text:
<?php

use Imagine\Gd\Imagine;
use Imagine\Image\Box;
use Imagine\Image\Point;

use Drawille\Canvas;

use Fab\SuperFab;

class ImagePrinter
{
    private $image;
    private $threshold;
    private $ratio;
    private $invert;
    private $fab;

    public function __construct($image, $threshold = 385.2, $ratio = null, $invert = false, $fab = false) {
        $this->image = $image;
        $this->threshold = (float) $threshold;
        $this->ratio = $ratio;
        $this->invert = $invert;
        $this->fab = $fab;
    }

    public function run($terminalWidth, $terminalHeight) {
        $imagine = new Imagine();
        $image = $imagine->open($this->image);

        $size = $image->getSize();
        $width = $size->getWidth();
        $height = $size->getHeight();

        if ($this->ratio) {
            $ratio = (float) $this->ratio;
            $width = floor($width * $ratio);
            $height = floor($height * $ratio);
            $image->resize(new Box($width, $height));
        }

        else {
            $height_ratio = $terminalHeight * 4 / $height;
            $width_ratio = $terminalWidth * 2 / $width;
            $ratio = min($height_ratio, $width_ratio);

            if ($ratio < 1.0) {
                $width = floor($width * $ratio);
                $height = floor($height * $ratio);
                $image->resize(new Box($width, $height));
            }
        }

        $canvas = new Canvas();

        for ($y = 0; $y < $height; $y++) {
            for ($x = 0; $x < $width; $x++) {
                $color = $image->getColorAt(new Point($x, $y));
                $total = $color->getRed() + $color->getGreen() + $color->getBlue();

                if (!$this->invert ^ $total > $this->threshold) {
                    $canvas->set($x, $y);
                }
            }
        }

        if ($this->fab) {
            $fab = new SuperFab();
            echo $fab->paint($canvas->frame()), "\n";
        }

        else {
            echo $canvas->frame(), "\n";
        }
    }
}

?>


text:
Testimonials › ADA-Compliant Bath Fixtures
Seachrome
CuVerro Copper Spurs Patient Safety Alliances
When national sales manager Doug Carmichael talks about the success of Seachrome and its ADA-compliant product lines, the conversation begins and ends with the value of the company's enduring relationships with its customers.
"It is really the key," Carmichael says. "For 50 years, we've seen ourselves as an extension of our customers' businesses. That kind of thinking makes us want to do our best every day in every way."
That kind of thinking, to follow on with Carmichael's train of thought, is exactly what brings CuVerro® and Seachrome together.
"We're hearing lots of concerns about infection – particularly MRSA – across the full spectrum of our market," Carmichael asserts. "Hospitals, nursing homes, assisted living facilities, health clubs: they all worry about the risk of infection for their patients and patrons."
For Seachrome, CuVerro helps answer that concern. The antimicrobial copper alloy is a potent weapon in the fight to help prevent the spread of deadly bacteria that cause infections. CuVerro continuously kills 99.9% of bacteria it contacts, including MRSA. Where antimicrobial copper is used for surfaces on grab bars, soap holders, towel hooks, sinks and other fixtures, the surfaces are much cleaner.
"CuVerro is a lifesaver, and it is such a great fit for our mission." Doug Carmichael, Seachrome
That's why Seachrome sees CuVerro as a significant value add for the lines of ADA-compliant bath fixtures for which the company is so widely known. Seachrome prides itself on producing comfortable, durable, safe and stylish bath accessories. With CuVerro, they will be able to add "healthy" to their set of prime product descriptors.
According to Carmichael, a line of bath products made with CuVerro has been developed. "We've done several jobs now and it has helped us learn how to 'bend' the copper into stylish accessories in line with our brand." The medical center at the University of Louisville is Seachrome's latest client.
Carmichael firmly believes that the demand for infection-fighting products is on the rise. Two factors are at work, he thinks. First, there isn't a satisfactory preventative for MRSA, a germ that can cause severe illness ... even death ... and it resists all known antibiotics.
Scientists believe that MRSA and other infections that are contracted in health care facilities may kill 75,000 hospital patients each year. At $47,000 per episode, the problem results in $147 billion of annual expense.
The other driver, he believes, is the Affordable Care Act and its quality care requirements. Hundreds of major hospitals have paid large monetary penalties because their infection rates are too high. "We think that CuVerro accessories will help the hospitals address this problem," Carmichael says.
"Now that we know how to manufacture stylish copper products, we hope to formally introduce and market a CuVerro line to our customers. The alloy is a lifesaver; and it is such a great match for our mission."
About Seachrome: Seachrome products effortlessly blend safety, security and comfort with a versatile range of style options that are equally at home in Aging in Place residential remodels, upscale hospitality properties, or commercial, municipal, healthcare and institutional applications. Learn more about Seachrome's ADA-compliant product lines at www.seachrome.com.
Contact us today to learn more about CuVerro products or manufacturing opportunities.

redpajama_set_name: RedPajamaCommonCrawl


Though schools provide furnished apartments, the utilities are the responsibility of the teacher. Utilities include gas, water, electricity, landline and cell phone, cable and internet. Gas, water and electricity together range from a total of $40-$70 USD per month, depending on usage, the season (in winter the gas bill is higher because of heating) and the size of the apartment. Cell phone bills depend on usage,but the average monthly bill is about 40,000~60000 won. While basic TV cable is inexpensive around $20 USD in most locations, high-speed cable internet varies by company, usually between $35 and $45 USD per month. Installation is free.


CASA's new Director of Aviation Safety, Mark Skidmore, knows exactly when his passion for aviation was ignited: 20 July 1969. 'I saw man landing on the moon, and I decided I wanted to be an astronaut,' he said. 'The only problem was there were no Australian astronauts at the time.' A career flying aircraft was a natural solution, and since his ex-merchant mariner father dissuaded him from his first thought of joining the navy to fly, asking 'Why join the navy when the air force has more aircraft?', he 'ended up in the air force'.
Skidmore is equally unequivocal as to why he put up his hand to be the head of CASA. 'I saw it as an opportunity to be part of an organisation that is critical for the safety of aviation in Australia.' He is reticent to elaborate on the skills he brings to the role, believing the task of identifying those belongs rightly to others.
Skidmore's tenure is very new: Flight Safety Australia spoke to him on day three of the new job, but he is clear on CASA's role. 'I see it as maintaining and enhancing the safety of aviation in Australia: pure and simple.' In the month before his official start date, he did a lot of pre-appointment reading, looking at the history of CASA, and its predecessor, the CAA; at government reports and coronial inquiries.
The theme of cost relates to Skidmore's commitment that while pursuing necessary regulatory reform, for example, the financial impact on the aviation community and CASA will be an important consideration. The aim is to keep related costs as low as possible, while not compromising the achievement of the best possible safety result.
The third of the themes—complexity—relates to the acknowledgment that while legal requirements may dictate how some regulation is developed and presented, CASA will try to ensure that it provides clear, jargon-free explanations of what people have to do to comply.
It would be interesting to see if the commitment to a just culture and cooperative consultation filters down to the bulldogs that are damaging CASAs relationship with the industry.
I personally remain sceptical, if the walk is walked and not just talked about, I will be very pleasantly surprised.
My compliments on a well articulated and industry sensitive approach. The future looks bright.


text:
Bally CEO to Tout Swiss Heritage
LONDON — Berndt Hauptkorn is ready for a new challenge.
The newly appointed Bally CEO — who oversaw parent company Labelux's purchase of the Swiss brand in April 2008 — said he is eager to continue building the label in the luxe market.
"The Labelux [CEO] job, where I acquired four companies, [Solange Azagury-Partridge, Derek Lam, Zagliani and Bally], was definitely an exciting time of my career," he recalled. "However, other companies such as Solange Azagury-Partridge are businesses that are still in relative startup mode, while Bally was the biggest investment and is the largest company in the portfolio and it is where I can add greatest value."
Hauptkorn is filling the vacant spot left by CEO Marco Franchini, who departed in the spring.
As he begins his new role, the executive told Footwear News that he plans to play up the 158-year-old brand's heritage.
"Swiss values can be leveraged to create a solid positioning in this marketplace," Hauptkorn said. "The brand balances different elements and profiles, with [Creative Director] Brian Atwood adding excitement to each of the products. But excitement also needs to come from classic products, which are user-friendly and functional."
Hauptkorn's strategy is typical of luxury brands in this challenging economic climate, explained Ilaria Alber-Staetten, CEO of Provenance, a London-based luxury brand consultancy. "As a general rule there has been a move back to core values, heritage and provenance, as brands return to their own individual stories in a bid to differentiate themselves," she said.
With Europe accounting for 40 percent of net sales and Asia making up 38 percent, these are the areas where Hauptkorn will concentrate his efforts in 2010. He said he plans to optimize Bally's position in Switzerland, German-speaking markets and Asia, and will relocate flagships in certain cities, such as Vienna and Rome. "We will … put our money where the image is built," Hauptkorn said.
In the U.S., Paulette Garafalo, who was recently appointed CEO of Bally Americas, which accounts for 10 percent of Bally net sales, will report directly to the CEO. "Paulette will be great in the States, and we see potential in growing our department store business there," Hauptkorn said.


We're a little over halfway through 12 Days of Giveaways. The prize pack keeps getting bigger and bigger! You can sign-up on the giveaway page.
Using presumably wizardry, Google is releasing a new beta-program called Google Earth Studio where people can use Google Maps scans to create 3D animations. It's like having the world's best drone at your fingertips.
Joey dropped a brand new tutorial covering how to create a render bot in After Effects. Using this technique you can give your clients the power to edit, render, and share After Effects projects without ever opening up the software.
Ready to get serious about expressions? Animoplex has created an incredible free library of tutorials covering various expressions in After Effects.
The teams at Maxon and After Effects have won a technical Oscar for their software achievements. Does this mean the After Effects and Cinema 4D splash screen will have a laurel on it now?
Hat Tip: I'd like to thank Liam and Kyle and my mom and dad for always believing in me. Who am I forgetting here... music fades up.
This isn't exactly motion graphics, but...um… you should see it. That's all we're going to say.
Justin Cone sent out a goodbye letter on Motionographer this week. Justin's work in the Motion Design industry can't be praised enough. If you're an artist in the Motion Design world you've undoubtedly been helped by Justin's work.
Frame.io just published a book about modern video workflows featuring interviews with experts from all over the creative world. This is gold.
Need a quick character illustration for a motion project? Pablo Stanley dropped a free mix-and-match illustration kit for free online. They are also free to use on commercial projects. So… yay.
Hat Tip: Liam "The Humaaan"
Adobe's video applications now support ProRes exporting on Windows machines. This is a HUGE update for PC users.
As a fan of School of Motion you probably agree that Toto's 'Africa' is the best song ever written. So you can imagine the heartbreak that flooded our emotions when EJ shared this song. Why… just... why?!
This week's Alumni spotlight is Deanna Reilly! Deanna is an Ireland-based Motion designer that wants to use the power of explainer videos to show the world how learning can be fun! You can find more of her work here.
Today's student spotlight is Diego de Arruda! Diego said "After Effects Kickstart is blowing up my mind! Already knew some After Effects, but now I'm more precise in the process." Here's an example of his work in the course. Great job Diego!
Last week we dropped 12 Days of Giveaways, Joey dropped a brand new tutorial on creating an automated render bot in After Effects using Templater from Dataclay, and we sat down with Abbie Bacilla to hear how her motion design journey took her from Alabama to New York.
Want to get this news sent to you inbox each week? You can subscribe to Motion Mondays by creating a free student account here at School of Motion. Just click 'Register' at the top of the page.
Have any suggestions for Motion Mondays?
If you've seen any amazing work, know of any cool news, or think we should feature a particular tool or trick in Motion Mondays, hit us up on Twitter @schoolofmotion, or e-mail us at [email protected]. We're always on the lookout for cool MoGraph-related happenings.


Our corporation since its inception, constantly regards solution excellent as organization life, constantly increase creation technology, increase merchandise good quality and continually strengthen business total quality management, in strict accordance while using the national standard ISO 9001:2000 for Pure L-Citrulline DL-Malate,Nitric Oxide Production,Amino Acid Nutrition L-Citrulline DL-Malate. our happiness comes from our clients satisfaction rather than how much money we earn. Ours team will do best for you always.
Our firm since its inception, normally regards item top quality as company life, constantly make improvements to generation technology, improve product excellent and repeatedly strengthen organization total good quality management, in strict accordance with the national standard ISO 9001:2000 for L-Citrulline DL-Malate. The product will supply to all over the world, such as: Netherlands,Saint Vincent and the Grenadines,Greenland. We set a strict quality control system. We've got return and exchange policy and you can exchange within 7 days after receive the wigs if it is in new station and we service repairing free for our solutions. You should feel free to contact us for further information and we are going to give you competitive price list then.


YUCCA ROOT. A root vegetable, Yucca Root is hugely popular here at the Monkey Mansion. It has a waxy outer skin and the meat inside is similar in consistency to that of the meat inside a coconut, though a bit harder. The taste is very woody with a hint of sweetness. Try it, I think you'll be surprised!
For preparation, peel the waxy skin off of just the portion you intend to feed, with a carrot/potato peeler or paring knife. Then, simply cut and serve. Pop a piece of aluminum foil over the cut end and place in a plastic baggy for storage in your crisper. It will last for at least a couple of weeks, if not longer.


text:
Punch =
    Class.new(
    {
        __includes = {Solid, Simple}
    }
)

function Punch:init(args)
    if not args then
        args = {}
    end

    Simple.init(
        self,
        {
            pos = args.pos,
            size = Size(16, 16),
            -- use 0,0 for this instead of the default offset values
            offset = Vector()
        }
    )
    Solid.init(
        self,
        {
            priority = 1,
            type = "punch",
            damage = args.damage or 5,
            bound = args.bound or Bound(Size(10, 10, 10)),
            query = args.query
        }
    )

    -- how much we're going to push back whatever the punch hits
    self.force = args.force or Vector(100, 0, 100)
    self.sfx = love.audio.newSource("assets/sfx/impact.wav", "static")
    -- need to manually specify self.flipped here because we're not inheriting from Drawable
    self.flipped = args.flipped or "right"

    return self:impact()
end

function Punch.filterCollisionQuery(item)
    -- filter is defined here because the filter function required by queryCube is different from the filter function used/required by Solid
    local filter =
        Solid.generateFilter(
        {
            categories = {
                penguin = false
            },
            types = {
                fireball = false,
                punch = false,
                block = false
            }
        }
    )

    -- filters out only items explicitly defined as "false" in filter above
    local collisionType = utils:defaultIfEmpty(filter.types[item.type], filter.categories[item.category])
    return utils:defaultIfEmpty(collisionType, true)
end

function Punch:impact()
    -- used for checking if a punch connects with something
    local punched = false

    -- apply force in the proper direction
    if self.flipped == "left" then
        self.force.x = -self.force.x
    end

    local collisions, len =
        global.world:queryCube(
        self.bound.pos.x,
        self.bound.pos.y,
        self.bound.pos.z,
        self.bound.size.width,
        self.bound.size.height,
        self.bound.size.depth,
        self.filterCollisionQuery
    )
    for _, col in pairs(collisions) do
        -- apply force to every object found via a collision that wasn't filtered
        if not self.query then
            col.momentum.x = self.force.x
            col.momentum.y = self.force.y
            col.momentum.z = self.force.z
        end

        -- hurt objects configured to be hurt by punches
        if lume.find(col.predators.categories, self.category) or lume.find(col.predators.types, self.type) then
            if not self.query then
                if col:canBeHurt() then
                    self.sfx:play()
                    col:hurt(self.damage)
                end
            else
                -- just report back if we're in "query" mode
                punched = true
            end
        end
    end

    -- comment this line to debug bound boxes with the "debug" signal
    self:destroy()

    return punched
end

redpajama_set_name: RedPajamaGithub


text:
Subcutaneous panniculitis-like T-cell lymphoma: MRI features and literature review
Benjamin D. Levine, Leanne L. Seeger, Aaron W. James, Kambiz Motamedi
Subcutaneous panniculitis-like T-cell lymphoma (SPTCL) represents a rare subclassification of peripheral T-cell lymphoma (PTCL). We present a case of a 21-year-old female who presented with a 1-month history of pain in the left buttock and hip, tender left inguinal lymph nodes, fevers, and night sweats. Percutaneous core needle biopsy was diagnostic for SPTCL with CD8+ cells positive for cytotoxic granules. Magnetic resonance imaging (MRI) features of SPTCL with a review of the literature are discussed.
Skeletal Radiology
Panniculitis
Subcutaneous panniculitis-like T-cell lymphoma
T-cell lymphoma
Dive into the research topics of 'Subcutaneous panniculitis-like T-cell lymphoma: MRI features and literature review'. Together they form a unique fingerprint.
Subcutaneous panniculitis-like T-cell lymphoma Medicine & Life Sciences 100%
Magnetic Resonance Imaging Medicine & Life Sciences 38%
Peripheral T-Cell Lymphoma Medicine & Life Sciences 26%
Large-Core Needle Biopsy Medicine & Life Sciences 25%
Buttocks Medicine & Life Sciences 23%
Sweat Medicine & Life Sciences 22%
Hip Medicine & Life Sciences 15%
Levine, B. D., Seeger, L. L., James, A. W., & Motamedi, K. (2014). Subcutaneous panniculitis-like T-cell lymphoma: MRI features and literature review. Skeletal Radiology, 43(9), 1307-1311. https://doi.org/10.1007/s00256-014-1879-5
Subcutaneous panniculitis-like T-cell lymphoma : MRI features and literature review. / Levine, Benjamin D.; Seeger, Leanne L.; James, Aaron W. et al.
In: Skeletal Radiology, Vol. 43, No. 9, 09.2014, p. 1307-1311.
Levine, BD, Seeger, LL, James, AW & Motamedi, K 2014, 'Subcutaneous panniculitis-like T-cell lymphoma: MRI features and literature review', Skeletal Radiology, vol. 43, no. 9, pp. 1307-1311. https://doi.org/10.1007/s00256-014-1879-5
Levine BD, Seeger LL, James AW, Motamedi K. Subcutaneous panniculitis-like T-cell lymphoma: MRI features and literature review. Skeletal Radiology. 2014 Sep;43(9):1307-1311. doi: 10.1007/s00256-014-1879-5
Levine, Benjamin D. ; Seeger, Leanne L. ; James, Aaron W. et al. / Subcutaneous panniculitis-like T-cell lymphoma : MRI features and literature review. In: Skeletal Radiology. 2014 ; Vol. 43, No. 9. pp. 1307-1311.
@article{713ee5feae6144ccace3fcb12655edd5,
title = "Subcutaneous panniculitis-like T-cell lymphoma: MRI features and literature review",
abstract = "Subcutaneous panniculitis-like T-cell lymphoma (SPTCL) represents a rare subclassification of peripheral T-cell lymphoma (PTCL). We present a case of a 21-year-old female who presented with a 1-month history of pain in the left buttock and hip, tender left inguinal lymph nodes, fevers, and night sweats. Percutaneous core needle biopsy was diagnostic for SPTCL with CD8+ cells positive for cytotoxic granules. Magnetic resonance imaging (MRI) features of SPTCL with a review of the literature are discussed.",
keywords = "Imaging, MRI, Panniculitis, Subcutaneous panniculitis-like T-cell lymphoma, T-cell lymphoma",
author = "Levine, {Benjamin D.} and Seeger, {Leanne L.} and James, {Aaron W.} and Kambiz Motamedi",
journal = "Skeletal Radiology",
T1 - Subcutaneous panniculitis-like T-cell lymphoma
T2 - MRI features and literature review
AU - Levine, Benjamin D.
AU - Seeger, Leanne L.
AU - James, Aaron W.
AU - Motamedi, Kambiz
N2 - Subcutaneous panniculitis-like T-cell lymphoma (SPTCL) represents a rare subclassification of peripheral T-cell lymphoma (PTCL). We present a case of a 21-year-old female who presented with a 1-month history of pain in the left buttock and hip, tender left inguinal lymph nodes, fevers, and night sweats. Percutaneous core needle biopsy was diagnostic for SPTCL with CD8+ cells positive for cytotoxic granules. Magnetic resonance imaging (MRI) features of SPTCL with a review of the literature are discussed.
AB - Subcutaneous panniculitis-like T-cell lymphoma (SPTCL) represents a rare subclassification of peripheral T-cell lymphoma (PTCL). We present a case of a 21-year-old female who presented with a 1-month history of pain in the left buttock and hip, tender left inguinal lymph nodes, fevers, and night sweats. Percutaneous core needle biopsy was diagnostic for SPTCL with CD8+ cells positive for cytotoxic granules. Magnetic resonance imaging (MRI) features of SPTCL with a review of the literature are discussed.
KW - Imaging
KW - MRI
KW - Panniculitis
KW - Subcutaneous panniculitis-like T-cell lymphoma
KW - T-cell lymphoma
JO - Skeletal Radiology
JF - Skeletal Radiology


Thank you for choosing EzriRx. The below are our Terms of Service. We request that you read the below and agree to them prior to using our service. You agree that by registering with EzriRx and/or using EzriRx Services, you consent to this Terms of Service.
"Buyer" refers to a party that intends to sell Pharmaceutical Products to Sellers.
"Lawful Transaction" refers to transactions that comply with the applicable federal and state laws, including the federal Food, Drug, and Cosmetic Act (Drug Supply Chain Security Act), Controlled Substances Act, and other federal and state laws, such as state laws requiring licensure of wholesale distributors.
"Parties" refers to both Sellers and Buyers.
"Pharmaceutical Products" means any articles marketed or distributed by the Seller, or returned by the Buyer, intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in man or other animals, or any articles other than food intended to affect the structure or any function of the body of man or other animals, or articles intended for use as a component of any article specified above (e.g., drugs or medical devices).
"Seller" refers to a party intending to sell Pharmaceutical Products to Buyers.
"Services" means any activity intentionally conducted by EzriRx that are intended to bring benefits to the Seller or the Buyer through the EzriRx platform.
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For any disputes between EzriRx and a Party, the dispute shall be resolved through binding arbitration rather than litigation in court. The arbitration will be conducted by the American Arbitration Association (AAA) and it will be governed by the AAA's applicable rules.
The Parties agree to conduct all its dispute resolution proceedings on individual bases, and not through a class action.
As specified in Section 8, EzriRx is not a party to the transactions between the Parties. In any dispute between the Parties, each Party shall release EzriRx and its agents and employees from any and all claims and demands for damages, including but not limited to all actual and consequential damages.
You agree to indemnify, defend and hold harmless EzriRx, including its agents and employees, from and for any disputes, claims, penalties, judgments, and costs resulting from your engagement in any of the Prohibited Acts described in Section 3, any other violation of this Terms of Service, or any other conduct that harms or had the potential of causing harm to EzriRx or its employees in a reasonable person's view.


A Discourse of the Pastoral Care. Written by the Right Reverend Father in God, Gilbert, Lord Bishop of Sarum.
The passing of the Toleration Act meant that the dissenters could 'no more be forced' to conform (Pastoral Care, 101). Although, Burnet argued, it did not absolve the dissenters from the obligation laid upon them by the laws of God and the gospel to maintain the unity of the church, it was now up to the Church of England to win them back. The best way to achieve this was if the clergy 'were stricter in our lives, more serious and constant in our labours, and studied more effectually to Reform those of our Communion, than to rail at theirs' (ibid.). Burnet set out the function and character of the clerical profession as described in scripture, the primitive church, and the Church of England. He suggested a number of books which young men ought to read in preparation for ordination. He then stated the appropriate labours of a clergyman, and ended with a short discussion about preaching" (Oxford DNB).


Sunset Ridge is a small gated community and is only 20 minutes from Disney World. Located just off HWY27, with easy access to Interstate 4, this is a great place to explore all that the Orlando theme parks area has to offer.
This gated community features 381 single family homes. While many of the homes are owned by people from all over the world who use them for vacations for themselves and their guests, many are owned by people that permanently live in Sunset Ridge.
Being in the heart of the number one family travel destination, you will always be able to enjoy world-class entertainment, outlet mall shopping, championship golf courses, magnificent museums, and world famous dining.


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Home > Corporate Governance > Corporate Governance Policies
Corporate Governance Code
Grupo Supervielle has adopted a Corporate Governance Code to put into effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors.
The Corporate Governance Code follows the guidelines established by the CNV and the Central Bank.
To access the Corporate Governance Code* please Click here.
Significant Differences of Corporate Governance
Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (1) we must have an audit committee meeting the independence requirements of Rule 10A-3, subject to specified exceptions; (2) our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (3) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; and (4) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards. The table below briefly describes the significant differences between our corporate governance practice and the NYSE corporate governance rules, applicable to U.S. domestic companies.
Significant Differences of Corporate Governance Click here.
Grupo Supervielle has an Integrity Program for the Prevention of Corruption that promotes honesty and transparency in the relationship with the Public Administration in order to prevent any act that can be understood as an act of bribery, influence peddling or any other way of corruption, establishing zero tolerance for this type of behavior.
The Integrity Program is composed of the following elements:
Policies that establish guidelines in this regard, such as the Code of Ethics, the Gift and Commercial Travel Policy from Clients, the Donation Policy and the Purchasing Policy.
Action guidelines in the Interaction with third parties / Public Sector. Specific rules and procedures to prevent wrongdoing in the area of auction processes, in the execution of administrative contracts or in any other interaction with the public sector / Due Diligence of Third Parties Intermediaries
Staff training.
Internal investigations.
Ethics and Values Line as a whistleblower channel.
Accounting Controls.
Manifestation of third parties intermediaries adhesion.
Grupo Supervielle has also adopted a Code of Ethics and an Internal Conduct Code, each designed to establish guidelines with respect to professional conduct, morals and employee performance.
To access the Code of Ethics please Click here.
(*) Information available in Spanish only
The Grupo Supervielle Ethics Line
The Grupo Supervielle Ethics Line is an anonymous and independent information service, to communicate any irregular fact that affects the interests of Grupo Supervielle. It seeks to channel information related to behavior inconsistent with corporate values, guaranteeing the independence, confidentiality and anonymity of the people who decide to use it.
Ph: 0800-777-7813
Website: www.eticagruposupervielle.kpmg.com.ar
User: supervielle
Password: supervielle
Policy on Communication with Investors, Confidentiality and Use of Privileged Information
The Policy on Communication with Investors, Confidentiality and Use of Privileged Information is intended to help ensure that the Company and the Group Staff meet requirements by establishing procedures and guidelines.
To access the Policy on Communication with Investors, Confidentiality and Use of Privileged Information please Click here.
Policy on Related Party Transactions
The Policy on Related Party Transactions is intended to define the general guidelines applicable to related party transactions so that said transactions are carried out with transparency, equity and fairness, are duly recorded in the financial statements and are conducted according to good corporate governance practices, in line with corporate principles and values, the Corporate Governance Code and other policies issued by the Board of Directors.
To access the Policy on Related Party Transactions please Click here.
Policy on Conflicts of Interest
The Policy on Conflicts of Interest is intended to define the reference framework to prevent and manage conflicts of interest so as to avoid or limit its negative impacts on the interests of Grupo Supervielle S.A.
To access the Policy on Conflicts of Interests please Click here.
Policy on Business Gifts and Entertainment
Grupo Supervielle is committed to fostering an integrity culture that promotes strict compliance with the laws, regulations, internal codes and good practices applicable to the industry. In that sense, it is against, and has zero tolerance for, corrupt practices both in the sphere of the relations with the public administration and with private companies. The Policy on Business Gifts and Entertainment prohibits those practices that may be deemed as contrary to this integrity culture.
To access the Policy on Business Gifts and Entertainment please Click here.
To access terms of reference of the Head of Internal Audit Click here
To access terms of reference of the Compliance Officer Click here
Policies and Prevention of Money Laundering
Corporate policy to prevent money laundering and terrorist financing ( PLAFT )
The concept of money laundering is generally used to denote transactions intended to introduce criminal proceeds into the institutional system and thus to transform profits from illegal activities into assets of a seemingly legitimate origin.
On April 13, 2000, the Argentine Congress passed Law No. 25,246 (as amended, including by Laws No. 26,087; 26,119; 26,268 and 26,683 (the "Anti-Money Laundering Law")), which defines money laundering as a type of crime. In addition, the law, which supersedes several sections of the Argentine criminal code established severe penalties for anyone participating in any such criminal activity and created the UIF, establishing an administrative criminal system.
Below is a summary of certain provisions regarding the provisions of the anti-money laundering regime set forth by the Anti-Money Laundering Law, as amended and supplemented by other rules and regulations, including regulations issued by the UIF, the Central Bank, the CNV and other regulatory entities. Investors are advised to consult their own legal counsel and to read the Anti-Money Laundering Law and its statutory regulations. The UIF is the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different crimes and the financing of terrorism. The Argentine Criminal Code defines money laundering as a crime committed by any person who exchanges, transfers, manages, sells, levies, disguises or in any other way commercializes goods obtained through a crime, with the possible consequence that the original assets or the substitute thereof appear to come from a lawful source, provided that their value exceeds Ps.300,000, whether such amount results from one or more related transactions. The penalties established are the following:
imprisonment for three (3) to ten (10) years and fines of two (2) to ten (10) times the amount of the transaction;
the penalty provided in section (i) shall be increased by one third of the maximum and a half of the minimum, when (a) the person carries out the act on a regular basis or as a member of an association or gang organized with the aim of continuously committing acts of a similar nature, and (b) the person is a governmental officer who carries out the act in the course of his duties;
if the value of the assets does not exceed Ps.300,000, the penalty shall be imprisonment for six (6) months to three (3) years.
The Argentine Criminal Code also punishes any person who receives money or other assets from a criminal source with the purpose of applying them to a transaction, making them appear to be from a lawful source.
In line with internationally accepted practices, the Anti-Money Laundering Law does not merely assign responsibility for controlling these criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as banks, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-capturing functions.
According to the Anti-Money Laundering Law, the following persons, among others, are subject to report to the UIF: (i) financial institutions and insurance companies; (ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and sale of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, companies managing investment funds, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or remittance of different types of currency or notes; (v) governmental organizations, such as the Central Bank, the Argentine Tax Authority, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (vi) professionals in economics sciences and notaries public; and (vii) individuals and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.
Individuals and entities subject to the Anti-Money Laundering Law must comply with some duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practices of the field involved, as well as to the experience and competence of the parties who have the duty to inform, are those transactions attempted or consummated that, having been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless its amount)); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secret, or legal or contractual confidentiality agreements. The Argentine Tax Authority (AFIP) shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases the UIF shall request that the federal judge holding authority in a criminal matter order the AFIP to disclose the information in its possession.
Argentine financial institutions must comply with all applicable anti-money laundering regulations as provided by the Central Bank, the UIF, and, if applicable, the CNV. In this regard, in accordance with Resolution No. 229/2014 of the UIF, both the Central Bank and the CNV are considered "Specific Control Organs". In such capacity, they must cooperate with the UIF in the evaluation of the compliance with the anti-money laundering proceedings by the legally bound reporting parties subject to their control. In that respect, they are entitled to supervise, monitor and inspect such entities, and if necessary, to implement certain corrective measures and actions. Resolution 121/2011 issued by the UIF, as amended ("Resolution 121"), is applicable to financial entities subject to the FIL, to entities subject to the Law No. 18,924, as amended, and to individuals and legal entities authorized by the Central Bank to intervene in the purchase and sale of foreign currency through cash or checks issued in foreign currency or through the use of credit or payment cards, or in the transfer of funds within or outside the national territory. Resolution No. 229/2011 of the UIF, as amended or supplemented by Resolutions No. 52/2012 and 140/2012 ("Resolution 229"), is applicable to brokers and brokerage firms, companies managing common investment funds, agents of the over-the-counter market, intermediaries in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets. Resolution 121 and Resolution 229 regulate, among other things, the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions.
Resolution 121 and Resolution 229 set forth general guidelines in connection with the client's identification (including the distinction between occasional and regular clients), the information to be requested, the documentation to be filed and the procedures to detect and report suspicious transactions.
The Central Bank and the CNV must also comply with anti-money laundering regulations set forth by the UIF, including reporting suspicious transactions. In particular, the Central Bank must comply with UIF Resolution No. 12/2011, as supplemented by, among other resolutions, Resolutions No. 1/2012 and No 92/2012, which, among other things, sets forth the Central Bank's obligation to evaluate the anti-money laundering controls implemented by Argentine financial institutions (with the limitation of access to the reports and records of suspicious operations, which are, as explained above, confidential and subject only to the UIF's supervision), and lists examples of what circumstances should be specifically considered in order to establish whether a particular transaction may be considered unusual and eventually qualified as suspicious.
Central Bank regulations require Argentine banks to take certain minimum precautions to prevent money laundering. Each institution must have an anti-money laundering committee, formed by a member of the Board of Directors, the officer responsible for anti-money laundering matters (oficial de cumplimiento) and an upper-level officer for financial intermediation and foreign exchange matters (i.e., with sufficient experience and knowledge on such matters and decision-making powers). Additionally, as mentioned, each financial institution must appoint a member of the Board of Directors as the person responsible for money laundering prevention, in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority and reporting any suspicious transactions to the UIF. Notwithstanding the officer's role as a liaison with the UIF, all board members have personal, joint, several and unlimited responsibility for the entity's compliance with its reporting duties with the UIF. In addition, this officer will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations in financial institutions and its subsidiaries.
In addition, pursuant to Communication "A" 5738 (as amended and supplemented) of the Central Bank, Argentine financial institutions must comply with certain additional "know your customer policies." In this sense, pursuant to such Communication, under no circumstance may new commercial relationships be initiated if the "know your customer policies" and the risk management legal standards have not been complied with. In addition, in respect of the existing clients: if the "know your customer policies" could not be complied with, the Argentine financial institution must discontinue operations with such client (i.e. terminate the relationship with the client in accordance with Central Bank's regulations for each type of product) within 150 calendar days as of the notice of such circumstances. Operations do not have to be discontinued when the "know your customer" policies are complied with in such period or when simplified due diligence procedures were implemented pursuant to applicable laws. Furthermore, pursuant to this Communication, Argentine financial entities must keep the documentation related to the discontinuance for 10 years and include in their prevention manuals the detailed procedures to initiate and discontinue operations with clients in accordance with the above-mentioned additional "know your customer policies" implemented.
The CNV Rules (as amended in September 2013) include a specific chapter regarding "Prevention of Money Laundering and the Financing of Terrorism" and state that the persons set forth therein (Negotiation Agents, Clearing and Settlement Agents (which are stockbrokers), Distribution and Placement Agents, Manager and Custody Agents of Collective Investment Funds, Brokerage Agents, Collective Depositary Agents, issuers with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respect to the identity of contributors and/or creditors and the origin and legality of the funds so contributed or loaned) are to be considered legally bound to report under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering and terrorism financing, including resolutions issued by the UIF, presidential decrees referring to resolutions issued by the United Nations Security Council in connection with the fight against terrorism and the resolutions (and its annexes) issued by the Ministry of Foreign Affairs. In addition, CNV Rules impose certain restrictions in connection with payment arrangements (limiting, among other things, the cash amount that the entities set forth therein could receive or pay per day and per client, to Ps.1,000) and impose certain reporting obligations.
In addition, the CNV Rules establish that the above-mentioned entities shall only be able to carry out any transactions contemplated under the public offering system, when such transactions are carried out or ordered by persons organized, domiciled or resident in dominions, jurisdictions, territories or associated States included in the cooperating countries list contained in Executive Decree No. 589/2013, section 2(b). When such persons are not included in such list and in their home jurisdiction qualify as registered intermediaries in an entity under control and supervision of a body that carries out similar functions to those carried out by the CNV, they will only be allowed to carry out such transactions if they provide evidence indicating that the relevant securities and exchange commission in their home jurisdiction has signed a memorandum of understanding for cooperation and exchange of information with the CNV.
For an extensive analysis of the money laundering regime in effect, investors should consult legal counsel and read Title XIII, Book 2 of the Argentine Criminal Code and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For such purposes, interested parties may visit the websites:
Argentine Ministry of Economy and Public Finance (www.mecon.gob.ar)
UIF(www.uif.gov.ar)
CNV (www.cnv.gob.ar)
Central Bank (www.bcra.gov.ar)
BYLAWS of "GRUPO SUPERVIELLE S.A."
SECTION ONE: Inversiones y Participaciones S.A., a sociedad anónima governed by these bylaws and such legal rules and regulations as may be applicable, continues carrying on business under the name of "Grupo Supervielle S.A."
SECTION TWO: The registered office of the corporation shall be located within the City of Buenos Aires.
SECTION THREE: The duration of the corporation shall be 99 (ninety-nine) years as from the date of registration thereof with the Registro Público de Comercio [Public Registry of Commerce].
SECTION FOUR: The purpose of the corporation shall be to do and perform in its own name or on behalf of, or otherwise associated with, any third party, whether within or without the country, the following acts and doings: Financial matters:
Capital contributions either in cash or in kind to any legal entity already organized or to be organized in the future, whether under its control or not (subject to the limitations set forth by Section 30 and related sections of Argentine Law 19,550) or to individuals, and to buy notes, shares of stock, debentures and any kind of securities, grant any guarantees and/or other security, organize or transfer secured loans, whether secured by any collateral or otherwise, except for any such act as is contemplated under the Argentine Law of Financial Entities and any other act which must be the subject of a public tender. The corporation may also exercise powers of attorney, representations and other agencies in relation to any kind of transactions which are contemplated in the purposes of the corporation, and manage and administer assets and businesses of corporations, individuals or other entities established within the country or abroad. The corporation will, in furtherance of the corporate purpose, have full legal capacity to enjoy rights, undertake obligations and to do and perform all and any acts other than those which are prohibited by law or by these bylaws.
SECTION FIVE: The capital stock is Pesos two hundred forty-eight million nine hundred and seventy thousand five hundred and twenty-eight ($ 248,970,528) represented by One hundred and twenty-six million seven hundred and thirty-eight thousand one hundred and eighty-eight (126,738,188) common, nominative non-endorsable Class A shares of one ($ 1) of nominal value each and entitled to five votes per share, and for One hundred twenty-two million, two hundred and thirty-two thousand, three hundred and forty (122,232,340) ordinary, nominative, non-endorsable Class B shares of a peso Nominal value each and entitled to one vote per share. The capital stock may be increased by resolution of the meeting of shareholders, up to five times the amount thereof pursuant to Section 188 of Argentine Law 19,550, provided that any such corporate action taken in order to increase the corporate capital stock shall be duly entered on notarial records as a public deed. As long as the corporation is duly authorized to publicly offer its shares, the corporate capital stock: (a) shall be in such an amount as shall result out of the subscription of the then most recently capital increase duly approved, provided that any development of the capital stock shall be reflected on the financial statements of the corporation; (b) may be increased, under Section 188 of Argentine Law 19,550, up to any amount upon resolution validly adopted by the annual meeting of the shareholders of the corporation, and no amendment shall be necessary to be made to the corporate bylaws. At the time of each capital increase, the terms of the shares to be issued in connection therewith shall be determined, provided that the power of issuance of any such shares in one single act or otherwise in a series of transactions, as well as the form and terms of payment thereof, may be delegated to the board of directors, whenever it may deem it suitable but in no case later than two years from the date of the meeting of shareholders. As long as the corporation is duly authorized to publicly offer its shares, the meeting of shareholders may approve the issuance of options in respect of any shares to be issued or convertible securities and delegate to the board of directors the determination of the terms and conditions of issuance thereof, any rights to be granted thereby, the pricing of the options and of the shares which may be purchased thereunder, and also any other matter which may be delegated to the board of directors pursuant to applicable law.
SECTION SIX: a) The shares of stock of the corporation may be common or preferred shares. Common shares may be issued in two classes: Class A and Class B. Class A shares entitle their holders to cast 5 (five) votes per share at all meetings of shareholders, unless otherwise provided for by law. Class B shares entitle their holders to cast 1 (one) vote per share at all meetings of shareholders. Preferred shares may be issued with or without voting rights and may also be divided into classes. At the time of exercising their voting rights (whether provisionally or permanently), preferred shares shall be respectively voted to such effect, as part of the class to which they belong. Preferred shares may entitle their holders to receive a preferred dividend, cumulative or noncumulative, pursuant to their terms of issuance. Further, an additional share in corporate profits may be determined. Upon any transfer of shares of the corporation or the occurrence of any event as a result of which the relevant qualification or shareholding thereof shall change, such circumstance shall be reported to the Central Bank of the Argentine Republic and to any other such agency as may be applicable. b) The board of directors shall, upon request of any holder of common Class A shares, convert the whole or a part of such holder's common Class B shares at a ratio of one Class B share per each Class A share of the corporation, provided, however, that the board of directors shall have prior to any such conversion verified that there is no restriction or other limitation to act in such respect. c) Holders of common or preferred shares of each class shall enjoy a preemptive right in respect of shares of the same class to be issued, in proportion to their holdings. This preemptive right, and the accretion right, shall be exercised subject to the conditions and within the term set forth by applicable law a regulations, or otherwise within such term as may be established by a special meeting of shareholders in accordance with applicable law in case the corporation is subject to public offer rules and regulations. d) Class A special rights: The affirmative vote of two thirds of Class A Shares, notwithstanding any percentage of capital that such Class A shares may represent, shall be necessary for the corporation to take valid action on: (i) the consolidation of the corporation with any other entity; (ii) the voluntary dissolution of the corporation; (iii) the transfer of the registered office and/or fiscal domicile to a foreign jurisdiction; (iv) a material change of the corporate purpose. e) Duty of information: Any person who shall directly or indirectly acquire by any means or title any Class B shares or securities issued by the corporation which are convertible into Class B shares ("security" means for purposes hereof, without limitation, any debenture, corporate note and share coupon) as a result of which such person shall become entitled to control more than three per cent (3%) of Class B shares shall, no later than five (5) days as from any such purchase whereby said limit was exceeded, report such circumstance to the corporation, and otherwise comply with any other requirement as may be in effect according to capital markets applicable rules and regulations. The date of the transaction, price, number of shares so purchased and any intention of the buyer to purchase more shares or obtain the control of corporate decision rights given by Class B shares of the corporation shall also be reported. If buyer is composed of a group of individuals, the members of such group shall be identified. This information herein contemplated shall be given in connection with any purchase made after any relevant information was originally given, in case that the number of Class B shares reported on the last date on which any information was given shall again have been exceeded. (f) Amortization of Shares: the total or partial redemption of integrated shares is authorized, which must be carried out in the terms provided for in article 223 of Law 19,550 or that other legal provision that replaces or modifies it and those other terms that may determine the board of directors; (G) Public Tender Offers: In any event a public tender offer is made on any class of ordinary shares of the Company, the difference in voting rights between one class and another class of shares shall be reasonably weighted for the purpose of the determination of the price to be offered to its holders.
SECTION SEVEN: As long as the shares of the corporation are registered shares, share and interim certificates to be issued shall contain the information contemplated under Sections 211 and 212 of Argentine Law 19,550. A single share certificate may represent more than one share. The board of directors of the corporation shall decide from time to time that shares of the corporation shall be converted from registered shares to book-entry shares, in which case the register of shareholders of the corporation may be kept by the corporation or by any other entity, as the board of directors may determine.
SECTION EIGHT: In case of delay in payment of the capital stock, the board of directors is hereby empowered to proceed pursuant to the provisions of Section 193, last paragraph, of Argentine Law 19,550.
SECTION NINE: The business and affairs of the corporation shall be managed by a board of directors composed of such number of members as shall be fixed by the meeting of shareholders, provided that there will be not less than 3 (three) and not more than 9 (nine) members. The meeting of the shareholders may appoint an equal or lesser number of alternate members who shall hold office for the same term than the regular members, and shall act in case of absence of any regular director for any reason, in the order of their appointment. In the event that the shareholders' meeting decides to appoint members of less than six (6), they will have a term of office for 2 (two) years and will not proceed to the stepped renewal of the members of the board. In the event that the shareholders' meeting provides for the appointment of members in a number equal to or greater than six (6) but less than nine (9) (i) they shall have a term of office for two (2) years; and (ii) they shall be renewed annually in halves in the event of an even formation of the board, or by the immediate whole number less than half or immediately greater than half, as applicable in each year in turn, in case of an odd formation of the board. In the event that a shareholders' meeting appoints 9 (nine) members: (i) they shall have a term of office for three (3) years, and (ii) shall be renewed annually by thirds. In no case, will be renewed less than 3 (three) directors at each opportunity. The first meeting that determines the number of directors in 6 (six), 7 (seven) or 8 (eight) from the approval of the reform of this article (although the reform is not yet registered), will decide which of the new directors that elect will have a mandate for one or two years, in order to allow the renewal in halves. The shareholders' meeting that determines the number of directors in 9 (nine) will decide which of the new directors that elect will have a mandate for one, two or three years, in order to allow the renewal by thirds. The directors in their first session after the shareholders'meeting that elected the directors shall appoint between the same the Chairman and the Vice-Chairman or if he considers it advisable, a First Vice-Chairman and another Second Vice-Chairman; all may be reelected. The Vice-Chairman, or in his case the First Vice-Chairman, replaces the Chairman and in turn the Second Vice-Chairman to the First Vice-Chairman, in cases of absences or impossibility. In the absence of these directors, the board of directors shall designate the director to act in such capacity. The Board of Directors shall take valid action with the presence of its members at the meeting or attending by any other means of communication which may allow them to hear, see and speak to each other simultaneously. In order to determine if the required quorum is present at any meeting, all members present thereat and those participating by means of remote communication shall be considered, notwithstanding they may be within the country or abroad. The minutes of any such meeting held as mentioned above shall be issued and signed not later than five days from the date of the meeting, by all directors present at the meeting the by the representative of the Statutory Auditors' Committee. Directors who participated by means of remote communication may sign the minutes of the meeting, provided, however, that the failure to do so shall not affect the validity of the meeting and of any resolution duly adopted thereby. The minutes of the meeting shall include all statements made by the directors present and by those participating by means of remote communication, and shall also state their votes casted for or against each matter resolved thereby. The statutory auditors' committee shall, through its representative at the meeting of the board of directors, state in the minutes of the meeting the name of the directors who may have participated by means of remote communication and the validity of all decisions taken thereat. The remuneration of the board of directors shall be fixed by the meeting of the shareholders. All directors may be reelected. A meeting of the board of directors may be called by the chairman whenever he may deem it necessary, provided that provisions of Section 267 of Argentine Law 19,550 shall in all cases be complied with. Any discussions shall be registered in a special minutes book, to be signed by the members present at the meeting. The shareholders' meeting may assign individual functions to one or more directors individually or by forming special committees for the purposes of article 274, second paragraph, of Law 19,550.
SECTION TEN: As security for the due performance of their duties as such, each regular director shall post a bond for the benefit of the corporation, in an amount to be determined by the meeting of shareholders, not less than such sum as may be established by applicable legal rules and regulations then in effect, provided that any such guarantee shall be created subject to the conditions and in the manner set forth by applicable law and regulations. Directors appointed as alternate members shall not be required to give any guarantee until the time that they shall actually hold office in substitution for any regular member, for such remaining term as may be applicable.
SECTION ELEVEN: The board of directors shall be vested with the necessary authority to govern the corporation and dispose of its assets. To this end, the board of directors shall have the most ample powers to perform any acts or enter into any contracts in relation to the corporate purpose, including transactions with banks and any other official, private or hybrid lending entities, and any of the actions referred to in Section 1881 of the Argentine Civil Code, Section 9 of Decree Law 5965/63, and Sections 72, 73 and 75 of the Argentine Criminal Code. The board of directors may, if such action is deemed advisable and necessary and/or legally applicable, decide to create and organize an executive committee and other board committees, establish the duties and limits to the activities thereof within the authority granted thereto pursuant to the corporate bylaws and applicable law, and establish the internal rules of such bodies. The board of directors may grant powers of attorney to one or more persons, either members of the board or not, in relation to any matters specifically set forth in their respective powers of attorney.
SECTION TWELVE: The Chairman of the board is the legal representative of the company. In case of absence or impediment of this one, it will be replaced automatically by the First Vice-Chairman or the Second Vice-Chairman or to the Director designated in the terms of article 9, who will exercise all the functions that this Bylaws grants to the Chairman. In the event of a tie in the voting of the matters submitted for consideration by the board of directors, the Chairman, Vice-Chairman or the Director appointed for that purpose shall, in the cases in which is acting in such capacity, have a double vote.
SECTION THIRTEEN: The statutory auditors' committee shall be a permanent body, responsible for the surveillance of the management actions of the corporation. It shall have three (3) regular and three (3) alternate members, who shall hold office for a term of one (1) year and may be reelected. Their respective compensation shall be established by a shareholders' meeting. Members of the statutory auditors' committee shall be replaced in case of disability, absence or vacancy by any of the alternate members. The statutory auditors' committee shall have the authority and powers conferred thereto under applicable law. It shall hold meetings not less than once every three (3) months. The attendance and favorable vote of not less than two (2) members shall be required for the committee to hold meetings and adopt resolutions, notwithstanding any rights, powers and duties conferred by law to a dissenting member. Any resolutions adopted by the committee shall be recorded in a minutes book that shall be kept for such purpose. The statutory auditors' committee may appoint one of its members as its representative, in particular in connection with the provisions of Section 294, paragraphs 3, 5 and 6, of Argentine Law No 19,550.
SECTION THIRTEEN BIS: The audit committee contemplated under Argentine Law No 26,831, as amended and supplemented, shall be composed of three regular directors and an equal or lesser number of alternate directors, who shall be appointed by the board of directors from its own number by a plurality of votes. Directors knowledgeable about financial, accounting or business matters may be members of the committee. In case of a public offering of the corporation's shares, the audit committee must have a majority of independent members, pursuant to the criteria established in this connection by the Rules of the Argentine Securities Commission. The Company must arbitrate the means, in case of replacement of the regular directors, to guarantee the existence of independent alternate directors to be part of the audit committee. The members of the audit committee, at their first meeting after the board meeting that elected them, shall appoint a chairman among them, who, in the event of a tie in the voting of matters submitted to the committee, shall have a double vote. A quorum of not less than two members shall be required for the audit committee to hold meetings validly. In all events, resolutions shall be adopted by a majority of attending members. The committee may hold meetings validly if its members are physically present at the corporate principal place of business or at any other place where they may agree to meet, either within the country or abroad, or else, when not physically present at any such place, if they are able to speak to and hear and see each other by means of any communication equipment allowing for a simultaneous transmission of sound, images and words. In such an event and in relation to quorum and majority requirements, committee members taking part from a remote location shall be deemed to have been physically present at the meeting, and consequently the audit committee shall be able to hold meetings and conduct discussions with the presence of quorum and adopt resolutions validly by any means of remote communication. Meetings shall be held with the participation of the respective members attending either physically or remotely. In the latter case, the names of remote attendees shall be recorded in the respective minutes, and the physical presence of at least one of the corporation's statutory auditors, together with the Chairman of the committee, shall be required to certify that the meeting was held and any resolutions were adopted in accordance with regular procedure. Within five days after a meeting is held the respective minutes shall be drawn up, transcribed in the audit committee minutes book and signed by any audit committee members physically present thereat and by the statutory auditors' committee's representative. Such representative shall sign the minutes in his/her own name and on behalf of any members not physically present at but attending the meeting remotely, with a specific indication in each case. In any event, when the committee holds remote meetings, it will follow, for the purpose of the implementation of said meetings, the internal proceedings of the regime established for remote meetings of the board. The committee shall establish its own internal rules, which shall be registered with the Public Registry of Commerce. The committee shall have the powers and duties contemplated in Section 110 of Argentine Law No 26,831 and the Rules (N.T. 2013) of the Argentine Securities Commission as amended and supplemented, and also any other powers and duties that may be established in the future. The meeting of the shareholders may delegate the approval of the relevant budget of the committee to the board of directors.
SECTION FOURTEEN: All meetings of shareholders shall be convened on first and second call at the same time pursuant to the procedure established for first-call meetings under Section 237 of Argentine Law No 19,550, notwithstanding any provisions contained therein in relation to unanimous meetings. A second-call meeting shall be held on the same day, one hour after the time set for the respective first-call meeting. For so long as the corporation's shares are publicly offered, only common shareholders' meetings may be convened on first and second call at the same time.
SECTION FIFTEEN: Each subscribed common share confers the right to cast from one (1) to five (5) votes, as determined upon the subscription of the initial capital, whenever a capital increase is considered by a shareholders' meeting. Preferred shares may be issued with or without voting rights. For so long as the corporate shares are publicly offered, all common shares issued after the relevant public offering authorization shall be entitled to one (1) vote per share, other than in the events authorized by law. Except for the cases provided for in article 241 of Law 19,550, the Directors, managers and members of the Supervisory Committee may vote at the shareholders' meetings as shareholders when they bear such capacity.
SECTION SIXTEEN: Quorum and majority requirements shall be governed by Sections 243 and 244 of Argentine Law No 19,550, depending on the class of shareholders' meeting, whether it is a first- or second call meeting and the matters to be transacted thereat, except for the quorum at second-call extraordinary meetings, which shall be deemed validly constituted whichever the number of voting shares present.
SECTION SEVENTEEN: The fiscal year shall end on December 31 each year. The financial statements shall be prepared as of this date in accordance with applicable regulations and accounting technical rules. The closing date of the fiscal year may be modified by a shareholders' meeting and the relevant resolution shall be registered with the Public Registry of Commerce and informed to the enforcement authority.
SECTION EIGHTEEN: Any net and realized profits shall be allocated in the following order of priority: a) 5% (five per cent) up to 20% (twenty per cent) of the subscribed capital, to the legal reserve fund; b) to the remuneration of the board of directors and statutory auditors' committee; c) to the payment of dividends on preferred shares, prioritizing any unpaid cumulative dividends; d) any balance, in whole or in part, to an additional profit share to be distributed on preferred shares or to dividends on common shares, or to an optional reserve or allowance fund, or to a new account or any use as determined by a shareholders' meeting.
SECTION NINETEEN: The corporation may be liquidated by the board of directors or by one or more liquidators appointed by a shareholders' meeting under the supervision of the statutory auditors' committee. After liabilities have been paid and the capital reimbursed, any remaining amount shall be distributed to the shareholders subject to their respective priority rights as set forth in the preceding section."
IR-GrupoSupervielle@gruposupervielle.com.ar
Bartolomé Mitre 434, 5th floor (C1036AAH),
City of Buenos Aires, Argentina
© Supervielle. All Rights Resereved.


Lord Vishnu, the Preserver of the Universe, has incarnated as Baraha (Boar) in this region and hence it is called Baraha Chhetra. It is one of the four holy places in Nepal. According to Purans, Lord Vishnu came down to earth in the form of a boar and destroyed Hiranyakashyapu, an evil demon, at this very spot. It is on the bank of Saptakoshi. This pilgrimage is accessed through Dharan. Since the site is related to Lord Vishnu it is assumed as sacred as Gaya for Shraddha (offering to ancestors). The pilgrimage is at a confluence of tributaries of river Koshi and hence many pilgrims around Nepal and India come here for a dip at the day of Makar Shankrati.
The temple of Pindewhor situated at Vijaypur is famous pilgrimage site of the eastern Nepal. The temple, popularly known as Pindewhor baba Dham. There is located holy pond called Sarashwati Sarowar and by the site of this pond there is well, even when the pond gets dried, the wall all above the pond' s surface is always full of water. This has remained mysterious from ancient time to this age to the religious people.
Situated in the middle of the beautiful hill of Vijaypur, the holy temple of Dantakali is famous among the Hindus as the place where the sacred teeth of the goddess Satidevi lie.
Thousands of devotees come here to worship; mainly fir first nine days of Dashain a great crowds of people can be seen.
Situated amidst the tall trees and bamboo groves, the temple of Budasubba is one of the four major temples at Vijaypur. Unlike many other Hindu temples with the images of gods and goddesses, the temple enshrines three tomb-like mounds believed to be the tombs of king Buddhikarna, the last king of the Vijaypur state. The place offers a unique example of religious harmony as the Mongolian especially of the kirantis I worshipped with equal religious fervor by both the indo-Aryans and Kiratis. In addition, many miracles can be witnessed there: bamboos there do not have pointed top and gnat and crows are never seen in the territory and dew drops never fall here.
Arrival and departure transfer by private vehicle.
Six night's hotel accommodation with Bed and Breakfast basis along the trips.
Pashupatinath Aarati Darshan in the evening.
Guided sightseeing in Kathmandu as mentioning trip schedule.
Kathmandu to Biratnagar by surface/Flight.
Airport transfer by private vehicle.
Domestic airport pickup at Biratnagar to Dharan.
Biratnagar to Dharan transfer by private vehicle.
Dharan to Baraha Chhetra and Dharan by Private vehicle.
Dharan to Kathmandu by surface or Dharan to Biratnagar by surface and flight to Kathmandu.
Our representative will come over to the Airport to pickup at the airport and drop at Hotel. Welcome drinks and refreshment and we will be taking to Special Aarati Darshan Trip to Pashupatinath BaBa Temple. While finishing at your Special Aarati darshan than back to hotel, Overnight stay at hotel.
After your breakfast, pilgrimage tour to Pashupatinath temple known as the one of the biggest Hindu temple of Lord Shiva in the world located on the banks of the Bagmati River in the eastern part of Kathmandu, the capital of Nepal. The temple served as the seat of national deity, Lord Pashupatinath, until Nepal was secularized. The temple is listed in UNESCO World Heritage Sites list. Budhanilkantha temple known as Deity of Lord Vishnu, (Narayan) Jalasayana, lying on Ananta Sesa, in the cosmic ocean. The Deity is over 1,000 years old. Lord Vishnu is about 5m (17 ft) long and is lying in a 13m (43 ft) long tank, as if floating, with His legs crossed. His four hands hold the four symbols of Vishnu: the chakra (disc), club, and conch-shell and lotus flower. Budhanilkantha literally means "old blue-throat." Overnight at hotel.
Breakfast at Hotel, and after your Breakfast you will be fly/Surface from Katmandu to Biratnagar/or Dharan and catch the bus to go to the Dharan.Evening leisure at Dharan and overnight at Hotel.
Early in the morning you can go by bus or jeep to Baraha Chhetra holy place(holy bathing at Koshi River and step up from Vishnu Paduka rivers follows to Baraha Chhhetra in Nepal. and same day return back to Dharan and overnight at hotel.
Early in the morning you will walk up to the Bijayapur hill to worship the Dantakali temple, Pindeshwor Baba temple, Buda Shubba Temple. While it is the very important places those who are inhabitant's eastern part of Nepal as well as mostly Indian tourist people are visiting these places on their desire as well. After ward you will be return back to Dharan. Overnight at hotel.
Drive back to Katmandu or Biratnagar fly from Biratnagar to Kathmandu.This will be 35 minutes flight from Biratnagar and by surface will be taking about 9 hours to reach at Kathmandu as well. Arrive at Katmandu and overnight stay at Hotel.
Leisure day till to your departure and Fly back to your destination.


text:
Youth from all over the world came to adore Jesus
"We came to adore Him" (Mt 2,2) was the title of the 16th International Youth Prayer Festival – Mladifest – which took place in Medjugorje from August 1 to 6. This encounter, which intentionally had the same title as the World Youth Day that will soon reunite young people around the Holy Father in Cologne, was one of the forms of spiritual preparation for the meeting with the Pope.
The "Mladifest" began on Monday, August 1st, with words of welcome pronounced in about twenty languages, just before the evening Mass, which was presided by Fr. Branko Radoš, pastor of Medjugorje.
This year's Mladifest brought together about 30.000 young people from all the continents, among whom young people from China, Korea and some African countries. The encounter, which was centred around the outside altar, was simultaneously translated from the Croatian into 15 languages thanks to 26 interpreters (English, French, German, Italian, Spanish, Polish, Czech, Slovak, Russian, Hungarian, Romanian, Korean, Arabic, Albanian, Slovenian). The Adoration was translated also into Chinese. The programme began with Morning Prayer at 9 am, followed by conferences, witnesses, presentation of communities and movements in the Church. The first catechesis and meditation was led by Fr. Zvjezdan Linic, ofm, director of the House of Prayer "Tabor" in Samobor near Zagreb. Other speakers were: Fr. Francesco from Italy, Magnus McFarlane-Barrow from Scotland presented the project "Mary's Meals" and the "Craig Lodge Community", Fr. Svetozar Kraljevic and the members of the "Community of the Merciful Father" from Mother's Village in Medjugorje, Chiara Amirante spoke about the community "Nuovi Horizzonti" that she founded in Rome some ten years ago, sister Elvira Petrozzi and the boys from "Cenacolo", Fr. Maurizio de Sanctis, Marion Caroll and others who experienced God's intervention in their lives. This year's "Mladifest" was attended by almost 500 priests who were from morning to evening hearing confessions. On private pilgrimage came also several bishops. The whole festival was accompanied by an international choir and orchestra directed by Prof. Martin Pero Boras. The 90 musicians came from 20 different countries. Rosary and Prayer of the faithful was said in 24 languages. About 90.000 Holy Communions were distributed.
Fr. José Rodriguez Carballo, ofm, Minister General of the Franciscans who came these days for an official visit to the Franciscans serving in Medjugorje, spoke to the youth on Friday, August 5. He gave a talk about the meaning of life with Jesus Christ in the Church. In the evening, he presided Holy Mass and gave the homily, in concelebration with 325 priests, among whom were dr. Fr. Šime Samac - Definitor General, dr. Fr. Željko Tolić - provincial from Split and Fr. Slavko Soldo – provincial from Mostar. Other evening Masses were presided by Fr. Dragan Ružić, Fr. Mario Knezović and Fr. Ivan Matić.
On Monday and Tuesday, there was Eucharistic Adoration. After the "Tantum Ergo", priests went down to the faithful with the Blessed Sacrament, and at the end gave the Eucharistic blessing. On Wednesday evening, in spite of the rain, there was a procession with the crucifix through the parish. Young people were carrying candles, flags and names of heir countries. The procession was longer than 2 kilometres and ended by half an hour Adoration at the outside altar. On Thursday evening, the "Cenacolo" community gave a scenic and musical show called "Bread of life". They showed some details from the life of Jesus, culminating with the crucifixion and the Resurrection accompanied by bells. On Friday evening, the last evening of the Festival, after Mass and Adoration, the was a musical farewell, after which young people, while praying the Rosary, climbed the Cross Mountain where they waited for the dawn and assisted Holy Mass of the Solemnity of the Transfiguration, presided by Fr. Ljubo Kurtovic.


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The Cobra was quite a styling departure for Chris-Craft, and people who worked for the company report that they lost money on each one because it was a difficult boat to build. This comes as no surprise to anyone who has done a major restoration on one. As a result, Chris-Craft did not carry the Cobra on even one more year, and only 56 of the longer 21' model were ever made. Because of their dramatic styling and low production, they've become sort of a cult boat... Our model is hand-crafted from hard wood with planks on frame. This model is not a kit and ready for display. All the metal fittings are brass and chromed. The hatches are able to open. The hull is gold metallic painted. How's amazing!
Below are 13 pictures in total.


The priorities of residents should be the priorities of local government. You and I can achieve this together.
The full one-hour debate between wausau mayoral candidates Jay Kronenwetter and Robert Mielke on March 28, 2016 at the UW Center for Civic Engagement.
I am honored to announce that we have received the endorsement of the Marathon County Labor Council, AFL-CIO.
Tuesday's result was a victory for citizen-driven government. I knew my neighbors were ready for reform in city hall and only needed the option on the ballot.
Click here to view the video from Wausau Daily Herald and listen to Jay speak about his strong commitment to providing more robust, more accessible treatment programs for the epidemic of alcohol and drug addiction we face in our community.
Unfortunately, for some years now, select government officials and quasi-governmental entities have worked to freeze the people out of their own government. From the rejection of referendum results, to the concerted efforts to limit access to government records and information, to the packaging of back-room decision making as "independent expert opinion," to the repeated expenditure of tax dollars without adherence to open bidding and competitive economic principles, city leaders have routinely tried to alienate the people from the city's governance. I believe that some public officials have forgotten, or never even believed, that they were in office to be the servants — not the bosses — of the people.
If elected mayor, I will oppose and remediate this erosion of our local democracy. My main goal is to strengthen our democratic institutions in City Hall and return government to the people. The people's concerns and desires will no longer be treated as burdensome obstacles to policy goals. Instead, they will take their rightful place as your next mayor's primary concern. With better access to information and a responsive leader in the mayor's office, the people of Wausau can once again lead their way to a better future.
I will be sharing information from public records that has somehow not been properly communicated to the people of Wausau by its government. As this information became known to me, I became increasingly concerned about the state of affairs in city government. I can no longer sit on the sidelines. I believe that you, my friends and neighbors, once aware of this information will share my concerns and decide that you, as well, must get involved.
The failure to disclose and discuss these items in a transparent manner is ultimately the responsibility of the chief executive of the city. A mayor must be the people's watchdog in city government. The mayor is the one official in our city's executive structure elected by the city as a whole to watch out for the interests of all the people. The hard truth is, we have suffered as a community from the utter lack of oversight by the Mayor's office. That will change if you trust me to be your next servant in that office.
Year after year, the leaders in city hall have delivered higher property tax rates while trimming or eliminating city services. The elected leaders have used a variety of scapegoats to justify our higher taxes, while spending through the nose for outside consultants, outside legal opinions and no-bid contracts. Rather than making the tough choices in consultation with the people, they seek political cover from outside "experts" that are paid with the people's taxes. "Economic development projects" have consumed millions in tax dollars in recent decades, and yet, Wausau suffers from high property tax rates, slow population growth and low household incomes. The money has been there to solve these problems, but our leaders have simply squandered large amounts of it.
Please return to my website to read more about Wausau's governance, as I will be posting topical reports, with the supporting documentation, that show what has been going on in your city and county. If you would like, you can sign up above for email notifications to receive the report when it is published. Once you review this information for yourselves, I believe it will be clear that change in Wausau is long overdue. When you're ready to join the fight against local dysfunctional government, simply click the volunteer button below and let us know how you would like to participate. If you have ideas on how to solve a city problem, reach out to me and let's discuss how we can make it happen. This truly is your campaign and you have my full attention.
WANT TO GET INVOLVED IN JAY'S CAMPAIGN?
TODAY IS ELECTION DAY – DON'T FORGET TO VOTE. LET'S DO IT ONE MORE TIME!
Your Information. Your Participation. Your Government.
Let's look at the facts of past and present policy issues so that, together, we can move Wausau forward. The time to end divisive, personal-attack-style local politics is now. With your participation, we can forge a path to bring prosperity back to Wausau, and the local government back to its residents.
Authorized and Paid for by Kronenwetter for Mayor. Catherine Kronenwetter, Treasurer.
Thanks for your interest in getting involved!
*None of the statements or the positions on my website have been vetted or approved by the ACLU of Wisconsin. All opinions on this site are my own and do not necessarily represent the opinions, strategies or positions of the ACLU or its affiliates.