ORIGINAL

CONSTITUTION OF “FUNDACIÓN IDEABORN”

ABBREVIATION “FUNDA IDEABORN”

In the city of Medellín, Department of Antioquia, Republic of Colombia, on the 23rd day of the month of February, Two Thousand and Ten (2010), by means of this private document that was presented personally for recognition of its content and signature, SOFIA ALEJANDRA GAVIRIA CORREA, acting as Legal Representative in her position of First Substitute for the Manager of the Corporation IDEABORN S.A.S., with Tax I.D. 900235957-7, Commercial Registration No. 21-402257-12, initially incorporated as a limited liability corporation via Public Document No. 1054 from June 5, 2008, given at the 28th Notary in Medellin, registered at the Medellin Chamber of Commerce on August 20, 2008, in Book 9, under number 11040; transformed into a Simplified Joint Stock Corporation by Minutes number 2 from March 3, 2009, given by a Meeting of the Board of Partners, registered at the Chamber of Commerce of Medellin for Antioquia on May 7, 2009, in book 9 under number 5737. The main domicile of this corporation is in Medellin, as appears on its Certificate of Existence and Legal Representation issued by the Chamber of Commerce of Medellín for Antioquia. Authorized by a meeting of the Board of Partners according to Minutes number 2 from December seven (7), Two Thousand and Nine (2009), an excerpt of which is attached to this document along with a Certificate of Existence and Legal Representation, do represent that I do constitute, in my current position of sole founding associate and, for until other associates exist, a foundation that will be called FUNDACIÓN IDEABORN and will be governed by the following bylaws:

FUNDACIÓN IDEABORN BYLAWS

CHAPTER I

NAME, NATURE, DOMICILE, OBJECT, DURATION,

ACTIVITIES AND EQUITY.

FIRST ARTICLE:

Name and General Framework.

The Corporation’s name is “FUNDACIÓN IDEABORN” and may use the abbreviation “Funda Ideaborn”.

SECOND ARTICLE:

Nature.

FUNDACIÓN IDEABORN. Is a private-law, not-for-profit foundation, with national scope within the Republic of Colombia, organized and governed according to Colombian law and these Bylaws.

THIRD ARTICLE:

Domicile:

The Foundation’s main domicile is in the municipality of Medellin, Department of Antioquia, Republic of Colombia, and it may open other offices within the Republic of Colombia and its areas of influence, both inside and outside Colombia’s territory.

FOURTH ARTICLE:

Purpose of the Foundation:

The Foundation’s main purpose consists of:

1. Promoting and disseminating human rights by performing actions to support local actors that work, among others, on the following topics:

  1. Strengthening systems for dialogue and conciliation that help in identifying the causes of social tensions and engaging participatory solution’s processes (transformative justice);
  2. Identifying synergies between alternative conflict resolution mechanisms and the ordinary courts with the view of enhancing the quality of justice, focusing especially on the most vulnerable populations. In this regard, it strives for enhancing coordination and complementarity among conflict prevention, restorative and retributive justice.
  3. Assisting vulnerable populations in understanding their rights, the State’s obligations towards them and their own obligations towards society (rights’ training);
  4. Assisting vulnerable populations in their process of accessing truth, justice and reparation when their fundamental rights have been violated (claiming their rights).

2. Promoting and disseminating human rights through the study of and direct assistance focusing, among others, on following topics:

  1. Designing public policies that will enable public and private collaborations in the development of actions for preventing social uprooting, exclusion and crime;
  2. Evaluating confinement systems and alternative methods for the deprivation of liberty;
  3. Analyzing international cooperation in the justice sector.

3. Promoting and disseminating human rights by designing and carrying out training courses, among others, on the following topics,:

  1. Preparation, dissemination, analysis of those compilation of laws, international conventions and covenants that frame the development and promotion of human rights, international humanitarian law, conflict prevention and good government.

4.Training in project management in general and in particular in the identification and implementation of initiatives related to strengthening the supply and demand of justice.

PERFORMANCE OF ITS PURPOSE: In order to achieve its purpose FUNDACIÓN IDEABORN may:

  1. Acquire any fixed assets, either personal property or real estate, required for the course of its business; encumber or restrict the dominion on its fixed assets, whether personal property or real estate, and sell them whenever their disposal may be advisable due to need or convenience;
  2. Acquire and use trade names, logos, brands and other industrial property related to the activities performed by the foundation and to the services its scope extends to; and if these are third party rights, enter into any corresponding industrial property usage or concession contracts;
  3. Concur in the constitution of other corporate persons, with or without the character of subsidiaries, or become involved with pre-existing entities, via monetary contributions, or contributions of goods or services, incorporate them or become incorporated into them, so long as the purpose of said entities is the exploitation of activities that are similar or connected to those that make up the foundation’s purpose or that are in some way directly related to its services, goods or activities;
  4. Take out cash loans and enter into all kinds of financial operations, either actively or passively, that will allow it to obtain the funds required for developing its business.
  5. Participate in requests for bids, invitations to tender or competitions put out by public or private entities, with authorization to enter into the contracts arising out of them. It may also create temporary joint ventures, consortiums or alliances for achieving these ends;
  6. Exercise the representation of persons or entities;
  7. Perform actions for directly supporting local entities that work with the following: rights dissemination, strengthening and social establishment of marginalized and vulnerable populations, topics related to crime prevention and strengthening the demand for justice; actions that serve to validate, contest and develop existing theories on these topics and obtain lessons that can revert to improving the lives of the inhabitants of the Republic of Colombia and which will also serve as direction or guidance for other latitudes, especially South America, Central America and Mexico.
  8. In the course of its purpose, the Foundation may obtain financing from cooperation agencies, such as embassies based in the country where the foundation is located to finance its projects and to provide practical training for experts. The Foundation may also carry out research, training and education initiatives, advisories, consulting and assistance in human rights, justice and support for marginalized populations.

FIFTH ARTICLE:

Orientation of the purpose: The activities of FUNDACIÓN IDEABORN ESTUDIOS focus mainly on benefiting the population of the Republic of Colombia and, especially, of the municipality of Medellin. Its programs are social development programs, as they affect this collective by promoting the improvement and development of the living conditions of people in society. The FUNDACIÓN IDEABORN as a not for profit entity will permit community access whenever it provides open access to its services and activities it performs in the course of its purpose, allowing third parties to benefit from them, under the same conditions as the members of the entity or their family members. As a foundation, its purpose will include training, intermediation, approaches, alliances and management activities in general, with public and private, domestic and international entities related to its corporate purpose.

SIXTH ARTICLES:

Activities:

In fulfillment of its purpose, the Foundation may carry out, among others, the following activities:

  1. Carry out all types of legal activities only limited by current legal and regulatory regulations.
  2. Promote the activities it performs within the framework of its corporate purpose.
  3. Contribute to studies aimed at strengthening, growing and modernizing justice-related processes.
  4. Provide information, training and education services or others indicated by its governing body, in order to promote the creation a culture of prevention and good legal practice.
  5. Enter into cooperation, consulting, advisory and research agreements and carry out joint programs with public or private, national and foreign entities.
  6. Make publications and disseminate its work and research.
  7. Any other activities that promote quick, reliable and safe access to justice.

SEVENTH ARTICLE:

Duration:

The Foundation will be of indefinite duration and will be dissolved in the manner and, for reasons defined in these bylaws and in the law, specifically due to the extinction of its equity.

EIGHTH ARTICLE:

Capability:

The Foundation will be capable of performing all actions and contracts necessary for developing its purpose and always strictly subject to the laws of the Republic of Colombia and others of mandatory enforcement, as well as to the contents of these bylaws.

Therefore, the Foundation will be sufficiently capable of acquiring or disposing of personal property or real estate, owning or encumbering properties, receiving and placing money at interest, importing or exporting, and performing all kinds of civilian and commercial operations.

Prohibition. In no case may the Foundation cover or guarantee the obligations of third parties with its signature or its property.

NINTH ARTICLE:

Equity:

The Foundation’s equity will be made up of:

  1. The initial fund, made up of a contribution of ten million pesos ($10,000,000) made by IDEABORN S.A.S. in this same act and in cash received entirely satisfactorily by the Foundation from the Founder or incorporator. This was accredited via a certificate issued by the foundation’s legal representative and the foundation or entity’s statutory auditor. This certificate is attached to this certificate of incorporation.
  2. The income and yields from the property it owns now and acquires in the future.
  3. Income received as consideration for services.
  4. The contributions and quotas made by the founder and third parties.
  5. Other goods, rights and income it may legally acquire as part of its purpose.

Amount of the Initial Equity: The initial Equity of FUNDACIÓN IDEABORN is contributed by IDEABORN S.A.S., with Tax I.D. 900235957-7, Mercantile Registry 21-402257-12. An amount equal to TEN MILLION PESOS ($10,000,000.00) Legal Colombian Tender. Its equity may be fed by any kind of legal private or public, national or international contribution that complies with national and international law, and with the controls put in place for this purpose.

IDEABORN S.A.S. was initially constituted as a limited liability corporation by public document number 1054 from June 5, 2008 given at the 28th Notary of Medellin, registered at the Chamber of Commerce of Medellin on August 20, 2008, in book 9 under number 11040, transformed into a simplified joint stock corporation by Act No. 2 of March 3, 2009 from a meeting of the Board of Partners, registered at the Chamber of Commerce of Medellin on May 7, 2009, in book 9 under number 5737.

CHAPTER II

DIRECTION AND MANAGEMENT

TENTH ARTICLE:

The Foundation’s Direction and Management will be the responsibility of the General Assembly, the Board of Directors and the Executive Director.

FIRST SECTION

REGARDIN THE GENERAL ASSEMBLY

ELEVENTH ARTICLE:

Composition:

The General Assembly will be the Foundation’s highest governing authority and will be made up of the Founding members, the ordinary members and the honorary members. Only founding and honorary members may attend the meetings with both a voice and a vote. Honorary members may attend meetings with the right to a voice and without the right to vote.

TWELFTH ARTICLE:

Meetings (types, summons, and quorum for deliberations and decision-making):

The meetings of the General Assembly may be ordinary or extraordinary. Ordinary meetings will be held once a year on any date during the first semester of the corresponding year. Extraordinary meetings will be held whenever deemed convenient by the Board of Directors, the Statutory Auditor or a number of founding or ordinary members representing at least thirty percent (30%) of such members.

A summons for ordinary or extraordinary meetings will be issued by the Foundation’s Executive Director via a written communication sent to the founding, ordinary and honorary members no less than eight (8) business days prior to the date on which the meeting is to be held. This communication may be sent by e-mail, fax, normal mail, or any similar medium.

If on the indicated day there were no quorum for deliberation, the Executive Director will proceed, in the same manner, to convene a new meeting, which must be held within the eight (8) business days following the day foreseen for the initial meeting.

For the first summons, a quorum for decision-making will exist for ordinary and extraordinary meetings when half plus one of the Foundation’s founding and ordinary members are present or represented;

When dealing with ordinary or extraordinary meetings where a second summons is required, a decision-making quorum will exist when 40% of the Foundation’s founding and ordinary members are present or represented;

If on the day set for the ordinary or extraordinary meeting for which a second summons was issued no quorum is present, the meeting must wait for an hour to go by from the time of quorum verification. After that hour, the General Assembly can deliberate and decide with any number of founding and ordinary members present or represented.

The General Assembly may meet validly on any day or at any location, without requiring prior notice, when all the founding and ordinary members are present and represented.

Except in cases where these Bylaws contemplate a different majority, and according to the contents of the previous entries in this Article, all Assembly decisions must be made with a favorable vote from a simple majority of the founding and ordinary members present or represented at the meeting.

Paragraph 1: The General Assembly may choose to hold distance meetings, in which case it must comply with the provisions of Articles 19 and 20 of Law 222/1995 the reforms the Code of Commerce.

Paragraph 2. For so long as no more than one (1) founding or ordinary member exists, the Assembly’s meetings will be single person meetings.

THIRTEENTH ARTICLE:

Powers:

Every founding and ordinary member may be present by proxy at General Assembly meetings, by means of a written power of attorney containing the name of the proxy who may substitute the member, if applicable, and the date of the meeting said power is granted for.

Paragraph: One agent may not represent more than five (5) persons in total.

FOURTEENTH ARTICLE:

Functions:

  1. The General Assembly will have the following functions:
  2. Elect, for two (2) year periods and using the electoral quotient system, the three (3) members of the Board of Directors, with their corresponding personal deputies.
  3. Reform the Foundations bylaws.
  4. Appoint the statutory auditor and its deputy for a period of one year.
  5. Dissolve the Foundation.
  6. Revoke the mandate of the Board of Directors, of one or more of its members or of an honorary or ordinary member due to faults, incompatibilities or non-compliance with the corporate purpose and nature of the Foundation. This revocation must be approved by an absolute majority of those present in the Assembly.
  7. Approve entry of a Pre-selected person as an active member. This will require unanimous approval from all present and, in any, case, a positive vote from IDEABORN SAS.
  8. Expel a founding member, or an ordinary member, which will require a positive vote from half the members present plus one and, in any case, a vote from IDEABORN SAS.
  9. All others that fall under its responsibility as the Foundation’s highest authority.

FIFTEENTH ARTICLE:

President:

The General Assembly will be presided over by the President of the Board of Directors; and in its absence, by the Vice-President of the Board of Director. In the absence of both of these, the person appointed by the Assembly for this purpose will preside over the Assembly.

SECOND SECTION

ON THE BOARD OF DIRECTORS

SIXTEENTH ARTICLE:

Composition:

The Board of Directors will be made up of three (3) principal members, and by three (3) personal deputies elected by the General Assembly. The principal members will attend meetings of the Board of Directors, and their deputies may attend with a voice but without a vote. In the event of a principal’s temporary or definitive absence, his or her personal deputy will replace him or her.

SEVENTEENTH ARTICLE:

Term:

The members of the Board of Directors will have a term of two (2) years, but may be reelected indefinitely.

The term of the members of the Board of Directors will begin on the business day immediately after the end of the General Assembly during which they were elected.

EIGHTEENTH ARTICLE:

Election:

The General Assembly will elect the Board of Directors’ principal and deputy members using the electoral ticket system and an electoral quotient scheme.

NINETEENTH ARTICLE:

Temporary and definitive absences and internal regulations of the Board of Directors:

Temporary and definitive absences:

In the event of temporary absences by one or more members of the Board of Directors, their personal deputies will act in their place.

In the case of the definitive absence of a principal member of the Board of Directors, their personal deputy will become the principal member for the remainder of the term the principal was elected for.

A definitive absence of a member of the Board of Directors will exist due to:

  1. Resignation
  2. Death
  3. Removal or exclusion of the active member they represent.
  4. Non attendance to three (3) consecutive meetings or five (5) non-consecutive meetings without written justification during one (1) year, unless their absence is due to Force Majeure, a serious illness or a domestic calamity. Nevertheless, the Board of Directors may exonerate the person who incurs in this sanction.
  5. Their own inclusion, or the inclusion of a company they represent, or their parent, subordinate or subsidiary company, on the OFAC list or complementary and/or similar list, in which case an immediate and absolute infringement will exist.

The Board of Directors will draw up its own regulations.

TWENTIETH ARTICLE:

President:

The Board of Directors will have a President and a Vice-President, elected by the Board itself out of its own members and for one (1) year terms.