| | | 20,000+ Fresh Resumes Monthly | |
|
|
| |
Click here or scroll down to respond to this candidateCandidate's Name , ATTORNEY AT LAWTITULAR NOTARY PUBLIC NO. Street Address
STATE OF YUCATANFIRST CERTIFIED TRANSCRIPT of the public writ in which Mr. DAVID AZAR GUZMAN formalized the notarization of the Minutes of the general extraordinary meeting held by the shareholders of INMOBILIARIA HABITACIONAL GPD", SOCIEDAD ANNIMA DE CAPITAL VARIABLE, on February Street Address , 2021.VOLUME FIVE, BOOK FIVE FOLIOS Street Address -4864 ACT # 36 YEAR OF 2021PENICHE AZNAR Y ASOCIADOS, S.C.P.Calle 33-B # 501 x 62 0255283Col. Centro Tel. 9253920C.P. PHONE NUMBER AVAILABLEMerida, Yucatan, MexicoCandidate's Name , Attorney at LawTitular Notary Public No. 72State of Yucatn, Mxico,VOLUME FIVE BOOK FIVE FOLIOS 4861-4884ACT No.: THIRTY-SIXin the city of Mrida, capital of the State of Yucatn, Republic ofMexico, on the 11th day of February of the year of 2021, before me, Attorney Candidate's Name , Titular Notary Public No. 72 of the State of Yucatan, in practice in this capital city, personally appeared Mr. DAVID AZAR GUZMAN, of Mexican nationality, born on November 28, 1964 in Mona, Yucatan to parents of Mexican nationality, married, a certified public accountant by profession, a resident of this city with an address at Calle Thirty B de la Privada Campestre, Postal Code No. 97120, inscribed in he National Census Registry under the number AAGD641128HYNZZV09 and in the Federal Taxpayers Registry under the number AAGD641128SZ2The said affiant declared that having been specially deputized for that purpose he was appearing before me to formalize in this writ the Minutes of the General Extraordinary Meeting of the Shareholders of "INMOBILIARIA HABITACIONAL GPD" SOCIEDAD ANNIMA DE CAPITAL VARIABLE, held on February 02 of 2021, and that towards that effect he wished to declare the following:ANTECEDENTSFIRST.- The Affiant DAVID AZAR GUZMAN declared: that in the public writ number two hundred forty-eight, drawn up in this city on November 03 of 2005 by the Licentiate in Law Bernardo M. Rivadeneyra Prez, titular holder of the Notary Public Office No. 99 of this State, the incorporation of INMOBILIARIA HABITACIONAL GPD SOCIEDAD ANNIMA DE CAPITAL VARIABLE was notarized, with a duration of ninety-nine years, a clause for the exclusion of foreign investors, and whose principal corporate purpose is: to purchase; sell; build; subdivide; urbanize; develop; administer; commercialize; acquire and dispose of, movable goods and real estate under any title; to obtain or assign movable goods and real estate by exchange or by any other means; to take or assign movable goods and real estate in lease or sub-lease on its own account or through third parties, and which is registered in the Public Registry of Commerce in the electronic commercial folio No. 43479.SECOND.- The Affiant DAVID AZAR GUZMN declares that in the public writ No. nine hundred fifty-four, drawn up in this city on October 05, 2010, by the Attorney Jos Enrique Gutirrez, Titular holder of the Notary Public Office No. 87 of this State, the notarization of the Minutes of the General Extraordinary Meeting of the shareholders of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held in this city on November 21, 2005, in which the increase of the companys variable capital to forty-one million three hundred thirty-eight pesos, national currency was approved, and he further declares that the said writ was inscribed in the electronic commercial folio No. 43479*1 (four, three, four, seven, Nine, asterisk,).THIRD.- The Affiant DAVID AZAR GUZMAN declares that in the public writ No. 445, drawn up in this city on August 17 of 2015 by the Licentiate in Law Francisco Javier Acevedo Macari, Titular Holder of the notary public office No. 96 of this State the notarization of the Minutes of the General Extraordinary Meeting of the shareholders of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held in this city on April 20 of 2015, was formalized, and that in the said writ the designation of the affiant as the legal agent of the said company as well as the faculties with which he was invested were approved, and that the said writ was inscribed in the electronic commercial folio No. 43479*1 (four, three, four, seven, Nine, asterisk,).FOURTH.- The Affiant DAVID AZAR GUZMAN further declares that in the General Extraordinary Shareholders Meeting of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held in this city on February 02, 2021 it was resolved, among other accords, to approve the proposal to change the companys administration from a Board of Directors to a Sole Administrator, and the designation of the said Sole Administrator; to modify the twenty-second clause of the Bylaws; the ratification of the powers conferred upon the affiant, and the designation of the Affiant as a special delegate to formalize the Minutes of the meeting before a notary public.CLAUSESFIRST.- The Affiant DAVID AZAR GUZMAN declares and requests, in compliance with the respective commission that was entrusted to him, that I, the undersigned notary public, formalize in this writ the notarization of the Minutes of the aforementioned General Extraordinary Meeting of the INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE shareholders, held in this city on February 02, 2021, transcribing the Minutes literally into this writ, andCandidate's Name , Attorney at LawTitular Notary Public No. 72State of Yucatn, Mxico,I, the notary public, acceding to his request, attest that in order to notarize the Act in question the Affiant placed the Minutes of the said Act before me, which consists of five pages, signed on the margin of each of the first five pages and at the bottom of the last page, the said signatures, according to the Affiant, to which he swears under oath, being those of the Affiant himself and of Mr. Yudy Azar Jimenez, in his capacity as the general agent of the shareholders Raiza Gabriela and Yasmile Patricia, both surnamed Azar Guzman, to which the Affiant swears under oath. I hereby notarize the Minutes of the said Meeting, in conformance with the Affiants request and in accordance with the stipulations established in Article 96 of the Notary Public Law of the State of Yucatan, transcribing the Act literally, as follows:General Extraordinary Shareholders Meeting of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held in Merida, Yucatan, Mexico at 10:00 a.m. on February 02, 2021.In the City of Merida, Yucatan, Republic of Mexico, at 10:00 a.m. on February 02, 2021, in the unit marked with the number 3, locale 407 of Avenida Campestre 1B and 1C of Colonia Campestre, Messrs. David Azar Guzman and Yudy Azar Jimenez, the first-named on his own behalf and the second-named in his capacity as the general agent of Mrs. Raiza Gabriela and Mrs. Yazmile Patricia, both surnamed Azar Guzman, the first-named and the last two named being the only shareholders of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, came together for the purpose of holding a General Extraordinary Shareholders Meeting, by the unanimous accord of the said shareholders.Mr. DAVID AZAR GUZMAN was the Chairman of the meeting and Mr. Yudy Azar Jimenez was the Secretary.This Meeting was carried out in conformance with the following:I.Formation of the list of attendees and the declaration by the Chairman as to whether the Meeting was legally installed or not.II. Resolution of the proposal to change the Companys form of administration from a Board of Directors to that of a Sole Administrator.III.- Resolution in regard to the modification of Clause 22 of the Company Bylaws.IV.- Resolution on the advisability of ratifying the Powers conferred on Yudy Azar JimenezV.- Designation of the person who, in the name and representation of the Company, will appear before a notary public for the purpose of notarizing the Minutes of the Meeting.VI.- Redaction, reading and approval, if such is the case, of the Minutes of the Meeting and closure of the Meeting.I. In compliance with the first point in the Order of the Day, the Secretary proceeded to draw up the list of attendees to the Meeting, with the following result:ShareholdersSeries ASharesSharesSeries BValueDavid Azar GuzmanRFC: AAGD641128SZ23013,78013,810C. RFC AAGR610222LC6Represented by her General Agent/3013,77913,800Yazmile Maria Patricia Azar GuzmanRFC: AAGY630627457Represented by her General AgentYudy Azar Jimnez3013,77913,809Total9041,33841,428Based on the results of the list of attendance, the Chairman declared the meeting legally installed, and the accords it would adopt therefore valid, since all the Companys shareholders were either present or represented and all the Companys subscribed and paid corporate capital represented, in conformance with the stipulations established in the Company Bylaws and with the final part of Article 188 of the General Law of Commercial Companies.And, in regard to the provisions in Article 27 of the Tax Code of the Federation, the Secretary certified that the Federal Tax Code numbers appearing above coincide with the Tax Code numbers that appear in the respective Tax Registration Cards exhibited by the shareholders.Candidate's Name , Attorney at LawTitular Notary Public No. 72State of Yucatn, MxicoThe Secretary himself, Yudy Azar Jimenez, also accredited his own authorized representation in conformance with the corporate Bylaws, by exhibiting certified transcriptions of the public writs containing his appointment, which were added to the documents file of this Meeting.II. Resolution in regard to the proposal to change the Companys form of administration from a Board of Directors to a Sole Administrator, and the designation of the Sole Administrator if the resolution is adoptedIn the resolution of the second point in the order of the day, Mr. Yudy Azar Jimenez declared, in the name of his clients, that in order to achieve a more agile and timely execution of the Companys operations he considers that it would be advisable to change the Companys form of administration, which at the present time is by a Board of Directors, to an administration by a Sole Administrator, and he recommends that this be done.. And, in the event that this resolution is adopted, he recommends that Mr. David Azar Guzman be appointed to that position, and that if he is designated as such that he be invested with the faculties and powers to exercise that position.After due deliberation and discussion the Assembly adopted the following accords in a unanimous affirmative vote: the Companys form of administration is changed from a Board of Directors to that of a Sole Administrator. Relieve the persons who formed the Board of Directors of all responsibility in regard to the exercise of their respective positions, and designate as the Sole Administrator, from this day forward and for an indefinite period of time, Mr. David Azar Guzman who will be exempted from the obligation of posting a bond, and who will exercise that position with all the powers and faculties established in the Twenty-Eighth Clause of the Company Bylaws, which state: TWENTY-EIGHTH.- The Sole Administrator or the Board of Directors, as the case may be, shall have the most ample faculties of a general agent for the performance of their functions, in the terms of Article Ten of the General Law of Commercial Companies and Article Nine of the General Law of Credit Securities and Operations. In a general manner, but not limited thereto, they shall have the following attributes and obligations:To sign for the Company; b) representing the Company judicially and extra-judicially, inclusively with employer representation in labor matters, a faculty that can be delegated; c) the faculty to carry out the operations inherent to the Companys corporate purpose; d) to execute and subscribe all the acts and contracts that may be required in the Companys business affairs; e) to perform his functions with thefaculty to [ the text is not continuous here]company Bylaws.In the resolution of the third point in the order of the day, Mr. Yudy Azar Jimenez, in the name of his represented shareholders, submitted to the consideration of the shareholders present the proposal of modifying the twenty-second clause of the corporate Bylaws, in conformance with the respective project that to that effect was distributed among the shareholders present for their analysis, and he requested that the respective resolution be adopted.Thereupon the shareholders, after due deliberation adopted the following resolution in a unanimous vote: the modification of Clause Twenty-Two of the corporate Bylaws is approved, so that hereafter, beginning on this date, it shall read as follows:TWENTY-TWO.- The General Ordinary Meetings shall be considered to be legally installed when they are represented by at least fifty-one percent of the total corporate capital and their resolutions shall be valid when they are adopted in a first or ulterior summons by a majority that represents at least fifty-one percent of the total corporate capital, except in cases involving the removal of the Sole Administrator, or the modification of his faculties, or involving the changing of the Companys form of administration from a Sole Administrator to a Board of Directors, or the appointment of a Manager, in which an affirmative vote representing at least 70 percent of the corporate capital will be required. In the General Extraordinary Meetings at least three fourths of the shares representing the corporate capital will be required for the adoption of resolutions in a first or ulterior summons, and the resolutions will be valid if they are adopted by a majority consisting of at least 70 percent of the corporate capital.IV.- Resolution regarding the advisability of ratifying the power conferred upon Yudy Azar Jimenez.In the resolution of the fourth point in the order of the day, the Chairman David Azar Jimenez declared to the shareholders that he considers that the powers conferred on Yudy Azar Jimenez, which were granted in the General Extraordinary Shareholders Meeting held in this city on April 20 of 2015 and notarized in the public writ number four hundred fifty-five, recorded in this city on August 17 of 2015 by the Licentiate in Law Francisco Javier Acevedo Macari, Titular Notary Public No. ninety-six of this State should be ratified, and he requested that the shareholders adopt the respective resolution.Candidate's Name , Attorney at LawTitular Notary Public No. 72State of Yucatn, MxicoThereupon, the Assembly, after due deliberation adopted the following accord in a unanimous vote: The powers conferred on Mr. Yudy Azar Jimenez are hereby ratified, said powers having been conferred on him in the General Extraordinary Shareholders Meeting held in this city on April 20 of 2015 and notarized in the public writ number four hundred fifty-five, recorded in this city on August 17 of 2015 by the Licentiate in Law Francisco Javier Acevedo Macari, Titular Notary Public No. ninety-six of this State. The said powers consist of a general power for disputes and collections, including judicial, administrative and labor matters of every kind; a general power for administrative acts, and general powers for acts of ownership, with all the general faculties and even the special faculties that require a special clause, in conformance with the Law, in the terms of Articles two thousand five hundred and fifty-four of the Federal Civil Code, one thousand seven hundred and ten of the Civil Code of the State of Yucatan and the related precepts of the Civil Codes of all the other States of the Republic of Mexico, as well as a power to subscribe securities and to carry out credit operations, in the terms of Article Nine of the General Law of Credit Securities and Operations.V. Designation of the person who, in the name and representation of the Company shall appear before a notary public for the purpose of notarizing the Minutes of the Meeting.In the resolution of the fifth point in the order of the day, the shareholders designated Messers. Yudy Azar Jimenez and David Azar Guzman to appear before a notary public, either jointly or separately that is, with complete independence from each other in representation of the Company for the purpose of notarizing the Minutes of this Meeting.IV. [VI] Redaction, reading and approval, if such is the case, of the Minutes of the meeting and its closing.In the resolution of the sixth and final point in the order of the day, a recess was called for the purpose of redacting the Minutes of this meeting, and once they had been redacted by the Secretary and read out to the shareholders, they were approved . Having dealt with the order of the day, the Chairman brought the Meeting to a close, and this Act was signed by all the participants, in verification thereof. I certify the foregoing.(A signature) David Azar Guzman.(A signature) Yudy Azar JimenezCandidate's Name , Attorney at LawTitular Notary Public No. 72State of Yucatn, MxicoPublic No. 72 State of Yucatan Republic of Mexico In the Center: the National Shield.AUTHORIZATIONI, Candidate's Name , Attorney at Law and Notary Public of the State of Yucatan, Republic of Mexico, in practice in the Notary Public Office number 72, Certify that the legal requirements of the foregoing have been met, in conformance with the provisions of Article one hundred fourteen of the Notary Public Law of the State of Yucatan, and therefore I hereby Authorize on this date the Public Writ number thirty-six, recorded on February 11, 2021, by the undersigned notary public.Merida, Yucatan, Republic of Mexico, on February 15, 2021.- J. Peniche A.- Signed, with the previously described Notary Public Seal.DOCUMENTS IN THE APPENDIXONE.- The notarization of the Minutes of the General Extraordinary Meeting held by the shareholders of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE on February 02. 2021, consisting of five pages, of which a copy is attached.TWO.- A Voters Registration Card, issued by the National Electoral Institute, with which David Azar Guzman has verified his identity, consisting of one page, of which a certified copy is attached.THREE.- The Tax Status certificate issued by the Tax Administration Service to David Azar Guzman, consisting of three pages, consisting of one page, of which a certified copy is attached.FOUR.- The Tax Status certificate issued by the Tax Administration Service to Mrs. Raiza Gabriela Azar, consisting of three pages, consisting of one page, of which a certified copy is attached.FIVE.- The Tax Status certificate issued by the Tax Administration Service to Yasmile Maria Patricia Azar Guzman, consisting of three pages, of which a certified copy is attached.SIX.- The Tax Status certificate issued by the Tax Administration Service to INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, consisting of three pages, of which a certified copy is attached.SEVEN.- Certified copies of the affidavits of the public writs with which David Azar Guzman accredited the legal existence of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, consisting of fifty-seven pages, of which a certified copy is attached.EIGHT.- Official receipt issued by the Tax Administration Agency of Yucatan, of the Government of the State of Yucatan, for the payment of public writ fees, consisting of one page, of which a certified copy is attached.NINE.- Official receipt issued by the Tax Administration Agency of Yucatan, of the Government of the State of Yucatan, for the payment of inscription fees, consisting of one page, of which a certified copy is attached.TEN.- Official receipt issued by the Tax Administration Agency of Yucatan, of the Government of the State of Yucatan, for the payment of fees corresponding to classification of documents, consisting of one page, of which a certified copy is attached.I, the Notary Public, in compliance with the Law, hereby insert the text of Articles two thousand five hundred fifty-four of the Federal Civil Code and one thousand seven hundred ten of the Civil Code of the State of Yucatan state, verbatim:ARTICLE 2554.- In all the general powers for disputes and collections, it shall suffice to state that they are conferred with all the general and the special faculties that require a special clause in conformance with the Law for it to be understood that they are conferred with no limitations.In the general powers to administrate assets, it shall suffice to state that they are conferred in that nature for the legal agent to have administrative faculties of every kind.In the general powers to exercise acts of ownership it shall suffice to express that they are conferred in that nature for the agent to have all the faculties of ownership, both in regard to the assets themselves as well as in the faculty to carry out acts of all kinds in the defense thereof.When the Principal wishes to impose limitations in the three cases mentioned above, the limitations shall be consigned, or the powers will be special.Article 1710.- In all the general powers for disputes and collections, it shall suffice to state that they are conferred with all the general and the special faculties that require a special clause in conformance with the Law for it to be understood that they are conferred with no limitations.In the general powers to administrate assets, it shall suffice to state that they are conferred in that nature for the legal agent to have administrative faculties of every kind.In the general powers to exercise acts of ownership it shall suffice to express that they are conferred in that nature for the agent to have all the faculties of ownership, both in regard to the assets themselves as well as in the faculty to carry out acts of all kinds in the defense thereof.When the Principal wishes to impose limitations in the three cases mentioned above, the limitations shall be consigned, or the powers will be special.The notary publics shall insert this article in the affidavits of the powers granted.This copy, issued, signed and authorized, is in conformance with the original writ found in the fifth book of the fifth volume of the Records of Notary Public No. seventy-two of the State under my charge and of the original documents found in the respective brief of the appendix. And, at the request of INMOBILIARIA HABITACIONAL GPD, SOCIEDAD ANONIMA DE CAPITAL VARIABLE I hereby issue the first certified copy of this writ, consisting of eighty-five pages, seven of which comprise the pages up to the foot of this page and seventy-eight of which are copies of ten documents. In the City of Merida, Capital of the State of Yucatan, Republic of Mexico, on February fifteen of the year two thousand twenty-one.. |
