Colombian Commercial Code - Decree 410 of 1971 - Book II - Of Corporations - Part I - Partnership Agreement - Chapter VII - Assembly or Board Members and Administrators - Section II - Administrators - From Article 196 to Article 202

COLOMBIAN COMMERCIAL CODE

Section II

Administrators

Article 196 .- The representation of society and the management of their assets and businesses comply with the terms of the social contract, under the scheme for each type of society.

A lack of provisions, means that people who represent the company may enter into or perform all acts and contracts fall within the purpose or directly related to the existence and functioning of society.

The limitations or restrictions of the foregoing powers which do not appear explicitly in the social contract entered in the commercial register may be relied on to third parties.

Article 197 .- Provided that the companies concerned to elect two or more people to integrate the same

board, commission or collegial body, apply the electoral quotient system. This is determined by dividing the total number of valid votes cast by the persons to be elected. The counting will start the list who receives the most votes and so in descending order. In each list shall be declared elected as many times as names fit the ratio in the number of votes cast for it, and if there remain places to be filled, they correspond to the highest residues, counted in the same descending order. In case of tie of the waste will decide the fate.

Blank votes shall be taken only to determine the electoral quotient. When were numerous substitutes may replace the major chosen from the same list.

The persons elected shall not be replaced in elections, without a new election by the electoral quotient system, unless the vacancies are filled by unanimous vote.

Article 198 .- When the functions specified in Article 196 does not apply by law to a certain kind of partner in charge of them shall be elected by the assembly or the board of trustees, subject to the requirements of laws and the social contract. The choice may be delegated by express provision of the statutes governing boards elected by the general assembly.

Elections shall be for specified periods in the statute, notwithstanding that the appointments be revoked at any time freely.

Shall be considered unwritten contract clauses that tend to establish the tenure of the directors elected by the general assembly, board members or boards, or requiring special majorities for removal other than the common ones.

Article 199 .- The provisions of the second and third paragraphs of Article 198 shall apply to members of boards of directors, statutory auditors and other officers elected by the assembly, or board members.

Article 200 .- Modified. Act 222 of 1995, Section 24. Administrators jointly and unlimitedly liable for the damages for fraud or negligence caused to the company, partners or third parties.

Not subject to such liability, those who have not been aware of the act or omission or voted against, provided they do not run it.

In cases of breach or overstepping his duties, violation of law or regulations, it is presumed the guilt of the administrator.

Similarly, it is presumed guilt when Administrators have proposed or implemented the decision on distribution of profits in violation of the provisions of article 151 of the Commercial Code and other regulations on the subject. In these cases the administrator liable for the amounts left to distribute or distributed in excess and for the damage that may arise.

If the administrator is a legal person, the respective responsibility is it and who act as your legal representative.

Shall be considered unwritten social contract clauses that tend to absolve the responsibilities to managers or those limited to the amount of securities that have paid to exercise their charges.

Article 201 .- The sanctions imposed on managers of crimes, misdemeanors or other violations incurred will not give them any action against the company.

Article 202 .- In stock companies, no person shall be appointed or exercise, simultaneously, a manager in more than five joints, provided that any accepted.

The Superintendency of Companies fined up to (ten thousand pesos) * the breach of this Article, without prejudice to declare the vacancy of the charges that exceed the above number.

The provisions of this Article shall also apply in the case of parent companies and their subordinate, or among themselves.

* Modified. Decree 222 of 1995.

Article 86 .- Other functions. In addition, the Superintendency of Corporations shall have the following functions:

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3. Sanctions or fines, successive or not, up to two hundred minimum monthly wages, whatever the case, those who breach their orders, law or statute.