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company, the increase or decrease of the capital stock, the change of corporate purpose,the change of nationality of the company, the transformation of the company, the mergerwith another company and spin-off from the company, the issuance of privilegedstock, the redemption by the company of its own shares and the issuance of dividendcertificates, the issuance of bonds, any amendment to the articles of incorporation andthe other matters for which the law or the bylaws require a special quorum.5.8. Call to Meetings64C H A P T E R I I IThe call to a shareholders meeting must be made by the sole director, the board of directors,or the examiners. The call to a general shareholders meeting, which should containthe agenda, is given by publication of a notice in the official gazette of the entity of thedomicile of the company or in a newspaper of major circulation in such domicile at least15 days prior to the date of the meeting. The report of the sole director or board of directorsmust be made available to the shareholders in the offices of the company. The resolutionsadopted by the general shareholders meeting will be null and void if the call tosuch a meeting was not made in accordance with the above requirements, unless at thetime the resolutions were adopted all of the shares of the capital stock were represented.In the case of stock corporations that belong to the same group of shareholders, inpractice a call to the ordinary or extraordinary shareholders meetings is not made, sincethe shareholders will be represented by an attorney-in-fact appointed through a simpleproxy letter, designating as representatives Mexican individuals or persons having theappropriate Mexican visa. Once the proxies are received by the shareholders and theirrepresentatives, the shareholders meeting minutes will be prepared, including thedesired resolutions, and these minutes will be sent for the approval and comments of theshareholders and their proxies. If the minutes contain resolutions that must be notarizedby law, their notarization will be requested, and once the public document recordingsuch resolutions is issued, it will be registered in the Public Registry of Commerce of thedomicile of the company in the cases when such is necessary.5.9. QuorumFor a general ordinary shareholders meeting to be considered legally convened on thefirst call, at least half of the capital stock must be represented and the resolutions willonly be valid when adopted by the majority of the votes present. If the general ordinaryshareholders meeting cannot be held due to the lack of a quorum, a second callwill be made for a subsequent date, indicating that it is a second call, and the meetingwill be convened with any number of shares represented therein; the resolutionswill be adopted by a majority of votes present.