Wendy Posada identified 90102970771 Identity Card of Medellin, Carolina Hernánd
ez Rendón identified 91050252650 Identity Card Bello Mora Eliana Marcela Serna identified 90060850991 Identity Card Bello, Daniela Sanchez Perez identified Joh ann Identity Card and Laura Bello 91031300679 Blandon identified Acosta Identity Card 900 601 Bello at the meeting held on June 9, 2008 in the city of MedellÃn , decided to form a limited liability company, dedicated to the production of de sserts, cookies and all kinds of pastries governed by The following clauses and provisions in them by law. ARTICLE I.-The company that was founded under the name 'spin' DESSERTS & DESSERT S LTDA. ARTICLE TWO-The principal place of business is the city of Medellin (Pob lado), department of Antioquia. ARTICLE THREE-The capital of the company is BILL ION ($ 1,000,000,000) divided into different monetary values. ARTICLE FOUR-ventu re partners are the following percentages and contributions. PARTNER Daniela Ser na Eliana Carolina Sánchez Posada Laura Rendón Wendy Blandon TOTAL: Value $ 20 0,000,000 200,000,000 200,000,000 200,000,000 200,000,000 $ 1,000,000,000 ARTICLE FIVE "The money for the contributions of each partner and are deposited in the box of the company in cash and checks. ARTICLE SIX "The purpose is the pr oduction of desserts, cookies and all kinds of pastries. ARTICLE SEVENTH-appoint ed as general manager and legal representative of the company to the young Wendy Posada, who accepts the appointment. PARRAGRAFO-Compete the board of trustees, with the approval of an absolute major ity of the shares which divides the capital of the company's re-election or repl acement of each of the appointees. - A duly authenticated copy of the correspond ing record will be entered into the chamber of commerce of the registered office . EIGHTH ARTICLE-The period of tenure for appointed officials will be ONE (1) ye ar from the signing of this writing, and may be reelected indefinitely. ARTICLE NINE - GENERAL MANAGER, its powers are: a) Use and administer the name of the company. b) Keep the company's legal repre sentation in all acts or contracts it awards to individuals or corporations. c) To represent in a way that is neces sary in the company with all the authorities of any public or private. d) borrow money from banks or mutual, borrow, take, endorse or negotiate any kind of secu rities. e) Appoint and freedom to hire any staff deemed necessary for the normal development of the activities of the company, and set the respective allocation s. f) To submit monthly to the board members the basic financial statements for evaluation, discussion and approval. g) In general, ensure the smooth running of the company's activities. ARTICLE TE NTH "The meeting of members is the board of trustees, which is the highest ranki ng body in the company. ARTICLE ELEVENTH-Meetings of the board of partners shoul d be held at the registered office of the company, and will be referred in writi ng at least ten (10) days in advance. ARTICLE TWELVE "The board shall deliberate in a plural number of shareholders representing at least fifty percent (50%) of the charges which divides the capital, and decisions are taken by a plural numb er of shareholders representing the majority absolute share the same social inte rest, unless the law or these statutes have provided a qualified majority. ARTIC LE THIRTEEN-are major powers of the board of partners: a) study and approve the amendment or change of the statutes. b) To decide on changing the registered office of the company. c) Determine the unique solution of society, or transfer all or part of it. d) To elect or remove freely the general manager and the auditor, the last officer only be elected if that Act, or the highest volume of business required to do so, in which case th e board authority to assign its partners functions and corresponding remuneratio n. e) Request the manager deems necessary reports on the status of social busine ss, discuss and approve or disapprove. - In like manner be considered, approve o r reject the basic financial statements and the s accounts must pay the manager. f) Take all necessary measures to ensure full compliance with the statutes and the common interest of members. g) Other matters stipulated by law. ARTICLE FOURTEEN-A member wishing to sell th eir shares or parts of social interestÂthe first term will provide the other pa rtners, for the price it deems its value. If none of them has proved to be inter ested in purchasing, told the board of partners of its intention to sell to a th ird party is providing to be the agency who shall determine, by the affirmative vote of SEVENTY-FIVE PERCENT PRO (75%) of capital contributions, if you accept t he sale that the member intends to do, if you purchase the offered shares, or de termined if this we insisted. WENDY Member POSADA DANIELA SANCHEZ PEREZ Member CAROLINA HERNANDEZ RENDON Member Member ACOSTA LAURA Blandon SERNA ELIANA Member MORA