**Exhibit 1.1**

**BY-LAWS**

**CELULOSA ARAUCO Y CONSTITUCION S. A.**

TITLE I 

**Name, domicile, duration and purpose.**

ARTICLE 1. A stock corporation called “Celulosa Arauco y Constitución S.A.” is established, which will be ruled by these by-laws andby the legal and regulatory provisions that may be applicable thereto. 

ARTICLE 2. The domicile of the company will be the city of Santiago, MetropolitanRegion, without prejudice to the offices, agencies or branches that may be established in other parts of the country or abroad. 

ARTICLE 3. The duration ofthe company is indefinite and its dissolution will occur in the events provided for in the laws. 

ARTICLE 4. The purpose of the company is: 

a) To manufacture cellulose, paper and derivates, by-products, derivatives and similar products; acquire, administer, manage and exploit, for its own or thirdparties’ account, forest lands or lands that may be appropriate for forestry; acquire and exploit sawmills and other industries that process raw materials for the production of paper, cellulose and their derivatives and/or lumber in all itsforms; dispose of, export and in general, market in or outside the country, the products referred to, especially lumber, cellulose and paper in all their forms. 

b) Acquire, administer, manage and exploit for its own or third parties’ account, agricultural real estate, and transform, industrialize and market agricultural products, as well as produce, process and market food and beverages of anyclass or origin. 

c) Acquire, administer, manage and exploit for its own or third parties’ account, non-agricultural real estate, aswell as to become involved in the construction industry and develop realty business. 

d) Import, export, buy, sell, distribute and, in general market forits own or third parties’ account, motorized vehicles and machinery, elements, equipment and other articles for agricultural, mining, fishing, industrial, electronic computers for commercial and domestic use, their accessories and spare parts.

e) Land, air, maritime and river transportation, for its own or third parties’ account, and promotion and development of tourist activities in thecountry. 

f) Manufacture, distribute and market in general, containers of all kinds. 

g) Exploit electronic computer equipment, in all its forms, being able to provide in this connection advice in administration and organization of enterprises, market and feasibility studies and operative research.

h) Also carry out activities and business related with: 

1) Mining, including among others, the prospection, reconnaissance, exploration and exploitation of orebodies; and 

2) Fishing or catching of beings or species that normally live in the water, being able to market them in any way. 

i) Participate, according tothe law, in banking enterprises, financial services, insurance, warrants and in general storage and deposit of goods, and in the administration of mutual and security funds. 

j) The performance for its own or third parties’ account of port operations, including within them, especially, pier work, lighterage, moving of cargo, storage, stowing goods in vessels and removing them fromstowage. 

k) The production, purchase, sale, transportation and distribution of electrical energy and water steam. 

l) The generation, purchase, sale and commercialization in general of Certified Emission Reductions of greenhouse gases, called “Carbon Bonds”. 

m) The rendering of specific services of administration of companies, even in information technology matters. 

 

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n) The lease, as landlord, of real property, with or without movable property included therein, and of equipment,machinery and other movable properties. 

TITLE II 

**Capital and shares**

ARTICLE 5: The capital of the Company is the amount of three hundred forty seven million five hundred and fifty thousandfive hundred thirty seven (347,550,537) Dollars of the United States of America, divided into one hundred thirteen million one hundred and fifty two thousand four hundred and forty six (113,152,446) shares, without nominal value.

ARTICLE 6: The shares will be registered. A register will be kept with a list of all the shareholders indicating their address and the number of shareseach one holds. Any transmission or transfer of shares must be noted in such register. 

TITLE III. 

**Administration**

ARTICLE 7: The administration of the companycorresponds to a board of directors formed by nine members elected by the General Shareholders’ Meeting. 

ARTICLE 8: The board of the companyrepresents it judicially and extrajudicially and for the fulfillment of the corporate object, which it will not be necessary to evidence before third parties, it is invested with all the authorities of administration and disposal that the law or theby-laws do not establish as privative of the general shareholders’ meeting, without it being necessary to give it a special power of attorney, even in the case of those acts or contracts with respect to which the laws require this circumstance.In judicial matters, the board of directors will have all the authorities mentioned in article 7 of the Code of Civil Procedure, especially those of the second paragraph, which are considered expressly reproduced herein one by one. The above iswithout prejudice to the judicial representation that corresponds to the manager according to the law. In extrajudicial matters, the board of directors may especially collect and receive whatever is owed 

 

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to the company; in any way acquire and dispose of tangible or intangible real or personal property, encumber the company’s assets, real and personalproperty, with mortgages, easements or pledges, regardless of the value of such property or the amount of the respective encumbrances; give and take on lease or commodatum; perform all kinds of exchange operations, borrow money paying interest, withor without guaranty, in the form of mutuum, overdraft, discounts, advance against acceptance or any other; contract overdrafts and current accounts of deposit or credit; and draw and overdraw on such accounts; draw, accept, endorse, cancel, aval andprotest bills of exchange or other mercantile or banking documents; agree to solidarity and indivisibility; form companies and join those that have already been formed, and concur to the administration, modification, dissolution of such companies,and in general perform all the acts and enter into all the nominate or innominate contracts, being able to stipulate the elements of their essence, natural or merely accidental, regardless of whether or not they are included in the listing which ismerely an example and that does not restrict the authorities of administration and disposal that the law gives to the Board of Directors. 

ARTICLE 9: Thefollowing are also authorities and duties of the board of directors: 

a) Name and remove the general manager of the company; 

b) Supervise the behavior of the general manager and the rest of the employees, suspend them, dismiss them and establish their duties and remunerations; 

c) Establish agencies or branches in any trade market in or outside the country and suspend them or eliminate them when it is considered advisable; 

d) Submit to the regular shareholders’ meeting a balance sheet, inventory and the annual report regarding the corporate results of each year and propose to thegeneral shareholders’ meeting the distribution of the profits and the dividends to be distributed among the shareholders, without prejudice that per se and under the personal liability of the directors who concur to the resolution, it mayresolve to distribute interim dividends according to the law; 

e) Issue at the proposal of the general manager the internal regulations that are necessaryfor the good operation of the company. 

f) Inspect the corporate operations and see that all the contracts that are entered into are accurately fulfilled.

 

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g) Take resolutions on calls to regular and special general shareholders’ meetings. 

h) All the rest that are conferred on it by the laws and other provisions of the by-laws, and in general, resolve the cases not provided for in them. 

ARTICLE 10: The Directors, who will be re-eligible, will remain three years in office and the board of directors will be fully renewed in such periods. If for any reasonthe general shareholders’ meeting called to elect the directors is not held, their functions will be understood to be extended until their substitute is named. In the elections made in the general shareholders’ meetings, the latter orwhoever may represent them, may accumulate their votes in favor of one person, or distribute them as they deem advisable and those who in the same and only voting receive the highest number of votes will be elected until the number of offices to beelected is completed. The voting can be omitted if the election is proposed by acclamation and none of the shareholders present or represented opposes the motion. 

ARTICLE 11: The minutes recording the election of the board of directors will contain the names of all the shareholders present or represented, specifying the number of shares for which each one has voted, per se, or by proxy, andexpressing the general results of the voting. 

ARTICLE 12: The directors will receive fees for their functions. The amount of the fees shall be fixed bythe general shareholders’ meeting and will be compatible with other remunerations that they receive for functions or assignments other than the office of director. 

ARTICLE 13: The board of directors may only be revoked fully by the regular or special general shareholders’ meeting, but one or more of its members cannot be individually or collectively be revoked. In any case,any change in the board of directors must be revealed as required by the laws. 

ARTICLE 14: At the first meeting held after the general meeting that hasappointed it, the Board will elect from among its midst a Chairman, a First Vicechairman and a Second Vicechairman, who will also be the Chairman, First Vicechairman and Second Vicechairman of the company and of the general shareholders’meetings. 

 

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ARTICLE 15. The functions of director cannot be delegated and will be collectively exercised in a meeting legally calledto order. The Board of Directors may delegate part of its authorities on the chairman, on one of the vicechairmen, on a director or on a committee of directors, on the managers, assistant managers or lawyers of the company, and for especiallydetermined purposes, on other persons. 

ARTICLE 16: The meetings of the board will be regular and special. The former will be held on the datespre-determined by the board itself, and the latter, when called by the chairman, per se or upon indication of two or more directors, for specific purposes that will be mentioned in the notice. The call will be made by letter sent by the generalmanager, acting upon the chairman’s instructions, to the address registered by each director in the company. 

ARTICLE 17: The meetings of the board ofdirectors will be called to order with the attendance of five directors and resolutions will be taken by the absolute majority of the directors present. In case of a tie, the person chairing the meeting will have the casting vote. 

ARTICLE 18: The Board of Directors will appoint a secretary, and the general manager will act as such in the absence of a specific appointment. The deliberations andresolutions of the board will be written into a book of minutes by any means that may be determined by the meeting provided they offer the assurance that there shall be no insertions, eliminations or any other adulteration that could affect theaccuracy of the minutes, that will be signed by the directors who concurred to the meeting. If any of them should die, be absent, or does not sign when required by the secretary, or for any reason should be unable to sign the pertinent minutes,record will be left therein of the respective circumstance or impediment. The minutes will be understood to be approved from the time they are signed according to the preceding sentence, by the Directors who have concurred with their vote to theapproval of the respective resolution, and since that date the resolutions referred to therein can be carried out. The minutes shall also be understood to be approved and the resolutions evidenced therein can be carried out, when approved by theboard of directors at a subsequent meeting. 

 

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The director who wishes to exempt responsibility for any act or resolution of the board of directors, must have hisopposition recorded in the minutes, and an account must be given thereof at the next regular shareholders’ meeting by the person chairing such meeting. 

The Director who considers that the minutes of a certain meeting contain inaccuracies or omissions, has the right to record the corresponding exceptions before signing them. 

ARTICLE 19: The company may only enter into acts or contracts in which one or more directors are interested per se or as representatives of other persons, when such operations are known and approved by the board ofDirectors and adjust to conditions of equity that are similar to those that customarily prevail in the market. The resolutions taken in this connection by the Board of directors shall be made known at the next general shareholders’ meeting bythe person chairing the meeting, and mention must be made of this matter in the notice of call. 

ARTICLE 20: The following are among the Chairman’sspecial duties: 

a) Chair the meetings of the board of directors and the general shareholders’ meetings; 

b) Call the directors to board meetings when this has been provided for or when he may consider it necessary or upon the request of two or more directors. 

c) Call general shareholders’ meetings when a resolution has been taken in this connection by the Board or if it is requested by a competent number of shareholders;

d) Fulfill and cause to be fulfilled what is provided in the by-laws and the resolutions of the Board of Directors and of the general shareholders’meeting. 

In the absence of the Chairman, he will be replaced, in the first place, by the First Vicechairman, and in the absence of both, the SecondVicechairman will replace the Chairman. 

ARTICLE 21. There will be a general manager and the managers and assistant managers that the former may considerit convenient to appoint. The general manager will have the judicial 

 

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representation of the company according to the law and will be entitled to speak at the board meetings, being liable jointly with the members of such boardfor all the resolutions that are damaging for the company and the shareholders, unless his opinion to the contrary is recorded in the minutes. The following will especially be the duties of the general manager: 

a) Study any business that may be convenient for the company, manage and perform it under the instructions of the board of directors; 

b) Carry out all the resolutions of the board of directors within the administrative authorities that correspond to him; 

c) Direct the progress of all the activities of the company and see that its rights are enforced in business carried out with third parties in which it participates.

d) Take the representation of the company in all extrajudicial acts and contracts for which he has received powers of attorney from the Board ofDirectors. 

e) Appoint the senior officers and, at their proposal, the rest of the subaltern employees; 

f) Dismiss the senior officers referred to in letter (e) of this article and the lower level employees with or without indication of the respective chief.

g) Supervise the behavior of all the employees of the company, inspect all the businesses in and outside the corporate domicile; correct the defects notedin their operation and propose to the board the most important actions required in the case; 

h) If no other person has been appointed therefor, serve assecretary of the board of directors and of the general shareholders’ meetings and keep the corresponding books of minutes of the meetings. 

i) Keepthe book of shareholders and be careful in order that the issue and transfer of the shares will be made properly; 

j) See to the correspondence of thecompany; 

k) Take under his immediate supervision everything referring to the company’s accounting; 

1) In general comply, and cause the instructions received from the Board of Directors to be complied with. 

 

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ARTICLE 22. The directors will be subject to the inabilities, incompatibilities, obligations, prohibitions andresponsibilities indicated in the laws. 

ARTICLE 23: The appointments, vacancies and substitutions that occur with respect to the office ofchairman/president and general manager, shall be revealed as provided for in the laws and regulations. 

TITLE IV. 

**General shareholders’ meetings.**

ARTICLE 24. The shareholderswill meet at regular or special shareholders’ meetings. The former shall be held once a year within the first four months, to take resolutions with respect to the matters that correspond to them without it being necessary to mention them in therespective notice of call. The latter may be held at any time, when required by corporate needs, to take resolutions in any matter that the law or by-laws provide must be submitted to the general shareholders’ meetings, and so long as suchmatters are mentioned in the pertinent notice of call. When a special general meeting must take a resolution on matters that correspond to a regular general meeting, its operation and resolution will be subject, in so far as pertinent, to thequorums and majorities applicable to the latter kind of general meetings. 

ARTICLE 25. The following matters must be transacted at regular generalshareholders’ meetings: 

a) The examination of the company’s situation and of the reports of the external auditors and the approval or rejectionof the annual report, of the balance sheet, of the financial statements and demonstrations submitted by the administrators or liquidators of the company; 

b) The distribution of the profits of each financial period and especially the distribution of dividends; 

c) The election or revocation of themembers of the board of directors and of the liquidators; 

 

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d) In general any matter of corporate interest that does not correspond to the special general shareholders’meeting. 

ARTICLE 26: The following are matters that must be transacted at special general shareholders’ meetings: 

a) The dissolution of the company; 

b) The transformation, merger ordivision of the company, and the amendment of its by-laws; 

c) The issue of bonds or debentures convertible into shares; 

d) The disposal of the fixed asset and liabilities of the company or of all its assets; 

e) The granting of real or personal guarantees to secure obligations of third parties, unless they are affiliated companies, in which case the approval of the board of directors will be sufficient, and 

f) The rest of the matters that by law or by the by-laws correspond to the resolution or the competence of the general shareholders’ meetings. 

The matters referred to in letters a) b), c) and d) may only be resolved at general meeting held before a notary public, who must certify that the minutes are the trueexpression of what occurred and was resolved at the meeting. 

ARTICLE 27. The general meetings will be called by the Board of Directors of the company inall the cases provided for by the laws. 

ARTICLE 28. The call to general shareholders’ meetings will be made through a prominent notice that will bepublished at least three times on different days in the newspaper of one of the corporate domiciles determined by the general shareholders’ meeting, determination that will be maintained until such time as another resolution is taken at afuture general shareholders’ meeting. In the absence of a determination, the call will be made by the Official Gazette. 

ARTICLE 29: The generalshareholders’ meetings will be called to order at first call with the absolute majority of the voting shares issued, and in second call, with those that are present or 

 

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represented regardless of their number, and the resolutions will be taken with the absolute majority of the voting shares present or represented, with theexception of the cases indicated in the following article. The notices of the second call may only be published when the General Meeting to be held at first call has failed, and in any event, the new General Shareholders’ Meeting must be calledto be held within the forty five days following the date established for the general meeting that was not held. The general meetings shall be chaired by the chairman of the Board or by whoever acts in his stead, and the person appointed assecretary, if any, will act as such, otherwise the general manager will act in his stead. 

ARTICLE 30: The resolutions of the special generalshareholders’ meetings that imply an amendment of the corporate by-laws, must be taken with the absolute majority of the voting shares issued. Resolutions with regard to the following matters will require the affirmative vote of two thirds ofthe voting shares issued: 

a) The transformation of the company, its division and its merger with another company. 

b) The advanced dissolution of the company; 

c) The change of corporatedomicile; 

d) The reduction of the equity capital; 

e) Theapproval of contributions and estimate of property not consisting in cash; 

f) The reduction in the number of members of the Board. 

g) The alienation of the assets and liabilities of the company or of all its assets; 

h) The way in which the corporate benefits will be distributed. 

ARTICLE 31: Only the titleholders of shares listed in theshareholders’ register five days before the date on which the respective general meeting is held may participate in the general meetings and exercise their right to speak and vote. Even if the directors and managers are not shareholders, theycan participate in the general meetings with the right to speak. 

 

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ARTICLE 32: The shareholders may be represented at the general meetings by another person, even if he is not ashareholder. The authority to represent them must be given in writing, for all the shares to which the principal is entitled as of the date indicated in the preceding article. 

ARTICLE 33: Record will be left in a book of minutes that will be kept by the secretary, if any, or otherwise, by the general manager of the company stipulating the attendance, deliberations and resolutions of thegeneral meetings. 

The meetings shall be signed by those who acted as chairman and secretary of the general meeting and by three shareholders electedthereat, or by all those present, if less than three. The minutes will be understood to be approved from the moment they are signed by the persons indicated in the preceding paragraph, and since that date the resolutions referred to therein can becarried out. If any of the persons appointed to sign the minutes considers that it contains inaccuracies or omissions, he will be entitled to set forth, before signing them, the corresponding exceptions. The deliberations and resolutions of theGeneral Meetings will be written into the book of minutes by any media, provided these offer the safety that there can be no insertions, eliminations or any other adulteration that can affect the accuracy of the minutes. 

ARTICLE 34: Every year the regular general shareholders’ meeting will appoint independent external auditors with the purpose of examining the accounts, inventory,balance sheet and other financial results of the company, and with the obligation to report in writing to the next regular general shareholders’ meeting on the fulfillment of the assignment. 

TITLE V 

**Balance and distribution of profits**

ARTICLE 35: Every year the company will prepare a general balance sheet as of 31st December. The board of directors must submit to the consideration ofthe regular general shareholders’ meeting an annual report about the situation of the company in the last financial period, together with the general balance sheet, the profit and loss statement and the report that the external auditors submitin this connection. 

 

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ARTICLE 36: The general shareholders’ meeting will take a resolution on the annual distribution of the net profitsof each financial period, within the limitations and obligations that the law may impose on it, and the opportunity on which they will be paid, within the legal time periods. 

TITLE VI 

**Dissolution, liquidation and arbitration**

ARTICLE 37: The company will be dissolved in those cases determined by the law and these by-laws. 

ARTICLE 38. Upon dissolution of the company, the board of directors will be understood to subsist until the general shareholders’ meeting that will appoint the liquidator or liquidators that will carry out theliquidation is held. The general meeting will also establish their fees. Their authorities and those of the existing attorneys-in-fact or that may be appointed, shall be understood limited to the legal authorities. During the liquidation process theliquidator or liquidators will be obliged to make an annual call to general shareholders’ meetings for the purposes provided for in the law. Otherwise the shareholders that represent, at least, ten per cent of the shares issued may request theordinary justice to make the call. 

ARTICLE 39. The differences that occur among the shareholders in their capacity of such, or between these and thecompany, or their administrators, either during the life of the company or during its liquidation, shall be subject to the decision of a mixed arbitrator, who will resolve in only instance and without any form of judicial proceeding, and againstwhose resolutions there will be no remedy, with the exception of cassation in form by ultra petita and complaint appeal. The parties will appoint the arbitrator by mutual agreement, and if this appointment is not made, the ordinary justice will becalled upon to make the appointment from among those persons that are performing or have performed the office of alternate justice of the Supreme Court of Justice. 

 

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TRANSITORY PROVISIONS 

TRANSITORY ARTICLE. Notwithstanding what is established in the new article 14 of this by-laws and until the Shareholders’ Meeting in which it shall correspond to renovate the Board of Directors is held, itis appointed Mr. José Tomás Guzmán Dumas in the position of First Vicechairman of the company, and Mr. Roberto Angelini Rossi in the position of Second Vicechairman of the same. 

**The undersigned, in his quality of Chief Executive Officer of Celulosa Arauco y Constitución S.A., herein certifies that the above document contains thecomplete text of the by-laws of the Company, including the last amendment effected therein, which is reflected in the public deed issued by the Notary Public of Santiago Mr. Iván Torrealba Acevedo on January 31, 2008.**

Santiago, June 24, 2008. 

 

**/s/ MATÍAS DOMEYKO CASSEL**
**Matías Domeyko Cassel****Chief Executive Officer****Celulosa Arauco y Constitución S.A.**
arauco estatutos inglés junio 2008 

 

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