1E9Ct5D

4.4. The Management of the CompanyOne or more managers will be responsible for the management of the limited liabilitycompany. Such managers may be partners or they may be from outside of the company.When just one manager is appointed, such manager will be called the sole manager,and when two or more managers are appointed, they will form a board ofmanagers.The appointment of the managers is temporary and, unless otherwise agreed, the partnersmeeting can revoke their appointment at any time, appointing others. When for anyreason no managers have been appointed, it will be understood that the management ofthe company is the responsibility of the partners.If the limited liability company is managed by a board of managers, the resolutionswill be adopted by a majority of votes of the appointed managers.56C H A P T E R I I I4.5. The Partners MeetingThe partners meeting in the limited liability company is the supreme body of the company.The resolutions are adopted in the partners meeting, on the first call, by a majorityof votes of the partners representing at least half of the company capital, unless thebylaws require a greater majority. On the second call, the partners meeting can adoptresolutions by a majority of votes, whatever the proportion of the capital represented.Every partner has the right to participate in the decisions of the meetings and enjoysone vote for each peso he contributed to the company or multiple thereof.The partners meetings will be held in the company domicile at least once a year duringthe period stipulated in the articles of association. The meetings will be called by themanagers, and if they do not do so, by the oversight body, and if the latter fails to do so,by the partners representing more than one-third of the company capital.Unless otherwise agreed, the calls to meetings will be made by certified letters withacknowledgement of receipt and shall contain the agenda and be sent to each partner atleast eight days prior to the date of the meeting.The articles of association may indicate the cases in which the holding of a partnersmeeting is not necessary. In this case the partners can send the text of the resolutions ordecisions by certified mail. However, if partners representing more than one-third of thecompany capital so request, a partners meeting must be called, even if the articles ofassociation only require a vote by mail.The partners meeting has the authority to:a) Discuss, approve, amend or reject the general balance sheet for the closed fiscal yearand take, for such purposes, the measures it considers appropriate;b) Undertake the distribution of profits;