Organization of Telecommunication Associations and Companies for Latin America

Constituting, with the name of “Organization of Telecommunication Associations and Companies for Latin America” (TEPAL) and in accordance with the laws of Panama Republic, an international association composed by associations and companies of paid television from North America, Central America, South America, the Caribbean and the Iberian Peninsula (henceforth the Organization).

The Organization will have as a head Office Panama City, Panama Republic

The Organization is a non profit organization and groups associations and companies of paid television from North America, Central America, South America, the Caribbean and the Iberian Peninsula, whose main objective is to represent the common interests of its members through:

• The interchange of information and services to achieve a better and more efficient result.
• The stimulus to association and companies that receive, record and/or broadcast signals or audiovisual material for them to acquire the rights to the legitimate owners.
• The promotion of exchange of cultural material among its members.
• Any other objective which tends to promote, develop, strengthen, execute, abide and carry out the main purpose of the Organization.
• The contracting of programs and/or channels for the commercialization and distribution among its members.
• The defense of free press and freedom of expression of all its members and of the activity of paid television.
• The defense of the Business Activity inherent to paid television in general.

In order to become a member of the Organization, it is required that the applying associations or companies comply with each one of the following requirements:

• To operate on a paid television system in North America, Central America, South America, the Caribbean or the Iberian Peninsula.
• To operate commercially a paid television system in their country complying with the requirements and formalities of the country.
• To have sign valid contracts with the legitimate owners of the programming rights they broadcast in the system they operate.
• To fill in the application form of the Organization.
• To pay the corresponding inscription fee.
• To be associations of Companies whose members comply with the aforementioned requirements, from (1) to (5).
• To be associations of Companies with more than 100,000 subscribers. The exceptions that can be made to this point could be approved by acceptance letters of the Dignitaries and Director sent to the Permanent General Secretariat.

The associations and companies that belong to the Organization will be active members.

Active members can invite companies that are not members of the Organization to their meetings and to the meetings of the Organization Committee as Observers, as long as such companies are related to the paid television business in North America, Central America, South America, the Caribbean and the Iberian Peninsula.

The Organization will have a Board of Associates composed by a Main and a Substitute Representative per each Association and Company Member of the Organization. Each Main and Substitute Representative will hold the position for the period determined by the Association or Company which they represent

The Board of Associates is the main authority of the Organization and will have the following faculties:

• Choosing the Dignitaries;
• Ratifying the Board of Directors;
• Approving and modifying the Statutes;
• Deciding and approving the merge or affiliation with other organizations;
• Approving the annual income, expenses and investment budget;
• Approving the expulsion of members of the Organization;
• Any other faculty the law or this Statute establishes.

The Board of Associates will have an ordinary meeting once a year, during the first semester o in the month where the Annual Convention is held and an extraordinary meeting when it is called by one fourth of its members or the Board of Directors.

The place or country where the meeting takes place will be announced in the appointed meeting. The meeting will be called by the President of the Organization no less than thirty (30) calendar days in advanced, except that the urgency of the meeting requires a shorter term.

In all meetings quorum will be constituted, the attendance of not less than half plus one of its members. Each Association and each Company is entitled to cast a vote. All Board of Associates resolutions must be passed by the affirmative vote of half plus one of the members present at the meeting, except in specific cases pointed out by this Statutes. The decisions adopted by the Board of Associates will be of specific performance of all its members.

The Board of Directors will be composed by four (4) Dignitaries, one (1) Main Director and one (1) Substitute Director per each Country Member of the Organization. The number of Directors that compose the Board of Directors will be increased each time an Association or Company of a new country within the Organization becomes Member or when an Association from a Country where there already is a Founder Country becomes Member, in which case two Main Directors and two Substitute Directors from the same country could be chosen or appointed. In the cases where the Founder Company is late with its payments for more than two years, will lose automatically the right to be part of the Board of Directors, even though they catch up on the payment.

The Substitute Directors must attend to the meetings of the Board of Directors only in replacement of the corresponding Main Director, during his/her temporal absence.

The Dignitaries will be chosen by the majority of votes during the annual meeting of the Board of Associates that corresponds to the period of two years established in these Statutes.

The Dignitaries must be chosen from the Main Directors and actives when the voting takes place, except from the current Organization Secretary, who can be reelected by the majority of the Members attending or properly represented in the Board of Associates.

The Main Directors and Substitute Directors of the Member Associations will be appointed by the corresponding Association of each Country, under the following criteria:

• The Main Director will be the President of the Association of each Member Country.
• The Substitute Director will be appointed by the President of the Association. In those Countries where there are two (2) Member Associations, the Substitute Director will be the President of the second Association in importance according to the number of Members and Subscribers it represents.

In Countries where there are no Associations or those Associations are not Members of the Organization, the Main Directors and Substitute Directors of the Member Companies of the Country will be chosen or appointed under the following criteria:

• Through Votes in each Country, where each members should be represented in the Organization of the corresponding Country.
• In Countries where there is only one company member of the Organization, the Main Directors and Substitute Directors will be appointed by the Board of Directors of the Member Company of the Country.
• In Countries where there is only one Company and then the inscription of other Companies is passed, the same criteria of Vote will be used to choose the Directors, after the formal acceptance of the new Company and as from the following voting period.
• In Countries where there are 2 or more Companies, the Substitute Director must be chosen by a different Company from the Main Director who is chosen in the Country.

All the designations and the result of the voting for Main Directors and Substitute Directors, must be notified in written to the Permanent General Secretariat within 30 calendar days, before the annual meeting of the Board of Associates. The Permanent General Secretariat will hand the list of designations and results of the Voting for President of the Organization, in order to be presented by the President in the Board of Associates meeting beforementioned for its ratification. The failure to execute the notification in the pre-established time will entail the Vacancies of the corresponding positions until the following period established in this Article for the Designation and/or Vote for Directors.

So that Associations and Companies can decide whether to choose or appoint their Directors in the Board of Directors, the companies must be with their installments accordingly.

Al the Main Directors and Substitute Directors of the Member Associations and Companies must attend to the Board of Associates meetings.

The Board of Directors will have the following functions:

• To give the guidelines to the Permanent General Secretariat for the daily operation of the Organization;
• To coordinate all the relations with other organization connected to the television industry;
• To promote in the media the existence and purposes of the Organization;
• To create the necessary committees;
• To execute the guidelines of the Board of Associates;
• To observe the fulfillment of the Board of Associates agreements;
• To hire the necessary personnel and Advisers for the Organization;
• To inform annually about its performance to the Board of Associates;
• To recommend the Organization’s annual budget to the Board of Associates and to proceed with its execution once approved;
• To watch over the Organization’s interests;
• To establish parameters for the negotiations required by the Organization;
• To sign in new members;
• To comply with all the functions assigned by the Board of Associates;
• To hire, to acquire, to market and to distribute programs and/ or channels for the members of the Organization;
• To organize and establish affiliated non profit companies for the achievement of the Organization objectives;
• To approve the incorporation of new members;
• To fix inscription, annual and special installments of the Organization;
• To appoint the Permanent General Secretary;
• Any other function assigned by the Board of Associates.

The Board of Directors will meet compulsory every six month for ordinary meetings and for extraordinary meetings whenever a meeting is called by the President or at least three of its Directors. The place or Country where the meeting takes place will be indicated in the appointed meeting by the Permanent General Secretariat.

In all meetings, quorum will be constituted by the presence of all plus one of its total members. Each Director and Dignitary, who is not Director, will have the right to vote. All the resolutions from the Board of Directors must be passed by the affirmative vote of half plus one of the members attending the meeting, except in the cases specifically pointed in this Statute. The decisions made by the Board of Directors will be compulsory.

The Dignitaries of the Organization will be: a President, a Vice President, a Secretary and a Treasurer. The legal representative of the Organization will be the President, in his/her absence, will be the Vice-President, the Treasurer or the Secretary in order.

The term of office for Dignitaries, Main Directors and Substitute Directors will be two years. TEPAL Directors will be re elected as follows:

• The Main Directors and Substitutes of the Associations of each Country will be re elected when the corresponding Association chooses or designates new representatives, for this reason they can be in their positions for more than two years.
• • The Main Directors and Substitutes of the Member Companies from each country will be re elected when the corresponding Company designates a new representative for countries where there is only one Member Company and by vote, as agreed on the Article 9º of these Statutes, when there is 2 or more Member Companies.
• • All designations and changes of Main Directors and Substitute Directors, of Associations and Member Companies should be made in written, by means of a note to the General Secretariat of the Organization.

Associations and Member Companies must have their installments duly paid to cast votes or designate their Director in the Board of Directors.

Dignitaries

President

The President chairs the Board of Directors and the Board of Associates of the Organization. The President represents the Organization and manages international relations with other associations, companies, press and general publications.

The President must promote the main objective of the Organization, according to Article 3º of this Statute. The President must carry out the functions pointed in Article 10º of this Statute and any other function assigned by the Board of Directors and the Board of Associates.

Vice-President

The Vice President assists the President when required and in the President absence, the Vice President represents and replaces him/her if necessary. The Vice President must promote the main objective of the Organization, according to Article 3º of this Statute. The Vice President must carry out the functions pointed in Article 10º of this Statute and any other function assigned by the President of the Organization.

Treasurer

The Treasurer has the function of supervising and controlling the handling of goods from the Organization, as well as representing the Annual Records before the Board of Directors and the Board of Associates. The Treasurer must promote the main objective of the Organization, according to Article 3º of this Statute. The Treasurer must carry out the functions pointed in Article 10º of this Statute and any other function assigned by the President of the Organization.

Secretary

The Secretary keeps the minutes from the Board of Directors and de the Board of Associates. The Secretary coordinates legal matters and formalizes minutes and certificates related to the Organization. The Secretary must promote the main objective of the Organization, according to Article 3º of this Statute. The Secretary must carry out the functions pointed in Article 10º of this Statute and any other function assigned by the President of the Organization.

Directors

Main Directors

The Main Directors must promote the main objective of the Organization, according to Article 3º of this Statute. The Main Directors must carry out the functions pointed in Article 10º of this Statute. The Main Directors must attend all meetings from the Board of Directors and the Board of Associates. The Main Directors must carry out any other function assigned by the President of the Organization.

Substitute Directors

The Substitute Directors assist the Main Directors when required and substitute them in their absence. The Substitute Director must attend all meetings from the Board of Associates. They must promote the main objective of the Organization, according to Article 3º of this Statute. They must carry out the functions pointed in Article 10º of this Statute and any other function assigned by the President of the Organization.

The Permanent General Secretariat resides in the Country where the Organization’s head office is and operates. It is run by the Permanent General Secretary.

The Functions of the Permanent General Secretary are the following:

• To run and manage the Permanent General Secretariat of the Organization, under the guidelines of the President of the Board of Directors of the Organization.
• To run and manage the daily administration of the Organization.
• To elaborate an operation and investment budget for the Organization.
• To carry out and maintain relations and correspondence with Organizations, Associations, Companies, Press, Publications and persons that have any kind of relation with the Organization.
• To coordinate the relations among the Members, the Board of Directors and the Board of Associates.
• To organize and prepare Annual Conventions, Seminars, Special Events, Magazines and Bulletins published by the Organization.
• To carry out all the necessary activities to accomplish the objectives of the Organization and the proper functioning of it.
• Any other function that the President of the Board of Directors of the Organization assigns.

The Board of Directors of the Organization can designate Permanent or Temporal Committees to carry out the specific commands determined by the Board of Directors.

The Board of Directors can also create Committees to negotiate prices and conditions for the contracting of programs and/or channels that are of common interest to the Member Associations and Companies of the Organization that have previously given their consent under the established parameters, each member will have the freedom to leave the negotiation.

The admission of new members to the Organization will be subject to the fulfillment of the requirements established in this Statutes and if the admission is not objected by more than half of the Associate Members. In the case of a Company from a Country without Members, the Board of Directors must approve the admission through an acceptance letter from the Directors and Dignitaries send to the Permanent General Secretariat.

The expenditures made by the Organization that are not in the budget, will be covered by extraordinary installments that will be proportionally established to the annual installment paid by each one of the Associations and each one of the companies. The Organization can adopt different criteria as long as it has the approval of at least half of its members.

Members of the Organization can only be expelled when its performance as a company causes a conflict with the purposes established in these Statutes or due to an outstanding debt. For the expulsion of a member of the Organization, it is required that the Board of Directors evaluates the reasons of the expulsion and, if approved by the Board of Directors, then will be left to the Board of Associates decision. The agreement of expulsion will require the affirmative vote of no less than half plus one of the members of the Organization.

The Organization will be able to take part in any other organization with similar interests in any part of the world.

The Organization can be dissolved at the Board of Associates called for that event. The agreement of dissolution must have the affirmative vote of two thirds of its members.

Once dissolved the Organization, the members of the Board of Directors will have the power of being fiduciary-liquidators and, in doing so, they will have all the faculties of a Universal Agent in order to carry out all the administrative and disposition acts required for the liquidation.

The rules and regulations of this statute related to the meeting, functioning, and decision making of the Board of Directors, are applicable to fiduciary- liquidators.

The liquidation product, once all bonds are paid and cancelled, will be distributed among charity works and donations to charity institutions according to what the fiduciaries- liquidators decide about the goods.

Once the liquidation is finished, the fiduciaries – liquidators will register the event through an official document, that will be inscribed in the Public Register and whose inscription will end the existence of the Organization.

These Statutes can be modified with the approval of at least two thirds of the affirmative votes of the total of the Organization active members, with their installments paid accordingly and attending the meeting or represented, gather in the Board of Associates specially called for such event.