this charter.- Voting can be
oral or by ballot. Any request by a member of the General Members Meeting to
vote by ballot on any particular item shall be considered valid and the results
shall be counted by two inspectors who shall be designated by the General
Members Meeting. Each member shall have one vote. In the case of corporate
ownership or of multiple properties, each lot shall be limited to one vote,
which can be executed by proxy letter signed by the grantor in the presence of
two witnesses. A proxy letter must be signed and dated by the member for every
general meeting; no member shall exercise more than 3 votes by proxy.
Email proxies will be accepted when sent by members in good
standing from the email address registered with PENCA. All General
Members Meetings minutes shall be signed by the Secretary, registered and
included in the registry book. ----------------------- - - - Article 17. These bylaws may be changed, amended, reformed or
partially repealed by the vote of a two-thirds majority as long as fifty per
cent of all eligible members with the right to vote are present. Any member of
the association may make a motion to propose an amendment during the General
Members Meeting. A motion to amend shall be discussed at the general meeting and
it shall be further discussed and submitted to vote at the next meeting, if more
evidence is desired to clarify whatever points may need clarifying. If such an
amendment is approved by a two-thirds majority, it shall be effective
immediately. If fifty per cent of all eligible members with the right to vote
are not represented in the general meeting, then mailed-in ballots shall be
used.----------- ---------------------------------------About the Board of Directors------------------------------------------- - - - Article 18. The association’s representation and legal
transactions shall the responsibility of the Board of Directors made up of the
number of members decided at the General Members meeting, but never less than
five. The General Members Meeting shall elect a Board of Directors which shall
have a President, President-Elect/Past, Secretary,
Treasurer and three Vocals; others may be elected according to the decision of
the General Members Meeting. Board Members must be Association members. The
Board members shall
perform their duties during the period for which they were elected but in case
of their tenure expiring they shall continue with the performance of duties
until the new members are elected and sworn into office.
------------------------------ - - - Article 19. In order to satisfy all the duties assigned, the Board
of Directors shall have ample power of attorney for litigation and collections,
for acts of administration and acts of ownership as well as specific authority
to substitute such power from any member of the association or person not
involved with same.
------------------------------------------------------------------ - - - Article 20. The President of the Board of Directors shall be the
legal representative of the Association and shall have the following
authority:---------------------------------------------------------------- - - - - 1.- The authority of attorney-in-fact, with ample power of
attorney for litigation and collections, and for acts of administration, with
general and special power and authority including those requiring a special
clause, in accordance with the provisions of Article 2831 of the Civil Code of
the State of Sonora and the corresponding article(s) in the rest of the Republic
of Mexico. The attorney-in-fact shall have the authority to bring any type of
legal action including a writ of amparo, any type of filings and
appearances before any government authorities or withdrawal of actions or
charges, to file criminal complaints, to suspend charges, to answer or respond
to interrogatories and [sic:] appearances before any government authorities or
withdrawal of actions or charges, to file criminal complaints, to suspend
charges, to answer or respond to interrogatories, to cross-examine witnesses on
behalf of the association; to bestow, revoke and delegate authority and power in
whatever terms may be deemed appropriate and favorable in the interests of the
Association as well as authority to subscribe all manner of documents and to
renew the power and authority for any
occasion.----------------------------------------------------------- - - - - 2.- To execute any and all transactions and to agree to arbitrate
and to appear before any labor board, be it local or federal, on behalf of the
association as well as appearing with ample power of attorney before the
Department of Labor and Social Welfare and/or its bureaus where applicable to
settle and execute agreements, to answer labor disputes as well as assuming
obligations on behalf of the association in all manner of labor disputes
according to articles 10, 12, 14 and 162 of the Federal Labor
Law.---------------------------------------------------------------------------------------------------------------- - - - - 3.- In addition, [the President] will have the power and
authority to acquire movable and immovable goods by any legal means, to sign for
its price, to receive payments, to sign titles with the exception of the ones
that imply the power of an owner, as well as the corresponding
invoices.------------ - - - - 4.- To sign, endorse, guaranty all manner of business documents
in accordance with Article 9 of the General Law of Negotiable Instruments and
Credit Operations only on behalf of the association.------ - - - Article 21. The positions of the members of the Board of Directors
are honorary and may not be delegated to or executed by a representative or
agent.-------------------------------------------------------------- - - - Article 22. The Board of Directors shall convene as frequently as
necessary. The quorum needed to convene a board meeting is three fifths of its
membership. The minute entries of all board meetings shall be registered in the
registry book, which is to be maintained for that purpose by the secretary. The
minutes shall be signed by the secretary or his/her designee, to be chosen
according to the current bylaws. In the alternative, the remaining member(s)
shall designate the replacements, whose appointment shall be considered
provisional until the General Meeting can ratify their position.---------- - - - Article 23. The terms of office for the members of the board of
Directors shall be as follows: President, Two years; President-Elect, one year;
Past President one year, Secretary, three years; Treasurer, three years; Vocal,
three years, with a new vocal elected every year, which shall commence on the
date when the board starts its duties. The terms for the secretary and the
treasurer shall be intermittent. ------------------------------------- - - - Article 24. The President is the executor of the decisions made by
the Board of Directors unless the Board designates someone else to carry them
out; the President has the main duty of ensuring that the provisions of the
current bylaws, the decisions made by the members at the General Members Meeting
and by the Board be implemented. The President shall present a report of the
actions taken by the Board to any regularly convened General Members
Meeting.----------------------------------- 5 - - - Article 25. The Secretary shall maintain the minutes from the Board
and General Members meetings, which shall be registered in the corresponding
minutes book.---------------------------------------- - - - Article 26. The Treasurer shall have the duty of managing the funds
and properties included in the Association’s assets and shall have joint
signing authority, with the President, in the documents that imply an obligation
for the Association. The Treasurer shall be in charge of accounting and shall
present a report to the Board re: the funds and properties of the Association at
every Board meeting and shall submit a balance statement to the General Members
Meeting with the corresponding support documents disclosing the financial state
of affairs of the Association during the current fiscal year.
-------------------- - - - Article 27. The Members have the right to verify that their
contributions as well as the Association’s assets are being used for the
corporate purpose stated. Thus, they shall have access to the Association’s
books and records and for this purpose shall designate a supervising officer or
a statutory auditor who shall be elected at the Annual Members Meeting. The
balance statement and the supporting books and records shall be available for
inspection at least fifteen days before each General Members meeting.------ --------------------------------------------Dissolution and
Liquidation---------------------------------------- - - - Article 28. The dissolution of the Association may be effected for
the following reasons: 1).- By the General Members Meeting agreement to that
effect with the participation of 75 seventy-five percent of the members; 2).-
The expiration of the duration set by these bylaws; 3).- The corporate purpose
having been fully accomplished; 4).- Inability to fulfill its stated corporate
purpose; 5).- A judgement rendered by a competent authority.
------------------------------------------------------ - - - Article 29. In case of dissolution, all net assets of the
association shall be distributed among the members in proportion to their
contributions after deducting the liabilities, in proportion to the members’
contributions, unless the General Members Meeting decides something
different.---------------- - - - Article 30. In regard to the items that have not been provided for
in these bylaws, the provisions of Volume Five, Part II, Title XII of the Civil
Code of the State of Sonora shall be applicable.---------------- ----------------------------------------------TRANSITION ARTICLES----------------------------------- - - - First.- The agreements herein contained in the foregoing articles
were unanimously adopted by the members of the Association gathered at the
Charter Meeting and thus become the Bylaws of the Association to be complied
with at all times for the duration of the
Association.------------------------------- - - - Second.- The members present,
comprising in this case the General Members Meeting, designate unanimously the
members that are to be the Board of Directors during the first term as
follows:------------ - -
President:------------------------------------------------Mr. Gary
Curtis------------------------------------------ - -
Vice president: ----------------------------------------- Mr. James Weeks
--------------------------------------- - -
Treasurer: -----------------------------------------------Ms. Pamela Powers
------------------------------------- - -
Secretary: -----------------------------------------------Ms. Mary Ann Appleton
------------------------------- - -
Vocal: ---------------------------------------------------John Hurts
------------------------------------------------ - - Being present at this
proceeding, Mr. Gary Curtis, Mr. James Weeks, Ms. Pamela Powers, Ms. Mary Ann
Appleton and John Hurts accept the positions bestowed upon them and affirm that
they will duly comply with the bylaws of this Association in performing the
duties of their positions.---------------] - - Third. – Mr. Gary Curtis and Mr. Eleazar Fontes Moreno are
authorized to appear together or on their own to formally request the notary
public of their choosing to record these Articles of Incorporation and Bylaws in
the notarial record book and to register them at the Public Registry of Real
Estate Property and Commerce of the corresponding
jurisdiction.--------------------------------------------------------------------
- - The content of the aforementioned Articles of Incorporation and Bylaws was
read and the appearing parties, appraised of its content, as stated in the
English and Spanish languages, sign and agree to consider this legal instrument
the Articles of Incorporation and Bylaws of Playa Encanto Neighborhood Civil
Association, sign at the bottom and ratify its content for any legal purpose on
the day it is dated.--- 6 - - - Gary Curtis.- Signature.- James Weeks.- Signature.- Pamela Powers.-
Signature.- Mary Ann Appleton.- Signature.- John Hurts.-
Signature.---------------------------------------------------------------------- The permit issued by the Department of Foreign Affairs is truly and
correctly transcribed as follows:------ - - On the upper left margin.- Stamped
seal with the national coat of arms that reads: United Mexican States.-
Department of Foreign Affairs.- Mexico.- On the right upper margin.- Permit
26000259.- File 9326000258.- Page 266.- Original text: In regard to the
application made by Mr. Eleazar Fontes Moreno, this Department grants permission
for the use of the name Playa Encanto Civil Neighborhood Association when the
aforementioned corporate entity is formed. This permit shall be contingent upon
the insertion of the Exclusion of Foreigners Clause in the Articles of
Incorporation and Bylaws, as provided for in Article 30 or the agreement noted
in Article 31, both contained in the Regulations of the Foreign Investment Act
to Promote Mexican Investment and Regulate Foreign Investment. The Notary Public
or the Public Commercial Attestor [Commercial Notary Public] who records this
permit in the notarial record book shall notify the Department of Foreign
Affairs, within 90 working days from the date of the authorization document,
about the use of the permit or, if applicable, about the agreement to waive [its
use] as mentioned in the preceding paragraph.- Notice is given of the foregoing
based on Constitutional Article 27, paragraph I, Article 1 of its Internal
Regulations, Article 17 of the Foreign Investment Act to Promote Mexican
Investment and Regulate Foreign Investment and the terms of Article 28,
paragraph V of the Federal Public Administration Act.- This permit shall be
rendered null and void if not used within 90 working days from the date it was
issued and this is granted notwithstanding the provisions of Article 91 of the
Industrial Development and Protection Act.- Hermosillo, Sonora.- February 4,
1993 Real Democracy, No Reelection.- Regional Director. Pacific Region.- P.A.
Alejandro Sobarzo Loaiza, Esq. Signed.-
P.A.-1.------------------------------------------------------------------------------------------------------Legal
Capacity-------------------------------------------------------- - - Mr. Eleazar
Fontes Moreno shows evidence of his position as representative with a true and
correct transcription of the
minutes.----------------------------------------------------------------------------------------------
- - For the purpose of paying income tax, the grantors attest under affirmation
that they do not have any pending indebtedness without
substantiation.-------------------------------------------------------------------
- - This document was read by the appearing parties, the legal force and effect
of its content was explained as well as the necessity of registering it with the
Public Registry of Real Estate Property and Commerce of this jurisdiction and
having stated to be in agreement with its terms, they ratified and signed it
before me.- I certify the foregoing.- Eleazar Montes Moreno.- Carlos Cabrera
Fernandez, Esq.- Notary Public Number Eleven.- Deputy. Signed. Notary Public
seal.--------------------------------------------- - - In Hermosillo, Sonora,
Mexico, on the eighteenth day of the month of June of nineteen ninety-three,
having complied with the statutory requirements, I approve this document.- I
certify the foregoing.- Carlos Cabrera Fernandez.- Notary Public Number Eleven.-
Deputy. Signed. Notary Public seal.----------- - - This First Official
Transcript, third copy, was taken from the original for the use of Playa Encanto
Neighborhood Civil Association, A. C., consisting of ten pages duly verified,
initialed, numbered, signed and stamp sealed, and it is issued in the city of
Hermosillo, Sonora, Mexico on the twenty-fifth day of the month of November of
two thousand and four. I certify the foregoing.---------------------------- [ Francisco Javier Cabrera Fernandez, Esq. Deputy Notary Public of Notarial Office Number Eleven
|