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BMC Articles of Incorporation

[The majority of this text is taken from hand a written translation by George P. Taylor of Blalock Mexico Colony legal documents in Spanish. The complete original Spanish document includes Blalock Mexico Colony By-Laws, Articles of Incorporation, and Charter.]

Blalock Mexico Colony By-Laws

Part I

Article 1

The officers of this corporation shall consist of a President, Vice-President, Secretary, and Treasurer, who shall be elected by the "junta directiva", and who shall discharge the obligations corresponding to their respective duties. Said officers shall serve for a period of one year and until their successors have been named and qualified.

Article 2

No person who is not a Director shall be elected to the post of President, Vice-President, or Treasurer. Likewise, no person shall be elected director who is not a stock-holder. A President, Vice-President, Treasurer, or Director who at any time ceases to be a stock-holder shall at the same time cease to fill any post he may occupy in this corporation.

Article 3

The administrative council can by agreement require that any one or all of the officers secure their management in favor of the corporation with sufficient bond and under other conditions which from time to time may be required by the same council.

Article 4

All written contracts which may be entered into on the part of the corporation shall be signed by the President and Secretary affixing thereto the seal of the corporation.

Part II

Article 1

The business of this corporation shall be administered by a council of eleven Directors who shall be elected by the stockholders at the regular annual meeting, and who shall serve for one year and until their successor are elected.

Article 2

The administrative council shall choose all the other officers of the corporation, and will approve all its agents. Vacancies which may occur on the Administrative Council will be filled by the remaining members of the Council in one of the regular sessions or special session of the Administrative Council.

Article 3

No Director shall receive a salary or compensation whatever for his services as a Director.

Article 4

Regular sessions of the Administrative Council shall take place immediately after the end of the annual stockholders meeting, and also on the first Saturday of each month at ten o'clock A.M. These meetings shall be held in the office of the corporation, or at its branch office situated in Chamal, State of Tamaulipas, Mexico.

Article 5

Special sessions of the Administrative Council may be called by the President at any time by means of a written or printed notice sent by mail to each one of the Directors, setting forth the date, place and reason for the session, with as least one day's notice.

Article 6

At all the regular or special sessions of the Administrative Council a majority of the Directors shall constitute a quorum for the transaction of business, and a minority number may reset the meeting to another day and time.

Article 7

At each regular annual meeting of the stockholders, the Administrative Council shall present a general status report covering the business for the previous year, as well as a financial report for the corporation.

Part III

Corporate Capital

Article 1

The capital of the corporation shall be divided into 2000 shares with a value of fifty dollars each.

Article 2

All stock certificates shall signed by the President and Secretary, affixing thereon the seal of the corporation.

Article 3

Corporate shares may be transferred by delivering the endorsed certificate to the Secretary for cancellation and issue of a new certificate.

Article 4

Any stockholder who fails to meet any exhibition (payment of an installment) which may be declared against his shares for sixty days after having been demanded will be notified in writing or in print by the Secretary, delivered personally or by certified United States Mail. In said notice will be stated the amount of indebtedness, and he will be advised that if he does not cover the debt within a period of 60 days following the date on which the notice was nailed, his shares will lapse. If the delinquent stockholder fails to pay the full amount of his indebtedness within the specified period, his shares shall lapse without need of further notice from the corporation, and such lapsed shares may be sold without further notice by the Secretary for the benefit of the Corporation, by means of a public or a private sale. If the sale results in a surplus above the indebtedness on the stock, such surplus shall be paid upon demand, to the delinquent stockholder to whom the stock had belonged.

Part IV

Stockholder Meetings

Article 1

The regular annual meeting of stockholders of this corporation shall take place in the office of the corporation in the city of Mangum or in the branch office in Chamal, state of Tamaulipas, Mexico on the first Saturday of November of each year at ten o'clock A.M. Stockholder meetings may be called by the Directors.

Article 2

The Secretary shall notify each stockholder in writing or in print by mail to his known address, indicating the date and place of annual or special meetings of stockholders. Such notice shall be mailed at least ten days prior to the date on which the meeting will be held.

Article 3

At all stockholder meetings, each stockholder shall have one vote for each share of stock he holds. He may vote in person or by proxy, named in writing and whose appointment is deposited with the Secretary who will record it in the minutes of the meeting.

Article 4

In all stockholder meetings a majority of shares must be represented to constitute a quorum for transaction of business; however, stockholders present at any meeting, although being less than a quorum may defer the meeting to another day and time.

Article 5

The President and Secretary of the corporation shall serve as president and secretary of the stockholders meetings unless the meeting determines otherwise. Any meeting of stockholders may, at any time, choose a president and secretary from among the gathering, and in consequence thereof the president will cease to serve of president and secretary of said meeting.

Part V

Amendments

Article 1

These by-laws or any one of its articles may be changed, amended, added to, or revoked at any stockholder meeting, provided that said change had been proposed and recorded at the previous session.

Part VI

Members

Any person may become a member of this corporation upon selection by the Administrative Council for the purchase of five shares of the corporate stock. Stock shall be sold only in quantities of five, ten, fifteen, and 20 shares. All stockholders shall be required to establish residence on the lands owned by the corporation.

Part VII

Duties of Officers

Article 1

It shall be the duty of the President to preside at all sessions of the Administrative Council as well as the general meeting of stockholders and to discharge those other functions which may be established by the Directors.

[The following By-Laws were translated by Liz Newcomb and complete the translation begun by George Taylor.]

Section VII. Continued

Article 2

For want or absence of the President, the Vice-President will perform the obligations that correspond to the former.

Article 3

The Secretary transcribes the minutes of the Board of Director meetings in the corporation book that exist for this purpose.

Will receive and maintain a ledger of all the amounts paid to the corporation and then turn over these collections to the Treasurer requesting a receipt for them.

It will also be the obligation of the Treasurer [sic - probably the Secretary] to take the correspondence of the corporation.

Article 4

It will be the obligation of the Treasurer to receive from the Secretary the corporation funds and to distribute the minutes conforming to the directions received from the Board of Directors and through orders signed by the Secretary and countersigned by the President.


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