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SEAL
STATE OF NUEVO LEON
ROBERTO S. CASTILLO GAMBOANOTARY PUBLIC No. 76
EXPEDITED FOR THE USE OF:
NORTH AMERICAN INTERNATIONAL TRADE CORRIDOR PARTNERSHIP, A.C.
SAN NICOLAS DE LOS GARZA, N.L., MEXICO 2ND OF DECEMBER OF 1999
JORGE TREVIÑO No. 413 COL. JULIO A. TREVIÑO SWITCH/FAX 383-53-00 SAN NICOLAS DE LOS GARZA, N.L. WITH 4 LINES
Note: The translation of the original document was done on March 30, 2000 by David Spielman.
SERIES III:---------------------------VOLUME VIII:-------------------------------------FOLIO: II
NUMBER: 2,803 (TWO THOUSAND EIGHT HUNDRED AND THREE)......IN THE CITY OF SAN NICOLAS DE LOS GARZA, NUEVO LEON, on the 27th day of the month of August of 1999, performed at 6:00 p.m., I constituted on the premises located at Justo Sierra #371, Colonia Anáhuac in said municipality, before me, ROBERTO SERGIO CASTILLO GAMBOA, posessing the Title of Notary Public Number 76 – seventy-six, practicing in this municipality the Mayor of the Municipality of San Nicolás de los Garza, JORGE LUIS HINOJOSA MORENO; LAURA DUEÑAS DE ARNAIZ representing FRANCISCO GARRINDO PATRON, Mayor of the Municipality of Querétaaro, Querétaro; ROBERTO ARIZPE GARZA representing MANUEL I. LOPEZ VILLARREAL, Mayor of Saltillo, Coahuila; ULISES A. DE LA GARZA VALDES representing MARTHA PATRICIA RIVERA PEREZ, Mayor of Chalco, State of Mexico; ULISES A. DE LA GARZA VALDES, representing JORGE ARANA ARANA, Mayor of Tonalá, Jalisco; ROBERTO LEAL TOBIAS representing ALEJANDRO ZAPATA PEROGORDO, Mayor of San Luis Potosí, S.L.P.; MARTHA LETICIA SOSA GOBEA, Mayor of Manzanillo, Colima; RICARDO TEJEDA representing JOSE LUIS DURAN REVELES, Mayor of Naulcalpan de Juárez, State of Mexico; FEDERICO ALANIS PEÑA representing HUMBERTO VALDEZ RICHAUD, Mayor of Reynosa, Tamaulipas; CARLOS VAZQUEZ OLDENBOURG, Mayor of Colima, Colima; RODOLFO LOPEZ GAYTAN, representing JESUS MARIA ELIZONDO GONZALEZ, Mayor of Monterrey, Nuevo León; BOSSUET ESQUINCA GARCIA, representing DR. FRANCISCO A. ROJAS TOLEDO, Mayor of Tuxtla Gutiérrez, Chiapas; LORENA DORANTE LEMUS, representing FRANCISCO JUAN AVILA CAMBEROS, Mayor of Veracriz. Veracriz; ERICK ROMO ARREDONDO, representing ENRIQUE CARDENAS DEL AVELLANO, Mayor of Ciudad Victoria, Tamaulipas; ABEL GIERRA GARZA. Mayor of Escobedo, Nuevo León; DR. REYES BETANCOURT LINARES, Mayor of Chilpancingo, Guerrero; MARCOS EFREN PARRA GOMEZ, Mayor of Taxco, Guerrero; JORGE FAJARDO FRIAS, representing MAGDALENA NUÑEZ MONRREAL, Mayor of Zacatecas, Zacatecas; ALFREDO ESCOBEDO ROMO, representing JORGE CARLOS OBREGON SERRANO, Mayor of León, Guanajuato; FERNANDO ADAME DORIA, Mayor of Linares, N.L.; HOMERO SANDOVAL ADAME, representing ALEJANDRO PAEZ ARAGON, Mayor of Santa Catarina, N.L.; ROBERTO DELGADO OLMEDA, representing ROBERTO DE JESUS MOJARRO ARROYO, Mayor of Tehuacán, Puebla; BONNIE SUE COOPER, representing KAY WALDO BARNES, Mayor of Kansas City, Missouri; JOHN “TINY” McTAGGART, representing CAROL MARINOVICH, Mayor of Kansas City, Kansas; KENNETH BARR, Mayor of Fort Worth, Texas; PHILLIP DOUGLAS DUNCAN, Mayor of Belton, Missouri and LARRY ROSS STOBBS, Mayor of the City of St. Joseph, Missouri--------whose respective juridical naming and personalities shall be incorporated in the appendix of this writing, and left before me with the representation manifested to provide confirmation for the Probate for the Assembly of the Civil Association named NORTH AMERICAN INTERNAATIONAL TRADE CORRIDOR PARTNERSHIP---------------------------------- In accordance with the Constitutive Statutes of the Association, Ulises de la Garza, in his position as President/CEO, convenes the Assembly, declaing if a legal quorum exists for holding an Extraordinary Assembly of the Associates, for which the same is legally installed and for which all agreements adopted in it have legal validity. It follows that the President/CEO shall proceed to announce the Order of the Day:- ----------------------------------------ORDER OF THE DAY-------------------------------------------I.- STUDY OF THE MODIFICATIONS OF THE STATUTES OF THE ASSOCIATION, INCORPORATING ARTICLE THIRTY-NINE--------------------------------II.- ACCEPTANCE OF NEW MEMBERS TO FORM PART OF THE NON-PROFIT ASSOCIATION--------------------------------------------------------------------------------I.-The President proposes to the Assembly the substitution of certain existing sta-tutes by those transcribed below: -----------------------------------------------------------------
-------------------------------------------ARTICLE SIX------------------------------------------------
The Association constituted in these Articles shall not exist for preponderately economic ends, nor for commercial speculation, its objectives being:----------------- a) To establish an alliance of North American communities united by an International Trade Corridor through the assignment of resources and the establishment of communication to encourage sustainable economic and social development.- c) To stimulate initiatives and programs to expand trade, as well as economic and social development in the municipalities and cities involved.- i) To encourage the development of strategic alliances among the cities hereby represented with the goal of encouraging regional cooperation, trade among the members of the corridor which this association represents, industrial diversification, expansion of the channels of distribution, and increasing competitiveness in public administrations of the member cities, both in the economic and social aspects.- q) To economically support the activities of the member municipalities, oriented toward promoting and encouraging initiatives and programs to stimulate economic and social development, as well as public and private investment in technology, infrastructure and human resources in order to foster trade and tourism in the municipalities involved, as well as the attainment of the remainder of the Association´s objectives. The above is in conformity with the provisions of Article 70-A of the Federal Income Tax Law in force, and its quality as an entity economically supporting its member municipalities as corporate persons authorized to receive donations deductible in the terms of the law cited above.- r) To receive donations from its donors deductible in terms of the Federal Income Tax Law according to Article 70-A of the same, for which this Association shall comply with the following requirements: I. – It shall devote the totality of its income to the ends for which it was created. –II. –At the moment of its liquidation, it shall designate all of its assets to the member municipalities of the Association, this remainder in its quality as an entity authorized to receive donations from its donors, deductible in accordance with the provision of Article 24, part I, clause a) of the Federal Income Tax Law in force------------------------------------------------------------------
--------------------------------------ARTICLE SEVEN------------------------------------------------
The Association is a non-profit organization which does not seek economic benefits specifically for itself; nor does it exist for the purpose of commercial speculation. It is comprised of municipalities and entities organized as cities, located in Mexico as well as abroad, identified by and committed to the mission, objectives and philosophy of the Association. Its membership includes municipalities and cities in Canada, the United States of América and the United States of Mexico.--------------------------------------------------------------------------------------- ------------------------------------ARTICLE NINE-----------------------------------------------------
There will be three types of associates: Sponsor Associates, Partner Associates and Participating Associates. The associates will have the rights to: a) elect members of the Board of Directors; b) participate in interactive telephone calls regarding the affairs of the association if their officials or representatives have been elected to the Board of Directors; c) receive discounts in conjunction with the Summits of Mayors and other events of the association; d) receive discounts in the installation of modules in the Summits and other Association events; e) receive discounts in promotion booths at the Summits of Mayors and other events of the association; f) receive discounts for booths and printed promotional material; g) be included in the association’s directory and receive its bulletin; h) receive studies, analyses and their results, memoirs and reports generated by the Association through electronic means; i) utilize the services offered by the Association´s virtual operations center; and j) receive support and counselling from the Association.
The Sponsor Associates, as well as the Partner Associates and Participant Associates, will have a voice and vote in the Assembly of Mayors, as well as having equal access to the rights laid out above, except those referred to at the beginning of i), which will be provided according to the type of association to which they pertain.
When these statutes make reference to associates without qualifications, it shall be understood that all types of associates are refered to.---------------------------------------
----------------------------------ARTICLE FOURTEEN----------------------------------------------
The Assemblies of the Council of Mayors will have the attributes conferred to them in the statutes and shall be held at least once per year to discuss, approve, or modify the report of the Board of Directors, or to deal with: I.- naming to or removal from the Board of Directors; II.- decisions regarding the admission or expulsion of associates, airing the opinion of the Board of Directors; III.- decisions regarding the anticipated dissolution of the association or with regard to its extension for a longer period as provided in these statutes; IV.- decisions regarding the liquidation of all the assets and property of the association; V.- decisions related to any other matters mentioned in these statutes or of importance for effective operations of the Association. The Assemblies of Mayors will only be occupied with the matters appearing in the respective Order of the Day.----------------------------
----------------------------------------ARTICLE FIFTEEN--------------------------------------------
The Assembly of the Council of Mayors will be held when convoked or requested by the Board of Directors, or when requested upon vote of approval by at least two thirds of the members of the Council of Mayors.
The Letter of Convocation shall be signed by the person composing it, and shall indicate the place, day and hour of the Assembly; moreover, it shall contain the Order of the Day, clarification as to which letter of convocation is dealt with. When an authentic registration list is sent, the Board of Directors is always required to notify the associates via registered mail, express parcel service, fax or electronic communication at least fifteen (15) days before the Assemby is held.
Assemblies can always be validly carried out without necessity of a convocation letter in advance after everyone pertaining to the Council of Mayors or his/her representative has been present.
In order for an Assembly to be considered legally convened in virtue of the first letter of convocation, at least fifty-one (51) per cent of the members of the Council of Mayors or their legally authorized representatives must be present, and resolutions will be valid only when approved by the vote of at least two thirds of those present. When dealing with second or posterior letters of convocation, the Assembly shall validly be installed with any number of members or representatives, and the resolutions will be valid when approved by the vote of at least two thirds of those present. There should be at least forty-eight (48) hours of mediation between the dates of the Assemblies indicated in every letter of convocation.
If it is not possible to cover the matters in the Order of the Day, the Assembly can finish its agenda at a later date without need of a new letter of convocation, provided the Assembly is legally installed.-------------------------------------------------------
------------------------------------ARTICLE EIGHTEEN---------------------------------------------
The Assemblies of the Council of Mayors will be presided over by the Chair of the Board of Directors. In addition, the Secretary of the Board of Directors will also serve as Secretary of the Council of Mayors. In case of the absence of the functionaries mentioned, those in attendance can designate the persons who shall act as Chair and Secretary of the Assembly by resolution.
The Association will maintain a book of the Minutes of the Council of Mayors, in which the letters of convocation and the Orders of the Day of the Assemblies not held due to lack of a quorum will be annotated. The Minutes must be signed by the Chair and the Secretary of the Board of Directors.
It shall be mandatory for the members of the Council of Mayors, the associates, and even those absent or in opposition during the vote on resolutions to obey the provisions of such resolutions if they are validly adopted.-----------------------------------
------------------------------ARTICLE TWENTY-ONE----------------------------------------------
The Administration of the Association shall be in charge of a Board of Directors to be elected during the Assemblies of the Council of Mayors and will be comprised of twelve (12) elected officials and their respective substitutes, among whom the elected Directors shall name a Chair, two Vice-chairs, a Treasurer, and a Secretary; these officials will posess the functions and attributes conferred in these statutes and by the Board of Directors, itself. The Chair of the Board of Directors shall have the deciding vote in the case of an even vote; the Executive President shall be appointed by the Board of Directors and shall be an “ex/oficio” member of the Board of Directors with a voice, but no vote. The Assembly of the Council of Mayors will elect the members of the Board of Directors from among the candidates selected and proposed by the Electoral Committe of the Association, according to the principles of regionality and representation established in this Article, which must always be observed by the Committee.
Having integrated into the Board of Directors, the Electoral Committe of the Association shall, upon the approval of the Board of Directors, geographically divide every nation mentioned in Article Seven of these statutes into four (4) regions, which will in turn be integrated by at least one (1) city or municipality which shall posess the character of associate and must be located in that region.
Likewise, persons elected as members of the Board of Directors shall exercise their authority in representation of the associate with which they are affiliated as employees, functionaries or representatives, in no case representing themselves as individuals.
Every region will always have the right to have one (1) elected member and his/her respective alternate named from among the candidates which every region proposes to the Electoral Committee of the Association, independent of the number of associates in the region, with the understanding that if the region in question has more than one (1) associate, the council member and his/her respective alternate (who shall not be from the same city as the corresponding elected official) is required to be linked to other associates in the region as though they were employees, functionaries or representatives.
In the case that there is not at least one (1) associate in a specified region, the Council for that region or those regions shall be considered vacant and the Council positions shall be filled by persons designated by the Board of Directors by a majority vote any time those persons have not been candidates selected by the Association’s Electoral Committee to occupy a position on any council.
Regardless of the provisions discussed in the previous paragraph, if at any time following the election of the Board of Directors, any region(s) without any associate comes to have at least one (1) associate per region, such region(s) can then propose candidates to the Electoral Committee to occupy the corresponding Board of Directors seats; in such a case, the persons chosen by the Electoral Committee from among the candidates mentioned shall be proposed for election by the Council of Mayors in Assemblies held for that purpose as promptly as possible, and once elected, they will replace the persons who had filled the vacancy or vacancies in question. If they have filled more than one vacancy, but fewer associates are incorporated than the number necessary to fill the positions available, the positions to be filled by new associates will be determined by drawing lots.
The Association’s Electoral Committee shall establish the procedures, geographic and regional divisions, regulations for selection, and all other requisites for the integration of the candidate lists presented on the part of the Council of Mayors for election. In addition, it shall resolve any question, problem for consultation or situation in such a manner as to make the decision definative and not subject to appeal, with the understanding that to the extent it relates to geographical and regional divisions, its integration, delimitation or modification shall always require approval by the Board of Directors.
The Board of Directors, in addition to the attributes and responsibilities established in these statutes, shall be responsible for formulating the policies to guide the Association, including the financial and strategic planning. The Board of Directors shall be able to name supporting committees, if such action is deemed necessary, in the manner they consider appropriate; however, they shall invariably name such committee at least thirty (30) days before the date of the Council of Mayors Assembly to be convened for the purpose of electing the Board of Directors, an Electoral Committee comprised of five (5) members who must also be members of the Board of Directors, at least one (1) of which must represent each country specified in Article Seven of these statutes; the committee mentioned shall be responsible for the selection of the candidates or lists of candidates for election at the Assembly of the Council of Mayors to constitute the Board of Directors according to the principles of regionality and representation established in this Article. The Electoral Committee shall meet as often as necessary, and must always request permission to do so from the Board of Directors, the Assembly of the Council of Mayors or the majority of the members of the latter. The Electoral Committee shall exist from the time it is named until the date when the elected Board of Directors commences its responsibilities, and the President/CEO of the Association will be an “ex-oficio” member of the committee referred to with voice, but without vote, and who must attend all sessions of the Committee.
Once the members of the Board of Directors have been elected and have taken charge of their responsibilities, the associate with whom each of them were linked, due to his/her public post, selection or representation, shall possess the right effective immediately via written communication directed to the Chair of the Board of Directors, to remove from or substitute a Council position in virtue of having suspended or terminated the relationships previously mentioned, in which case this person shall cease his/her functions immediately, his/her substitute immediately filling this person’s position; with the understanding that if this substitute is unable to assume the above-mentioned responsibilities, the Board of Directors, by a simple majority vote of its members, shall elect an official member and his/her corresponding substitute, providing the departing associate, not having named a substitute, propose candidates to the Board of Directors to occupy the position; however, this proposal is in no way binding upon the Board of Directors.
It shall be possible to remove members of the Board of Directors upon the request of any associate in the case that such members become guilty of any of the suppositions indicated in clauses b), d), and e) of Article Thirty-two of those statutes, in the case indicated in the previous paragraph or if the member fails to attend (2) or more sessions during his/her term in office. The decision for removal shall be made by the Disciplinary Council based on integrated evidence and proven cause.
The members of the Board of Directors may be reelected and shall serve in their posts for three (3) years beginning from the date that the Assembly of the Council of Mayors designates them, but shall continue in their functions until their replacements take charge of their responsibilities. On the other hand, departing Board members shall guarantee the performance of their replacements by finishing matters still pending at the end of their terms.
The Board of Directors shall meet at least three times annually to deal with the matters mentioned in the respective convocation letter. The Chair of the Board of Directors, the President/CEO of the Association, any Vice-chair or the Council of Mayors, through a resolution of two thirds of its members, shall have the right to convene a meeting of the Board of Directors.
Likewise, the Board of Directors will make resolutions regarding the designation of representatives of the Association before international organizations and at international conferences, and regarding the amount and timing of the economic contributions of the associates.
The members of the Board of Directors shall not receive fees for their labors as members of the Board.--------------------------------------------------------------------------------
------------------------------------ARTICLE TWENTY-TWO----------------------------------------
The Board of Directors shall validly function with the attendance of at least seven (7) of its members, and its resolutions shall pass upon the approval of the majority of those present, with the understanding that for dealing with the naming or removal of members, or any other matter related to the performance of the Exectutive President, the attendance of the twelve (12) members is required, and resolutions shall be passed in such cases upon vote of approval by at least eight (8) of its members. The Chair of the Board of Directors shall have the deciding vote in the case of an even vote.-------------------------------------------------------------------
-------------------------------ARTICLE TWENTY-NINE--------------------------------------------
The patrimony of the association is comprised of: a) The dues determined annually by the Board of Directors, which must be collected during the first two months of the year, unless the final day of the second month is not a business day, in which case the dues shall be collected no later than March 1; b) The special contributions determined by the Board of Directors; c) The monetary contributions and contributions in kind generated by donations received; d) The resources obtained through the performance of activities programmed for the raising of funds in order to accomplish the social objectives.
The Association’s Board of Directors will be responsible for the making of the patrimonial and financial policies of the association as well as the disposition of its property, rights and patrimony to the extent that such disposition does not imply all of the property, rights and patrimony of the association.
The custody and direct administration of the patrimony of the Association shall be the responsibility of the Treasurer, who will rely upon the budget approved by the Board of Directors, with the knowledge that any expenditure or investment not contemplated in that budget shall be approved individually by the Board of Directors.
Associates who leave the Association voluntarily or are expelled shall have no rights in the distribution of assets.------------------------------------------------------------------
------------------------------------ARTICLE THIRTY-------------------------------------------------
The operating period shall extend from January first to December thirty-first of every year, except the first operating period, which will be irregular, extending from the date when this document is signed until December thirty-first of the same year.
The Assembly of the Council of Mayors shall designate an accountant to perform audits in addition to certifying the balances in the accounts and the financial statements of the Association. This accountant will also be authorized to check the books and accounts of the Association, as well as supporting documents and all other corresponding documents for which review is justified.-------------------------------
-------------------------------ARTICLE THIRTY-THREE-------------------------------------------
The expulsion of an associate shall be decided by the affirmative vote of at least two thirds of the members of the Assembly of the Council of Mayors, and that decision shall be final and not subject to appeal.----------------------------------------------
-----------------------------------ARTICLE THIRTY-SIX---------------------------------------------
In the event of the liquidation of the Association, the Assembly of the Council of Mayors shall designate two liquidators, who under the supervision of the Disiciplinary Council, shall procede to pay the debts and obligations of the Association with the capital resources of the patrimony, and any remainder, if it exists, shall be distributed among the associates in proportion to each associate’s contributions.--------------------------------------------------------------------------------------------
---------------------------------ARTICLE THIRTY-NINE--------------------------------------------
The Association shall indemnisize and peacefully settle the conflict with regard to any associate, member of the Association’s governing organs or disciplinary organs, or person who in his/her function as employee, advisor, consultant or assistant colaborating with the above-mentioned organs, posessing any responsibility, incurs costs or suffers any damages or injustice in the legitimate exercise of his/her rights or prerogatives, or as a result of that person’s performance of his/her obligations or duties, any time he/she demonstrates that the responsibility, damage, cost or injustice under consideration has been incurred in apparent good faith without any measure of negligence or guilt by the person seeking indemnization.--------------------------------------------------------------------------------
------------It is resolved to make modifications to the Statutes previously transcribed--------------------------------------------------------------------------------------------------II.-The Assembly of Mayors is disposed to deal with the study for the acceptance of new members to form part of the Civil Association mentioned, which shall place under discussion and resolve to accept as founding members of the Association previously mentioned, and with the same rights and obligations as the original founding partners, the following municipalities: RODOLFO LOPEZ GAYTAN representing Mayor JOSE MARIA ELIZONDO GONZALEZ of the City of Monterrey, Nuevo León; City Councilwoman BONNIE SUE COOPER representing KAY WALDO BARNES, Mayor of Kansas City, Missouri; Municipal Secretary of Economic Growth and Development BOSSUET ESQUINCA GARCIA representing DR. FRANCISCO ANTONIO ROJAS TOLEDO, Constitutional Mayor of Tuxtla Gutiérrez, Chiapas; Commissioner JOHN “TINY” MCTAGGART representing C. CAROL MARINOVICH, Mayor of Kansas City, Kansas; Councilwoman LORENA DORANTES LEMUS, Second Trustee representing Mayor FRANCISCO JUAN AVILA CAMBEROS of Veracruz, Ver.; Director of Economic Development ERICK ROMO ARREDONDO representing Mayor ENRIQUE CARDENAS DEL AVELLANO of Ciudad Victoria, Tamaulipas; the Mayor of the City of Escobedo, N.L. ABEL GUERRA GARZA; KENNETH BARR, Mayor of the City of Fort Worth, Texas; DR. REYES BETANCOURT LINARES, Mayor of Chilpancingo de los Bravo, Guerrero; MARCOS EFREN PARRA GOMEZ, Mayor of Taxco de Alarcón, Guerrero; JORGE FAJARDO FRIAS, City Council Trustee of Zactecas, Zac. representing MAGDALENA NUÑEZ MONRREAL, Mayor of Zacatecas; ALFREDO ESCOBEDO ROMO representing Leon, Guanajuato Mayor JORGE CARLOS OBREGON SERRANO; FERNANDO ADAME DORIA, Mayor of Linares, N.L.; HOMERO SANDOVAL ADAME representing ALEJANDRO PAEZ ARAGON, Mayor of Santa Catarina, N.L.; Mayor PHILLIP DOUGLAS DUNCAN of Belton, Mo.; ROBERTO DELGADO OLMEDO, Secretary of the City Council of Tehuacán, Puebla representing FELIPE DE JESUS MOJARRO ARROYO, Mayor of the city mentioned; Mayor of the City of St. Joseph, Mo. LARRY R. STOBBS.------------------With the declarations above, those persons appearing in the list grant the following clauses:--------- ------------------------------------------CLAUSES------------------------------------------------------ ---ONLY:- The present EXTRAORDINARY ACT OF THE GENERAL EXTRAORDINARY ASSEMBLY OF THE ASSOCIATION named NORTH AMERICAN INTERNATIONAL TRADE CORRIDOR PARTNERSHIP held this day shall remain in protocol for all legal effects whatsover. ----------------------------------------PERSONALITY-------------------------------------------------All accredit their persons for comparison with the following documentation:.............. ----With the first testimony of Public Writing No. 13,350, dated February 19, 1999, which contains the Constitution of the Civil Association mentioned, which was entrusted to Dr. Agustín Basave Fernández del Valle, practicing in Monterrey, N.L. and rightfully remaining written in the Public Record of Property and Commerce under Number 222, Vol. 38, Book 5, Section III Civil Articles, dated March 2, 1999. (Querétaro) LAURA DUEÑAS ARNAIZ accredits her person for comparison with POWER OF ATTORNEY, granted by Francisco Garrido Patrón.- (Saltillo) ROBERTO ARIZPE GARZA, accredits his person for comparison with POWER OF ATTORNEY, granted by Manuel I. Lopez Villarreal.- (Chalco, State of Mexico) ULISES A. DE LA GARZA VALDES, accredits his person for comparison with POWER OF ATTORNEY granated by Martha Patricia Rivera Pérez.- (Tonalá, Jalisco) ULISES A. DE LA GARZA VALDES, accredits his person for comparison with POWER OF ATTORNEY granted by Jorge Arana Arana on August 25, 1999.- (San Luis Potosí) ROBERTO LEAL TOVIAS, accredits his person with POWER OF ATTORNEY, which was granted by Alejandro Zapata Perogordo.- (Naucalpan, State of Mexico) RICARDO TEJEDA NICHOLS, accredits his person with POWER OF ATTORNEY , granted August 24, 1999 and containing Broad Power.- (Reynosa, Tamaulipas) FEDERICO ALANIS PEÑA, accredits his person for comparison with POWER OF ATTORNEY, the same having been certified by Alfonso Salinas Flores on August 26, 1999.- (Monterrey) ROBERTO LOPEZ GAYTAN accredits his person with A.F.P. No. 20.710 dated August 27, 1999, which contains SPECIAL POWER OF ATTORNEY, which was granted by he himself and ratified before Evaristo Ocañas Mendez, Notary Public No. 51 practicing in Monterrey, N.L.- (Tuxtla Gutiérrez, Chiapas) BOSSUET ESQUINCA GARCIA accredits his person for comparison with POWER OF ATTORNEY granted August 25, 1999.- (Veracruz, Ver.) LORENA DORANTES LEMUS, accredits her personality for comparison with the certification of Act No. 1 dated January 1, 1998.- (Ciudad Victoria, Tamaulipas) ERICK ROMO ARREDONDO, accredits his person for comparison with broad GENERAL POWER OF ATTORNEY granted August 26, 1999.- (Zacatecas, Zac.).- JORGE FAJARDO FRIAS, accredits his person with BROAD POWER OF ATTORNEY granted August 19, 1999, signed and sealed as witness of the attendance of the Municipal Secretary of Zacatecas.- (León, Guanajuato) ALFREDO ESCOBEDO ROMO, accredits his person for comparison with POWER OF ATTORNEY, signed as witness of the attendance of the Director of Judicial Services.- (Santa Catarina, Nuevo León) HOMERO SANDOVAL ADAME, accredits his person for comparison with SUFFICIENT POWER OF ATTORNEY , granted August 11, 1999.- (Tehuacán, Puebla) ROBERTO DELGADO OLMEDO, accredits his person for comparison with BROAD AND SUBSTANTIAL POWER OF ATTORNEY granted August 25, 1999.- (Kansas City, Kansas) JOHN “TINY” McTAGGART accredits his name for comparison with POWER OF ATTORNEY granted August 18, 1999.- BONNIE SUE COOPER accredits her person for comparison with POWER OF ATTORNEY granted July 7, 1999.- ----------------------------------------------II.- With the Act of Assembly, which by means of the present instrument has been in protocolized.----------------------------------------------
-------------------------------------------GENERAL-----------------------------------------------------All, under oath to tell the truth, claim to be of mature age. JORGE LUIS HINOJOSA MORENO, Mexican citizen, married, originally of Monterrey, N.L., Municipal Mayor, with Federal Taxpayer Identification No. HIML-550927, with domicile at Alfonsina Astorny #615, Col. Anáhuac, in San Nicolás de los Garza, N.L.- RODOLFO LOPEZ GAYTAN, Mexican citizen, married, originally of Monterrey, N.L., professional, with Federal Taxpayer Identification No. LOPR-480202 , with domicile in the official administrative district of Monterrey on Zaragoza Street, bounded by Constitución Avenue and Zuazua Streets.- LAURA DUEÑAS DE ARNAIZ, Mexican citizen, married, originally of Querétaro, professional, with Federal Taxpayer Identification No. DUCL-6200917-6L0, with domicile at Ave. 16 de Septiembre #74 Ote., Col. Centro, in Santiago de Querétaro, Querétaro.- ROBERTO ARIZPE GARZA, Mexican citizen, single, originally of Saltillo, Coahuila, professional, with Federal Taxpayer Identification No. AIGR-560614-2K3, with domicile at Lerdo de Tejeda #1174, Zona Centro, in Saltillo, Coahuila.- ROBERTO LEAL TOBIAS, Mexican citizen, married, originally from Cd. Victoria, Tamaulipas, professional, with Federal Taxpayer Identification No. LETR-521007-6YB, with domicile at M. Bernal Jimenez #108, Col. Polanco, in San Luis Potosí, S.L.P.- MARTHA LETICIA SOSA GOBEA, Mexican citizen, origninally from Manzanillo, Colima, married, Municipal Mayor, with Federal Taxpayer Identification No. SOGM-501125-167, with domicile at Popocatelpec #171, Col. Bella Vista, in Manzanillo, Colima.- RICARDO TEJEDA NICHOLS, Mexican citizen, married, originally of the State of Mexico, professional, with Federal Taxpayer Identification No. TENR 600802-9G5, with domicile at Av. Juárez #39, Fraccionamiento El Mirador, in Naucaulpan de Juárez, State of Mexico.- FEDERICO ALANIS PEÑA, Mexican citizen, married, originally from Reynosa, Tamaulipas, professional, with Federal Taxpayer Identification No. ALPF-540223, with domicile at Herón Ramirez #447, Col Rodríguez, in Reynosa, Tamaulipas.- DR. BOSSUET ESQUINCA GARCIA, Mexican citizen, married, originally from Tuxtla Gutierrez, Chiapas, professional, with Federal Taxpayer Identification No. EUGB-640107-M32, with domicile at Agua Azul #1-B, Villas Misol – HA in Tuxtla Gutiérrez, Chiapas.- LORENA DORANTES LEMUS, Mexican citizen, married, originally of Veracruz, Ver., professional, with Federal Taxpayer Identification No. DOLL-550115, with domicile at Calle Alamo 147, Fraccionamiento Floresta, in Veracruz, Ver.- ERICK ROMO ARREDONDO, Mexican citizen, married, originally of Mexico City, professional, with Federal Taxpayer Identification No. ROAE-540218, with domicile at Madero Nte. #102, Sector Reforma, in Cd. Victoria, Tamaulipas.- ABEL GUERRA GARZA, Mexican citizen, originally of Monterrey, N.L., married, professional, with Federal Taxpayer Identification No. GUGA-560230, with domicile at Abasólo #505, Zona Centro, in General Escobedo, N.L. DR. REYES BETANCOURT LINARES, Mexican citizen, married, originally of Acapulco, Guerrero, with Federal Taxpayer Identification No. BELR-530106-GC8, and with domicile at Ave. Juan N. Alvarez #23 int. 1, in Taxco, Guerrero.- CARLOS VAZQUEZ OLDENBOURG, Mexican, married, originally of Colima, professional, with Federal Taxpayer Identification No, VAIC-430515 residing at-TZ2, an dwith domicile at Prot. Gregorio Torres Quintero 85001, Centro, in Colima, Colima.- MARCOS EFREN PARRA GOMEZ, Mexican citizen, married, originally from Taxco, Guerrero, professional,with Federal Taxpayer Identification No. PAGM-540618, and with domicile at Benito Juárez #6, Col. Centro, in Chilpancingo de los Bravo, Guerrero.- JORGE FAJARDO FRIAS, Mexican citizen, married, originally of Zacatecas, Zacatecas, professional, with Federal Taxpayer Identification No. FAFJ-490829, and with domicile at Heroes de Chapultapec #1110, in Zacatecas, Zacatecas.- ALFREDO JAVIER ESCOBEDO ROMO, Mexican citizen, married, originally of Mexico City, professional, with Federal Taxpayer Identification No. EORA-520315- AN8, with domicile at Blvd. Adolfo López Mateos #3401 Ote., Fraccionamiento Industrial, Julián de Obregon, in León, Guanajuato.- FERNANDO ADAME DORIA, Mexican citizen, single, originally of Linares, N.L., professional, with Federal Taxpayer Identification No. AADF-571217, and with domicile at Pino Suarez #201 Sur, in Linares, N.L.- HOMERO SANDOVAL ADAME, Mexican citizene, single, originally of Monterrey, N.L., professional, with Federal Taxpayer identification No. SAAH-671030, and with domicile at Zaragoza #110 Nte., Col. Centro, in Santa Catarina, N.L.- ROBERTO DELGADO OLMEDO, Mexican citizen, single, originally of Tehuacán, Puebla, professional, with Federal Taxpayer Identification No. DEOR-610321, and with domicile at Calle 5 Ote. #103, Col. Centro, in Tehuacán, Puebla.- ULISES A. DE LA GARZA VALDES, Mexican citizen, married, originally of Monterrey, N.L., professional, with Federal Taxpayer Identification No. GAVU-661107-S1A, with domicile at Calle 4ta #428, Col San Jerónimo, in Monterrey, N.L.- BONNIE SUE COOPER, U.S. citizen, married, originally from Kansas City, Missouri, professional, born January 13, 1934, with address at 414 East 12th Street, 29th Floor, in Kansas City, Missouri.- JOHN “TINY” McTAGGART, U.S. citizen, married, originally of Kansas City, Kansas, professional, born December 21, 1942, and with domicile in Office Building, 701 N. 7th St., Ste. 979, in Kansas City, Kansas.- KENNETH BARR, U.S. citizen, originally of the state of Texas, born May 22, 1942, with domicile at City Hall, 1000 Throckmorton St. In Ft. Worth, Texas.- PHILLIP DOUGLAS DUNCAN, U.S. citizen, originally from Iowa, professional, born September 17, 1944, and with domicile at 506 Main Street in Belton, Missouri. LARRY ROSS STOBBS, U.S. citizen, originally of California, professional, born August 13, 1937, and with domicile at Frederick Avenue #1100, St. Joseph, Mo.----
-----------------------NOTARIZATION OF WITNESS BORN IN GOOD FAITH------------
I, THE NOTARY, BEAR WITNESS IN GOOD GOOD FAITH:- Of the truth of the Articles, of the fidelity of that which is related therewith and transcribed, that I personally know those appearing before me, whom I consider to possess the legal capacity necessary to hold the juridical act with which it deals, of which the requirements of Article 106 one hundred and six of the Notary Law currently in effect are satisfied, and that having read it to the interested party, instructing the with regard to the parts dealing with scope and legal effect of its content, informing of the obligation inscribed in the First Testimony of this writing in the Public Record of Property and Commerce of this City, its intention is verified to me and I RATIFY AND SIGN it as it is with me. Today, August 27, 1999.- I BEAR WITNESS IN GOOD FAITH.-------------------------------------------------------------------------------------------
San Nicolás de los Garza, N.L. ____________________ SIGNATURE Monterrey, N.L. ___________________ SIGNATURE Querétaro, Querétaro ____________________ SIGNATURE Saltillo, Coahuila ____________________ SIGNATURE Chalco, State of Mexico ___________________ SIGNATURE Tonalá, Jalisco ___________________ SIGNATURE San Luis Potosí. S.L.P. _____________________ SIGNATURE Manzanillo, Colima ____________________ SIGNATURE Naucalpan de Juárez, State of Mexico ______________________ SIGNATURE Reynosa, Tamaulipas ___________________ SIGNATURE Kansas City, Missouri ____________________ SIGNATURE Tuxtla Gutiérrez, Chiapas ____________________ SIGNATURE
Kansas City, Kansas _____________________ SIGNATURE Veracruz, Veracruz ______________________ SIGNATURE Ciudad Victoria, Tamaulipas ______________________ SIGNATURE Escobedo, Nuevo León ______________________ SIGNATURE Fort Worth, Texas ______________________ SIGNATURE Chilpancingo de los Bravo, Guerrero ____________________ SIGNATURE Colima, Colima _______________________ SIGNATURE Taxco de Alarcón, Guerrero __________________ SIGNATURE Zacatecas, Zacatecas _____________________ SIGNATURE León, Guanajuato _____________________ SIGNATURE Linares, N.L. ______________________ SIGNATURE Santa Catarina, N.L. ______________________ SIGNAURE Belton, Missouri ______________________ SIGNATURE Tehuacán, Puebla _______________________ SIGNATURE City of St. Joseph, Mo. _______________________ SIGNAURE
BEFORE ME – ROBERTO SERGIO CASTILLO GAMBOA.
SIGNATURE AND SEAL OF AUTHORIZING NOTARY
SIGNATURE AND SEAL OF AUTHORIZED NOTARY.- I BEAR WITNESS IN GOOD FAITH.----------------------------------
THIS IS THE FIRST TESTIMONY of Public Writing Number 2,803 (TWO THOUSAND EIGHT HUNDRED AND THREE), effective in folio, volume and series as to the principle indicated, appearing in 10 applicable pages, and expidited for use by the Association under the name of NORTH AMERICAN INTERNATIONAL TRADE CORRIDOR PARTNERSHIP.- In San Nicolás de los Garza, Nuevo León, the 27th – twenty-seventh day of the month of August of 1999 nineteen hundred and ninety-nine.- I GIVE FAITH.-------------------------------------------------------------------
Articles of Incorporation for the NAITCP, August 27, 1999 mod
ROBERTO SERGIO CASTILLO GAMBOA NOTARY PUBLIC NO. 76 CAGR-440607-SC4 Mexico
REGISTERED UNDER THE NO. 1158 VOL. 381 BOOK 24 SECTION 111 Non-profit Associations HOUR AND DATE OF PRESENTATION 4:22 P.M. December 12, 1999 MONTERREY, N.L. 3rd day OF December OF 1999 1er. R.P. DE LA P.J. DE C.
SEAL
PUBLIC RECORD OF PROPERTY AND COMMERCE FIRST DISTRICT MONTERREY, N.L.
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