Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Title III - General Partnership - Chapter III - Management and Representation of the Company - From Article 310 to Article 318

COLOMBIAN COMMERCIAL CODE

CHAPTER III

Administration and society representation

Article 310 .- The administration of the partnership shall be for each and every one of the partners, who may delegate it to his associates or strangers, in which case the delegating will be inhibited for the management of corporate business. Delegates will have the same powers conferred on the managing partners by law or by statute, explicitly subject to the limitations imposed on them.

Article 311 .- The representation of society will imply the ability to use the firm name and to hold all the operations in the ordinary course of company business.

Article 312 .- Delegate administration to several people, without determining their functions and powers,

deemed to be entitled to exercise any act of administration separately. When you require them to act together, they can not act alone.

Article 313 .- Delegated administration of society, or partners that have conferred may resume at any time or change their delegates, taking into account the provisions of Article 310. When the delegation does not appear in the statutes, must be given to the formalities of statutory reforms. Will be unenforceable to third revocation, the change of CEO and the limitations of their powers, while not complete these formalities.

Article 314 .- Delegated administration Yet, partners have the right to inspect, by themselves or through their representatives, the books and papers of the society at any time.

Article 315 .- Where the appointment of an administrator in a given person is a condition for the survival of society, and that person abuses his powers or is negligent, the board of trustees may appoint a co-manager by majority vote, in order to act in concert.

Article 316 .- The transfer of shares of interest, the entry of new partners and any other statutory reform and disposition of all or most of the corporate assets will require the unanimous vote of the partners or their delegates, if another thing is lacking in the statutes. Other decisions shall be adopted by majority vote, unless otherwise specified.

Each member shall be entitled to one vote.

Article 317 .- Members may object to the proposed transaction, unless it concerns the mere preservation of social goods. The opposition suspended the business pending a decision by majority vote. If it does not get the event planned will desist.

When he shall veto a business in the manner indicated in the preceding paragraph, and yet will be carried out, the company undertakes the responsibility, but if the operation, arising harm, shall be indemnified by the person who ran contrary to the opposition.

Article 318 .- Administrators, are members or strangers at the end of each fiscal year shall report on their management board members and report on the financial and accounting society. Also, yield to the same board audited accounts of his administration when it requests it and in any case, removal from office.

The provisions designed to exempt from the obligations and responsibilities are to be considered as not written.