<PAGE>

                                                                     EXHIBIT 1.1

                           INNOVA, S. DE R.L. DE C.V.

                                     BYLAWS

                                    CHAPTER I

                   DENOMINATION, PURPOSE, DURATION, DOMICILE,
                          NATIONALITY AND JURISDICTION

ARTICLE FIRST.    DENOMINATION.

The denomination of the corporation is "Innova", which shall at all times be
followed by the words "Sociedad de Responsabilidad Limitada de Capital Variable"
[Limited Liability Company of Variable Capital] or their initials "S. de R.L. de
C.V."

ARTICLE SECOND.   CORPORATE PURPOSE.

The corporate purposes of the Company shall be:

(a)   To promote, create, organize, exploit and take participation in the
      capital and assets of all kinds of commercial or civil companies,
      partnerships, or industrial commercial service or any other kind of
      companies, both domestic and foreign, as well as to participate in their
      management or liquidation.

(b)   The installation, operation and commercial exploitation of public
      telecommunications networks in order to provide any type of public
      services, among which are the restricted radio and television, made
      through wire/conductors, radio-electricity, optical media, physical or
      other electromagnetic systems, in any format that technology allows for
      and of communications systems to render services of providing,
      transporting and distributing signs, images, sounds or information of any
      nature, through the modulation, codification or digitalization systems
      technically possible, in the frequency bands and/or orbital positions of
      satellites assigned to the same, except open television, all with
      authorization, permit or concession granted by the corresponding
      authorities, as well as the programming of such networks, stations and
      communications systems.

(c)   To acquire, negotiate, have custody of, and alienate any instrument,
      stock, bonds, debentures, and generally, any credit instrument, security,
      and corporate interests in commercial or civil corporations or
      associations of any kind, both domestic and foreign.

(d)   To contract or give loans, granting or receiving the corresponding
      security, issue bonds with or without specific guaranty, accept, draw,
      endorse or guarantee all kinds of credit instruments and give bonds or
      security of any kind with respect to the obligations granted or the
      instruments issued or accepted by third persons.

(e)   To lease, sublease, give and take in comodatum, use, possess, acquire,
      purchase, sell, build, repair, alienate, and operate under any legal title
      all kinds of equipment, warehouses,

<PAGE>

      storage facilities, plants, offices, rooms, units, and other
      establishments necessary or convenient for realization of the purposes of
      the Company, including acquisition and alienation of personal property,
      real property, and real rights that are considered indispensable and that
      the laws allow.

(f)   To represent as agent, intermediary or mediator, commission agent, factor,
      consignee, legal representative, or attorney-in-fact for all kinds of
      companies or persons, Mexican or foreign.

(g)   To provide and receive all kinds of services or consulting of a technical,
      administrative, supervisory, organizational, marketing, research,
      development, engineering, or legal nature and generally, all kinds of
      services related to the industrial or commercial activities of companies,
      corporations and associations, whether Mexican or foreign.

(h)   To produce and use works susceptible of protection by copyright and
      related rights, as well as to acquire or transmit ownership of rights
      thereto, and to undertake any legal act in this area.

(i)   To produce, acquire, exercise, use and transfer industrial property
      rights.

(j)   To obtain, acquire, transmit, use, register, negotiate and grant use or
      enjoyment of all kinds of permits, licenses and concessions.

(k)   To execute all acts and enter into all agreements or contracts of any
      nature related to the foregoing purposes.

ARTICLE THIRD.    DURATION.

Except as otherwise provided in Article Twenty-Seventh of these bylaws, the
duration of the Company is ninety-nine years, counted from the date of signature
of the Articles of Incorporation.

ARTICLE FOURTH.   DOMICILE.

The domicile of the Company shall be Mexico City, Federal District; however, the
Company may establish agencies, branches and installations, and any other
extension in any place in the Mexican Republic or abroad, and submit to
contractual domiciles without the corporate domicile being thereby deemed to
have changed.

ARTICLE FIFTH.    WAIVER OF NATIONALITY.

Current or future foreign members of the Company bind themselves and agree with
the federal government through the Ministry of Foreign Relations to consider
themselves as Mexicans with respect to the social parts they may acquire in this
Company or which they may hold, as well as with respect to any property, rights,
concessions, participation, or interests that the Company may own, or with
respect to the rights and obligations that derive from the contracts to which
the Company is party with the Mexican authorities, and not to invoke the
protection of their governments therefore regarding them under the penalty,
should they fail to comply with this agreement, of losing the social parts they
acquired to the benefit of the Mexican Nation.

                                        2
<PAGE>

                                   CHAPTER II

                        CAPITAL, SOCIAL PART AND MEMBERS

ARTICLE SIXTH.    CAPITAL, SERIES AND CLASSES OF SOCIAL PARTS.

The capital of the Company is variable. The minimum or fixed capital is the
amount of $827,750,000.00 (Eight hundred and Twenty Seven Million Seven Hundred
and Fifty thousand and 00/100 pesos, Mexican Currency), wholly subscribed and
paid. The variable capital is unlimited.

The social parts into which the capital is divided may be of unequal value but
in all cases shall be $100.00 (One Hundred pesos, Mexican Currency), or a
multiple thereof.

The social parts representing the capital shall be divided into four series, two
of which are divided in two subseries, with the corporate rights and duties
specified in these bylaws, as follows:

(a)   Series A, comprising Sub-Series A-1 and A-2, shall be composed of ordinary
      social parts that shall represent no less than 51% (fifty one percent) of
      the capital of the Company with full voting rights. Series A social parts
      may only be acquired by Mexican persons and therefore the Company shall
      not admit any foreign investors as holders of Series A social parts.

(b)   Series B, comprising Sub Series B-1 and B-2, shall be composed of ordinary
      social parts that shall represent no more than 49% (forty nine percent) of
      the capital of the Company with full voting rights. The Series B social
      parts shall be of unrestricted subscription and therefore may be acquired
      by Mexican investors and by foreign individuals or corporations, or by
      individuals, corporations or entities contemplated in Article Second
      section III of the Foreign Investment Law.

(c)   Series C shall be composed of limited voting social parts. The Series C
      social parts may only be acquired by Mexican individuals or by Mexican
      companies whose capital stock is majority owned by Mexicans, provided that
      such Mexican company shall not be controlled by a foreign entity.

(d)   The series "N", shall be composed of limited voting social parts, which
      may be issued and considered as neutral investment for purposes of the
      Foreign Investment Law previous authorization of the Secretary of Economy.
      The series "N" social parts may be freely subscribed by and acquired by
      Mexican investors and by foreign individuals or corporations, or by
      individuals, corporations or entities contemplated in Article Second
      Section III of the Foreign Investment Law. In case that any foreign person
      or entity, either today or in the future, acquires series "N" social
      parts, such foreign person or entity shall formally undertake before the
      Foreign Affairs Ministry to be considered as a Mexican national with
      respect to said interest, and to all property, rights, concessions,
      participation or interests held by the Company, or the rights or
      obligations arising from the agreements in which the Company is party with
      Mexican authorities, and not to invoke the protection of his, her or its
      government under the penalty, in case of failure to comply with this
      agreement, of forfeiting such interest to the benefit of the Mexican
      Nation. The series "N"

                                        3
<PAGE>

      limited voting social parts shall be considered as neutral investment, and
      shall not be counted for purposes of calculating the amount and proportion
      of the participation of foreign investment on the capital stock of the
      Company, pursuant to applicable law.

In accordance with the authorization of the Secretary of Economy, dated as of
November 30, 2001, the Company may issue series "N" social parts representative
up to the eighty percent (80%) of the capital stock of the Company, considered
as neutral investment for the purposes of the Foreign Investment Law, and that
will grant economic rights and the right to vote only in the Members' Meetings
dealing with affairs described in article 113 of the General Act of Commercial
Companies.

ARTICLE SEVENTH.  SOCIAL PARTS.

(a)   Each ordinary series A and B social parts shall be entitled to one vote in
      the Members' Meeting for each $100.00 (One hundred and 00/100 pesos,
      Mexican Currency) of capital that its social part represents.

(b)   Limited voting series "C" and "N" social parts shall have the right to be
      present at and of one vote for each One Hundred Pesos, 00/100 Mexican
      currency, of capital stock that represents its social parts in the special
      meetings for each such series only, and in the Member's Meeting only with
      respect to the following matters: (i) extension of the term of the
      Company; (ii) early dissolution of the Company; (iii) change of the
      corporate purpose of the Company; (iv) change of nationality of the
      Company; (v) transformation of the corporate form of the Company; and (vi)
      merger of the Company .

(c)   Except as provided in these bylaws, all social parts of the same Series
      confer on their holders the same corporate, property and pecuniary rights,
      including participation in the profits and the preferential right to
      subscribe for capital increases within the same series in the proportion
      that pertains to them, and impose the same obligations.

(d)   The social parts are indivisible; however, any member shall have the right
      to their division and partial assignment within the same Series pursuant
      to the terms of these bylaws.

(e)   No member may hold more than one social part of the same Series.

(f)   Social parts of the Company representing the capital may only be issued by
      a resolution of the Members Meeting.

ARTICLE EIGHTH. TRANSMISSION OF SOCIAL PARTS AND ADMISSION OF NEW MEMBERS.

It is stipulated that in order for members to assign all or any portion of their
social parts, as well as for admission of new members, the consent of all
members holding Sub-Series A-1 and Sub-Series

                                        4
<PAGE>

B-1 social parts shall be necessary through a resolution that must be adopted in
the Members' Meeting.

The Company shall not have more than fifty members, the Members Meeting may
authorize subdivision of the social part, as well as partial assignment of the
same. When due to the transmission, sale or assignment of the social parts
approved observing the rules of these bylaws it is necessary to divide such
social parts, this may be done provided this division does not cause the Company
to have more than fifty members.

ARTICLE NINTH. MEMBERS REGISTER.

   a) The Company shall keep a special book of the members, in which shall be
      recorded the capital increases and reductions, as well as all the
      operations of subscription, payment, acquisition or transfer of social
      parts, indicating the name, domicile and nationality of each one of them
      with note of their contributions,Class, the Series and Sub-Series to which
      they correspond, and the transfers of social parts which, if any, have
      been made, as well as the authorization that for such purpose has been
      given pursuant to the provisions of Article Eighth of these bylaws.

   b) All the capital increases and reductions shall be registered in the
      capital variations registry book.

   c) It is understood that the corresponding entries in the member's registry
      book and the capital variations registry book must be authorized with the
      signature of one of the Managers or the Secretary of the Board of
      Managers.

                                   CHAPTER III

                        CAPITAL INCREASES AND REDUCTIONS.

ARTICLE TENTH. CAPITAL INCREASES.

   a) Capital increases, either to the minimum or fixed capital or the variable
      capital, may only be declared by resolution of a Members' Meeting in
      accordance with Article Sixteenth of these bylaws.

      No increase shall be authorized unless the last capital increase has been
      full subscribed and paid.

   b) Any member shall have the preemptive right to subscribe any capital
      increase, within the same series, according to its participation in the
      capital that he had before such capital increase.

   c) When adopting the corresponding resolution, the Members' Meeting that
      authorizes the capital increase shall determine the terms and conditions
      under which it will be made. The

                                        5
<PAGE>

      preemptive right of the members referred to in section b) above, must be
      exercised within the 25 calendar days immediately following the Members'
      Meeting that approved such increase, if all the members were present, and
      if not, within the 15 calendar days immediately following the date of
      issue or the date in which the capital increase is published in the
      Official Gazette [Diario Oficial de la Federacion] or in one of the major
      circulation daily newspapers in the Company's domicile.

   d) The capital that is not subscribed within the term set by that Members'
      Meeting resolving the increase, shall be cancelled and such amount shall
      be reduced from the variable capital, simply by a resolution of the Board
      of Managers.

   e) The increases to the variable capital and that are deposited in the
      Company's treasury, may be offered by the Board of Managers to be
      subscribed and paid according to the powers granted to it by the Members'
      Meeting.

ARTICLE ELEVENTH. CAPITAL REDUCTIONS.

   a) Capital reductions must be approved by the Members' Meeting under Article
      Sixteenth of these bylaws. Capital reductions affecting the minimum or
      fixed capital must be approved by the Members' Meeting complying, in such
      case, with Article Nine of the General Law on Corporations.

   b) Any reduction shall be done in multiples of One Hundred 00/100 Pesos,
      Mexican Currency.

   c) Capital reductions may be made to absorb losses, to make reimbursements to
      the members or to release them from contributions not yet made.

   d) The capital reductions to absorb losses shall be applied proportionately
      on all the social parts, representing the minimum or fixed capital as well
      as the variable capital.

   e) Social parts may be amortized with the Company's profits. In such case the
      Company may issue non-contributory social parts ("certificados de goce")
      with the rights established in Article 137 of the General Law of
      Corporations.

   f) When the reduction is made for reimbursement, social parts representing
      variable capital shall be redeemed first and if the amount of such social
      part is not sufficient to absorb completely the reduction, social parts
      representing the fixed or minimum capital shall also be redeemed in the
      amount necessary to fully diminish the agreed capital reduction.

   g) When the reduction is made to release the members from unpaid
      contributions, social parts representing variable capital shall be
      redeemed first and if the amount of such social part is not sufficient to
      absorb completely the reduction, social parts representing the fixed or
      minimum capital shall also be redeemed in the amount necessary to fully
      diminish the agreed capital reduction.

                                        6
<PAGE>

   h) Any resolution related to the amortization of social parts representing
      the minimum or fixed capital in order to reimburse the members must be
      published once in the Official Gazette ("Diario Oficial de la Federacion")
      or in one of the most major circulation daily newspapers in the Company's
      domicile.

   i) Members may retire in full or partially their contributions in the
      variable capital, but the Company must be notified in writing of such
      retirement. This retirement shall not be effective until the end of the
      current fiscal year, if the Company is notified before the last quarter of
      the year, and until the end of the next fiscal year if notified later. The
      capital reduction caused by a retiring member here referred to, shall be
      done by reimbursing the social parts at nominal par value.

   j) The reimbursement referred to in the preceding paragraph, shall not
      require the payment of interest and shall be paid in Mexican currency in a
      term not to exceed five years from the fiscal year immediately following
      the year in which the member used his right to retire.

ARTICLE TWELFTH.

Any capital increase or reduction must be done in such manner that (i) the value
of Series A social parts shall not be less than the minimum percentage of the
capital of the Company that shall be held by Mexican investors and (ii) the
value of Series B social parts shall not be greater than the maximum percentage
of the capital of the Company that may be held by foreign investors, in each
case under applicable laws in effect at the time of such capital increase or
reduction.

ARTICLE THIRTEENTH.

Amendments to the bylaws and the division and assignment of social parts shall
be decided by unanimous vote of all members holding Sub-Series A-1 and
Sub-Series B-1 social parts.

                                   CHAPTER IV

                                MEMBERS MEETINGS

ARTICLE FOURTEENTH.

The Members' Meeting is the supreme authority of the Company, and its
resolutions shall be binding for all members, including those who are absent or
in opposition. In all cases, the absent or opposing members shall have the
rights granted under Articles Thirty-Eight and Forty-Two, pursuant to Article
Eighty-Six of the General Law of Commercial Companies.

      The members shall have the right to participate in the Members' Meeting
either by personally attending or attending through a representative legally
accredited by a simple proxy letter signed by two witnesses.

ARTICLE FIFTEENTH.

The following provisions shall be reserved for resolution by the Members'
Meeting, applying the rules set forth for the specific issues in these bylaws:

                                        7
<PAGE>

(a)   To discuss, approve, amend or disapprove the financial statements prepared
      for each fiscal year in accordance with Article Twenty-Fourth of these
      bylaws, and adopt therefore, the measures deemed appropriate thereto;

(b)   To determine whether to declare or pay any dividend or other distribution
      by the Company of cash, assets or other property;

(c)   To name and remove the Board of Managers in accordance with Article
      Sixteenth of these bylaws, and if it so resolves, to name and remove the
      Executive Committee of the Board of Managers, with the powers and duties
      that the Members' Meeting approves;

(d)   To resolve on the division or redemption of any social parts under the
      provisions established in these bylaws;

(e)   To require from the members, as applicable, supplemental contributions and
      accessory payments other than as contemplated by any Annual Budget or
      Business Plan;

(f)   To issue warrants, rights, calls, options or other securities exchangeable
      or exercisable for or convertible into equity of the Company;

(g)   To consent to the assignment of any social part and to the admission of
      new Members, according to Article Eighth of these bylaws;

(h)   To amend these bylaws;

(i)   To decide on capital increases and reductions, and the sale of any equity
      interest in the Company, except as contemplated in each case by these
      bylaws or by any Annual Budget or Business Plan;

(j)   To decide on dissolution of the Company as permitted under Article
      Twenty-Seventh of these bylaws;

(k)   To appoint the Liquidators under Article Twenty-Eight of these bylaws;

(l)   To issue any bonds; and

(m)   To decide on transformation, merger or spin-offs of the Company.

ARTICLE SIXTEENTH.

With respect to the Members Meetings, the following rules shall be observed:

(a)   Except as established herein, Members' Meetings may be held at any time.

(b)   The members shall meet in Members' Meetings at least once each year within
      the first four months following the close of the corporate fiscal year.

                                        8
<PAGE>

(c)   All Members' Meetings shall be held at the domicile of the Company except
      due to force majeure or Act of God.

(d)   The convocations to Members' Meetings shall be issued by any of the
      Managers or pursuant to the provisions of Article Eighty-One and
      Eighty-Two of the General Law of Commercial Companies.

(e)   Notice of the Members' Meeting shall contain at least the date, time,
      place and agenda for the Members' Meeting and shall be signed by the
      Manager issuing the notice.

(f)   Except in the case established in paragraph (g) hereafter, the convocation
      to the Members' Meeting shall be done at least fifteen calendar days prior
      to the date of the Members' Meeting through personal delivery or by
      telefax or email, messenger delivery, or any other means that assures the
      receipt thereof at the last domicile or telefax number or email that said
      persons have reported in writing to the Board of Managers of the Company.
      It is understood that the members who have their domiciles abroad may send
      to the Board of Managers a second domicile or telefax number or email in
      the Mexican Republic to which a copy of the convocation shall be sent.

(g)   Any Members' Meeting may be held without need of prior convocation if
      members of all of the social parts with voting rights are present or
      represented at said Members' Meeting at the time of voting.

(h)   Except if there be express judicial order to the contrary, only those
      individual or corporate persons whose names are recorded in the special
      members book shall be recognized as holders of social parts in the
      Company, with the purpose of being able to attend any Members' Meeting,
      and said registration shall be sufficient for admission of said persons to
      the Members' Meeting.

(i)   The Chairman of the Board of Managers shall preside at the Members'
      Meeting. Likewise, the Secretary of the Board of Managers shall act as
      Secretary of all Member Meetings. In the absence of the Chairman or the
      Secretary, their place will be taken by any of the alternate Managers
      appointed by the same series that elected them. If there are none, their
      places shall be taken by the persons elected by simple majority of votes
      of the Members present at the Members' Meeting.

(j)   The person who presides at a Members' Meeting shall name one or more
      Inspectors of Election to whom the count of the social parts and of the
      proportion that each represents of the capital shall be entrusted, as well
      as the number of votes that each member is entitled to give.

(k)   In order that there be a quorum at a Members' Meeting, on the first call,
      social parts representing a majority of the issued and paid in capital
      with voting rights of the Company must be present or represented, but in
      any event, the holders of the Sub-Series A-1 social parts and the holders
      of the Sub-Series B-1 social parts must be present and represented in such
      majority. On a second or further call for the same meeting, there will be
      a quorum and the meeting will be declared legally installed if social
      parts representing a majority of the issued and paid in capital with
      voting rights of the Company are present or represented. No

                                        9
<PAGE>

      resolution on any issue described in Article Fifteenth of these bylaws
      shall be passed without the affirmative vote of all of the holders of the
      Sub Series A-1 social parts and the Sub-Series B-1 social parts.

(l)   Once it has been verified that the required quorum exists, the person who
      presides shall declare the Members' Meeting legally installed. Additional
      matters may be added to the agenda for a Members' Meeting only if approved
      by holders of one hundred percent of the fully subscribed and paid social
      parts with voting rights on that additional matter.

(m)   The members have the right to give one vote for each $100.00 (One hundred
      and 00/100 pesos, Mexican Currency) paid, represented by their social
      parts at any Members' Meeting or on any resolution of the Members for
      which a Members' Meeting is not required, provided that the Series
      corresponding to such social parts have voting rights for the matter to be
      voted.

(n)   Except as otherwise provided in these bylaws, resolutions of a Members'
      Meeting legally installed shall be valid when adopted by majority vote of
      the social parts with voting rights present or represented therein. Any
      resolution regarding the issues set forth in Article Fifteenth of these
      bylaws shall be valid only if adopted by the favorable vote of all of the
      members holding Sub-Series A-1 and Sub-Series B-1 social parts.

(o)   Any resolution with respect to any of the matters relating to Article
      Fifteenth of these bylaws, as well as any other resolution that correspond
      by law to the Members' Meeting adopted by the unanimous vote of the
      members with voting rights on the specific issue to be resolved outside a
      meeting, shall be valid and have the same force and effect as a resolution
      adopted at a Members' Meeting, subject to written confirmation by the
      members with voting rights on the specific issue to be resolved. The
      proponent of a resolution that would otherwise require a Members' Meeting
      may send in writing to each member the text of the proposed resolution for
      its approval. Said text shall be delivered to each member on the same
      terms set forth for convocations of Members' Meetings. The document in
      which written confirmation of each member is recorded must be sent to the
      Chairman or to the Secretary or the Pro-Secretary of the Board of Managers
      of the Company, so that any of them shall transcribe the respective
      resolutions in the corresponding minute book and shall certify that said
      resolutions were adopted pursuant to that set forth in this Article
      Sixteenth. If the Company does not receive the written vote of a member
      within thirty (30) calendar days following the date of delivery or sending
      of said text, it shall be deemed it has voted against the proposed
      resolution. All costs for sending the text and for the votes shall be for
      the account of the Company. In all cases, the provisions of the second
      paragraph of Article 82 of the General Law of Commercial Companies shall
      also be applied.

(p)   The minutes for each Members' Meeting and for each member resolution that
      does not require a Members' Meeting shall be prepared and transcribed
      properly in the Minute Book which shall be signed at least by the persons
      that acted as Chairman and Secretary of the Members' Meeting or by the
      Chairman, the Secretary or the Pro-Secretary of the Board of Managers in
      the case of a resolution of the members that does not require a Members'
      Meeting. If for any reason a Members' Meeting duly called was not held,
      this fact and the reason why it was not held shall be recorded in the
      Minute Book.

                                       10
<PAGE>

                                    CHAPTER V

                          ADMINISTRATION OF THE COMPANY

ARTICLE SEVENTEENTH.

(a)   Except for those matters expressly reserved by the law to the Members'
      Meeting, the administration of the Company shall be the responsibility of
      a Board of Managers who shall have the authority necessary to effect the
      actions to fulfill the corporate purpose.

(b)   The Board of Managers of the Company shall be composed of eleven (11)
      Managers, six (6) of whom shall be appointed by the holders of Sub-Series
      A-1 social parts; four (4) of whom shall be appointed by the holders of
      Sub-Series B-1 social parts; and one (1) of whom shall be appointed by the
      holders of Sub-Series A-1 and B-1 and who shall be an independent Board
      member pursuant to paragraph m) of this Article.

(c)   The holders of the Sub-Series A-1 shall elect one Manager to serve as
      Chairman and the holders of the Sub-Series B-1 shall elect one Manager to
      serve as Vice Chairman. Managers may or may not be members. The offices of
      the Managers shall have the names that the Members' Meeting determines.

(d)   Up to eleven (11) alternate Managers may be appointed, six (6) of whom may
      be appointed by the holders of Sub-Series A-1 social parts; four (4) of
      whom may be appointed by the holders of Sub-Series B-1 social parts; and
      one (1) of whom shall be appointed by the holders of Sub-Series A-1 and
      B-1 and who shall be an independent Board member pursuant to paragraph m)
      of this Article. The alternate Managers shall be entitled to substitute in
      the absence of any of the Managers appointed by the same Sub-Series that
      elected them.

(e)   Also, the Board of Managers shall elect among its members a Secretary and
      a Pro-Secretary. In any case the Secretary shall be appointed by the same
      Sub-Series of Managers that had elected the Vice-Chairman.

(f)   The appointment of the Pro-Secretary shall be from among the Managers that
      were elected by the same Sub-Series to which the Chairman belongs.

(g)   The absences of the Secretary in the Members' Meetings or in the Meetings
      of the Board of Managers shall be substituted by the Pro-Secretary, and
      only when he/she is also absent, by the person appointed by a Members'
      Meeting or the Board of Managers, as the case may be.

(h)   All Managers shall remain in office until their respective replacements
      have been elected and assumed office in accordance with the terms of these
      bylaws.

(i)   Any Manager may be removed from office at any time, with or without
      justified cause, by resolution at a Members' Meeting being necessary the
      affirmative vote of the holders of the Sub-Series of social parts that
      appointed such Manager.

                                       11
<PAGE>

(j)   Except by resolution adopted by the Members' Meeting under Article
      Fifteenth of these bylaws on the contrary, no Manager shall have the right
      to payment or remuneration by the Company, including fees for advice or
      any other reason based on his/her participation on the Board of Managers
      or performance of such Manager's duties.

(k)   The Chairman of the Board shall assure compliance with these bylaws, with
      the regulations of the Company, and with the proper execution of the
      resolutions adopted by the Members' Meeting or the Board of Managers. The
      Chairman shall not have the tie-breaking vote in the event of a deadlock.

(l)   The managers for special representation to which the Board of Managers
      agrees to grant powers-of-attorney under Article Twenty First, shall have
      the legal representation of the Board of Managers before any individual or
      corporate person, or before any kind of authority of any order or degree,
      whether municipal, state or federal, tax, judicial, civil, criminal,
      administrative, labor, or any other kind, in all disputes, arbitration,
      and suits in which the Company be party, and they shall have the powers
      set forth in Article Nineteenth of these bylaws. Consequently, the
      Chairman, the Secretary, the Pro-secretary and the other members of the
      Board of Managers are not authorized to represent the Board or the Company
      in any dispute, arbitration or suit in which the Company is a party.

(m)   The independent Managers of the Company shall be, those persons appointed
      under this Bylaws considering their professional experience, capacity and
      prestige, but who in no event shall be:

            I.    Employees or directors of the Company, including those persons
                  that were employees or executives during the immediate prior
                  year;

            II.   Members that are not employees or executives of the Company,
                  but who control its directors;

            III.  Shareholders or employees of companies or associations that
                  provide consulting services to the Company or other companies
                  belonging to the same economic group of the Company, whose
                  revenues represent ten percent or more of their total
                  revenues;

            IV.   Clients, suppliers, debtors, lenders, shareholders, board
                  members or employees of a company that is an important client,
                  supplier, debtor or lender of the Company. An important client
                  or supplier is when its sales to the Company represents more
                  than ten percent of the total sales of such client or
                  supplier, respectively. Also, a debtor or lender is considered
                  important when the total amount loaned represents more than
                  fifteen percent of the assets of the company or its
                  counterpart;

            V.    Employees of a non-for-profit organization, association or
                  civil code partnership that receives important donations from
                  the Company. Important donations are those representing more
                  than fifteen percent of the total amount of donations received
                  by such institution;

                                       12
<PAGE>

            VI.   Chief executive officers or top level executives of a company
                  in which the Chief Executive Officer or top level executives
                  of the Company participate in its board of directors; and

            VII.  Spouses or concubines, as well as relatives by consanguinity,
                  affinity or by law up to the first grade with respect to the
                  persons mentioned in subparagraphs III to VI above, or up to
                  the third grade with respect to the persons mentioned in
                  subparagraphs I and II above.

ARTICLE EIGHTEENTH.

The Board of Managers shall have the broadest powers to enter into all contracts
and to carry out all acts and operations that under the law or these bylaws are
not expressly reserved to the Members' Meeting, to administer and to direct the
business of the Company to fulfill the corporate purpose of the Company, and to
legally represent the Company before any person and judicial, criminal, civil,
labor or administrative authority, whether federal, state, or municipal, with
authority as broad as is available under law, including without limitation those
referred to in the following points, with the exception of the powers delegated
to the managers for special representation which are referred to in Article
Nineteenth of these bylaws:

(a)   To administer the corporate property and business, with a broad power of
      attorney for administration pursuant to Article Two Thousand Five Hundred
      and Fifty-Four (2554), second paragraph, of the Federal District Civil
      Code and its correlatives in the place where exercised;

(b)   To exercise acts of dominion with respect to the personal and real
      property of the Company or its real or personal rights, pursuant to the
      third paragraph of Article Two Thousand Five Hundred Fifty-Four (2554) of
      the Federal District Civil Code and its correlatives in the place where
      exercised;

(c)   To administer the business of the Company and its real and personal
      property with a general power of attorney for lawsuits and collections
      with all general powers and including the specific powers which pursuant
      to law require a specific clause or power of attorney, pursuant to the
      first paragraph of Articles Two Thousand Five Hundred Fifty-Four (2554)
      and Two Thousand Five Hundred Eighty-Seven (2587) of the current Federal
      District Civil Code and its correlatives in the other states of the
      Mexican Republic or abroad where it may be exercised, and therefore it
      shall represent the Company before any individual or corporate person, or
      before all kinds of authorities of any order and degree, whether they be
      municipal, state or federal, tax, judicial, civil, criminal,
      administrative, or any other kind, before all kinds of conciliation boards
      and conciliation and arbitration boards, whether federal or local, and the
      other labor authorities and before arbiters and arbitrators;

(d)   File criminal complaints, claims and accusations and grant the pardon to
      which Article Ninety-Three (93) of the Federal Criminal Code in effect and
      its correlatives in the place where it is exercised, to assist the Public
      Prosecutor as civil party, and to demand reparation of harm from a crime;

                                       13
<PAGE>

(e)   File and withdraw all claims, suits, objections, motions, petitions,
      appeals, ordinary or extraordinary, actions and proceedings whether civil,
      commercial, criminal, administrative, disputes and labor, including filing
      amparo [constitutional relief] suits and withdrawing them;

(f)   Assign goods, compromise, receive payments, file bids, overbid and raises
      in public sales, assume commitments in arbitration;

(g)   Draw, accept, endorse, grant and guarantee, or in any other way subscribe
      credit instruments pursuant to Article Ninth (9th) of the General Law of
      Credit Operations and Instruments;

(h)   Contract or grant loans, giving or receiving the corresponding guarantees;
      issue bonds/obligations with or without specific guaranty; accept, draw,
      endorse and guarantee all kinds of credit instruments, and give bonds or
      guarantees of any kind, with respect to the obligations contracted by the
      Company or the instruments issued or accepted by third persons;

(i)   Contribute personal and real property to other corporations and subscribe
      shares or take participation or corporate interests in other companies;

(j)   Name and remove managers, officers and attorneys-in-fact as may be
      necessary for proper attention to corporate matters, indicating to them
      their powers, duties and remuneration;

(k)   Grant and revoke such powers of attorney as are deemed suitable, with or
      without right to delegate, being able to grant therein the powers that
      these bylaws confer on the Board of Managers, as applicable conserving
      their exercise;

(l)   Decide on all matters that refer to the acquisition or sale by the Company
      of shares, bonds, or securities, to the participation of the Company in
      other companies or corporations, and to the acquisition, construction or
      sale of real estate;

(m)   Execute the resolutions of Members' Meetings, delegate its duties to any
      of the Managers, corporate officers, or attorneys-in-fact designated
      therefore, in order that they exercise them in the case or cases and in
      the terms and conditions that the Board indicates;

(n)   Determine disbursements;

(o)   Prepare the financial statements;

(p)   Call Members' Meetings; and

(q)   Generally, effect all acts and operations that may be necessary or
      convenient for the purpose of the Company, excepting those expressly
      reserved by the law or these bylaws to the Members' Meeting.

                                       14
<PAGE>

The Members' Meeting may limit or regulate said powers. No member of the Board
of Managers may exercise, jointly or severally, any of the powers of attorney
set forth in this Article Eighteenth except when expressly authorized by the
Board of Managers or the Members' Meeting. Managers and alternate Managers of
the Board shall not have the power to take or provide depositions on behalf of
the Board of Managers or the Company in a court of competent jurisdiction or
before any applicable regulatory authority.

ARTICLE NINETEENTH.

The legal representation of the Company and the legal representation of the
Board of Managers is conferred on the managers for special representation, in
order that they appear without distinction before any corporate or individual
person, or before any kind of authority of any order and degree, whether
municipal, state or federal, tax, judicial, civil, criminal, administrative,
labor or of any other kind, to defend the interests of the Company in all
disputes, arbitration, and suits in which the Company is a party. In exercise of
their duties, the managers for special representation shall have joint or
several exercise of the following powers:

(a)   A general power of attorney for lawsuits and collections which they may
      exercise jointly or severally with all general powers and including the
      specific powers which pursuant to law require a specific clause or power
      of attorney, pursuant to the first paragraph of Article Two Thousand Five
      Hundred Fifty-Four (2554) and Article Two Thousand Five Hundred Eighty
      Seven (2587) except the power set forth in its Section V, of the current
      Federal District Civil Code and its correlatives in the other states of
      the Mexican Republic or abroad where it may be exercised, and therefore
      they shall represent the Company before any individual or corporate
      person, or before all kinds of authorities of any order and degree,
      whether they be municipal, state or federal, tax, judicial, civil,
      criminal, administrative or any other kind, being able to file and
      withdraw from all kinds of suits, actions and procedures, whether civil,
      commercial, criminal, administrative dispute and labor, including filing
      amparo suits and withdrawing from them, give and respond to depositions,
      compromise, receive payments, file bids, overbid and raise in public
      sales, commit in arbitration, file and prosecute suits, motions, petitions
      and appeals, ordinary or extraordinary, object, file criminal claims,
      complaints and accusations and grant the pardon to which Article
      Ninety-Three (93) of the Federal Criminal Code and its correlatives in the
      places where it is exercised, to assist the Public Prosecutor as civil
      party, and to demand the reparation of harm from a crime, being authorized
      to sign as many public or private documents as appropriate for full
      performance of this power of attorney.

(b)   Administer the labor relations of the Company, and thus they may without
      distinction enter into, rescind, amend, and terminate individual and
      collective labor agreements, establish and change working conditions,
      issue internal work regulations, and generally, appear before private
      interests and all labor authorities, particularly before those described
      in Article Five Hundred Twenty-Three (523) of the Federal Labor Law, as
      well as before the National Workers' Housing Fund Institute (INFONAVIT),
      the Mexican Social Security Institute (IMSS), and the Workers' Consumption
      Development and Guaranty Fund (FONACOT), to carry-out all actions and
      procedures necessary for resolution of matters that may arise for the
      Company, in which they shall appear in the capacity of representatives
      pursuant to Article Eleven (11) of the Federal Labor Law, which provides:
      "The directors, administrators, managers, and other persons who exercise
      administrative

                                       15
<PAGE>

      direction functions in companies or establishments shall be deemed
      representatives of the employer and as such bind in its relations with the
      employees." In consequences in relation to those matters, they may
      exercise the aforesaid powers, that is, appear in the capacity of
      administrators and therefore as representatives of the Company pursuant to
      Articles Eleven (11), Six Hundred Ninety-Two (692), Section Second, Seven
      Hundred Eighty-Six (786) and Eight Hundred Seventy-Six (876) of the
      Federal Labor Law, as well as appear at conciliation hearings to which the
      Company may be summoned by the Conciliation and Conciliation and
      Arbitration Boards, with all general powers and the specific powers that
      pursuant to law require a specific clause or power of attorney.

(c)   To appear without distinction in representation of the Company at
      conciliation proceedings before the Federal Consumer Protection Agency and
      its regional offices in the Mexican Republic, being duly empowered
      therefore, being able to realize all kinds of actions and procedures in
      relation to the matters in which the Company has an interest, being
      empowered to subscribe any act or document that may correspond.

(d)   A general power of attorney for acts of administration pursuant to the
      second paragraph of Article Two Thousand Five Hundred and Fifty-Four
      (2554) of the Federal District Civil Code and its correlatives in the
      place where exercised, with all general powers and specific powers that
      pursuant to law require a specific clause or power of attorney, which they
      may exercise jointly or severally.

ARTICLE TWENTIETH.

(a)   The Board of Managers shall meet in the corporate domicile of the Company
      or such other place as the Board of Managers may determine at least once a
      year. The meetings may be summoned by the Chairman, the Vice-Chairman, the
      Secretary, the Pro-Secretary or any two members of the Board of Managers.

(b)   The meetings shall be called by certified mail, telefax with reply notice,
      email, messenger delivery or courier or any other means that assures the
      receipt thereof to the domicile, telefax number or email that the Managers
      have informed in writing for such purpose, at least ten (10) days before
      the date of the meeting and shall contain the agenda, the date, place and
      time of the meeting, and shall be signed by the person making such call.
      Managers having their domicile abroad may provide second domicile, telefax
      number or email in Mexico to which a copy of the convocation shall be
      sent.

(c)   When all the members of the Board of Managers are present and agree to the
      agenda, it shall not be necessary to comply with the formalities for a
      call referred to in the previous paragraph.

(d)   The meetings of the Board of Managers shall consider and adopt resolutions
      only in connection with the items on the agenda. Other issues may be
      included in the agenda of the first call at the petition of any Manager,
      provided such inclusion is unanimously approved by the Managers present,
      in second or more calls, the agenda of the first call may not be modified.

                                       16
<PAGE>

(e)   There shall be a quorum on any meeting of the Board of Managers assembled
      as a result of a first call, when the majority of the members are present,
      provided that at least among those present are two Managers appointed by
      the holders of Sub-Series A-1 social parts and two Managers appointed by
      holders of Sub-Series B-1 social parts. In second or more calls, there
      shall be a quorum and the session may be legally installed if the majority
      of the members of the Board of Managers are present.

(f)   Each Manager shall be entitled to one vote and the Chairman shall not have
      the tie-breaking vote in the event of a deadlock.

(g)   The resolutions of the Board of Managers shall be valid if adopted by the
      affirmative vote of at least the majority of the Managers present. In case
      of a deadlock in any of the issues mentioned in Article Twenty First the
      issue shall be resolved according to Article Thirty First of these bylaws.

(h)   However, the affirmative vote of at least two Managers appointed by the
      holders of Sub-Series A-1 social parts and two Managers appointed by the
      holders of Sub-Series B-1 social parts shall be required for the
      resolutions adopted by the Board of Managers to be valid regarding the
      issues referred to in Article Twenty-First be them of the Company or any
      of its subsidiaries.

(i)   Notwithstanding any provision in this Bylaws relating to the quorum and
      voting in the Board of Manager's meetings, the favorable vote of the
      independent Manager appointed by the members of the Sub-Series A-1 and B-1
      shall be necessary, in all resolutions which pursuant to applicable law or
      pursuant to the obligations of the Company with third parties, such
      favorable vote is required.

(j)   Any resolution adopted by the unanimous vote of the members of the Board
      of Managers shall be valid even if adopted outside a session of such
      Board, subject to the written confirmation of the Managers.

ARTICLE TWENTY-FIRST.

When the Board of Managers is convened to pass upon a resolution regarding any
of the following issues, for the resolutions to be valid the affirmative vote of
at least (i) two Managers named by the holders of Sub-Series A-1 social parts
and (ii) two Managers named by the holders of Sub-Series B-1 social parts shall
be required, whatever the number of call it is.

1.    Name and remove the Chief Executive Officer of the Company, giving him his
      powers, duties and compensation. The Chief Executive Officer shall be the
      highest-ranking officer and shall be in charge of the operations and daily
      administration of the Company and its subsidiaries. The Chief Executive
      Officer shall be responsible to the Board of Managers and the Members'
      Meeting for the preparation and adequate implementation of the Annual
      Budget and the Business Plan. The Chief Executive Officer shall be
      nominated at the proposal of the holder of the Sub-Series A-1 social part
      and appointed subject to the

                                       17
<PAGE>

      approval of the holder of Sub-Series B-1 social part. The holders of the
      Sub-Series A-1 social parts and the holders of the Sub-Series B-1 social
      parts may, by mutual agreement, require the removal of the Chief Executive
      Officer, and either the holders of the Sub-Series A-1 social parts or the
      holders of the Sub-Series B-1 social parts may, with reasonable cause,
      require the removal of the Chief Executive Officer of the Company, and the
      Board of Managers shall abide by and be bound by such decision;

2.    Name and remove the Executive Director of Finance and Administration of
      the Company ("Chief Financial Officer"), giving him his powers, duties and
      compensation. The Chief Financial Officer shall be the highest-ranking
      officer related to the financial operations of the Company and shall be
      directly responsible for the implementation of the Annual Budget, finance
      and treasury of the Company, as well as its subsidiaries. The Chief
      Financial Officer shall be responsible to the Board of Managers and the
      Members' Meeting for the preparation and adequate implementation of the
      Annual Budget and the Business Plan. The Chief Financial Officer shall be
      nominated at the proposal of the holders of the Sub-Series A-1 social
      parts and appointed subject to the approval of the holders of Sub-Series
      B-1 social parts. The holders of the Sub-Series A-1 social part and the
      holders of the Sub-Series B-1 social parts may, by mutual agreement,
      require the removal of the Chief Financial Officer, and either the holders
      of the Sub-Series A-1 social parts or the holders of the Sub-Series B-1
      social parts may, with reasonable cause, require the removal of the Chief
      Financial Officer of the Company, and the Board of Managers shall abide by
      and be bound by such decision;

3.    The selection of local distributors and the terms of the contracts with
      such distributors, or the approval of a general scheme of distribution,
      and any modifications thereof other than (i) matters provided for in any
      Annual Budget, and (ii) day to day operating decisions considered by the
      Board to be within the management responsibility of the Chief Executive
      Officer;

4.    The acceptance of pricing, composition of service packages, and other
      material terms relating to the distribution of any subscription
      programming services and channels through public telecommunications
      networks to provide restricted television services through satellites,
      other than (i) matters provided for in any Annual Budget, (ii) day to day
      operating decisions considered by the Board to be within the management
      responsibility of the Chief Executive Officer, and (iii) with respect to
      programming, in addition to the exceptions set forth in (1) and (ii)
      above, (a) with respect to the the acquisition of signals used for
      programming channels or special events not to exceed per event or in a
      year, more than U.S. $1,000,000.00 (One million 00/100 dollars, U.S.
      Currency), or its equivalent in Mexican currency; (b) as approved by the
      Programming Committee; or (c) as contemplated by any agreement entered
      into by the holders of the Sub-Series A-1 and Sub-Series B-1 social parts,
      in any other document;

5.    The entering into of any contract (i) having a term in excess of three
      years, or (ii) if the aggregate amount expected to be paid thereunder by
      the Company or any of its subsidiaries exceeds U.S. $1,000,000.00 (One
      million and 00/100 dollars U.S. Currency), or its equivalent in Mexican
      Currency, except for agreements (x) considered by the Board to be

                                       18
<PAGE>

      in the ordinary course of business, (y) provided for in any Annual budget
      or (z) with respect to programming approved by the Board of Managers or a
      committee thereof under this Article Twenty-First or contemplated by any
      agreement entered into by the holders of the Sub-Series A-1 and Sub-Series
      B-1 social parts;

6.    (i) The incurrence of any indebtedness for borrowed money by the Company
      or any of its subsidiaries, including without limitation, the issuance of
      guaranty in respect of indebtedness for borrowed money and the drawing,
      accepting, endorsing, granting, guaranteeing, or otherwise subscribing of
      credit instruments pursuant to Article Ninth (9th) of the General Law of
      Credit Obligations, (ii) the granting of loans by the Company or any of
      its subsidiaries, or (iii) the creation or allowance of any encumbrance on
      the assets of the Company or any of its subsidiaries, except for the
      incurrence of indebtedness, granting of loans or creation or allowance of
      any encumbrance which is (x) provided for in any Annual Budget, or (y) in
      an aggregate amount in a single transaction or series of related
      transactions not in excess of U.S. $1,000,000.00 (One million and 00/100
      dollars U.S. Currency), or its equivalent in Mexican Currency;

7.    The sale, in any manner whatsoever of assets of the Company or the
      Company's subsidiaries, other than (i) sales considered by the Board to be
      in the ordinary course of business, (ii) sales provided for in any Annual
      Budget, or (iii) sales of obsolete equipment or obsolete assets having an
      aggregate value not in excess of $1,000,000.00 (One million and 00/100
      dollars U.S. Currency), or its equivalent in Mexican Currency;

8.    The purchase, lease or other acquisition of any asset, in a single
      transaction or series of related transactions, resulting in the Company or
      its subsidiaries disbursing in the aggregate an amount in excess of
      US$1,000,000.00 (One million 00/100 dollars U.S. Currency), or its
      equivalent in Mexican Currency, except for acquisitions provided for in
      any Annual Budget.

9.    The acquisition of, investment in, or merger or joint venture with, any
      other corporation or entity which is not a wholly owned subsidiary of the
      Company, by the Company or any of its subsidiaries, except as provided for
      in any Annual Budget;

10.   The commencement or settlement by the Company or any of its subsidiaries
      of any suit, action or other proceeding, including any tax controversy, as
      well as the determination over any conciliation or settlement involving
      amounts in excess of U.S. $1,000,000.00 (One million and 00/100 dollars
      U.S. Currency), or its equivalent in Mexican Currency, other than those
      considered by the Board to be within the management responsibility of the
      Chief Executive Officer;

11.   The appointment or dismissal of the Company's or its subsidiaries'
      external auditors as well as the adoption or modification of any material
      accounting or tax principle or practice of the Company or any of its
      subsidiaries, other than any appointment, dismissal, adoption or
      modification which is a contemporaneous appointment, dismissal, adoption
      or modification made by the Parent Entity of the holder of the Sub-Series
      A-1 social parts;

                                       19
<PAGE>

12.   The making of any decision regarding the settlement or consent of a
      proposed tax audit adjustment of the Company or any of its subsidiaries
      involving amounts in excess of U.S. $100,000.00 (One hundred thousand and
      00/100 dollars U.S. Currency) or its equivalent in Mexican currency;

13.   The approval of the location of the principal office of the Company
      and each of its subsidiaries;

14.   The entering into agreements or transactions between the Company or
      any of its subsidiaries, and any of the members of the Company, or any of
      the member's respective affiliates, except for (i) agreements or
      transactions provided for in any Annual Budget; (ii) agreements and
      transactions in which the amount to be paid shall not exceed on an annual
      basis U.S. $50,000.00 (Fifty thousand and 00/100 dollars U.S. Currency) or
      its equivalent in Mexican currency; and (iii) with respect to programming,
      except as approved by the Board of Managers or the executive committee
      thereof under this Article Twenty-First or as contemplated by any
      agreement entered into by the holders of the Sub-Series A-1 and Sub-Series
      B-1 social parts;

15.   The approval of any decision upon any of the issues of Article
      Fifteenth of these bylaws regarding any of the Company's subsidiaries;

16.   The approval of the Business Plan and any material amendment thereto
      ("Business Plan" means the initial business plan and projections of the
      Company heretofore approved by each of the Members, and all amendments
      thereto which have been approved in accordance with Article Twenty-First
      of these bylaws);

17.   The approval of the Annual Budget and any amendment thereto ("Annual
      Budget" means the initial annual budget for the Company which is contained
      in the Business Plan and each subsequent annual budget approved in
      accordance with Article Twenty-First of these bylaws or as contemplated by
      any agreement entered into by the holders of the Sub-Series A-1 and
      Sub-Series B-1 social parts);

18.   The approval of any material waiver or amendment of any
      provision of any agreement requiring approval of the Board under Article
      Twenty-First of these bylaws;

19.   The incorporation, formation, acquisition or organization by the
      Company or any of its subsidiaries of a subsidiary or any operating
      venture;

20.   The filing by the Company or any of its subsidiaries of a voluntary
      petition of bankruptcy or reorganization; and

                                       20
<PAGE>

21.   The entering into of any written or oral consulting agreement (or series
      of related consulting agreements) which (i) is not entered into with a
      third party on an arms' length basis, (ii) has a term of more than two
      years or (iii) provides for (or, pursuant to its terms could reasonably be
      expected to result in) payments by the Company or its subsidiaries of any
      aggregate amount in excess of $500,000.00 (Five Hundred Thousand and
      00/100 dollars U.S. Currency), or its equivalent in Mexican Currency.

ARTICLE TWENTY-SECOND.

The Executive Committee of the Board of Managers referred to in Article
Fifteenth of these bylaws shall approve the resolutions it considers appropriate
in the time elapsed between Board of Managers Meetings.

(a)   The powers of the Executive Committee of the Board of Managers shall be
      the same that Article Eighteenth of these bylaws grants to the Board of
      Managers, exception made of section p) of said Article, that is, it may
      not call Members' Meetings.

(b)   For the operation, quorum, voting and approval of resolutions by the
      Executive Committee Articles Seventeenth, Eighteenth, Twentieth and
      Twenty-First of these bylaws shall apply, except that the Executive
      Committee shall have four members and up to four alternate members
      appointed by the holders of Sub-Series A-1 social parts and three members
      and up to three alternate members appointed by the holders of Sub-Series
      B-1 social parts.

                                   CHAPTER VI

                 FISCAL YEAR, FINANCIAL INFORMATION AND RESERVES

ARTICLE TWENTY-THIRD.

Fiscal years of the Company shall run from the first of January to the
thirty-first of December of each year, except for the first fiscal year, which
shall run from the date of incorporation to the thirty-first of December of such
year.

ARTICLE TWENTY-FOURTH.

Within three months following the close of each fiscal year, a report shall be
prepared by the Board of Managers which shall contain at least the financial
information set forth below, certified by an independent external auditing firm
of international standing appointed in accordance with Article Twenty-First of
these bylaws, applying the Mexican generally accepted accounting principles,
with an addendum reconciling these figures to United States generally accepted
accounting principles and information to reconcile these figures to Australian
generally accepted accounting principles;

(a)   A statement that shows the financial position of the Company at the
      closing date of said fiscal year;

(b)   A statement that shows the profits and losses obtained by the Company
      during the fiscal year, duly explained and categorized;

(c)   A statement that shows any changes that have occurred in the financial
      position during the fiscal year;

                                       21
<PAGE>

(d)   A statement that shows any changes in the entries that compose the
      corporate assets that may have occurred during said fiscal year; and

(e)   All notes necessary to complete and clarify the information contained in
      the preceding subparagraphs.

                                   CHAPTER VII

                               PROFITS AND LOSSES

ARTICLE TWENTY-FIFTH.

The founding Members shall not have any special participation in the profits.

The net earnings for each fiscal year shall be distributed as follows:

(a)   five percent to establish, and if necessary, reconstitute the legal
      reserve fund until it equals at least twenty percent of the capital;

(b)   if so determined by the Members' Meeting, such capital reserves as deemed
      appropriate may be created or increased; and

(c)   the remaining earnings, if any, shall be distributed as determined by the
      Members' Meeting.

ARTICLE TWENTY-SIXTH.

Losses, if any, shall be provided for first by capital reserves and in the
absence thereof in the form that the Members' Meeting deems appropriate

                                  CHAPTER VIII

                   DISSOLUTION AND LIQUIDATION OF THE COMPANY

ARTICLE TWENTY-SEVENTH.

The Company shall be dissolved upon the occurrence of any of the following
events:

(a)   If the Company's term of corporate existence, referred to in Article Third
      of these bylaws, expires and it is not extended;

(b)   If the Company cannot continue to fulfill its corporate purpose;

(c)   By resolution taken at a Members' Meeting; and

(d)   The loss of two-thirds of the Company's corporate capital, unless
      increased to off-set such required amount, provided, however, that the
      dissolution may only occur if a Members Meeting or a competent court, by
      final resolution, orders the dissolution of the Company,

                                       22
<PAGE>

      and, provided further, that no person may request the dissolution of the
      Company unless such person is an interested party. The following persons
      and entities shall be deemed as interested parties: (i) members of the
      Company, (ii) creditors of the Company whose debts have defaulted and
      (iii) creditors who can evidence that the Company will not be able to
      satisfy its debts as they become due.

ARTICLE TWENTY-EIGHTH.

Once the Company has been dissolved, it shall be placed in liquidation. The
Members' Meeting shall appoint two liquidators - one appointed by the holders of
Sub-Series A-1 social parts and one appointed by the holders of Sub-Series B-1
social parts. The Members' Meeting may appoint alternate liquidators if it so
deems proper. Said liquidators shall have the powers that the authorities or the
law grant to them or as determined by the Members' Meeting that appoints them.

ARTICLE TWENTY-NINTH.

The liquidators shall effect the liquidation in accordance with the terms and
conditions determined by the Members' Meeting that appoints them. In the absence
of express instructions from the Members' Meeting, the liquidators shall proceed
to:

(a)   Conclude any business in the form they consider most suitable;

(b)   Cover all credits and pay all debts, selling any property of the Company
      that they consider necessary for this purpose;

(c)   Prepare the general balance sheet for liquidation; and

(d)   Once the general balance sheet for liquidation is approved, any liquid
      assets shall be distributed among all of the members in proportion to
      their respective participation in the capital.

ARTICLE THIRTIETH.

Any Members' Meeting held during the liquidation shall be governed by the
provisions of these bylaws and the liquidators shall have the duties equivalent
to the Managers during the ordinary existence of the Company.

ARTICLE THIRTY-FIRST.

When the Members' Meeting is unable to decide any matter to be decided by the
Members' Meeting pursuant to Article Fifteenth of these bylaws or the Board of
Managers is unable to decide any matter to be decided by the Board of Managers
pursuant to Article Twenty-First of these bylaws, the following provisions shall
apply:

(a)   When the disagreement is sustained at two consecutive meetings of the
      members or of the Board of Managers at which votes are taken on the same
      decision, the members or the Managers, as the case may be, shall consult
      in good faith on a regular basis with respect to such disagreement for a
      period of 60 days, and if the disagreement remains unresolved at the end
      of such 60 day period, the Chairmen of the Parent Entities (as defined
      below) of the members holding Sub-Series A-1 and Sub-Series B-1 social
      parts shall consult with each other in good faith on a regular basis with
      respect to such disagreement including at least one personal meeting,
      during the 120-day period following the 60-day period.

                                       23
<PAGE>

(b)   During the pendency of any such disagreement, (i) the Chief Executive
      Officer shall continue to have authority to manage the day-to-day
      operations of the Company and its subsidiaries in a manner as to permit
      the Company and its subsidiaries to continue to meet their obligations and
      carry on their businesses, and (ii) if such a dispute results in the
      failure to adopt a proposed Annual Budget or Business Plan before the
      beginning of the fiscal year to which such business plan relates, the
      portion of the then most recently approved Annual Budget or Business Plan
      that relates to the same subject matter as to which such dispute relates,
      shall apply provided that (i) each line item thereof denominated in
      Mexican pesos shall be adjusted to reflect the rate of inflation in Mexico
      during the immediately preceding Fiscal Year, and (ii) each line item
      thereof denominated in U.S. dollars shall be adjusted to reflect the
      difference between the then current dollar/peso exchange rate and the
      dollar/peso exchange rate used to prepare the prior Fiscal Year's Annual
      Budget, and otherwise the provisions of the proposed Annual Budget or
      Business Plan as to which there is no dispute shall apply.

(c)   "Parent Entity" means (i) with respect to the holder of the Sub-Series A-1
      social part, Grupo Televisa, S.A., a Mexican corporation, (ii) with
      respect to the holder of the Sub-Series B-1 social part, The News
      Corporation Limited, an Australian corporation (iii) with respect to the
      holder of Sub-Series B-2 social part, Liberty Media International, Inc., a
      Delaware, United States of America corporation, and (iv) with respect to
      any person admitted as a member of the Company after the date hereof,
      either such person or any controlling affiliate of such person, as may be
      determined by the remaining members, at the time such person is admitted
      as a member of the Company.

ARTICLE THIRTY-SECOND.

For all matters not expressly provided in these bylaws, the provisions of the
General Law of Commercial Companies, the Commercial Code, and the Federal
District Civil Code shall be applied.

                                       24