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c) Appoint and remove managers;d) Designate, if applicable, the oversight board;e) Resolve on the division and redemption of the ownership interests;f) Require, if applicable, supplemental and additional contributions;g) File against the company bodies or the partners the corresponding actions to claimdamages and lost profits;h) Amend the articles of association;i) Consent to the transfer of ownership interests and the admission of new partners;j) Decide on the increases and reductions of the company capital;k) Decide on the dissolution of the company;l) Decide all other matters corresponding to it pursuant to the law or the articles ofassociation.Except as agreed otherwise, the amendment of the articles of association may beresolved by the majority of the partners representing three-fourths of the company capital;however, when it involves a change in the corporate purpose or the imposition ofrules increasing the obligations of the partners, a unanimous vote is required.In practice, in the case of closed companies and those in which the partners belongto the same group, the partners meetings are held without the actual physical meetingof the partners or their representatives, in which case the partners or their representativesindicate the resolutions that should be adopted, such as the approval of thefinancial statements for the immediately prior fiscal year, approval of the certification ofthe oversight board in the event the company has appointed such a body, approvalof the board’s or sole manager’s report, and the ratification or change of members ofthe board of managers. For these purposes the partners or their representatives shouldsend a simple proxy letter designating one or more representatives. Once the aboveinformation is received, the partners meeting minutes are prepared which are sent forthe approval of the partners or their representatives and, once such draft minutes areapproved, they are transcribed into the partners meeting minute book. The minutesare signed by the acting chairman and secretary, who are generally the persons thatrepresented the partners.If the above-mentioned partners meeting minutes contain appointments or revocationsof appointments of members of the board of managers, of members of the oversightboard or of officers of the company, as well as the revoking and granting of powersor any resolution that amends the articles of association or any other act that by law mustbe recorded in a public instrument, such resolutions must be certified before a certifyingpublic officer and subsequently registered in the Public Registry of Commerce of thedomicile of the company.57Requirements for Establishing a Company in Mexico