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                                                                       Exhibit 1







                     BY-LAWS OF GRUPO IUSACELL, S.A. DE C.V.


                                    CHAPTER I
                         CORPORATE NAME, PURPOSE, TERM,
                            DOMICILE AND NATIONALITY


        ARTICLE ONE.- The name of the Company is "GRUPO IUSACELL". This name
shall always be followed by the words "Sociedad Anonima de Capital Variable", or
their abbreviation, "S.A. de C.V.".


        ARTICLE TWO.- The corporate purpose of the Company is:


         1.- The industrial and commercial promotion and development of
companies, both domestic and foreign;


         2.- To promote, incorporate, establish, organize, develop, exploit,
manage and represent all kinds of mercantile companies or partnerships and other
associations, including to acquire or subscribe for shares and interest of such
companies, as well as to acquire their own shares upon the terms of the
Securities Market Law;


         3.- The acquisition, negotiation, custody and disposal of any
instruments, shares, bonuses, debentures and, in general, credit instruments,
securities and corporate interest of mercantile companies, partnerships or other
associations, both domestic and foreign;


         4.- To obtain and/or grant loans for the companies in which capital
stock it participates, directly or indirectly, and guarantee them by means of
bonds, avals, mortgages, pledges, joint and several obligations, trusts or any
other guarantees, and guarantee third party obligations;


         5.- To obtain, by any legal means, all kinds of loans, credits and
financings, including as an example but not as a limitation, through the
issuance of bonds, mortgage certificates, mortgage or unsecured obligations and
commercial paper with the participation of the institutions or authorities
provided for by the applicable laws, as well as to grant, by any legal means,
all kinds of loans, credits, financings and all other necessary funds, with or
without specific guarantee, to companies or associations where it holds shares
or has an interest, whether directly or indirectly;


         6.- To issue, draw, endorse, accept, aval, discount, subscribe for,
acquire, assign, dispose of and, in general, negotiate with all kinds of credit
instruments and personal property, including, as an example but not as a
limitation, shares, debentures, interests or participations in other companies
or business;


         7.- To obtain, acquire, register, negotiate and grant the use and
enjoyment of all kinds of patents, trademarks and trade names, franchises,
inventions, processes, options and copyrights; and to produce and use works
susceptible of protection by copyright and related rights, as well as to acquire
the ownership of rights thereon and to perform all legal acts with respect
thereto, both in Mexico and abroad;


         8.- To render all kinds of technical, administrative, supervision,
organization, marketing, investigation, development, engineering, human
resources, legal and public relations services or advice and, in general, to
render


                                      E-2
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                                                                       Exhibit 1


any kind of services connected with the industrial, commercial or service
activities of firms, companies and associations, whether Mexican or foreign and
to receive such services;


         9.- To acquire, own, import, export, dispose of, build, lease,
purchase, sell, encumber, mortgage, negotiate, take and grant the use and
enjoyment under any title permitted by the Law, of real and personal property,
as well as any real and personal rights thereon, which are necessary or
convenient to attain its corporate purpose or for the business of the mercantile
companies or partnerships where the Company has an interest or participation,
whether directly or indirectly;


        10.- To perform all kinds of acts and to execute all kinds of
agreements, arrangements and operations, whether civil or mercantile, and to
perform all acts necessary for the attainment of its corporate purpose; and


        11.- To carry out and perform all other mercantile acts which may be
legally performed, under the terms of the Law, by a Mexican mercantile company.


        ARTICLE THREE.- The term of existence of the Company is indefinite.


        ARTICLE FOUR.- The corporate domicile of the Company is Mexico City,
Federal District, but the Company may establish branches, agencies or offices
and designate contractual domiciles anywhere in the Mexican Republic or abroad,
without its corporate domicile being understood as changed.


        ARTICLE FIVE.- The Company is Mexican and it shall be governed by the
applicable laws of the United Mexican States. Current or future foreign
shareholders of the Company hereby agree before the Ministry of Foreign Affairs
to consider themselves as Mexican with respect to the shares of the Company they
acquire or hold, and not to invoke, therefore, the protection of their
government regarding such shares, under the penalty, if they fail to honor their
commitment, of forfeiting such shares to the benefit of the Mexican nation.


                                   CHAPTER II
                            CAPITAL STOCK AND SHARES


        ARTICLE SIX.- The capital stock is variable and it shall be represented
by ordinary registered shares without par value.


        The fixed capital stock without withdrawal right is the amount of
$5,004,042,468.08 (five billion four million forty two thousand four hundred and
sixty-eight pesos 08/100 Mexican Currency) divided into 1,427,242,185 (one
billion four hundred twenty seven million two hundred forty two thousand one
hundred and eighty-five) fully subscribed for and paid shares, from which
736,830,745 (seven hundred thirty six million eight hundred thirty thousand
seven hundred and forty-five) shares correspond to Series "A" and 690,411,440
(six hundred ninety million four hundred eleven thousand four hundred and forty)
shares correspond to Series "V". The variable portion of the capital stock may
not exceed ten times the fixed capital stock.


        The shares of capital stock are divided into the following Series:


        1.- Series "A", comprised by shares representing at least 50% (fifty
percent) plus one of the outstanding shares of the capital stock and which may
be acquired by Mexican and foreign investors; and


        2.- Series "V", comprised by shares not exceeding 50% (fifty percent)
less one of the outstanding shares of the capital stock and which may be
acquired by Mexican and foreign investors.


                                      E-3
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                                                                       Exhibit 1



        The General Shareholders Meeting resolving on any increase in the
capital stock shall fix the characteristics of the shares to be issued to that
effect.


        The companies in which the Company holds a majority of shares or
interest, may not, directly or indirectly, invest in shares of this Company or
of any other company which is a majority shareholder of this Company or which,
without being so, they know that it is a shareholder thereof.


        ARTICLE SEVEN.- Shares are indivisible and, except for the limitations
and rights provided in these By-laws, they shall grant their holders the same
rights and obligations. Each share shall be entitled to one vote at the
Shareholders Meetings.


        Outstanding shares are entitled to participate equally in the payment of
dividends or other allotment, including that made as a consequence of the
liquidation of the Company.


        Provisional and definitive share certificates may cover one or more
shares and shall be signed by two regular members of the Board of Directors,
whose signatures may be printed in facsimile upon the terms of the provisions of
section VIII of Article 125 (one hundred and twenty-five) of the General Law of
Mercantile Companies. Such provisional or definitive share certificates must
comply with all the requirements set forth by such law. In case of definitive
share certificates, they must have adhered thereto the numbered registered
coupons resolved by the Board of Directors to cover the payment of dividends;
likewise, they shall include the provision referred to in Article Five of these
By-laws.


        In the event of the loss, destruction or theft of the share
certificates, the holder thereof may request their replacement subject to the
provisions of the General Law of Credit Instruments and Operations. Any expenses
accrued therefrom shall be borne by the requesting party.


        ARTICLE EIGHT.- For purposes of Article 128 (one hundred and
twenty-eight) of the General Law of Mercantile Companies, the Company shall keep
a share registry book in which all subscription, acquisition or transfer
operations of the shares of the capital stock shall be registered with the
expression of the previous subscriber, acquiror or owner and of the new
shareholder thereof.


        By resolution of the General Extraordinary Shareholders Meeting, the
Company may acquire the shares representing its capital stock for their
redemption against distributable profits. The acquisition shall be made pursuant
to the provisions of Article 136 (one hundred and thirty-six) of the General Law
of Mercantile Companies and upon the terms and conditions set forth by the
Meeting so resolving.


        The certificates of redeemed shares shall be cancelled. Once the total
number of redeemed shares is known, the Board may evidence, in the text of
Article Six of these By-laws, the new number of shares into which the fixed
portion of the capital stock without withdrawal right shall be divided by means
of a public instrument to be notarized and filed with the Public Registry of
Commerce, together with the minutes of the Meeting which resolved the
redemption, without a new resolution of the Meeting being necessary.


        The Company may acquire the shares representing its capital stock
through the stock exchange where they are listed, under the terms of the
provisions of section I of Article 14 Bis of the Securities Market Law and the
general provisions issued to that effect by the National Banking and Securities
Commission, at their current market price, without the prohibition set forth in
the first paragraph of Article 134 (one hundred and thirty-four) of the General
Law of Mercantile Companies being applicable, as long as the purchase is made
out of the capital stock and, as the case may be, out of a reserve from the net
profits which shall be named "Reserve for Acquisition of Own Shares".


                                      E-4
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                                                                       Exhibit 1


        It is a power of the Board of Directors to resolve on the temporary
acquisition of shares of the Company, as well as the later placement thereof
among public investors.


        The General Ordinary Shareholders Meeting shall determine the amount of
the capital stock which may be earmarked for the purchase of the own shares of
the Company and the amount of the corresponding reserve which is created by the
Meeting itself, with the only limitation that the sum of the funds to be used
for that purpose may not exceed the total balance of the net profits of the
Company.


        The purchase of the own shares by the Company shall be made charging the
account of capital stock in an amount equal to the theoretical value of the
acquired shares. Such value shall be determined by dividing the amount of the
capital stock paid by the number of shares issued by the Company. The surplus
shall be charged to the Reserve for Acquisition of Own Shares. In the event that
the purchase price of the shares is less than their theoretical value,
determined as set forth above, the capital stock account shall only be charged
in the amount equivalent to the theoretical value of the acquired shares.


        As a consequence of the purchase of its shares, the Company shall
decrease its capital stock on the same date of acquisition and, as the case may
be, it shall concurrently charge the Reserve for Acquisition of Own Shares.


        Shares acquired by the Company shall be converted into treasury shares
and may be placed among public investors and, in such case, the capital stock
shall be increased by the amount equivalent to the theoretical value of the
shares multiplied by the total number of treasury shares placed among public
investors, and the surplus of the proceeds of the placement, if any, shall be
used to replenish the Reserve for Acquisition of Own Shares. Profits accrued by
the difference between the proceeds of the placement and the acquisition price,
as the case may be, shall be recorded in the account named "Premium for the
Subscription of Shares".


        Decreases and increases in the capital stock derived from the purchase
and placement of shares referred to in this Article, shall not require a
resolution of the Shareholders Meeting nor a resolution of the Board of
Directors, but in connection with such decreases and increases affecting the
minimum fixed capital stock and the decreases in such minimum fixed capital
stock derived from the exercise of the withdrawal right, the Board may, as it
deems convenient, evidence in the text of Article Six of these By-laws, the new
number of shares into which the fixed portion shall be divided without
withdrawal right of the capital stock, by means of minutes which shall be
notarized and filed in the Public Registry of Commerce.


        In no case the operations carried out by the Company due to temporary
acquisitions of its own shares may give rise to the maximum authorized
percentage of Series "V" shares set forth in Article Six of these By-laws to be
exceeded.


        The purchase and placement of shares provided in this Article, the
reports which must be filed with the General Ordinary Shareholders Meeting
thereon, the disclosing standards on the financial information, as well as the
form and terms on which such transactions are made known to the National Banking
and Securities Commission, to the Mexican Stock Exchange and public investors,
shall be subject to the general provisions issued by the National Banking and
Securities Commission.


        ARTICLE NINE.- The fixed minimum portion of the capital stock of the
Company may only be increased by resolution of the General Extraordinary
Shareholders Meeting.


        Any increases in the variable portion of the capital stock mentioned in
Article Twenty-Eighth, paragraph (ii) of these By-laws, may only be carried out
by resolution of the General Extraordinary Shareholders Meeting. Any other
increase in the variable portion of the capital stock may only be carried out by
resolution of the General Ordinary Shareholders Meeting.


                                      E-5

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                                                                       Exhibit 1


        Any increases in the capital stock derived from the placement of shares
referred to in section I of Article 14 Bis of the Securities Market Law shall
not require the resolution of the Meeting or the Board of Directors.


        No increase may be resolved until all shares previously issued are fully
paid.


        When passing a resolution on a capital stock increase, the corresponding
General Shareholders Meeting or any further General Shareholders Meeting shall
fix the terms and basis on which such increase must be carried out.


        Any increases in the capital stock may be made by capitalization of net
worth accounts pursuant to Article 116 (one hundred and sixteen) of the General
Law of Mercantile Companies or by contributions in cash or in kind.


        In the increases in the capital stock due to capitalization of the net
worth accounts, all shareholders shall be entitled to the proportion
corresponding to them from such accounts according to their respective
shareholdings.


        Except in the case that the General Shareholders Meeting otherwise
resolves, in any increases in the capital stock, Series "A" and Series "V"
shares shall be issued in proportion to those issued by each Series according to
Article Six of these By-laws.


        In any increases in the capital stock, the shareholders of the Company
shall have a preferential right to subscribe the new shares issued in proportion
to the number of shares they hold at the time of the increase.


        Shareholders must exercise their preferential right within the term and
under the conditions fixed for such purpose by the Meeting resolving the
increase in the capital stock, provided that such term may not be shorter that
15 (fifteen) days or longer than 30 (thirty) days and that the same shall be
computed as from the date of publication of the corresponding notice in the
Official Gazette of the Federation or as from the date of holding the
corresponding Meeting, in the event that all the shares into which the capital
stock is divided shall have been represented thereat.


        If after the expiration of the term during which the shareholders must
exercise their preferential right, there are still some shares without
subscription, these may be kept in the treasury of the Company for their
subsequent placement in the manner and on the terms which the General
Shareholders Meeting or, by delegation thereof, the Board of Directors (even
through the Executive Committee) may determine, but always on terms not more
favorable than those on which they shall have been offered to the shareholders
of the Company.


        All increases in the capital stock must be registered in the Book of
Variations in the Capital Stock kept by the Company for such purpose.


        ARTICLE TEN.- The fixed minimum portion of the capital stock of the
Company may only be decreased by resolution of the General Extraordinary
Shareholders Meeting.


        Any decreases in the variable portion of the capital stock may be
carried out by resolution of the General Ordinary Shareholders Meeting.


        Decreases derived from the exercise of the withdrawal right and from the
purchase of shares made pursuant to section I of Article 14 Bis of the
Securities Market Law shall not require a resolution of the Meeting.


        Decreases in the capital stock may be made to absorb losses, make
reimbursements to the shareholders or release them from payments not made, as
well as according to the provisions of Article 14 Bis of the Securities Market
Law and other provisions on the subject.


                                      E-6

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                                                                       Exhibit 1


        Any decrease in the capital stock due to losses or reimbursements, in
the last case except in the event a reimbursement due to withdrawal, shall be
made proportionally with respect to all outstanding shares.


        The procedure for the exercise of the withdrawal right, in addition to
abiding by the provisions of Articles 220 (two hundred and twenty) and 221 (two
hundred and twenty-one) of the General Law of Mercantile Companies, is subject
to the fact that the corresponding reimbursement is made at the lowest value
between the following: 95% (ninety-five percent) of the quotation value in the
Stock Exchange resulting from the price average at the closing of the operations
which shall have been made during the 30 (thirty) days in which the shares of
the Company shall have been listed in the Mexican Stock Exchange prior to the
date on which the withdrawal must be effective, or the book value of the shares
according to the financial position statement corresponding to the closing of
the fiscal year on which the separation must be effective, previously approved
by the General Ordinary Shareholders Meeting. The reimbursement shall be
repayable to the Company as from the date following the holding of the General
Ordinary Shareholders Meeting which approved the financial position statement
corresponding to the year in which the withdrawal must become effective.


        All decreases in the capital stock shall be registered in the Book of
Variations in the Capital Stock kept by the Company for such effect.


                                   CHAPTER III
                                 ADMINISTRATION


        ARTICLE ELEVEN.- The administration of the Company shall be vested in a
Board of Directors comprised by 12 (twelve) regular members and their
corresponding alternates designated by the General Ordinary Shareholders Meeting
based on the resolutions of the respective Special Meetings. Unless the General
Ordinary Shareholders Meeting otherwise resolves, based on the resolutions of
the corresponding Special Meeting or Meetings, alternate Directors may only
substitute their corresponding regular directors.


        Directors shall hold office during one year and may be reelected, but in
all cases they shall perform their duties until the persons designated to
substitute them take office.


        From the Directors, 7 (seven) with their corresponding alternates shall
be designated by Series "A" shareholders at a Special Meeting and shall be known
as Series "A" Directors; and 5 (five) with their corresponding alternates shall
be designated by Series "V" shareholders at a Special Meeting and shall be known
as the Series "V" Directors. As the case may be, Series "A" and Series "V"
Directors shall be removed and/or substituted by the General Ordinary
Shareholders Meeting, based on the resolutions of the corresponding Special
Meeting or Meetings.


        Any shareholder or group of shareholders holding shares of one same
Series representing at least 10% (ten percent) of the total capital stock of the
Company, shall be entitled to designate and, as the case may be, remove or
substitute a regular Director of such Series and, as the case may be, his
corresponding alternate, for each 10% (ten percent) of the capital stock
represented by the shares of such Series they hold. Such designation or, as the
case may be, substitution shall remain in force as long as the applicable
shareholder or group of shareholders keeps the percentage required by this
paragraph. The General Ordinary Shareholders Meeting may remove or substitute
any Directors and alternate designated by a shareholder or group of shareholders
pursuant to this paragraph, at any time on which such shareholder or group of
shareholders stops being the owner of the percentage required by this paragraph
to make such designation, without being necessary to remove or substitute other
Directors.


        The Directors elected by minorities shall not be additional to those
mentioned in the first paragraph of this Article Eleven.


                                      E-7

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                                                                       Exhibit 1


        Directors shall not be required to guarantee the performance of their
duties, except when the General Ordinary Shareholders Meeting otherwise
resolves.


        ARTICLE TWELVE.- The person designated by the majority vote of Series
"A" Directors or, as the case may be, the person designated by the General
Ordinary Shareholders Meeting based on the resolutions of the Special Meeting of
Series "A" shareholders shall act as Chairman of the Board of Directors. In the
absence of the Chairman and his corresponding alternate, the Director appointed
by the majority vote of Series "A" Directors shall act as such.


        The Board of Directors or, as the case may be, the General Ordinary
Shareholders Meeting, may also designate (i) the Secretary of the Board of
Directors and one or more alternates, who shall not need to be Directors and
(ii) the persons who shall hold the other offices set forth for the better
performance of the duties of the Board.


        The copies or evidence of the minutes of the Board of Directors meetings
and of the Shareholders Meetings, as well as the entries included in the
non-accounting corporate books and records shall be authorized by the Secretary
or by any Alternate Secretary.


        The Chairman, the Secretary and the Alternate Secretary or Secretaries
are authorized to obtain the notarization of the minutes of the Board of
Directors Meetings or of the Shareholders Meetings, to grant and ratify the
powers-of-attorney conferred by the Shareholders Meeting or the Board within
their corresponding area of authority and, as the case may be, to obtain their
filing with the Public Registry of Commerce, as well as to perform all other
acts necessary or convenient for the formalization of such minutes and for the
passed resolutions evidenced therein to become fully effective.


        ARTICLE THIRTEEN.- The Board of Directors shall have the legal
representation of the Company, upon the terms of this Article Thirteen and the
other applicable provisions of these By-laws.


        I.- Powers-of-attorney and authorities of the Board of Directors.-
Except in connection with the matters exclusively reserved by the law or these
By-laws to the Shareholders Meeting, the Board of Directors shall have the
following powers-of-attorney:


        1.- General power-of-attorney for lawsuits and collections, for acts of
administration, including labor administration, and for acts of ownership, with
all the general and special authorities requiring a special clause according to
the law, upon the terms of Articles two thousand five hundred and fifty-four,
paragraphs first, second and third, and two thousand five hundred and
eighty-seven of the Federal Civil Code and the correlative provisions of the
Civil Codes for each one of the federal entities of the Mexican Republic, as
well as for the effects of Articles eleven, forty-six, forty-seven, one hundred
and thirty-four, section three, five hundred and twenty-three, six hundred and
ninety-two, sections one, two and three, six hundred and eighty-seven, eight
hundred and seventy-six, eight hundred and seventy-eight, eight hundred and
eighty-three and eight hundred and eighty-four of the Federal Labor Law.
Therefore, it shall represent the Company before all kinds of administrative and
judicial authorities, whether federal, state and municipal, before all kinds of
boards of conciliation and of conciliation and arbitration and other labor
authorities and before arbiters and arbitrators. The foregoing
powers-of-attorney include, as an example but not as a limitation, authorities
to file all kinds of lawsuits and remedies, even "amparo" proceedings, and
withdraw therefrom; to settle, submit to arbitrators, file and answer
interrogatories, assign goods, challenge judges and receive payments; to
discuss, execute and review bargaining agreements; to represent the Company
before labor authorities in labor matters where the Company is a party or
interested third party, both at the initial hearing and at any of the steps of
the procedure of the labor law; to file criminal claims and complaints, grant
judicial pardons and assist the Public Prosecutor.


        2.- To subscribe for and in any form negotiate credit instruments, upon
the terms of Article nine of the General Law of Credit Instruments and
Operations.


                                      E-8

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                                                                       Exhibit 1


        3.- To open and cancel banking accounts in the name of the Company, as
well as to make deposits and draw against them, and designate the persons to
draw against them.


        4.- To appoint and remove the attorneys-in-fact, officers, agents and
employees of the Company and, in the case provided for in section I of Article
Eighteen of these By-laws, to decide whom of the officers listed therein shall
be designated by the corresponding shareholder or shareholders; as well as to
determine the attributions, guarantees and compensations corresponding to the
attorneys-in-fact, officers, agents and employees of the Company.


        5.- To call General Ordinary and Extraordinary Shareholders Meetings, as
well as Special Shareholders Meetings and to carry out their resolutions.


        6.- To grant general or special powers-of-attorney, always reserving the
exercise thereof, as well as to revoke general or special powers-of-attorney.


        7.- Subject to the provisions of section II of Article Eighteen of these
By-laws, to determine the sense in which the votes corresponding to the shares
or other interest owned by the Company shall be cast at general and special
shareholders meetings of the companies in which this Company holds any shares or
other interest.


        8.- To designate the persons who shall carry out the acquisition of
shares of the Company and their further placement.


        9.- The other powers-of-attorney which may correspond to them under the
law, regulatory or administrative provisions or these By-laws.


        The Board may delegate its authorities to any of its Directors, to the
Chairman, the General Director or any of the officers, or to the
attorneys-in-fact or delegates designated to that effect, for them to exercise
the same in the business and on the terms and conditions set forth by the Board
itself and, in general, to carry out the acts and operations which are necessary
or convenient for the purposes of the Company, with the exception of those
expressly reserved by the law or by these By-laws to the Shareholders Meeting.


        In the event that the shares issued by the Company are listed in the
Mexican Stock Exchange, the Board of Directors shall require the prior approval
of the General Ordinary Shareholders Meeting to approve the acquisition or
disposal of shares, or the exercise of the withdrawal right (i) when the
acquisition value of the shares of another company, by virtue of one or several
simultaneous or successive acquisitions, exceeds 20% of the net worth according
to the last financial position statement of this Company, except when shares of
other companies which activities are similar to the industrial, mercantile or
service activities of this Company are acquired; (ii) when the disposal value of
the shares of another company, by virtue of one or several simultaneous or
successive disposals, exceeds 20% of the net worth according to the last
financial position statement of this Company or, in the event of shares of other
companies which activities are similar to the industrial, mercantile or service
activities of this Company, when such disposals imply the loss of control of
such companies; or (iii) when the exercise of the withdrawal right of the
Company, by virtue of one or several simultaneous or successive acts implies the
reimbursement of shares which value exceeds 20% of the net worth according to
the last financial position statement of the Company or, in the event of shares
of other companies which activities are similar to the industrial, mercantile or
service activities of this Company, when such withdrawal involves the loss of
control of such companies.


        II.- Matters which execution require the prior approval of the Board of
Directors.- Subject to the requirements to convene quorum and of voting provided
for in Article Sixteen below, the approval of the Board of Directors shall be
required in the events and for the matters stated in the applicable legislation
and, additionally, with respect to the following matters, unless the applicable
matter had been approved by the General Extraordinary


                                      E-9

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                                                                       Exhibit 1


Shareholders Meeting or by the Executive Committee pursuant to the provisions of
Article Twenty-Eighth, paragraph (iv) or Article Seventeen, section I of these
By-laws, as applicable:


        (a).- The acquisition of an interest in a company not engaged in the
Telecommunications Industry, or the acquisition of goods or assets related to a
business not belonging to such Industry, at a price in any event exceeding the
amount of US$30,000,000.00 Dollars, lawful currency of the United States of
America or its equivalent in Mexican currency.


        (b).- The approval of any plan or the execution of any operation
connected with a joint venture, co-investment, strategic alliance or merger in
the Telecommunications Industry, which in any event involves the investment of
an amount of money exceeding US$100,000,000.00 Dollars, lawful currency of the
United States of America, or its equivalent in Mexican currency, or the merger
with another legal entity having assets which value exceeds such amount, except
in the event of any plan to merge or consolidate with the properties controlled
by affiliates of Motorola, Inc. or its assignees in Regions 1, 2, 3 and 4 or in
the event of an operation earmarked for the rendering of wireless telephone
services in Regions 1 and 4 using the 1.8 GHz frequency band.


        (c).- The sale of goods (except for the sale of replaced or obsolete
inventories or equipment carried out in the ordinary course of business of the
Company) or the sale of business in exchange of a consideration jointly
exceeding the amount of US$30,000,000.00 Dollars, lawful currency of the United
States of America, or its equivalent in Mexican currency, during one fiscal year
of the Company, either carried out in a single act or in several simultaneous or
successive related transactions.


        (d).- The assumption of debts in an amount jointly exceeding
US$100,000,000.00 Dollars, lawful currency of the United States of America, or
its equivalent in Mexican currency, during one fiscal year of the Company,
either carried out in a single act or in several simultaneous or successive
related transactions, except in the event of operations for the refinancing of
existing debts, or for debts resulting from the financing granted by suppliers,
or for debts resulting from the financing of specific projects.


        (e).- The issuance or placement of shares for a consideration jointly
exceeding the amount of US$50,000,000.00 Dollars, lawful currency of the United
States of America, or its equivalent in Mexican currency, during one fiscal year
of the Company, either carried out in a single act or in several simultaneous or
successive related transactions; except in the event of shares issued or placed
as a result of a plan to merge or consolidate with the properties controlled by
affiliates of Motorola, Inc. or its assignees in Regions 1, 2, 3 and 4 or which
issuance or placement proceeds are to be invested in a Subsidiary of the
Company, or in a joint venture, co-investment or strategic alliance in which the
Company participates, directly or indirectly, provided that such Subsidiary,
joint venture, co-investment or strategic alliance shall have been established
to render wireless telephone services in Regions 1 and 4 using the 1.8 GHz
frequency band.


        (f).- The execution, amendment, rescission or termination of agreements,
arrangements or operations with or for the benefit of: (i) an affiliate of the
Company, except in the event of agreements, arrangements or operations executed
exclusively between the Company and one or more Subsidiaries in which the
Company holds shares or other interest representing at least 90% (ninety
percent) or the capital stock; or (ii) a holder of Series "A" shares of the
Company or any affiliate of such holder.


        (g).- The termination or provision of any of the cellular phone, fixed
wireless telephone, long-distance or satellital transmission operations carried
out by the Company in any adjacent geographical area, or of the assets used in
the nets related to such operations, as long as the annual consolidated income
accrued by the operation intended to be terminated or transferred shall have
exceeded the amount of US$10,000,000.00 Dollars, lawful currency of the United
States of America, or its equivalent in Mexican currency, during each of the 2
(two) previous fiscal years; or the termination of cellular phone, fixed
wireless telephone, long-distance or satellital transmission services rendered
in any Region established for the rendering of wireless telephone services in
the Mexican Republic.


                                      E-10

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                                                                       Exhibit 1


        (h).- The submission of any request or the execution of any other act
which purpose is to terminate any concession related to the cellular phone,
fixed wireless telephone, long-distance or satellital transmission services,
including, without limitation, any request to abandon any part of the radio
spectrum which had been granted under concession to the Company for the
rendering of such services.


        (i).- In the event of any other legal entity in which this Company holds
shares or other interest representing at least 10% (ten percent) of the capital
stock, the determination of the sense on which the votes corresponding to such
shares or other interest must be cast, in connection with any of the matters
stated in (1) these paragraphs (a) to (j), or (2) paragraphs (i) to (iii) of
Article Twenty-Eighth of these By-laws, as such matters refer to the applicable
legal entity; as well as the granting of proxies to vote the corresponding
shares or other interest in connection with any of the above mentioned matters.


        (j).- The granting of powers-of-attorney or any other delegation of
authorities in connection with the matters provided for in paragraphs (a) to (i)
above.


        The approval by the Board of Directors or, as the case may be, by the
General Extraordinary Shareholders Meeting or the Executive Committee, of any
business plan, whether annual or not, including any of the matters set forth in
paragraphs (a) to (j) above, shall not mean that such matter has been approved
by the Board of Directors on the terms of this Article Thirteen, section II (or,
as the case may be, by the General Extraordinary Shareholders Meeting or the
Executive Committee pursuant to the provisions of Article Twenty-Eight or
Article Seventeen of these By-laws, as applicable), unless (i) the applicable
matter has been clearly and truthfully related to the corresponding business
plan, (ii) such business plan has expressly qualified the applicable matter as
one of the matters included in paragraphs (a) to (j) above, and (iii) the
business plan has been approved by the majority required for the approval of the
matters listed in this section II, pursuant to the provisions of Article Sixteen
of these By-laws.


        For purposes of this section II:


        The term "Telecommunications Industry" means any of the following
activities: (i) the ownership, administration, operation or maintenance of a
network to broadcast information, voice or video signals by any means; (ii) the
rendering of services to broadcast information, voice or video signals by any
means; (iii) the provision of equipment to be used in the facilities of users;
and (iv) the rendering of value added services. It shall be deemed that the
marketing of the above mentioned goods and services on a wholesale or retail
basis, or by resale, is part of the Telecommunications Industry.


        The term "Subsidiary" means any legal entity in which this Company owns,
directly or indirectly, at least fifty percent (50%) of the total capital stock,
or which is controlled, directly or indirectly, by this Company.


        ARTICLE FOURTEEN.- The Chairman of the Board of Directors shall preside
over the meetings of the Board; he shall comply with the resolutions of the
Shareholders Meetings and of the Board of Directors without the need for any
special resolution, and shall have the other authorities and obligations set
forth by the General Law of Mercantile Companies and those expressly granted by
the Board of Directors.


        ARTICLE FIFTEEN.- The Board shall meet as often as it may resolve or
when called by its Chairman, the Executive Committee, any 2 (two) Directors, the
Secretary or any Alternate Secretary of the Company. Its meetings must be held
at the domicile of the Company, except when the Board itself deems it convenient
to hold them anywhere else in the Mexican Republic or abroad.


        Calls for the Board of Directors meetings must be sent to the Directors
by mail, telegram or courier, at least 5 (five) days in advance to the date of
the meeting. The call must be sent by telegram or telecopy, the same number of
days in advance, to any Directors residing outside the corporate domicile.


                                      E-11

<PAGE>   11
                                                                       Exhibit 1


        Meetings may be held without such call if all the Directors or their
corresponding alternates are present thereat.


        ARTICLE SIXTEEN.- In order for the Board of Directors meetings to be
deemed legally convened, the attendance of one half of the members thereof shall
be required, including at least the majority of Series "A" Directors. The
resolutions of the Board of Directors shall be valid when they are approved by a
majority of votes of the members present, including the affirmative vote of at
least the majority of Series "A" Directors; provided, however, that in the event
of any of the matters stated in paragraphs (a) to (j) of section II of Article
Thirteen of these By-laws, the affirmative vote of Series "A" Director or
Directors who, as the case may be, have been designated by the minorities
entitled thereto upon the terms of paragraph four of Article Eleven of these
By-laws shall always be also required. In the event of a tie, the Chairman shall
resolve with a casting vote, except in connection with the matters referred to
in paragraphs (a) to (j) of section II of Article Thirteen of these By-laws.


        At the conclusion of each Board of Directors meeting, the text of the
resolutions passed by such body shall be submitted to the approval of the
Directors who attended the meeting; provided that in the event of resolutions or
agreements connected with any of the matters referred to in paragraphs (a) to
(j) of section II of Article Thirteen of these By-laws, such text must be
approved by each attending Director. Once approved, such resolutions must be
included in the minutes of the meeting, which minutes shall be transcribed in
the book kept for that effect and shall be signed by the Chairman and the
Secretary of the meeting. The Statutory Auditors who attended the meeting may
also sign the corresponding minutes, without their signature being required.


        Pursuant to Article 143 (one hundred and forty-three) of the General Law
of Mercantile Companies, the resolutions of the Board of Directors shall be
validly passed without the need to hold a Board of Directors meeting, provided
that: i) the affirmative vote of all the Directors or their corresponding
alternates exists and ii) the resolutions are confirmed in writing.


        ARTICLE SEVENTEEN.- The General Ordinary Shareholders Meeting may
establish one or more Committees of the Board of Directors, in any event with
the duties and authorities which such Meeting may determine, and which operation
shall be subject to the operation rules adopted thereby.


        As long as the General Ordinary Shareholders Meeting does not otherwise
resolve, the following Committees are created with the duties indicated below:


        I.- Executive Committee: It shall be an administrative and decision body
of the Board of Directors. The Executive Committee shall have the following
powers-of-attorney and authorities and any other authorities corresponding to
the Board of Directors, except for those which according to the law, these
By-laws or other provisions are expressly reserved to the Board itself, to the
General Shareholders Meeting or to any Special Shareholders Meeting:


        (a).- Power-of-attorney for lawsuits and collections, for acts of
administration, including labor administration, and for acts of ownership, with
all the general and special authorities requiring a special clause according to
the law, upon the terms of Articles two thousand five hundred and fifty-four,
paragraphs first, second and third, and two thousand five hundred and
eighty-seven of the Federal Civil Code and the correlative provisions of the
Civil Codes for each of the federal entities of the Mexican Republic, as well as
for the effects of Articles eleven, forty-six, forty-seven, one hundred and
thirty-four, section three, five hundred and twenty-three, six hundred and
ninety-two, sections one, two and three, six hundred and eighty-seven, eight
hundred and seventy-six, eight hundred and seventy-eight, eight hundred and
eighty-three and eight hundred and eighty-four of the Federal Labor Law.
Therefore, it shall represent the Company before all kinds of administrative and
judicial authorities whether federal, state and municipal, before all kinds of
boards of conciliation and boards of conciliation and arbitration and other
labor authorities and before arbiters and arbitrators. The foregoing
powers-of-attorney include, as an example but not as a limitation, authorities
to file all kinds of lawsuits and remedies, even "amparo" proceedings, and to
withdraw therefrom; to settle, submit to arbitrators, file and answer
interrogatories, to assign goods, challenge judges


                                      E-12

<PAGE>   12
                                                                       Exhibit 1


and receive payments; to discuss, execute and review bargaining agreements; to
represent the Company before labor authorities in labor matters where the
Company is a party or interested third party, both at the initial hearing and at
any of the steps of the procedure of the labor law; to file criminal claims and
complaints, grant judicial pardons and assist the Public Prosecutor.


        (b).- To subscribe for and in any form negotiate credit instruments,
upon the terms of Article nine of the General Law of Credit Instruments and
Operations.


        (c).- To open and cancel banking accounts in the name of the Company, as
well as to make deposits and draw against them, and designate persons to draw
against them.


        (d).- To appoint and remove the attorneys-in-fact, officers, agents and
employees of the Company and, in the event provided for in section I of Article
Eighteen of these By-laws, to decide on whom of the officers listed therein
shall be designated by the corresponding shareholder or shareholders; as well as
to determine the attributions, guarantees and compensations corresponding to the
attorneys-in-fact, officers, agents and employees of the Company.


        (e).- To propose to call General Ordinary and Extraordinary Shareholders
Meetings and Special Shareholders Meetings, as well as to call Board of
Directors meetings and to carry out their resolutions;


        (f).- To grant general or special powers-of-attorney, always reserving
the exercise thereof, as well as to revoke general or special
powers-of-attorney.


        II.- Finance and Auditing Committee: It shall have the following duties:


        (a).- To make recommendations to the Board of Directors or the Executive
Committee of the candidates for external auditors of the Company.


        (b).- To make recommendations to the Board of Directors or the Executive
Committee of the hiring conditions and the scope of the professional mandates of
the external auditors.


        (c).- To support the Board of Directors and the Executive Committee by
monitoring the compliance with the audit agreements.


        (d).- To be a communication channel between the Board of Directors or
the Executive Committee and the external auditors, as well as to secure the
independence and objectivity of the latter.


        (e).- To review the work schedule, the letters of remarks and the audit
reports and to inform the Board of Directors and the Executive Committee about
the results.


        (f).- To make recommendations to the Board of Directors of the basis for
the preparation of financial information.


        (g).- To review and, as the case may be, recommend the Board of
Directors of the Executive Committee, the approval of the annual consolidated
audited financial statements, including the review of changes in accounting
policies and practices, significant adjustments which result from the annual
audit, compliance with accounting standards and statements made by the
management to the auditors.


                                      E-13

<PAGE>   13
                                                                       Exhibit 1


        (h).- To evaluate and, as the case may be, recommend to the Board of
Directors or the Executive Committee, the approval of the quarterly consolidated
unaudited financial statements, as well as each and all quarterly financial
reports, and each and all financial reports to be delivered to the authorities
in Mexico and the United States of America.


        (i).- To contribute to the definition of the general guidelines of the
internal control system and to evaluate their effectiveness.


        (j).- To assist the Board of Directors or the Executive Committee in the
coordination and evaluation of annual internal audits programs.


        (k).- To coordinate the duties of the external and internal auditors
and of the Statutory Auditors.


        (l).- To verify the existence of the mechanisms deemed necessary in
order for the Company to verify that it complies with the different provisions
to which is subject.


        (m).- To review the main accounting policies, including the quality of
the existing policies.


        (n).- To review, jointly with the management, the external auditors and
counsels, any litigation, claim or contingency.


        (o).- To review the compliance with the business behavior codes and the
legal and regulatory requirements, including the compliance with the U.S. laws,
such as the Foreign Corrupt Practices Act.


        (p).- To review the expenses of senior officers of the Company.


        (q).- To review the contingency recovery plan and the insurance
coverages.


        (s).- To evaluate and, as the case may be, suggest the financing
policies (capital or debt) of the Company proposed by the Chief Executive
Officer, to subsequently submit them to the approval of the Board of Directors
or the Executive Committee.


        (t).- To evaluate and, as the case may be, recommend the Board of
Directors or the Executive Committee, the approval of the annual and five-year
business plan and the corresponding annual budget, including the capital
expenditures programs.


        (u).- To monitor the implementation of and variation on the annual
budget.


        II.- Human Resources and Compensations Committee: It shall have the
following duties:


        (a).- To suggest to the Board of Directors or the Executive Committee
the procedures to propose the Chief Executive Officer and the General Director
and all the other senior officers.


        (b).- To propose to the Board of Directors or the Executive Committee
the criteria for the evaluation of the Chief Executive Officer and the General
Director and the other senior officers, according to the general guidelines set
forth by the Board of Directors or the Executive Committee.


                                      E-14

<PAGE>   14
                                                                       Exhibit 1


        (c).- To analyze and submit to the Board of Directors or the Executive
Committee the proposal made by the Chief Executive Officer and the General
Director regarding the structure and amount of the compensations, including base
salary, variable compensation and benefits of the main officers of the Company.


        (d).- To review and, as the case may be, recommend to the Board of
Directors or Executive Committee, the approval of the parameters of the general
plan of salary increases, as well as of any general plan of bonus payment in
cash to employees.


        (e).- To review and, as the case may be, recommend to the Board of
Directors or the Executive Committee, the approval of any plan involving the
establishment of compensations based on the granting of shares of the capital
stock of the Company, as well as any compensation under such plans.


        (f).- To review and, as the case may be, recommend the Board of
Directors or the Executive Committee, the approval of any corporate organization
plan, empowering plans, succession plans and employee development programs.


        III.- Technology and Strategic Planning Committee: It shall have the
following duties:


        (a).- To evaluate and, as the case may be, suggest the investment
policies of the Company proposed by the Chief Executive Officer, to subsequently
submit them to the approval of the Board of Directors or the Executive
Committee.


        (b).- To evaluate and, as the case may be, suggest the general
guidelines for the determination of the strategic planning of the Company.


        (c).- To follow up the application of the strategic plan.


        (d).- To evaluate and, as the case may be, recommend to the Board of
Directors or the Executive Committee, the approval of new business opportunities
and new technology.


        (e).- To identify the risk factors to which the Company is subject and
evaluate the policies for its management.


        (f).- To evaluate the synergies between the Company and its shareholders
and affiliates and recommend to the Board of Directors or the Executive
Committee the execution of certain agreements or transactions between the
Company and its shareholders and affiliates.


        (g).- To review the capital expenditures program.


        Regarding each Committee, the designation of members and its operation
shall be subject to the following and other rules, as the case may be, provided
from time to time by the General Ordinary Shareholders Meeting:


        1.- The Executive Committee shall be comprised of 6 (six) members. Each
other Committees shall be comprised of the even number of members which the
General Ordinary Shareholders Meeting may determine, which number may not be
less than 4 (four) or more than 6 (six).


        2.- The members of each Committee shall be regular or alternate
Directors of the Company and shall be designated, along with the appointment of
the Board of Directors, by the General Ordinary Shareholders Meeting


                                      E-15

<PAGE>   15
                                                                       Exhibit 1


based on the resolutions of the respective Special Shareholders Meetings.
Regarding the Executive Committee, four (4) of the members and its Chairman
shall be designated and, as the case may be, removed or substituted by majority
vote of Series "A" shareholders at a Special Meeting and the two (2) remaining
members shall be designated and, as the case may be, removed or substituted by
majority vote of Series "V" shareholders at a Special Shareholders Meeting.
Regarding each of the other Committees, a majority of their members, including
the Chairman, shall be designated and, as the case may be, removed or
substituted by majority vote of Series "A" shareholders at a Special
Shareholders Meeting and the remaining members by majority vote of Series "V"
shareholders at a Special Shareholders Meeting. Any Affiliate shareholder or
group of shareholders holding shares that represent at least 25% (twenty-five
percent) of the total capital stock of the Company, provided that such holding
includes at least 11% (eleven percent) of such capital stock in Series "V"
shares and at least 10% (ten percent) in Series "A" shares (for purposes of
these By-laws, a "Qualified Minority Shareholder"), shall be entitled, acting at
a Special Shareholders Meeting, to designate and, as the case may be, remove or
substitute a member of each Committee, which shall be one of the members
designated by Series "V" shareholders, therefore, the members designated by the
Qualified Minority Shareholders shall not be in addition to those mentioned in
this paragraph. Such designation or, as the case may be, substitution shall
remain in force as long as the applicable Qualified Minority Shareholder keeps
the shareholding required by this paragraph. The General Ordinary Shareholders
Meeting may remove and substitute any members of Committees designated by a
Qualified Minority Shareholder pursuant to this paragraph, at any time on which
such Qualified Minority Shareholder ceases to hold the shareholding percentage
required by this paragraph to make such designation, without the need to remove
or substitute any other member. The members of Committees shall receive the
compensation fixed by the General Ordinary Shareholders Meeting. For the
purposes of this paragraph, the term "Affiliate" shall be understood, with
respect to any shareholder, as any legal entity, directly or indirectly,
controlling, controlled by or under common control with such shareholder, and
"control" means the direct or indirect authority to direct the administration
and policies of any person, whether through the ownership of voting securities,
by agreement or in any other form.


        3.- The Chief Executive Officer and the Managing Director of the Company
shall be invited to the all Committee meetings and the Chief Financial Officer
shall be invited to Finance and Audit Committee meetings, in each case being
entitled to speak but not to vote. Likewise, the Statutory Auditors must be
invited to all Committee meetings, who, in the event of attending, shall do so
with the right to speak but not to vote.


        4.- Each Committee shall hold meetings as often as determined by the
General Ordinary Shareholders Meeting or, alternatively, the Board of Directors
and also when it is called by its Chairman, by the Secretary of the Board of
Directors or by any Alternate Secretary, by any 2 (two) members of the Committee
or by any Statutory Auditor of the Company. The calls for Committee meetings
shall be sent to the members by mail, telegram or courier, at least 5 (five)
days in advance of the date for the meeting. The call must be sent by telegram
or telecopy, on the same notice, to the members residing outside the corporate
domicile. Meetings may be held without such call if all the members are present.


        5.- Committee meetings shall be presided over by the Chairman thereof,
assisted by the Secretary of the Board of Directors or by any Deputy Secretary.
In the absence of the Chairman or the Secretary (both regular and alternate) or
both, the person or persons designated by a majority of the members of the
Committee appointed by the Series "A" shareholders shall act as Chairman and/or
Secretary, as the case may be.


        6.- Regarding each Committee, the meetings thereof shall be deemed
legally convened when one half of its respective members are present and its
resolutions shall be valid when approved by majority vote of the present
members, provided that such majority includes the affirmative vote of at least a
majority of the members designated by Series "A" shareholders and, in the case
of the matters set forth in paragraphs (a) to (j) of section II of Article
Thirteen of these By-laws, as long as the majority includes also the affirmative
vote of the member or members designated by the Qualified Minority Shareholders.
In the event of a tie, the Chairman shall have a casting vote, unless it relates
to any of the issues set forth in section II, paragraphs (a) to (j) of section
II of Article Thirteen of these By-laws. In any case, the resolutions of
Committees shall be validly passed without the need to hold a meeting of the
applicable Committee, provided that: i) there is a favorable vote by all the
members of the Committee exits and ii) resolutions are confirmed in writing.


                                      E-16

<PAGE>   16
                                                                       Exhibit 1


        7.- The Finance and Audit, Human Resources and Compensations and
Technology and Strategic Planning Committees shall submit to the Board of the
Directors and the Executive Committee, at least 2 (two) times per fiscal year, a
report of their respective performances. Likewise, all Committees must inform
the Board of Directors and the Executive Committee when any material events or
acts for the Company occur, which events or acts, in their opinion, should be
reported.


        8.- The Committees shall always act as a collegiate body and their
authorities may not be delegated to individuals such as directors, managers,
delegate directors or attorneys-in-fact, unless such delegation is expressly
authorized by these By-laws. The Committees may create Sub-Committees with the
authorities that Committees may determine, within the scope of their
authorities. Such Sub-Committees shall be comprised of even numbers, a majority
of which members, including the chairman, must be regular or alternate Series
"A" Directors (elected by majority vote of Series "A" shareholders). In the
event that the designating Committee has one or more members designated by
Qualified Minority Shareholders, each such member shall have the right to
designate, and as the case may be, remove or substitute one member of the
respective Sub-Committee. The rules of paragraph (6) above shall be applied to
Sub-Committee meetings.


        ARTICLE EIGHTEEN.- Each Qualified Minority Shareholder shall have the
following special rights, without prejudice to the other general and special
rights conferred to them by these By-laws:


        I.- Designation of an officer of the Company.- Each Qualified Minority
Shareholder, acting at a Special Meeting, shall have the exclusive power to
designate and, as the case may be, substitute one of the following officers of
the Company: the Chief Operations Officer, the Chief Financial Officer, the
Chief Marketing Officer or the Chief Technical Officer. The Board of Directors
or, as the case may be, the Executive Committee of the Company, in any event
during the first meeting held after his designation, shall determine the officer
to be designated by each Qualified Minority Shareholder.


        II.- Voting of shares owned by the Company with respect to certain
matters.- Each Qualified Minority Shareholder, acting at a Special Shareholders
Meeting, shall have the exclusive power to determine the sense in which the
votes corresponding to the shares or other interest held by this Company in its
Subsidiaries (as such term is defined in Article Thirteen, section II of these
By-laws) must be cast, as well as to grant proxies for such voting, in
connection with the following issues:


        (a).- In the event of any Subsidiary in which this Company has the right
to designate at least 2 (two) members of the Board of Directors or other
administrative body, the designation and, as the case may be, the removal or
substitution of a regular and alternate member of the board of directors or
other applicable administrative body; and


        (b).- In the event of any Subsidiary in which this Company holds shares
or other interest representing more than 50% (fifty percent) of the voting
capital stock, (i) the designation and, as the case may be, the substitution of
one of the officers referred to in section I of this Article Eighteen, provided
that the applicable legal entity has one or more of such officers, and (ii) the
designation and, as the case may be, the removal or substitution of a regular
statutory auditor and his corresponding alternate. In the case of subparagraph
(i) of this paragraph (b), the corresponding officer shall be elected by the
Board of Directors or by the Executive Committee of this Company, pursuant to
the procedure stated in section I of this Article Eighteen.


        The General Ordinary Shareholders Meeting may remove or substitute any
of the persons designated by a Qualified Minority Shareholder pursuant to this
Article Eighteen, at any time when such Qualified Minority shareholder forfeits
such capacity, without the need to remove or substitute any additional person.


                                   CHAPTER IV
                                  SURVEILLANCE


                                      E-17

<PAGE>   17
                                                                       Exhibit 1


        ARTICLE NINETEEN.- The surveillance of the Company shall be entrusted to
a maximum of 2 (two) Statutory Auditors with their corresponding alternates,
designated by the General Ordinary Shareholders Meeting, based on the
resolutions of the corresponding Special Meetings. One Statutory Auditor and his
alternate shall be appointed by majority vote of Series "A" shareholders at a
Special Meeting and, as the case may be, another Statutory Auditor and his
alternate shall be appointed by majority vote of the Qualified Minority
Shareholders at a Special Shareholders Meeting (giving to the term "Qualified
Minority Shareholder" the meaning assigned to it in paragraph 2 of Article
Seventeen of these By-laws). As the case may be, the Statutory Auditors
designated both by Series "A" shareholders and by the Qualified Minority
Shareholders shall be removed and/or substituted by the General Ordinary
Shareholders Meeting, based on the resolutions of the corresponding Special
Shareholders Meeting or Meetings. The General Ordinary Shareholders Meeting may
remove and substitute the Statutory Auditor and the corresponding alternate
designated by a Qualified Minority Shareholder pursuant to this Article
Nineteen, at any time when such Qualified Minority Shareholder forfeits such
capacity, without the need to remove or substitute the other Statutory Auditor
or his alternate.


        If it is so resolved by the above mentioned Special Meetings, only one
Statutory Auditor may be appointed. The Statutory Auditor or Auditors need not
be shareholders of the Company; they shall hold office for one year and may be
reelected but, in any event, they shall hold their position until the persons
designated to substitute them take office.


        The Statutory Auditor or Auditors shall have the powers and obligations
listed in Article 166 (one hundred and sixty-six) of the General Law of
Mercantile Companies, as well as all those powers and obligations delegated to
them by the General Shareholders Meeting.


        The Statutory Auditor or Auditors shall guarantee their performance
pursuant to a resolution of the General Ordinary Shareholders Meeting.


                                    CHAPTER V
                              SHAREHOLDERS MEETINGS


        ARTICLE TWENTY.- The Shareholders Meeting is the supreme body of the
Company and its meetings shall be held at the corporate domicile.


        Shareholders Meetings shall be General Extraordinary Meetings, General
Ordinary Meetings and Special Meetings.


        General Meetings called to transact any of the following business shall
be Extraordinary: (a) the business listed in Article 182 (one hundred and
eighty-two) of the General Law of Mercantile Companies (unless otherwise
provided by Articles Nine and Ten of these By-laws with respect to increases and
decreases in the variable portion of the capital stock), as well as the other
business reserved to the General Extraordinary Shareholders Meeting pursuant to
the provisions of these By-laws; and (b) the business listed in paragraphs (a)
to (j) of section II of Article Thirteen of these By-laws, when instead of being
filed for the approval of the Board of Directors or of the Executive Committee,
they are submitted for the consideration of the shareholders of the Company.


        General Ordinary Meetings shall be held at least once a year, within 4
(four) months of the closing of each fiscal year. In addition to the items of
the Agenda, the business referred to in Article 181 (one hundred and eighty-one)
of the General Law of Mercantile Companies shall be transacted, including the
submission to the shareholders of the report referred to in the general heading
of Article 172 (one hundred and seventy-two) of such Law, for the immediately
preceding fiscal year of the company or companies of which shares it is a
majority holder, when the value of the investment in each of them exceeds 20%
(twenty percent) of the net worth according to the financial condition statement
of the Company at the closing of the corresponding fiscal year, the appointment
of the members of the Board of Directors and Statutory Auditors, and the
determination of their compensations. For the purposes of


                                      E-18

<PAGE>   18
                                                                       Exhibit 1


Article 181 (one hundred and eighty-one) of the General Law of Mercantile
Companies, in order for the General Ordinary Shareholders Meeting to be held and
for the resolutions passed thereat pursuant to the provisions of these By-laws
and the applicable legislation to be valid, it shall be sufficient that any of
the Statutory Auditors shall have filed his report.


        ARTICLE TWENTY-ONE.- Those Meetings held to discuss anything related to
the appointment of Directors, Statutory Auditors and members of the Committees
corresponding to each share Series or, as the case may be, to any Qualified
Minority Shareholder (as such term is defined in Article Seventeen of these
By-laws); those held to appoint the officer or officers referred to in section
I, or to resolve with respect to the business stated in section II, both of
Article Eighteen of these By-laws; and those held to resolve with respect to any
other right corresponding to a Series of shares or, as the case may be, to any
Qualified Minority Shareholder shall be Special Meetings. Such Meetings shall be
held upon the terms of these By-laws and the provisions of Article 195 (one
hundred and ninety-five) of the General Law of Mercantile Companies.


        ARTICLE TWENTY-TWO.- Calls for the Shareholders Meetings must be made by
the Board of Directors or any of the Statutory Auditors. Likewise, shareholders
representing at least 33% (thirty-three percent) of the capital stock may
request, in writing and at any time, that the Board of Directors or any of the
Statutory Auditors call a Shareholders Meeting to transact the business
specified in their request.


        Any shareholder who holds one share shall have the same right in any of
the events referred to in Article 185 (one hundred and eighty-five) of the
General Law of Mercantile Companies and pursuant to the procedure set forth
therein.


        ARTICLE TWENTY-THREE.- Calls for Meetings must be published in the
Official Gazette of the Federation and in one of the newspapers of highest
circulation in the corporate domicile, at least 15 (fifteen) days in advance of
the date fixed for the Meeting. Calls shall include the Agenda and must be
signed by the person or persons who prepares them, it being understood that if
the Board of Directors prepares them, the signature of the Chairman, the
Secretary or any Alternate Secretary shall suffice. Calls for General Meetings
may include calls for Special Meetings.


        Meetings may be held without prior call if the capital stock is totally
represented at the time of voting.


        ARTICLE TWENTY-FOUR.- To attend Meetings, shareholders must produce the
corresponding admission card, which shall be issued only at the request of the
persons registered as holders of shares in the Share Registry Book of the
Company, which request must be filed at least 48 (forty-eight) hours before the
time fixed for the holding of the Meeting, together with their temporary or
definitive share certificates, or the deposit evidence of such temporary or
definitive share certificates issued by any institution authorized therefor.


        For purposes of attendance to the Meetings, the Share Registry Book
shall be closed 48 (forty-eight) hours before the date fixed for the holding of
the applicable Meeting.


        Any shares which are deposited to be entitled to attend the Meeting,
shall only be returned after such Meeting is held, in exchange for the voucher
issued to the shareholder for them.


        ARTICLE TWENTY-FIVE.- Shareholders may be represented at Meetings by the
person or persons designated by means of a proxy signed before two witnesses.


        The members of the Board of Directors and the Statutory Auditor or
Auditors may not represent any shareholders at any meeting.


                                      E-19

<PAGE>   19
                                                                       Exhibit 1


        ARTICLE TWENTY-SIX.- Meetings shall be presided over by the Chairman of
the Board of Directors or, in his absence, by his alternate, and in the absence
of both, by the person designated by majority vote of the holders of Series "A"
shares present thereat. The Secretary of the Board of Directors shall act as
such or, in his absence, any Alternate Secretary, and in the absence of both,
such office shall be held by the person designated by majority vote of the
shareholders present thereat.


        The minutes of the Meeting shall be recorded in the corresponding book
and shall be signed by the Chairman and the Secretary of the Meeting. Statutory
Auditors who attend the Meeting may also sign the corresponding minutes, without
their signature being necessary.


        ARTICLE TWENTY-SEVEN.- For a General Ordinary Shareholders Meeting to be
deemed legally convened upon first call, at least 50% (fifty percent) plus one
of the outstanding shares must be represented thereat.


        Upon second call, and except as otherwise provided by the following
paragraph, Ordinary Shareholders Meetings may be validly held regardless of the
number of shares represented thereat.


        For the resolutions of the General Ordinary Meeting to be validly
passed, upon first or subsequent call, the attendance and the affirmative vote
of a majority of outstanding Series "A" shares shall be required.


        ARTICLE TWENTY-EIGHT.- Except as otherwise provided by the following
article, for a General Extraordinary Shareholders Meeting to be deemed legally
convened upon first call, at least 75% (seventy-five percent) of the outstanding
shares must be represented thereat.


        Upon second or ulterior call, General Extraordinary Shareholders
Meetings may be validly held if at least 50% (fifty percent) plus one of the
outstanding shares are represented thereat.


        In order for resolutions of the General Extraordinary Meeting to be
validly passed, upon first or subsequent call, the affirmative vote of a
majority of the shares shall be required, including the affirmative vote of a
majority of the outstanding Series "A" shares; provided, however, that in any of
the following events, the affirmative vote of at least 75% (seventy-five
percent) of the outstanding Series "A" shares shall always be required:


        (i).- The early dissolution of the Company and the designation of the
corresponding liquidators.


        (ii).- Any increases in the minimum fixed portion and the variable
portion of the capital stock of the Company, in an amount jointly exceeding
US$50,000,000.00 Dollars, lawful currency of the United States of America, or
its equivalent in Mexican currency, during a fiscal year of the Company, either
carried out in a single act or in several simultaneous or successive related
transactions, except for increases in the capital stock made as a result of a
plan to merge or consolidate with the properties controlled by affiliates of
Motorola, Inc. or its assignees in Regions 1, 2, 3 and 4 or which proceeds shall
be invested in a Subsidiary of the Company, or in a joint venture, co-investment
or strategic alliance in which the Company participates, directly or indirectly,
as long as such Subsidiary, joint venture, co-investment or strategic alliance
shall have been established for the rendering of wireless telephone services in
Regions 1 and 4 using the 1.8 GHz frequency band (giving to the term
"Subsidiary" the meaning assigned to it in Article Thirteen, section II, of
these By-laws).


        (iii).- Any change to the provisions of Articles Three, Five, Six,
Seven, Eleven, Thirteen, section II, Fifteen, Sixteen, Seventeen, Eighteen,
Nineteen, Twenty, Twenty-One, Twenty-Two, Twenty-Three, Twenty-Four,
Twenty-Five, Twenty-Six, Twenty-Seven, Twenty-Eight, Twenty-Nine, Thirty-One or
Thirty-Two of these By-laws.


                                      E-20

<PAGE>   20
                                                                       Exhibit 1


        (iv).- Any of the events stated in paragraphs (a) to (j) of section II
of Article Thirteen of these By-laws, when they are submitted to the
consideration of the shareholders of the Company upon the terms of Article
Twenty of these By-laws.


        ARTICLE TWENTY-NINE.- In order for a Special Shareholders Meeting to be
deemed legally convened upon first call, at least 75% (seventy five percent) of
the shares (i) of the corresponding Series or (ii) owned by the corresponding
Qualified Minority Shareholder or Shareholders, as the case may be, must be
represented thereat.


        Upon second or ulterior call, a Special Shareholders Meeting may be
validly held if at least 51% (fifty one percent) of the shares (i) of the
corresponding Series or (ii) owned by the corresponding Qualified Minority
Shareholder or Shareholders, as the case may be, are represented thereat.


        For the resolutions of a Special Shareholders Meeting to be validly
passed, upon first or subsequent call, the affirmative vote of a majority of the
shares (i) of the corresponding Series or (ii) owned by the corresponding
Qualified Minority Shareholder or Shareholders, as the case may be, shall be
required.


        The resolutions passed without a Special Shareholder Meeting, by
unanimity of (i) the shareholders representing all the shares of the
corresponding Series or (ii) the corresponding Qualified Minority Shareholders,
as the case may be, shall have, for all legal purposes, the same validity as if
they had been passed at a Special Shareholders Meeting, as long as they are
confirmed in writing. The provisions of the General Law of Mercantile Companies
shall be applicable in all cases not contemplated by these By-laws.


        ARTICLE THIRTY.- In the event of delisting of the shares of the Company
in the Securities and Special Section of the National Registry of Securities and
Intermediaries, whether upon request of the Company itself or by a resolution
passed by the National Banking and Securities Commission upon the terms of the
law, the shareholders having the control of the Company shall have the
obligation to make a public purchase offer, prior to the cancellation and at the
highest price of the closing average of the operations carried out during the 30
(thirty) days in which the shares were listed, prior to the date of the offer,
or else at the book value of the shares according to the last quarterly report
filed with the National Banking and Securities Commission and with the Mexican
Stock Exchange before the offer. This article may only be amended with the prior
approval of the National Banking and Securities Commission, by resolution of the
General Extraordinary Shareholders Meeting of the Company passed by the
affirmative vote of shares representing at least 95% (ninety-five percent) of
the capital stock. In the event that, once the public purchase offer shall have
been carried out and prior to the cancellation of the filing of the shares in
the National Registry of Securities and Intermediaries, shareholders having the
control of the Company fail to acquire 100% (one hundred percent) of the paid
capital stock, they must place in trust, for a minimum 2 (two)-year period, the
necessary funds for the exclusive purpose of purchasing, at the same offering
price, the shares of the investors who did not participate at such offer. The
terms and conditions of the above mentioned trust must be disclosed in the
corresponding information brochure.


                                   CHAPTER VI
                              FINANCIAL INFORMATION
                               PROFITS AND LOSSES


        ARTICLE THIRTY-ONE.- Within 3 (three) months of the closing of each
fiscal year, the Board of Directors shall prepare, at least, the following
financial information:


        1.- A report of the Board of Directors on the performance of the Company
during the fiscal year, as well as on the policies followed by the Board and, as
the case may be, on the main existing projects;


        2.- A report on which the main accounting and information policies and
criteria followed during the preparation of the financial information are stated
and explained;


                                      E-21
<PAGE>   21
                                                                       Exhibit 1


        3.- A statement showing the financial position of the Company as of the
end of the fiscal year;


        4.- A statement showing, duly explained and classified, the results of
the Company during the fiscal year;


        5.- A statement showing the changes in the financial condition of the
Company during the fiscal year;


        6.- A statement showing the changes in the items that comprise the
shareholders equity of the Company occurred during the fiscal year; and


        7.- Any notes necessary to complete or clarify the information reflected
in the above mentioned statements.


        ARTICLE THIRTY-TWO.- The report referred to in the previous article,
together with the report by the Statutory Auditor or Auditors, must be completed
and made available to the shareholders, together with the supporting
documentation, at least 15 (fifteen) days before the Meeting at which they are
to be discussed. The shareholders shall be entitled to be delivered a copy of
the corresponding reports.


        ARTICLE THIRTY-THREE.- Once the statutory deductions shall have been
made, including, as an example, that related to the payment of Income Tax, the
annual net profits shown in the financial statements approved by the Meeting,
shall be applied as follows:


        1.- 5% (five percent) to the legal reserve fund, until it equals, at
least, 20% (twenty percent) of the capital stock;


        2.- The percentage determined by the Meeting, to constitute, increase
and replenish the reserve for the acquisition of shares of the Company and the
capital reserves, contingency, reinvestment and special reserve funds, it may
deem convenient; and


        3.- The remaining amount, if any, for the purpose determined by the
General Ordinary Shareholders Meeting.


        If there are any losses, they shall be carried over by the shareholders
in proportion to the number of their shares and up to the value paid therefor.


        ARTICLE THIRTY-FOUR.- Dividends not collected within 5 (five) years of
the date on which their payment began, are deemed to be waived and expire in
favor of the Company, according to the laws in force, and must be credited to
the ordinary reserve fund.


                                   CHAPTER VII
                           DISSOLUTION AND LIQUIDATION


        ARTICLE THIRTY-FIVE.- The Company shall be dissolved in any of the
events set forth in Article 229 (two hundred and twenty-nine) of the General Law
of Mercantile Companies.


        ARTICLE THIRTY-SIX.- Once the Company is dissolved, it shall be
liquidated, which liquidation shall be carried out by the person or persons
determined by the General Extraordinary Shareholders Meeting.


                                      E-22
<PAGE>   22
                                                                       Exhibit 1


        ARTICLE THIRTY-SEVEN.- The liquidation shall be made according to the
resolutions passed by the shareholders when resolving or declaring the
dissolution of the Company. If there are no special resolutions of the Meeting,
the liquidation shall be made according to the provisions of the corresponding
chapter of the General Law of Mercantile Companies.


                                  CHAPTER VIII
                                  FISCAL YEARS


        ARTICLE THIRTY-EIGHT.- Fiscal years shall be equivalent to one calendar
year, from the first day of January to the thirty-first day of December each
year.







                                      E-23