We, JOSE ANTONIO GUEDES PEÑALVER, Venezuelan, of legal age,

single, from this address, occupation Security Supervisor and holder of the ID

ID number V-16.029.347; RIF V160293477, IVIS MAYREE VIELMAN

MONTILLA, Venezuelan, of legal age, single, of this address, of occupation

Secretary and holder of identity card number V-7.928.3808; RIF V079286083,

CYNTHIA CAROLINA MACHIARULO NIQUILARENO, Venezuelan, of legal age

age, single, from this address, of home occupation and holder of the ID card

identity number V-15890.877

Venezuelan, of legal age, married, residing at this address, occupation Plumber and holder

from the Identity card number V- 3.104.542; RIF V031045424, BENITO ELGADO

SERRANO, Venezuelan, of legal age, single, of this address, of occupation

Blacksmith and holder of identity card number V-12.085.119; RIF V120851191, for

In the middle of this document we declare: that we have agreed to establish as in

we do effect, a non-profit association, aimed at fulfilling objectives of

general social interest, which will have its domicile in the Miranda State, Cartanal parish,

Independence Municipality, which will be governed by the provisions contained in the

present statutory founding document whose clauses are drafted in the

following terms:

CHAPTER I.
NATURE, NAME, OBJECTIVE, ADDRESS AND DURATION.

FIRST: The Association shall be called 'CIVIL ASSOCIATION AGUAS DE LUIS'

"PRODUCT", being able to use either its full name or the abbreviation interchangeably.

A.L.T.A.C, as an acronym for identification. The Association is a legal entity of

non-profit private entity, of Venezuelan nationality and with its own assets

independent of its members, which pursues social and charitable purposes

SECOND: The purpose of the Association is to promote a broad program of

diagnosis, environmental protection, improvement of basic services, health and

any other area that involves the use of technologies through implementation and use

of technical and biological systems developed in Venezuela or in any country of

world, duly approved and accepted by public and private organizations that

they have competence in the subject, aimed at generating the greatest well-being of the

collective. Based on this object, provide technical, biological and

biotechnological tools to analyze, diagnose, improve the quality of life of the community. In

in this sense, it will promote the attendance of technological services, assisting either by themselves or by

intermediary of its members to the problem-solving, supporting plans, initiatives

or ideas both official and private that aim to improve the quality of life

from the community, carry out all those acts that are presumed to facilitate the

achievement of the fundamental objective of the Association. THIRD: The address of the

Association is in the Urbanization Luis Tovar, PRE-SCHOOL "ABILIO REYES".

parish Cartanal, Municipality Independence, Miranda State, which has character

national. FOURTH: The duration of the Foundation is thirty (30) years, counted from

from the date of registration of this document at the respective Registration Office

and may be extended as long as a members' assembly decides so. Its dissolution

It will proceed in accordance with the provisions established in its statutes and respective laws.

CHAPTER II.
OF THE HERITAGE.

FIFTH: The assets of the Foundation shall consist of: A) Movable property

and the properties that are contributed by the Founders at the time of their constitution; B) The

donations, contributions, inheritances, legacies and aid or official assignments or

particulars, in cash or in kind (movable and immovable goods received by the

Association); C) the capital gains obtained merely by the exercise of its

Association, as well as by the interests and rents that those assets produce, the

which in any case must be dedicated exclusively to the achievement of the objectives

identified in these statutes; D) The other assets or rights that it acquires

Association for any title. SIXTH: The assets that the Association receives for the

means expressed in any of the previous literals will be allocated to

fulfillment of its objectives, and its contribution will not compromise the achievement of such ends nor its

autonomy. UNIQUE PARAGRAPH. From the net results of each year, it will be allocated not

less than five percent (5%) for the establishment of a Prevention Fund.

It will be the General Assembly of Members that approves the amount of the referred fund.

which must be proposed by the Board of Directors as well as its destination for the year in

course, according to the program of activities approved by the General Assembly itself

of Members.

CHAPTER III
OF THE MEMBERS.

SEPTIMA: The Association will be made up of four (4) classes of members:

FUNDADORES

FOUNDERS: They are founding members who are designated as such in the

present Constitutive Act and sign it. ACTIVE MEMBERS: They are

active members those individuals, natural or legal, who express their will

to be and are admitted as such in accordance with these Statutes. The Board of Directors

will provide what is necessary for the registration process to be carried out in the minutes book

of the new active members; HONORARY MEMBERS: They are Members

Fees for those individuals, natural or legal, who are designated as such.

by the General Assembly of Members in recognition of their merits, to their

contribution to the good progress and consolidation of the Foundation, or how to get involved
to the activities of the same; BENEFACTOR MEMBERS: They are Members

Benefactors are individuals or legal entities that make donations in money or in kind.

species in favor of the Association, subject to acceptance of being a member. EIGHTH: The

Active Members of the Foundation join it through the nomination of a Member.

the Board of Directors, which must be approved by the majority of its members. The

application for Active Members must be submitted through communication to the

Board of Directors by the applicant recommending the admission of the nominated individual, who

must be properly identified therein. In any case, if the applicant is

Legal entity must accompany a copy of its Articles of Incorporation and Bylaws.

NOVENA: The status of Active Member is lost due to express refusal, due to death.

or for any of the following reasons: A) Failing to comply with the foundation's resolutions; B)

Lack of probity and/or rebellion; C) Engaging in acts harmful to morality and good conduct

customs; D) Willfully causing harm, provoking disorder and other random acts

against the good progress of the Association or against the legal order of the country: E)

Observe behavior that is detrimental to the interests of the Association; F) Use the

name of the Association for purposes different from those established in its statutes. In the

in the case of legal entities, they will lose their status as Active Members or

Benefactors, for liquidation and/or cancellation of the respective legal entity.

FIRST PARAGRAPH: In addition to the previously mentioned causes, the

the status of Active Member is also lost due to unjustified absence from three (03)

Consecutive Ordinary Assemblies, to which he/she has been duly summoned, without

having sent a valid excuse in writing to the Board of Directors or power for its

representation by another of its Members. SECOND PARAGRAPH: The Board

The board will decide the disaffiliation of any Active Member of the Foundation
under the clauses established in the literals and the decision must be ratified by the

General Assembly of Members.

CHAPTER IV.
FROM THE AUTHORITIES OF THE ASSOCIATION.

DECIMA: The Association, for better performance and compliance with its purposes and

The objectives will consist of: A) The General Assembly of Members; B) The Board

Directive; C) The Advisory Council; D) An Administrator or commissioner. TENTH

FIRST: The General Assembly of Members, which is the highest authority to set

plans and policies, is formed by all the Founding Members and

Assets. Every Founding and Active Member has the right to speak and vote in the Assembly.

General. In case of inability to attend, you may be represented by a power of attorney.

granted exclusively to another member of the same condition. Nevertheless, each

a member may be represented by a power granted exclusively to another member of

same condition. Likewise, each member may not represent more than two

powerful. Honorary Members and Benefactors may attend the Assembly

General with the right to speak but without voting rights. TWELFTH: The General Assembly

Members is the highest body of the Association and as such it is responsible for the

following functions: A) Determine the general orientations and policies to which

the activity of Association must be submitted, with a view to achieving its purposes; B) Study and

support the amendments to the Association's Statutes that are submitted for their

consideration by the Board of Directors, or by no less than thirty percent (30%) of the

Members; C) Study the annual report of the Association's work presented by the

Board of Directors; D) Study and support in its annual ordinary section the budget

In general, the balance and the economic report presented to you by the Board

Directive; E) Appoint, for periods of four (04) years, the members of the Board

Directive; F) Appoint the Administrator and the Substitute of this; G) Ensure the
compliance with the Statutes of the Association; H) Determine the amount of the Fund

Prevention and the destination that should be assigned to it, at the proposal of the Board of Directors;

I) Agree on the dissolution of the Association when the causes provided for occur.

the same in these Statutes; J) Decide on its Active Members, for the reasons

indicated in the ninth clause. THIRTEENTH: The General Assembly of

Members will meet in regular sessions two (02) times a year, specifically in the

months of March and October, without prejudice to the fact that by written request addressed to the

Board of Directors with one (01) month in advance, the majority of the Members request

the change of date for the holding of such ordinary sessions. In the same way, it

they will meet extraordinarily when convened by the Board of Directors, or to

request of the Consultative Council or from 30% of its Members. The call will be made

by written communication addressed to each of the members, with fifteen (15) days of

anticipation, or failing that, by a press notice in a circulating newspaper

national, in which the place, date, time, and the purpose of the meeting will be indicated. It will be formed

quorum to deliberate and decide with the presence or representation of fifty percent

one hundred and one (50%+1) of its members, unless determinations are to be made about

those included in literals 'H' and 'I' of the preceding clause, in which case it will be necessary

the presence of at least three quarters (3/4) of the members for the

quorum is validly constituted and decisions can be made. In any of the

In two cases, if quorum is not achieved in the first call, a

second call for the celebration of the Assembly, within the term of seventy and

the following (72) hours, being validly constituted with the presence of a

twenty percent (20%) of the members and their decisions will be valid and mandatory

compliance for all members of the Foundation. FOURTEENTH: The

Advisory Council is a high-level body that will be composed of eight (08)

Members. The title of advisor of the Association will be granted to those people who

they meet special conditions for this. FIFTEENTH: The Members of

The Advisory Council will last for two (02) years in the exercise of its functions, which

involves studying the general state of the Association, as well as evaluating the

compliance with its objectives, and to present to the General Assembly or to the Board

Directive on its conclusions and suggestions. SIXTEENTH: The Advisory Council is

will meet at least once every six (06) months at the request of the Board of Directors or

at least (03) three of its members. It will be convened by the President of the Association,

by means of written communication addressed to each of the Councilors with ten (10) days

skilful in anticipation, to the address that is registered in the books of the

Association. The president of the Association must be present at these meetings or he/she

will form a quorum to deliberate and decide with the presence of the majority of the

Advisors of the Association. If the required attendance is not achieved, the same Council

A new call will be issued within the next ten (10) days, in which

In this case, it may convene with only three (03) of its members. The Advisory Council may

meet anywhere and anytime, as long as the number of

required members. SEVENTEENTH: The Members of the Advisory Council

they will have the right to speak in the regular sessions of the Board of Directors and in the Assembly

General Members. OF THE BOARD OF DIRECTORS. EIGHTEENTH: The Board

The board will be composed of seven (07) main members and three (03) alternates.

elected for periods of four (04) years by the General Assembly of Members,

being able to be re-elected for equal periods. NINETEENTH: The Board of Directors

It will be composed as follows: One (01) President, one Vice President (01),

un Secretario (01), un Tesorero (01), tres Directores Principales (3), tres Directores
Substitutes (03). The temporary absences of the President will be covered by the Vice President, and

the absences of the latter will be covered by the directors in the order of

designation. For their part, the temporary absences of the main directors will be

covered by the deputy directors also in the order of their respective appointment.

The definitive absences of any of the members of the Board of Directors will be

covers in the same way as the temporary ones until the General Assembly convenes

of members and make the respective appointment in accordance with these statutes. The

substitute directors of the Board of Directors may attend its meetings with

right to speak but without voting. TWENTIETH: The decisions of the Board of Directors are

they will be adopted with the approval of the absolute majority of the members present with

right to vote. TWENTY-FIRST: The functions of the Board of Directors are: A)

Regulate the functioning of the Association; B) Designate the commissions, groups of

jobs, operational committees, and advisors that are deemed necessary to achieve the

objectives of the Association; C) Approve the annual activities program of the

Association, as well as the corresponding general budget that will be submitted to you

consideration by the President and/or by the Vice President; D) To present to the

General Assembly of members the annual activity report and the general balance

of the economic exercise; E) Delegate to the President, the Vice President or Directors

Mainly, the functions that they deem appropriate to provide greater agility to the

functioning of the Association; F) Call extraordinary meetings to the

General Assembly of members, when deemed appropriate; G) All the others that

assign this statutes or that are attributed by the General Assembly of Members.

TWENTY-SECOND: The Board of Directors will meet regularly on the first

week of each month, on the day and time convened by the President and/or Vice President.

Extraordinarily, when it has not been convened by the President and/or the
Vice President at the appropriate time, the rest of the members of the Board of Directors

may convene the meeting for the second week of the respective month. The Board

The board will validly convene with five (05) of its members and may appoint a

secretary outside of the womb. TWENTY-THIRD: The President and/or the Vice President

they are the legal representatives of the Association, they will be elected by the

General Assembly of members for periods of four (04) years being able to be

reelected. TWENTY FOURTH: The functions of the President and/or Vice President

acting jointly or separately, they are as follows: A) Ensure the

compliance with the objectives of the Foundation; B) Convene the Board of Directors in the

terms and opportunities provided in these statutes and to preside over their regular meetings

extraordinary; C) To present for consideration by the Board of Directors the appointment of the

committees, working groups, operational committees that it deems necessary to

achieve the objectives of the Association and propose its remuneration; D) The creation or

suppression of staff positions in the Association; E) sign labor and contracts

services that are necessary for the functioning of the Foundation; F) Present to the

General Assembly of Members on behalf of the Board, the balance sheet of

economic exercise examined, approved by the Treasurer, and the annual report of

activities; G) Present the annual budget to the General Assembly of Members and the

investment and expenditure project; H) To know the contributions made to the

foundation when these exceed One Hundred Tax Units (100 U.T.); I) Approve the

sections mentioned from which the officials become entitled

Institution, in accordance with the internal work regulations of Members of the

activities carried out by the Board of Directors; J) Celebrate the agreements or conventions with

other public or private institutions that are necessary for the

fulfillment of the Foundation's objectives; K) The opening, mobilization, and closure

financial; I) All other functions that the General Assembly of Members or the

Board of Directors assign. TWENTY-FIFTH: The Administrator or Commissioner will be

appointed by the Board of Directors for a period of two (02) years and may have one (01)

Substitute. Preferably, it should be a Certified Public Accountant or a related recognized profession.

moral solvency and will have access to all the documents of the Foundation. In case of

If this period ends without a replacement being appointed, they will continue in the exercise of their duties.

functions until the Board of Directors makes the respective designation. The Board

The directive will set their remuneration. The Commissioner and their Deputy cannot be members.

from the Foundation, nor be related within the fourth degree of consanguinity or

second of affinity with the members of the Board of Directors. TWENTY-SIXTH:

The functions of the Commissioner will be the following: A) Determine the rules for the

organization of the Accounting of the Foundation; B) Examine the operations,

inventories, balances, books, minutes, and other documents of the Foundation and

corresponding accounting vouchers, so that I can monitor properly

the accounting and management of the Foundation's assets and report to the Board about it

Directive; G) Advise the Assembly and the Board of Directors regarding the aspects

accountants of the Foundation; D) Carry out, verify the accuracy of the balances and reports

accountable and authorize them with a signature; E) Verify the cash count quarterly

the Foundation; F) Verify the verification of all investments and values of the

Foundation and those in its custody; G) Others as determined by the Law

Venezuelan or the General Assembly of Members; H) In the meetings of the Assembly and

The Board of Directors will have a voice but no vote.

CHAPTER V.

OF THE ECONOMIC EXERCISE.

one (01) calendar year and will start on January first of each year and will end on

thirty-first of December of the same year, except for the current year which is

It will start on the date this document is formalized. TWENTY-EIGHTH: The

The foundation will be dissolved: A) When the specific purpose indicated has been fulfilled or the deadline has passed.

fixed; B) When the assets disappear or become insufficient; C) When its purpose

becomes incompatible with the law o with the real situation; D)

By the will of the members of the Foundation, made by the majority.

special of the seventy five

(75%) of its components. In this case, approval must also be obtained.

of the advisory council

TWENTY-NINTH: The disposal of the assets remaining after payment

The external liability of the Foundation will be resolved according to what is established in Article 23.

of the Venezuelan Civil Code. GENERAL AND TRANSITIONAL PROVISIONS.

THIRTIETH: For all matters not provided for in these Statutes, the provisions will apply

contained in the Venezuelan Civil Code, the Norms of Common Law and the

General Principles of Law.