Common use of Powers: Number and Election of Directors Clause in Contracts

Powers: Number and Election of Directors. The operations of the Company will be performed by the Board. The number of directors of the Company must be periodically established in accordance with the By-laws of the company and may be increased or reduced from time to time in accordance with the By-Laws, so long as the number of directors is no less than three nor greater than seven, except as otherwise provided in this Article 5. The election of the directors does not necessarily have to be by the written vote except and in accordance with what is established in the By-Laws. The directors will be divided into three classes, designated as Class I, Class II and Class III. Each class will consist, as much as possible, of one third of the total number of directors forming the Board. The term of the initial Class I Directors will end in the year 2006; the term of the initial Class II Directors will end in the year 2007 and the term of the initial Class III directors will end in the year 2008. The functions of the initial class will be determined by the Board of Directors. In each ordinary shareholders’ meetings the successors of directors whose term has ended on such ordinary meeting and the term of the successors will be of three years. If the number of directors changes, every increase or reduction will be distributed among the classes so that the number of directors in each class remains as uniform as possible, but under no circumstance will a reduction in the number of directors reduce the term of a director occupying its position. Each director will exercise his/her functions until the ordinary meeting of the year in which his/her term expires and until his/her successor is elected and qualified; however, this will be subject to death, resignation, retirement, incapacity or dismissal of such director from his/her position. In case any of the bearers of any class or series of preferred shares has the right, through a separate class vote, to elect directors, as specified in Article 4, then the provisions of such class or series of shares will apply with respect to its rights. The number of directors that the bearers of any of those classes or series of preferred shares can elect will be in addition to the fixed number set forth in the preceding paragraph of Article 5. 5.2