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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 MedellÍn
, 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 interest€the 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