Article 12.- The Board of Directors will be comprised of a Chairman, a Vice-Chairman, and five or six Directors with the right to represent a regional group identified in Article 13 of these by-laws; in the case of the Non-Regional Group they will have a Director if the group has at least three members. The Chairman and Vice-Chairman will be elected by the majority of votes of the Assembly, and will serve for a term of two years; these positions may not be delegated to any person in any case or by any means. The Chairman and Vice-Chairman may be elected to no more than two terms consecutively. The Chairman and Vice-Chairman shall be representatives of the Associate Members in different regional groups (as listed in
Article 13) but neither may be a representative from the Non-Regional Group. Except in the case of reelection, the elected successor to a Chairman or Vice-Chairman shall be representatives of a different regional group than the current occupant of the office. The Chairman’s two-year term following his election shall begin in even-numbered years; the Vice-Chairman’s two-year term following his election shall begin in odd-numbered years.

The Board of Directors will have powers of attorney without limitations and such powers shall be executed jointly. The Board of Directors will have the following powers and capabilities:

a) For lawsuits and collections, in the terms described in the first paragraph of article 2554 of the Civil Code of the Federal District and related articles of the Civil Codes of all States of Mexico; it is empowered to execute those capabilities that, according to the law, require special clause in terms of article 2587 of the above mentioned Code and related articles of the Civil Codes of all States of Mexico, including, but not limited to, the following: to desist, even from protection trial; to compromise; to commit on arbitrage; to absolve and articulate positions; to transfer property; to refuse; to receive payments; to elaborate complaints and contribute with the Public Prosecutor and for all other actions specifically determined by the law.

b) To administrate property, in the terms described in the second paragraph of article 2554 of the Civil Code of the Federal District and related articles of the Civil Codes of all States of Mexico.
Approved on IX Annual Assembly Meeting 4 of 9ASSOCIATION OF SUPERVISORS OF BANKS OF THE AMERICAS A.C. BY-LAWS

c) To execute dominion actions in the terms described in the third paragraph of article 2554 of the Civil Code of the Federal District and related articles of the Civil Codes of all States of Mexico.

d) To grant, underwrite, guarantee and intervene in any form in all types of credit securities, in terms of article 9th of the General Law of Credit Securities and Operations.

e) To grant and revoke powers to the Chairman and/or the Secretary General for lawsuits and collections, for administration and dominion actions, to grant and underwrite credit securities, in the terms approved by a majority of the Board of Directors.

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