**Exhibit 1.1**

 

ARTICLES OF INCORPORATION -BYLAWS OF CORIMON, C.A.

 

**Article 1.-** The name of the Company is Corimon, C.A.

 

**Article 2.-** The Company is mainly engaged in purchasingand selling shares, conducting surveys, selecting, promoting and conductingcapital investment projects in existing or new companies, both in the countryand abroad, financing and monitoring the development of its subsidiaries byintroducing new different services, as well as conducting commercial activitiesof any type, which according to the Board of Directors are suitable to theCompany’s interests.

 

**Article 3.-** The Company is located in Caracas.

 

**Article 4.-** The first fiscal year began onDecember the thirty first (31st), 1949 and the Company has alife term that expires on June the ninth (9th), 2050.

 

**Article 5.-** The Company’s nominal capital amounts toninety-seven thousand, nine hundred seventy-three million, three hundredtwenty-two thousand, eight hundred bolivars (Bs 97,973,322,800.oo). TheCompany’s subscribed and paid-in capital stock amounts to seventy-fivethousand, three hundred sixty-eight million, three hundred fifty-four thousand,eight hundred bolivars (Bs 75,368,354,800.oo), represented by seven hundredfifty-three million, six hundred eighty three thousand, five hundredforty-eight (753.683.548) common shares, with a par value of one hundredbolivars (Bs 100,oo) each.

 

# **REGARDINGSHARES**

 

**Article 6.-** Shares grant equal rights to their holders andeach represents a vote at the Shareholders’ meeting. The Company only acknowledgesshares and shareholders recorded in the Company’s Shareholders book.

 

**Article 7.-** If a share or a group of shares were to beowned by two or more individuals, only one of them will exercise itsrepresentation at Shareholders’ meetings.

 

**Article 8.-** Shares shall be represented by securitiesissued for that purpose. Securities of shares issued by the Company shallcomply with all the provisions set forth in article 293 of the Code ofCommerce and shall be signed by two (2) of the Company’s Directors or bypersons authorized by the transfer agent, either in writing or through anautomated or electronic security system.

 

# **REGARDINGTHE SHAREHOLDERS’ MEETINGS**

 

**Article 9.-** Shareholders’ meetings shall be responsible ofthe overall management, the decisions of which shall be mandatory toshareholders, although they have not attended the Meetings. Shareholders may berepresented at the Meetings by the their attorneys or by any other person,provided that they send a letter to the Chairman of the Board of Directors,indicating the person or persons that shall represent them.

 

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**Article 10.-** Shareholders’ meetings shall be held inCaracas, with prior notice published in a newspaper of general circulation inthe country, which shall also include the meeting’s agenda, at the latestfifteen (15) continuous days in advance.

 

Thisprovision differs from US law, which generally requires notices of meetings tobe delivered individually to all shareholders.

 

**Article 11.-** The Regular General Meeting shall be heldannually between April the first (1st) and July thethirty-first (31st). Special Meetings may be held any time inresponse to the Company’s interests, at the discretion of the Board ofDirectors, or when requested by the number of shareholders stipulated in theCode of Commerce.

 

**Article 12.-** Shareholders’ meetings shall:

a)Approve or disallow the annual balance sheet and review the report of statutoryauditors.

b)Elect all members of the Board of Directors.

c)Elect the Chairman and the Vice-Chairman of the Board of Directors.

d)Select the firm of independent accountants that shall issue an opinion on theCompany’s annual financial statements.

e)Appoint the main statutory auditors and their alternates, and fix theirprofessional fees.

f)Determine the method to cover likely losses, if any.

g)Analyze and solve any matter upon request.

 

**Article 13.-** A meeting shall be valid if at leastsixty-five percent (65%) of the Company’s capital stock is represented.Decisions shall be valid if they are approved by at least the simple majorityof all shares represented at the Meeting. This provision is also applicable todecisions referred to in article 280 of the Code of Commerce. In the eventthe first notice does not meet the required quorum, based on the provisions above,the Meeting shall be held on the third (3rd) following day, at thesame place and time, with no further notice needed; if at that moment theMeeting still does not have the required quorum, a second notice shall bepublished as set forth in article 276 of the Code of Commerce. However, tobe valid, all decisions related to the amendment of the Company’s articles ofincorporation and bylaws have to be approved by at least sixty-five percent(65%) of the Company’s capital stock, yet if the first or second notice has notcongregated the minimum required quorum to consider the Meeting as valid.

 

The foregoingprovisions differ from US law to the extent they impose supermajority quorumand voting requirements. US law generally requires the presence of only amajority of the shares at a meeting to establish a quorum, and requires only amajority of the shares to approve amendments to the certificate ofincorporation.

 

**Article 14.-** Minutes of the Shareholders’ meetings shallinclude the names of all the attendants along with the number of shares thatthey represent, as well as decisions and measures adopted in each meeting, andshall be signed by all the attendants once recorded in the Book of minutes ofthe Shareholders’ meetings.

 

**Article 15.-** The Company’s management and administrationshall be vested in its Board of Directors, which shall comprise eleven (11)main directors and four (4) alternates.

 

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Directorsshall be elected and dismissed at the Shareholders’ meetings with theaffirmative vote of at least fifty-five percent (55%) of the capital stockshares, as follows:

Four(4) main directors and two (2) alternates shall be elected for a period ofthree years; four (4) main directors and one (1) alternate shall be elected fora period of two years; and three (3) main directors and one (1) alternate shallbe elected for a period of one years.

 

The foregoingprovisions differ from US law to the extent they require a supermajority voteto elect directors. US law generally provides that directors may be elected bya plurality of the votes present at a meeting.

 

**Article 16.-** The Board of Directors shall be convened byits Chairman and shall hold a meeting at least once a month or upon requestfrom at least two (2) of its members. To be valid, all decisions of the Boardof Directors shall have a quorum of six (6) directors. Each director has rightto one (1) vote. To be valid, all decisions shall be approved by the simplemajority of the votes of directors in attendance; however, there shall be atleast six (6) affirmative votes.

 

**Article 17.-** The Board of Directors is the administrativebody of the Company and is empowered to conduct any activities provided for inthis document, as well as any other activities not inherently related to otherentities or officers of the Company, the purposes of which shall be complyingwith the Company’s main business objective. The Board of Directors shall:

a)Outline and modify the Company’s business mission and strategy.

b)Monitor the course of the Company’s businesses, thereby being entitled toconduct any type of activity related to management, administration or disposalof the Company assets.

c)Authorize the Executive Chairman to enter into documents and protocols referredto in article 21 of these bylaws.

d)Call the Shareholders’ meetings and settle the matters to be discussed.

e)Present financial statements and accounts and reports to the Shareholders’meetings at its discretion.

f)Elect the Executive Chairman.

g)Appoint the Legal Representative and the Secretary, as well as theiralternates, if any.

h)Incorporate mercantile elements and appoint general or company attorneys byempowering them to conduct any activity and revoke all powers granted on theCompany’s behalf.

i)Appoint and authorize certain officers to sign transfers on the Shareholders’Book; appoint and dismiss the transfer agent, if appropriate.

j)Set out and amend internal standards to regulate the Company’s structure andfunctioning by segregating duties at its discretion.

k)Define the investment policy, budgets of investments in fixed assets andexpense-related budgets.

l)Authorize, pursuant to the investment policy, the acquisition, the transferringor mortgage on personal property and real property that due to their nature mayaffect the proper and normal course of the Company’s business.

m)Authorize, in accordance with the investment policy, new investments in sharesand authorize subscription or acquisition, by any means, of shares andliabilities from other corporations or any related participation.

 

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n)Authorize management and/or sale of shares on portfolio.

o)Coordinate and promote the settlement of long-term objectives for the Company.

p)Establish a meal provision for the meetings of the Board of Directors or anycreated advisory committees.

q)Comply with and enforce compliance with the decisions taken at theShareholders’ meetings.

 

**Article 18.-** Each director shall exercise his functions upto substitution and shall deposit or have a share (1) deposited in theCompany’s cash fund, for the purposes set forth in the Code of Commerce.

Theelected alternate of the absent director shall serve the partial absence of anymain director. In the event of total absence or lack of an alternate, the Boardof Directors shall decide if the alternate director shall attend the Meeting.

 

Thisprovision differs from US law, under which directors generally are not requiredto own any shares as a condition of holding office.

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**Article 19.-** All members of the Board of Directors shallhave the right to receive an annual Company stake equivalent to two and a halfpercent (2.5%) of liquid profits collected each fiscal year, after determiningthe provision for income tax, in addition to diets. This Company stake shall bedistributed in cash or shares of the Company at the discretion of the Board ofDirectors.

 

This provisiondiffers from US law, which generally does not provide for directors to receiveany economic interest in a company’s profits.

 

## **REGARDING THE CHAIRMAN ANDVICE-CHAIRMAN OFTHE BOARD OF DIRECTORS**

 

**Article 20.-** The Company’s Board of Directors shall have aChairman and a Vice-Chairman whose term in office shall be three (3) years, andshall be elected from the directors of the Shareholders’ meetings, with theaffirmative vote of at least sixty-five percent (65%) of the Company’s capitalstock.

TheChairman of the Board of Directors shall:

1)Preside the meeting and convene and preside the Board of Directors’ meetings;

2)Supervise and represent all the Company’s businesses;

3)Monitor compliance with the decisions taken by the Board of Directors;

4)Serve the total or partial absences of the Vice-Chairman of the Board ofDirectors until the Meeting elects a surrogate, in the event of total absence;

5)Conduct any other activity requested by the Shareholders’ meeting or the Boardof Directors.

TheVice-Chairman of the Board of Directors shall:

1)Preside the meeting and convene and preside the Board of Directors’ meetings incase of total or partial absences of the Chairman of the Board of Directors;

2)Supervise all the Company’s businesses;

3)Monitor compliance with the decisions taken by the Board of Directors;

 

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4)Serve the total or partial absences of the Chairman of the Board of Directorsuntil the Meeting elects a surrogate, in the event of total absence;

5)Conduct any other activity requested by the Shareholders’ meeting or the Boardof Directors.

 

Firstparagraph: In the event of definitive and total absence of either the Chairmanor Vice-Chairman of the Board of Directors, the remaining member shall assumethe functions of the absent member, including the power set forth in the secondparagraph of this article, until the Shareholders’ meeting elects a surrogate.

Secondparagraph: The Chairman and the Vice-Chairman of the Board of Directors, byacting jointly, shall have the right to object to decisions taken by the Boardof Directors.

 

**Article 21.-** The Company shall have an Executive Chairmanelected by the Board of Directors, who shall be in office three (3) years andshall:

a)Sign documents and protocols related to the normal and ordinary management ofthe Company’s businesses. If documents or protocols related to all type ofguarantees or businesses exceed the normal and ordinary management, theExecutive Chairman shall request authorization from the Board of Directors.

b)Manage the Company’s operations, including appointment and payment ofprofessional fees, and coordinate operations with subsidiaries, affiliates orassociated companies.

c)Conduct any activity needed, on behalf of the Company’s interests, formanagement and administration of businesses, including the segregation of itsduties.

d)Conduct any other activity set forth by these bylaws, the Shareholders’meetings or the Board of Directors.

Boththe Chairman of the Board of Directors and the Executive Chairman may berepresented by a single person. This provision is also applicable to theVice-Chairman of the Board of Directors.

 

REGARDING THE LEGALREPRESENTATIVE

 

**Article 22.-** The Company shall have a Legal Representative,who may have an alternate. The Legal Representative and his alternate, if any,shall be elected by the Board of Directors and shall be in office until theyresign or are dismissed.

TheLegal Representative shall represent the Company with no restrictions under anycircumstances and shall be the only officer who may legally accept subpoena ornotice on behalf of the Company. He shall be entitled to file and replylawsuits, make sworn statements, execute trials involving all procedures,instances and appeals, both regular and special, compromise, receive money andgrant the related settlements, place bids in auctions, thereby being authorizedto grant powers to attorneys to represent the Company, thereby keeping theright to exercise such powers. To compromise, agree upon, wave and engagebefore civil or legal arbitrators the Legal representative shall request priorapproval from the Board of Directors.

TheLegal Representative and his alternate shall be in charge of their functionsonce the Mercantile Registry is duly notified and their powers shall be revokedupon repealing and when the related notice is issued.

 

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REGARDING SECRETARY

 

**Article 23.-** The Company shall have a Secretary, who mayhave an alternate. Both the Secretary and his alternate, if any, shall beelected by the Board of Directors and shall be in office until they resign orare dismissed. The Secretary shall:

a)Attend the Shareholders’ meetings and meetings of the Board of Directors andprepare the related minutes, thereby being able to certify and authenticatesuch minutes of meetings.

a)              Ensure the Books of Minutes of the Company areproperly kept.

 

# **REGARDINGTHE STATUTORY AUDITOR**

 

**Article 24.-** The Company shall have two (2) main statutoryauditors and their alternates, who shall be in office for a year. They may bereelected and shall exercise the functions stipulated in the Code of Commerce.The secondary statutory auditor shall serve for the absence of the mainstatutory auditors.

 

FINAL PROVISIONS

 

**Article 25.-** The Company’s fiscal year begins onDecember the first (1st) and ends on November thethirtieth (30th) of the next year. At year-end the Company shallprepare an inventory, a statement of profit and loss and an annual balancesheet, in conformity with the Code of Commerce and the generally acceptedaccounting principles, which shall be consistently applied.

 

**Article 26.-** At least a five percent (5%)  portion of the Company’s liquid profitsshall be set aside every year at the Regular General Meeting for creating areserve fund aimed at covering losses reported in the financial statements, andat complying with the company liabilities. This reserve fund shall beaccumulated until it reaches ten percent (10%) of the capital stock.

 

# **SHORT-TERMDISPOSITION**

 

**Article 27**: Without prejudice to that stipulated in theprevious articles, the Shareholders’ meetings responsible for approving thisamendment to the Company’s articles of incorporation and bylaws shall electsolely once the members of the Board of Directors as follows: four (4) main directorsand two (2) alternate directors, who shall be in office for three (3) years;four (4) main directors and one (1) alternate director, who shall be in officefor two (2) years and, three (3) main directors and one (1) alternate director,who shall be in office for one (1)year.

 

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