Statutes of Alquerías de Pozos A.C.

Public consultation version based on the notarial deed of incorporation, from the section of clauses up to before the transitory clauses. Editorial adjustments of spelling, accentuation, and format have been incorporated to facilitate reading. For legal formalities or effects, the corresponding notarial copy should be consulted.

First.-

The parties appearing hereby constitute a Civil Association subject, insofar as not provided for in these clauses, to the relevant legal provisions of the Civil Code of the State of San Luis Potosí, the Law on the Condominium Ownership Regime, and the Internal Regulations of the Condominium Ownership Regime of the subdivision known as “Alquerías de Pozos,” in the Delegation of Villa de Pozos, San Luis Potosí.

The names, nationality, and domicile of the founders for legal purposes are stated at the end of this deed.

Name

Second.-

The name of the Association shall be “Asociación de Colonos Fraccionamiento Alquerías,” and it shall always be followed by the words Civil Association or its abbreviation, A.C.

Purpose

Third.-

The purpose or objectives of the Association is to bring together within its fold all those natural or legal persons who are owners or, under any lawful title, are in peaceful possession of one or more lots of land within the Condominium Ownership Regime of the subdivision known as “Alquerías de Pozos,” located in the Delegation of Villa de Pozos, in the Capital City of the State of San Luis Potosí, for the accomplishment of the following purposes:

a).- To bring together the common interests that bind them in a special way for the maintenance and preservation of the Alquerías de Pozos subdivision, working together as well as in the administration, control, supervision, preservation, maintenance, and improvements of the Condominium Ownership Regime of the Alquerías de Pozos subdivision.

b).- To oversee proper compliance with the Regulations of the Condominium Ownership Regime referred to in these statutes, as well as the sanctions arising therefrom.

c).- The collection and administration of maintenance and service fees necessary to properly fulfill all the purposes listed in this clause.

d).- To formulate and promote the basic regulations by which community life in the subdivision must be governed in order to satisfy the objectives set forth in this clause, as well as to apply sanctions for improper conduct, improvement, preservation, and, in general, the proper functioning of the facilities and the consequent good community conduct of all the Members.

e).- To represent the condominium owners comprising the Alquerías de Pozos subdivision before federal, state, municipal, administrative, and labor authorities, as well as before all kinds of public and private institutions and natural or legal persons, in all matters related to the Alquerías de Pozos subdivision.

f).- To provide, either itself or through the hiring of third parties, the public services of security, public lighting, cleaning, maintenance of urban furniture and infrastructure, irrigation and landscaping of green areas, supply of potable water for human consumption or, as the case may be, treated water for irrigation of green areas, and garbage collection within the Condominium Ownership Regime to which this Association pertains.

g).- To distribute among the Members or to third parties all kinds of water which, by way of example and not limitation, may be potable, residual, treated, domestic, commercial, industrial, agricultural, for aquifer recharge, etc., coming from any source of supply, and to charge the corresponding fees for such service.

h).- To design, install, rehabilitate, construct, manufacture and/or instruct equipment for all kinds of water treatment systems, as well as to operate, maintain, advise on and administer all kinds of potable water and wastewater treatment plants, in order to distribute potable or treated wastewater, and to market and operate water purification equipment for human consumption among the condominium Members.

i).- To enter into any kind of contract or agreement and, as applicable, obtain and exploit concessions from the Federal, State and/or Municipal Government, through any of its departments or Decentralized or Intermunicipal Public Bodies, related to the use, supply, treatment, potabilization or reuse of water.

j).- The purchase, sale, distribution, and importation of all kinds of instruments, tools, articles, and products related to the treatment and distribution of potable and/or wastewater in order to achieve the purposes of the Association’s corporate object.

k).- The acquisition, preservation, and disposition under any title of all kinds of assets that are necessary or convenient for the achievement of the purposes of the Association.

l).- To draw, sign, accept, endorse, and negotiate all kinds of credit instruments.

m).- To obtain bank loans or loans from any person or institution engaged in such purposes.

n).- In general, the carrying out of all acts and the execution of all agreements or contracts that directly or indirectly relate to the purposes of the Association and that are a consequence thereof or necessary for their fulfillment.

o).- The administration of fees, established in the general assembly of Members, and to keep the Association’s private assets in operation.

p).- To have specific and general control of all Members located within the Alquerías de Pozos subdivision who are owners of real property, prospective buyers, or lessees of lots and houses.

Fourth.-

The Association shall not intervene in matters of a political or religious nature, and it is prohibited from addressing matters of such nature in its assemblies, meetings, and public acts or from using its name for such purposes. However, it may participate, itself or through its Members, in matters of a public nature and social utility, as well as any other union activity, not considered political or religious activities.

Domicile

Fifth.-

The domicile of the Association is the Capital City of the State of San Luis Potosí, and it may establish offices, agencies, or branches in any other place in the country, as well as designate special domiciles, without this being understood as a change of its corporate domicile.

Nationality

Sixth.-

The Association shall be of Mexican nationality, and shall be governed by the provisions of the Political Constitution of the United Mexican States and its Regulatory and Secondary Laws; by the other Mexican Federal or Local Laws, especially the Civil Code for the State of San Luis Potosí; in particular by the provisions regulating the type of Civil Associations, by the provisions of this deed of incorporation, and by the statutes contained therein.

Foreigners’ clause

Seventh.-

Pursuant to the instructions of the Ministry of Foreign Affairs and in compliance with the provisions of Article thirty-one of the Regulations to the Foreign Investment Law, the Members agree that: “Any foreigner who, at the time of incorporation or at any later time, acquires an interest or social participation in the company, shall for that simple fact be considered a Mexican in respect of both the company and the participation, and shall be understood to agree not to invoke the protection of his government, under penalty, in the event of breach of said agreement, of forfeiting such interest or participation in favor of the Mexican Nation.” It being understood thereby that their admission is conditioned upon the guidelines and limitations established for such cases by the Foreign Investment Law and its Regulations.

Duration

Eighth.-

The duration of the Association is indefinite.

Of the assets of the association

Ninth.-

The assets of the association shall be variable and shall be constituted by:

a).- The ordinary or extraordinary fees that the Members must pay, which shall be proposed by the Board of Directors of the Association and, at the appropriate time, approved by the General Assembly of Members.

b).- The voluntary contributions received from Members or third parties, in cash or in kind.

c).- The movable and immovable property acquired by any title, which may only be allocated to the purposes of the Association.

d).- Donations and any other income received by the Association for any reason, intended to increase its assets.

Tenth.-

The fee fixed annually by the Board of Directors in office shall be deemed ordinary. The obligation to pay this fee must be fulfilled by the Members within the first four months of each calendar year. In the event of default, the default interest established by the Board of Directors in office shall be added to the fee stated.

Those agreed by the Board of Directors in office as such shall be deemed extraordinary fees.

The same rules applicable to ordinary fees shall apply to extraordinary fees as to default interest.

Eleventh.-

The basis for the operational support of the Association is the fees contributed by its Members, which may not be allocated to any purpose other than the purpose of the Association, since it is not a for-profit association.

Twelfth.-

The Association may establish, in accordance with the applicable laws, special funds, such as trusts or other similar arrangements, intended for the collection, integration, and maintenance of the resources necessary for specific purposes within the corporate object.

In that sense, the Association shall begin to build up a liquid reserve fund, to be constituted with ten percent of the value of the ordinary fees collected in each fiscal year; this fund must reach a minimum amount equivalent to 5,000 five thousand times the minimum wage in force in the locality, which, once constituted, must be updated and maintained at that amount as a minimum; the purpose of said fund shall be to cover future and probable contingencies that the Subdivision may suffer in general.

Any surplus money that may accumulate within said fund may only be used for any kind of urban equipment of the Subdivision, subject to prior acceptance or authorization by the Extraordinary General Assembly of Members.

Thirteenth.-

The assets of the association shall be dedicated in their entirety to the achievement of its corporate purpose; therefore, the Members reserve no patrimonial right in the social assets derived from their fees, contributions, or donations thereto. Consequently, neither the heirs nor the creditors of the relevant Member may claim any share whatsoever or assert rights over the Assets of the Association.

Of the members

Fourteenth.-

All natural and/or legal persons who are owners or, under any lawful title, are in peaceful possession of one or more lots of land within the Condominium Ownership Regime to which this Association pertains shall be Members of the Association.

Natural or legal persons who are owners, prospective buyers, or lessees of lots in the Alquerías de Pozos subdivision may be admitted after the signing of this deed, without the need for prior agreement of the Board of Directors, since the mere fact of signing the contract, the purchase deed, or the lease agreement for such lot(s) shall be sufficient for such persons to acquire the status of Member with all their rights and obligations.

For such purposes, “lot” shall mean any property susceptible of individual ownership, in accordance with the aforementioned Condominium Ownership Regime.

Fifteenth.-

The Members are divided into the following categories:

a).- Owner Members: All those natural or legal persons, whether residents or not of the condominium in question, who are owners of one or several lots of land within said Condominium Ownership Regime relating to this Association.

b).- User Members: All those natural or legal persons who, without being owners of lots of land within the aforementioned Condominium Ownership Regime, are in possession, for housing purposes, of one or more lots, whatever legal title they may hold.

Sixteenth.-

Members who are current in the payment of their respective fees shall enjoy the following rights:

a).- Owner Members may attend the General Assemblies of Members, in which they shall participate with voice and vote for each lot in respect of which they are owners.

b).- User Members may attend the General Assemblies of Members, with the right to speak but without the right to vote.

c).- Owner Members shall have the right to be elected to serve in positions on the Association’s Board of Directors.

d).- Both Owner Members and User Members may submit proposals related to the functioning, development, and improvement of the Association’s objectives.

e).- Both Owner Members and User Members shall have the right, and therefore may examine the accounting books and other documentation, so that the fees are devoted to the purpose proposed by the Association.

f).- Both Owner Members and User Members shall have the right to be informed of all activities and actions carried out by the Association.

g).- Both Owner Members and User Members may hold the positions and commissions especially entrusted to them by the General Assembly of Members or by the Board of Directors.

h).- In general, both one and the other may enjoy and benefit from all rights and benefits established in their favor by law and these statutes.

Seventeenth.-

The obligations of the Members shall be:

a).- To comply with and ensure compliance with all provisions of these statutes, the Regulations of the Condominium Ownership Regime to which this Association pertains, as well as the provisions of the relevant resolutions adopted by the Board of Directors thereof.

b).- To attend punctually the General Assemblies of Members.

c).- To pay punctually the ordinary and extraordinary fees established by the Board of Directors of the Association so as to enable it to fulfill its objectives and, failing that, to pay the default interest and conventional penalties established by the Board of Directors of the Association itself.

When the status of Owner and User of a lot falls on different persons, they shall notify the Board of Directors which of them shall be responsible for paying the fees referred to in this subsection. If the Board of Directors receives no instruction in this regard, it shall collect the corresponding fees from the User Member, without prejudice to the fact that the Owner and the User shall be jointly and severally liable for payment thereof.

d).- To perform with loyalty and efficiency the positions of management or oversight and the work and commissions entrusted to them by the General Assembly or by the Board of Directors.

e).- To abide by the decisions of the General Assembly of Members, the Board of Directors and the, or the, regulations derived both from the Condominium Ownership Regime to which this Association pertains, as well as the regulations derived from the General Assembly of Members itself or from these statutes, under penalty of Members who fail to comply being sanctioned in accordance with the sanctions provided for in these statutes or, under penalty of losing the rights granted to them thereby.

f).- To abide by the decisions and determinations issued by the Construction Commission or the relevant Body for the construction of their residential houses, walls, and other constructions inherent thereto, decisions which must be based on the relevant regulations previously published and authorized by the Extraordinary General Assembly.

Eighteenth.-

The status of Member is lost:

a).- By no longer being the owner of any lot within the Condominium Ownership Regime to which this Association pertains.

b).- When, for any reason, the legal relationship by virtue of which the Member was the possessor of one or more lots within the same aforementioned Condominium Ownership Regime terminates.

c).- Members who are not current in the payment of the ordinary or extraordinary fees established by the Board of Directors may not exercise any of the rights granted to Members by these statutes or their regulations during the entire time the default in payment lasts; notwithstanding the foregoing, this in no way implies that they are relieved of all their obligations provided for in these statutes, in the relevant condominium ownership regime, and in the orders or regulations derived therefrom, since their application and observance shall always continue or remain in force for them, especially those concerning the payment itself of ordinary or extraordinary fees.

Nineteenth.-

The Board of Directors of the Association shall keep under its responsibility a Register of Members, which must contain the category or type of Member, name, domicile, electronic address if available, telephone number, and date of admission or withdrawal, as the case may be, of each Member.

If there is a change of domicile, telephone number, or electronic address, the Member shall notify the Board of Directors in writing in order to update the respective data, since such data shall be considered valid for any communication or notification intended to be made pursuant to these statutes.

Likewise, said register must contain the exact and up-to-date information regarding the number of lots owned by each Member, taking into account the provisions of the second paragraph of clause twenty-seventh, in order to have precise the number of votes with which each Member is entitled or in respect of which they are entitled to assert their rights within the General Assemblies.

If there is any change by reason of a merger of lots, the Member shall notify the Board of Directors in writing in order to update the respective data and, for the purpose of accurately calculating the number of votes that correspond to them.

Of the sanctions

Twentieth.-

The sanctions provided for throughout these statutes shall be as follows:

a).- Verbal warning.

b).- Written warning.

c).- Public written warning or by any other method at the discretion of the Board of Directors.

d).- Fine to be fixed by the Board of Directors.

e).- Suspension of services of any kind.

f).- Suspension of voting rights, under the terms of Article 66 of the Law on the Condominium Ownership Regime of the State of San Luis Potosí.

The purpose of the sanctions provided for in this clause shall be solely to recover the amounts owed by the Member to the Association by reason of fees or other concepts, said sanctions always to be pursued, of course, through the pertinent legal channels.

Of the general assemblies of members

Twenty-First.-

The General Assembly of Members is the supreme body of the Association; its legally adopted resolutions bind all Members, even those absent and dissenting, and its powers shall have no other limitations than those set forth in these statutes and the corresponding law.

The General Assemblies of Members shall be ordinary and extraordinary; both shall meet at the domicile of the Association.

Twenty-Second.-

Ordinary General Assemblies shall meet at least once a year within its first four months, at the place, date, and time indicated in the notices issued by the Board of Directors and, in addition to the matters included in the agenda, shall deal with the following:

a).- To hear, approve, or reject the report of the Board of Directors on the activities carried out by it during the immediately preceding fiscal year.

b).- To hear the report of the Board of Directors on the balance sheet, income statement, and financial statements for the immediately preceding fiscal year.

c).- To discuss, approve, amend, or reject the report submitted by the Board of Directors regarding the financial situation of the Association, after having heard the relevant report of the Association’s Auditor.

d).- To appoint or, as the case may be, ratify the persons who make up the Board of Directors, as well as the Association’s Auditor.

e).- In general, to make all kinds of resolutions on matters not reserved to extraordinary assemblies.

Twenty-Third.-

Extraordinary General Assemblies may meet at any time to deal with any of the following matters:

a).- The change or modification of the Corporate Purpose.

b).- Any amendment to the Corporate Statutes.

c).- Amendments to the Regulations of the Condominium Ownership Regime to which this Association pertains or to the Regulations or ordinances derived from this Association.

d).- The early dissolution of the Association, in which case the destination to be given to the remainder of the corporate assets must be determined, in accordance with the provisions of clause sixtieth of these same statutes.

e).- The transformation of the Association or merger with another Association with similar purposes.

f).- Any other matter that should not be dealt with in an Ordinary Assembly.

Twenty-Fourth.-

The Association shall recognize as Members thereof, for the purpose of attending any General Assembly of Members, only those natural or legal persons, the latter through their representative of course, whose names are registered in the Register of Members kept by the Board of Directors, and such registration in the said book shall be sufficient to permit the admission of such person to the Assembly, upon presentation of official identification or proof of their status as Member in accordance with the second paragraph of clause fourteenth of these statutes.

Twenty-Fifth.-

In order to have the right to attend the Assemblies of the Association, in addition to having complied with the provisions of the immediately preceding clause, the Members must be current in the payment of all their fees, whether ordinary or extraordinary, or of any other debt owed to the Association.

Twenty-Sixth.-

All Members may attend the Assemblies through an attorney-in-fact or representative appointed by power of attorney, granted before two witnesses who must necessarily also be Owner Members or users of this Association.

Twenty-Seventh.-

At the Assemblies, each Owner Member shall have one vote for each lot of which they are the owner.

In the event that an owner has merged two or more lots of their property, in order to build their residence thereon, they shall be considered entitled to one vote for each lot originally constituted within the regime, that is, as each lot was constituted before the merger thereof.

Twenty-Eighth.-

The General Assemblies of Members shall deal only with the matters contained in the Agenda that shall be included in the respective notice.

Twenty-Ninth.-

The notices for the holding of the General Assemblies of Members must be made by the President or by the Secretary of the Board of Directors, or by the majority of the members of said Board, who shall notify them in writing with the corresponding agenda, addressing the notice of the call to the domicile or electronic address of the Member recorded in the Register of Members, personally, or by certified mail with acknowledgment of receipt, or by email, or by publication in any of the newspapers with the widest circulation at the corporate domicile, in all cases at least fifteen calendar days in advance of the date set for the holding of the Assembly.

Thirtieth.-

Members representing at least thirty percent of the total lots that make up the Condominium Ownership Regime may at any time request in writing that the Board of Directors call a General Assembly of Members to discuss the matters specified in their request; if the Board of Directors still does not accede to their request, the respective notice shall be issued by a Civil Judge having jurisdiction at the corporate domicile of the Association, at the request of such interested parties.

For the counting of the aforementioned lots, the provisions of the second paragraph of clause twenty-seventh of these statutes shall be taken into account.

Thirty-First.-

A General Ordinary Assembly shall be deemed legally convened on first call when at least seventy-five percent of the Members are represented; its resolutions shall be valid only when adopted by a majority of the votes present.

In the case of a General Extraordinary Assembly, attendance must represent at least seventy-five percent of the Members and its resolutions shall be valid only when adopted by fifty percent of all lots of land that make up the Condominium Ownership Regime to which this Association pertains, except for all those resolutions which, for their validity, require a special quorum.

Thirty-Second.-

If at the Assemblies the percentage of Members stipulated in the preceding clause is not represented at the date and time fixed in the first notice, such Assemblies may be held at a later time on the same day by virtue of a second or further notice published for that purpose, with mention of said circumstance.

Thirty-Third.-

Ordinary Assemblies of Members, held by virtue of a second or further notice, shall be valid whatever the number of Members present or represented therein, and their resolutions shall be deemed validly adopted when adopted by the favorable vote of the Members representing the majority present.

Extraordinary Assemblies of Members, held by virtue of a second or further notice, shall be valid whatever the number of Members present or represented therein, and their resolutions shall be valid when adopted by the favorable vote of the majority of the Members present or represented at said Assembly, except for all those resolutions which, for their validity, require a special voting quorum.

For the calculation of the quorum referred to in this and the preceding clauses, only those Owner Members who are current in the payment of all their fees, whether ordinary or extraordinary, as well as any other debt owed to this Association, shall be considered.

Thirty-Fourth.-

No notice shall be necessary when at the General Assembly all Members who, on the day of the Assembly itself, are current in the payment of their fees, are represented.

Thirty-Fifth.-

Resolutions adopted outside Assembly, by the unanimity of the Association’s Members entitled to vote, shall for all legal purposes have the same validity as if they had been adopted in a General Assembly of Members, provided that such resolutions are confirmed in writing by all of them.

Thirty-Sixth.-

If on the day of the Assembly the matters for which it was convened cannot be dealt with due to lack of time, it may be suspended to continue the following day, or on the date and time agreed by majority vote, without the need for a new notice, provided that no more than five calendar days pass counted from the date of the holding of the Assembly.

Members who withdraw or those who do not attend the resumption of an Assembly that was suspended for lack of time shall be deemed to cast their vote in the sense of the majority of those present.

Thirty-Seventh.-

Once the Assembly is installed, the Members may not dissolve it to prevent its holding, unless the entirety of the Members is present and it is so agreed by majority vote.

Thirty-Eighth.-

One month before the holding of the Annual Ordinary Assembly, that is, the one that must necessarily be held during the first four months of the calendar year, the President of the Board of Directors, the Secretary or the Treasurer thereof, or the majority of the members of the Board of Directors, as the case may be, shall deliver to the Auditor, for the preparation of the respective report, the report or Balance Sheet and Profit and Loss Statement and other documents of the Association, which must remain available to the Members, together with the corresponding documentation, at the offices of the Association, at least fifteen days before the date of the holding of the Assembly.

Thirty-Ninth.-

The Assemblies shall be presided over by the President of the Board of Directors or by the person designated by the Assembly in the absence of the former; the Secretary of the Assemblies shall be the same person as the Secretary of the Board of Directors, or by the person designated by the Assembly in the absence of the latter.

The President of the Assembly shall appoint from among those present two or more tellers to certify attendance and to certify the tallying of the votes cast therein.

Fortieth.-

The Association shall keep a book in which the minutes of the Assembly shall be entered, which shall be authorized with the signature of the President designated by the Assembly, the person acting as Secretary of the Assembly, the respective tellers, as well as by the Association’s Auditor when he or she intervenes therein.

Of the management of the association

Forty-First.-

The direction, organization, and administration of the Association shall be in the charge of a Board of Directors composed of at least five Owner Members, of whom at least three must be resident Members appointed by the General Assembly, who must hold the positions of President, Secretary, and Treasurer; the remaining directors shall hold the positions of board members.

Forty-Second.-

The members of the Board of Directors shall serve for one year, which shall begin on the first day of May of each year and end on the last day of April of the following year, unless they are removed from their respective appointments by resolution of the General Assembly of Members, but they shall continue in the exercise of their office until their successors take possession, and they may be reelected as many times as the General Assembly deems necessary, and they shall receive no remuneration whatsoever for the performance of their offices.

Forty-Third.-

The President shall be responsible for presiding over the Sessions of the Board of Directors and for carrying out its collegial resolutions without needing special authorization for that purpose.

In order to ensure continuity of projects and the proper functioning of the Association, the following procedure shall be followed for the renewal of the Board of Directors:

a).- The outgoing President, unless reelected, shall join the new Board of Directors as First Board Member. If the President is reelected or declines, the outgoing Secretary shall occupy the first board member position. Failing that, any other resident Owner Member may occupy the position.

b).- The outgoing Secretary, unless reelected, shall join the Board of Directors as Second Board Member. If the Secretary is reelected or declines, the outgoing Treasurer shall occupy the second board member position. Failing that, any other resident Owner Member may occupy the position.

c).- Notwithstanding the foregoing, any other slate that, complying with the requirements of clause forty-first and including at least two members of the outgoing Board of Directors, wishes to participate, shall register with the Secretary of the Board of Directors at least three calendar days before the date scheduled for the relevant Assembly.

d).- At the relevant Assembly, the registered slate or slates shall be presented, and the corresponding vote shall proceed.

Forty-Fourth.-

The Board of Directors shall meet at the domicile of the Association or at any other place when the President considers it convenient, or at the request of at least three of its members. Notice of meetings of the Board of Directors shall be given directly by the President of the Board of Directors, either personally, by email, or by certified mail with acknowledgment of receipt, taking into account the domicile and/or electronic address recorded in the Register of Members, at least five calendar days before the date set for the meeting. The President may call urgent meetings, sending the notice in the same manner at least twenty-four hours before the date set for such meeting.

Forty-Fifth.-

For the sessions and resolutions of the Board of Directors to be valid, the attendance of at least four of its members shall be required, and its resolutions shall be adopted by the majority of the votes present at the time of the vote; in the event of a tie, the President shall have a casting vote.

Forty-Sixth.-

The minutes of each session of the Board of Directors shall be transcribed into a book kept for that purpose, and shall be signed by all attendees.

The aforementioned Book of Minutes of Sessions of the Board of Directors shall be under the charge and care of the Secretary of the Board of Directors in office.

Forty-Seventh.-

Resolutions adopted outside a session of the Board of Directors, provided this occurs with the unanimity of its members, shall for all legal purposes have the same validity as if they had been adopted in a Board Session, provided that they are confirmed in writing by each of its members.

In the event of the scenario provided for in the preceding paragraph, the documents signed by each of the members of the Board of Directors shall be attached to the Book of Minutes of Sessions of the Board of Directors.

Forty-Eighth.-

The Board of Directors shall conduct and report to the Members in General Assembly at least once a year during the first four months of the calendar year, regarding its activities and the financial status of the Association during its term.

Forty-Ninth.-

The President shall have the following powers and obligations:

a).- To preside over the General Assemblies of Members and the sessions of the Board of Directors itself.

b).- To prepare, together with the Secretary, the agenda for the General Assemblies, for the meetings or sessions of the Board of Directors, and other meetings.

c).- To oversee the proper handling of funds and to sign the documents evidencing the use thereof.

d).- To oversee compliance with the resolutions of the General Assemblies and of the Board of Directors.

e).- To resolve all those matters that do not require deliberation by the General Assembly or that are not within the exclusive competence of the Board of Directors.

Fiftieth.-

The Secretary of the Board of Directors shall have the following powers and obligations:

a).- To prepare, together with the President, the agenda for the General Assemblies and for the sessions of the Board of Directors.

b).- To keep a record of the matters discussed and the resolutions adopted.

c).- To draft the minutes of the General Assemblies and of the Sessions of the Board of Directors, sign them together with the President, and transcribe them into the corresponding Minutes Books.

d).- To agree and sign together with the President, should it be so required, all reports, notices, and other correspondence.

e).- To organize and keep current the files and other papers of the Board of Directors.

f).- To safeguard and keep duly updated the Minutes Books of the General Assemblies, the Minutes Books of Sessions of the Board of Directors, and the Register of Members.

g).- Any other obligation inherent to his or her office, as well as to report to the Ordinary Assembly on the matters and work carried out during each fiscal year.

Fifty-First.-

The Treasurer shall have the following powers and obligations:

a).- To collect the ordinary and/or extraordinary fees, donations, and all kinds of income in general.

b).- To prepare budgets and statements of income and expenditures with the approval of the President.

c).- To keep the record of the movement of funds up to date.

d).- To control the deposits and safekeeping of the Association’s funds in a banking institution or similar.

e).- To submit quarterly to the Board of Directors the trial balance relating to the movement of the Association’s accounts, and to carry out cash counts when requested by the members of the Board of Directors itself.

f).- To render the account statements that the Board of Directors must present to the General Assembly.

g).- To supervise the accounting records and tax obligations before the corresponding authorities.

h).- To maintain close relations and cooperate in all that is necessary with the Association’s Auditor.

i).- To delegate his or her powers in whole or in part to a professional or a professional firm of Certified Public Accountants and/or Auditors, always with the prior express authorization of the Board of Directors itself.

Fifty-Second.-

The powers of the board members shall be to attend the meetings of the Board of Directors and to accept the commissions entrusted to them.

Fifty-Third.-

The Board of Directors of the Association may appoint working committees to properly attend to the services and the proper functioning of the Subdivision.

To form part of a working committee, any resident Owner Member or User Member shall submit a written application to the Board of Directors, which, by reason of the number of members and workload, shall decide on admission.

The purpose of the working committees is to assist the Board of Directors in the matters within the competence of each of them.

Fifty-Fourth.-

The Board of Directors shall have the following powers, which, with the express authorization of the General Assembly, may be exercised by the President always jointly with the Secretary and with the Treasurer or with any board member in the absence of the latter, such that said powers must always be exercised by the three aforementioned possible members:

a).- To represent the Association in court or out of court, before all kinds of natural or legal persons, before civil, administrative, judicial, criminal, labor, or military authorities; Decentralized Agencies, Credit Institutions, Companies, Associations, etc.

b).- To grant and sign all kinds of public documents and to enter into all kinds of civil and commercial contracts in the name of the Association, as well as to grant and sign credit instruments, such as checks, bills of exchange, promissory notes, and others of that nature, under the terms of Article nine of the General Law of Credit Instruments and Operations.

c).- To open and close bank accounts in the name of the Association, with authority to designate and authorize persons to issue orders against the same.

d).- To request credits and financing in favor of the Association, as well as the execution of all kinds of commercial and financial contracts.

e).- To appoint its officers, administrators, managers, technicians, and all kinds of employees of the Association, establishing their remuneration, powers, and obligations. At no time shall persons who have a relationship of consanguinity or affinity up to the second degree with any member of the Board of Directors be appointed or hired.

f).- To submit for review, amendment, and consequent authorization before the Extraordinary General Assembly of Members, the drafts of all kinds of regulations and of the sanctions derived therefrom for the proper functioning and good operation of the Subdivision and its community life in general.

g).- To comply with the powers and obligations established by the Regulations of the Condominium Ownership Regime to which this Association pertains.

h).- To impose the sanctions and apply the measures and procedures provided for in these statutes and in the Internal Regulations of the relevant Condominium Ownership Regime, as well as in the ordinances or regulations derived therefrom.

i).- To propose the amount of the ordinary and extraordinary fees that Members must pay, approval of which shall correspond solely to the General Assembly and, once approved, the Board of Directors, through its President, shall issue a circular stating the relevant matters to all Members for their knowledge, seeking the broadest possible publicity thereof.

j).- To formulate, publish, and enforce the internal regulations of the Association.

k).- To appoint the commissions and/or committees it deems appropriate for the fulfillment of its functions or the objectives of the Association.

l).- It shall have all the powers of a general attorney-in-fact without limitation whatsoever for the following:

l.1).- General power for litigation and collections, with all general powers and special powers that require a power or special clause in accordance with the Law, under the terms of the first paragraph of Article two thousand three hundred eighty-four of the Civil Code of the State of San Luis Potosí, Article two thousand five hundred fifty-four of the Federal Civil Code, and their counterparts in the other federative entities of the Republic where these powers are exercised, understood in an illustrative and non-limiting manner, as follows:

To file, bring, and answer all kinds of claims, complaints, criminal complaints, remedies, proceedings, constitutional amparo actions, and to withdraw from all of them; to plead and answer interrogatories, demand payment of civil and criminal liabilities, appear as a party in any proceeding and before all kinds of authorities regardless of jurisdiction by reason of subject matter, amount, territory, or degree, to exercise them with the breadth corresponding to an attorney-in-fact with the powers described under the terms of the Law; it may likewise settle, submit to arbitration and arbitrators, and plead on behalf of the principal, challenge and file all kinds of appeals; receive payments; bring and answer labor claims before Local or Federal Conciliation and Arbitration Boards, with the broadest representation of the Company under the terms of the Federal Labor Law to attend ordinary or special labor procedure hearings such as strikes; grant general or special powers for the exercise of the referred powers, with authority to revoke them, without their granting diminishing in any way the powers held by the Board of Directors.

l.2).- General power for acts of administration with all administrative powers, under the terms of the second paragraph of Article two thousand three hundred eighty-four of the Civil Code of the State of San Luis Potosí, Article two thousand five hundred fifty-four of the Federal Civil Code, and their counterparts in the other federative entities of the Republic where these powers are exercised.

l.3).- General power for acts of administration in labor matters, with all powers to represent the Association in all acts of labor administration under the terms of Articles eleven, forty-six, forty-seven, five hundred twenty-three, six hundred ninety-two, seven hundred eighty-six, eight hundred seventy-six, eight hundred seventy-eight and eight hundred seventy-nine and other relevant provisions of the Federal Labor Law, and before any of the labor authorities mentioned in Article five hundred twenty-three of the aforementioned Legal Order, representing the Association before Labor Courts of Conciliation and Arbitration, with powers to enter into agreements and bind the Company to their fulfillment, participate in the hiring, rehiring, and settlement of individual or collective employment relationships, as well as to bring all kinds of labor actions, answer claims, raise defenses, offer and present evidence, plead, file and withdraw from the constitutional amparo action, and in general represent the Association in all kinds of labor proceedings from their commencement to their conclusion, and in general all that is established by the second paragraph of Article two thousand five hundred fifty-four of the Federal Civil Code, Article two thousand three hundred eighty-four of the State Civil Code, and their counterparts in the other federative entities of the Republic in which this mandate is exercised, undertake contractual obligations, receive payments in cash, and everything relating to the activities and utility of the Association.

l.4).- General power for acts of ownership under the terms of the third paragraph of Article two thousand three hundred eighty-four of the Civil Code of the State of San Luis Potosí, Article two thousand five hundred fifty-four of the Federal Civil Code, and their counterparts in the other federative entities of the Republic where these powers are exercised, with the exception of the power to alienate immovable property or rights owned by the Association, as well as to encumber them, which shall be the sole and exclusive prerogative of the Extraordinary General Assembly with a minimum vote of sixty percent of the Owner Members of the Subdivision.

Likewise, the powers to carry out acts of ownership shall be understood as limited in the sense that the immovable property or rights whose title vests in the Association may not be alienated or encumbered when such property or rights are permanently allocated to the provision of an essential public service administered by the Association itself for the benefit of its Members, or when, by reason of their alienation, assignment, or encumbrance, the impossibility of continuing to fulfill the object of the essential public service for which such property or right was acquired by the Association arises or may arise.

m).- To grant general or special powers — with the caveat that these may never include powers to endorse credit instruments or to carry out acts of ownership — in favor of attorneys-in-fact to whom it shall assign the corresponding powers for that office and revoke them when it deems appropriate, without this limiting in any way those granted to the Board of Directors itself.

n).- In general, the Board of Directors shall have the powers to carry out all acts authorized by these statutes or that are a consequence thereof.

Of the supervision of the association

Fifty-Fifth.-

The supervision of the association shall be entrusted to a titular auditor, who, in the event of a temporary or permanent absence in office, shall be replaced in that function by a substitute auditor, both of whom shall be appointed by the Ordinary General Assembly.

The titular auditor and the substitute auditor may or may not be Members, shall serve for at least one year, but shall continue in the exercise of their offices until the persons appointed to replace them take possession.

In no case may the titular and substitute auditors be related by consanguinity or affinity to any of the members of the Board of Directors in office.

Fifty-Sixth.-

The auditor in office, whether titular or substitute as the case may be, shall have free access to all books and documents of the Association for the purpose of overseeing in general, without limitation and at any time, the proper functioning and financial, accounting, tax, and administrative conduct of the Association.

Likewise, the Auditor in office shall have the right to attend the sessions of the Board of Directors and the General Assemblies with voice but without the right to vote. He or she must render before the Annual General Assembly of Members a report relating to the conduct of the Board of Directors and to the financial situation as of the date of termination of the preceding fiscal year.

Of the dissolution of the association

Fifty-Seventh.-

The Association shall be dissolved when so agreed by the Extraordinary General Assembly of Members, for which a minimum vote of sixty percent of all Owner Members of the Subdivision must be obtained.

Fifty-Eighth.-

At the moment the dissolution of the Association is agreed, the Board of Directors shall become the Board of Liquidators.

Fifty-Ninth.-

The Board of Liquidators shall proceed to pay the liabilities of the Association, and may sell such assets as it deems necessary.

Sixtieth.-

No Member shall have the right to the return of any contribution, fee, or donation with which they may have contributed to the Association. The full remainder remaining after payment of liabilities shall be applied first to improving the facilities and services of the Subdivision or Condominium and, second, to being transferred to one or more other Mexican associations having purposes similar to those of the Association or, as the case may be, to a charitable institution.

Sixty-First.-

The Extraordinary General Assembly shall be the only body empowered to decide to what, to whom, or to whom the remaining liquid assets shall be applied.