CHAPTER I
Articles of Incorporation. Juridical Nature. Applicability.

ARTICLE 1: Articles of Incorporation and Juridical Nature. The "BAHÍA BLANCA HARBOR CONSORTIUM" is a NON-STATE PUBLIC LAW ENTITY, ruled by its own BY-LAWS and constitutional, legal and regulatory norms that might be applicable, according to its juridical nature, its object and functions.

ARTICLE 2: Consortium applicability. The applicability location of this entity for accomplishing its objective and functions is: a) the Bahía Blanca harbor area which the Nation transferred to the Buenos Aires province, as per article 12 of Law 21093 with the condition of being an asset of provincial public domain, according to clause 2 of article 2340 of the Civil Code and the water neighbourhood area, up to the limits corresponding to Puerto Rosales and the existing Military Port in the Bahía Blanca Channel, as per article 2 of Law 24093; and b) all the extension of both coast lines of the Bahía Blanca channel, Buenos Aires province, except for the water and land areas, whether natural or artificial, corresponding to the Rosales provincial port and to the military harbor or harbor areas for military use located in the channel. The Bahía Blanca Channel is a geographic space determined by an imaginary line heading from Pehuen Có Point to the Northeast, to Laberynth Point to the Southwest, generally following the 10 m isobar and the coast lines up to the end. Laberynth Point "El Chara" latitude 39 26' 20'', 27 South, longitude 62 03' 21'', 20 West, Pehuen Có Point S. 1. H. N. , National University of the South facilities latitude 39 00' 12'' 66 South, longitude 61 33' 47'', 14 West. For nautical effects, all the beacon system from Recalada Lighthouse to Rincon Lighthouse shall be considered as the Bahía Blanca Access Channel.

CHAPTER II
Capacity. Legal Standards. Address

ARTICLE 3: Juridical capacity. The "BAHÍA BLANCA HARBOR CONSORTIUM", as an artificial person of non-state public law, with juridical, financial, accounting and administrative individual structure has full legal capacity according to the regulations set forth in the Civil Code, to carry out all the juridical actions and agree upon the necessary contracts for the compliance of its object and functions. 

ARTICLE 4: Legal Regime. The "BAHÍA BLANCA HARBOR CONSORTIUM", as a non-state public law entity, is subject to the following:

1. National and provincial public law legal regulations, regarding its public functions, especially those public functions expressly being delegated and, the administration and power to spend the budget that the State shall grant, and  the private law shall only be applied in the rest of the functions.
2. The Board decisions, not implying public functions, are not administrative actions, and therefore the administrative claims foreseen in the outstanding law are not applicable.
3. The provincial ordinary justice shall be competent for the judicial matters involved, unless the subject matter or the people involved belong to the national or federal justice.
4. In regard to their position, the board members, except those representing the provincial and municipal public powers, shall not bear the rank of public officials, and therefore they are ruled by their own office.
5. The personnel shall be ruled by the legal dispositions of work contracts and the applicable bargaining agreement. 
6. It shall produce and approve its annual budget for expenses and income, the investment planning, the annual report and balance sheet of the period and investment accounts.
7. It will guarantee its obligation to honor its debts with its assets and resources and with the contributions that the private companies represented in this Board shall make.

ARTICLE 5: State contributions and subsidies. The contributions or subsidies that the national, provincial or municipal States shall assign to this entity for applying to specific ends, especially main channel dredging and  beaconing, shall not be seized by any injunction or third parties law suits, and shall be controlled by the state controlling divisions.

ARTICLE 6: Address. The "BAHÍA BLANCA HARBOR CONSORTIUM" address for all legal effects, is at the Bahía Blanca harbor (described in article 2 above), Buenos Aires province.

CHAPTER III
Objective and functions

ARTICLE 7: Objective and functions. The "BAHÍA BLANCA HARBOR CONSORTIUM", shall have the following objective and functions:

1. The administration and explotation of the Bahía Blanca harbor, granting concessions, locations, permits or anthicresis on real property, according to the outstanding legal regime, for the commercial, industrial or recreational exploitation of the harbor terminals or existing or to-be-built docks in its jurisdiction.
2. To assert the corresponding rights as grantor, lessor, or any other capacity of the above explotations.
3. To manage and grant services by itself or through third parties to the ships and cargos, in those harbor terminals or docks that have not been granted for explotation to private companies.
4. To manage and grant services on its own or through third parties to the ships or naval vessels on the docks that the CONSORTIUM shall preserve, for mooring all those vessels supporting or helping the navigation of commercial, industrial, transportation and/or recreational activities within its area.
5. To elaborate a harbor regulatory program, planning future developments, sharing it with the competent harbor authority.
6. To authorize the construction of harbor terminals within its area, whether commercial, industrial or recreational, granting the legal authorization for their functioning.
7. To plan, direct and execute on its own or through third parties, the dredging and beaconing of the Bahía Blanca harbor and the CONSORTIUM area and the preservation of the tide gauge tower, without any prejudice of Law 19922.
8. To sign agreements with public or private entities, whether Argentinean or foreign, for technical or scientific assistance for the compliance of its objectives and functions.
9. To coordinate several harbor services rendered by the public divisions and private companies for navigation, ships and cargos, especially the essential services of tugs, maneuvering and pilots.
10. To assert the tax and control activities in the matters that have been delegated on it.
11. To collaborate within its scope, with the compliance of the 1973 London International Agreements, Annex Protocols and the 1978 Protocol to prevent ship contamination, all of them ratified by the Argentinean Law 24089, together with the Naval Coast Guard, within its obligations, signing the necessary agreements to this purpose.
12. To make statements of the actions and behaviors foreseen and forbidden by the Competence Defense Law (Law 22.262), offenses committed by the service companies working within the Consortium's scope, thus collaborating with the application authority.
13. To be part of arbitration boards of arbitrators and friendly mediators who shall act within the geographic area to solve claims of users or services companies submitted to the decision of such courts, for the conflicts among them, and also the conflicts with the CONSORTIUM, according to Chapter IX of the bylaws.
14. To implement all the ways, through appropriate measures, tending to optimize the harbor services efficiency, in order to reduce harbor costs. 
    

CHAPTER IV
Patrimony and financial organization

ARTICLE 8: Patrimony. The patrimony and the resources of the BAHIA BLANCA HARBOR CONSORTIUM are constituted and formed by:

1. Any assets that might be transferred to as a property, for the compliance of its purposes.
2. The royalties and tariffs paid by the concessionaires, tenants, permissionaires and/or holders of anthicresis rights of the harbor terminals or wharfs for commercial purposes, already installed or to be built within its area.
3. The tariffs received from the holders of the industrial or recreational harbor terminals, built within its area.
4. The tariffs for services rendered to navigation, to the ships or cargo, on its behalf or on third parties' behalf.
5. The fares collected for the dredging maintenance and deepening of the existing channels within its area.
6. The fares collected for the dredging at the maneuvering area, access channel and sites.  
7. The fines, extra charges and interests applied to the concessionaires, tenants, permissionaires or holders of anthicresis rights on the harbor facilities for breach of their duties. 
8. The amounts received as indemnity for liabilities and damages to harbor facilities and assets belonging to its patrimony. 
9. The amounts received as indemnities for liabilities and damages to the maritime environment by third parties, whether these damages are from the ships or naval artifacts or from land activities located inside or outside its area.
10. Any other resources that might be joined to the CONSORTIUM patrimony and the assets of any kind that are bought in the future with its own earnings.
11. The amount of the subsidies, legacies and donations received, or assets of any kind  that might be recorded as such. 
12. The contributions of the private areas represented in the Board that have been decided to face the losses or the duties that exceed their economical or financial capacity in this way.
    

ARTICLE 9: Proportion of the dredging rate: The rate set in clause e) of article 8 above shall be inversely proportional to the contributions referred to in article 5.

ARTICLE 10: Financial organization. The CONSORTIUM shall receive, manage and make available its economical and financial resources, which shall be excusively applied to the compliance of its objective and functions, according to the annual budget,  and to the provisions set forth in the by-laws, on the allotted results of the respective financial statements. 

ARTICLE 11: Financial period. Earnings allotment. The financial period of the CONSORTIUM shall be from January 1st to December 31st each year, and the Annual Report, the Period Balance Sheet, Inventory, Investment Accounts and Attached Charts shall be presented within one hundred and twenty days (120) after the ending of such financial period. The earnings spent and liquified in each financial period shall be invested within the CONSORTIUM scope. This is: a) For separating and retaining amounts for future losses and bankruptcy; b) For the execution of the harbor infrastructure works; c) For the procurement of real estate or chattel assets necessary for its functions; d) For personnel training within the general harbor activity, for technical advances; e) For assistance, stimulus and training of the CONSORTIUM personnel.

CHAPTER V
Documentation and accountancy

ARTICLE 12: Documents. Stamps. The CONSORTIUM books and other institutional, administrative and accounting information shall be stamped by the Artificial Persons Direction of the Buenos Aires province.

ARTICLE 13: Documents. Listing. The Artificial Persons Direction of the Buenos Aires province shall determine which books and institutional, administrative and accounting information the CONSORTIUM shall keep. According to the juridical nature of this information, the Trade Code (articles 43 to 67) and Commercial Society Act 19950 (articles 61 to 65) shall apply.

ARTICLE 14: Executive Documents. The debt certificates issued by the CONSORTIUM duly signed by the Chairman and General Manager, or their legal replacements, for the different amounts foreseen in article 8 of the by-laws, plus the interests shall be a legal executive   document to claim the debt collection in a court of law, and shall enable the CONSORTIUM to ask for the injunctions authorized by the corresponding Codes and Laws, and also to apply the injunctions foreseen in the Navigation Law 20,094.

CHAPTER VI
Board of Directors

ARTICLE 15: Board of Directors. The "BAHIA BLANCA HARBOR CONSORTIUM" shall be led and managed by a Board of Directors having nine (9) members which functions last for three (3) years1, and they can be re-elected at the end of their office, with no period limits. Also, the representatives of the private and union sectors might be removed from their offices before the end of their period at the request of the entities that appointed them, due to the causes determined in the Internal Administrative Rules of the Board of Directors. In this case, a replacement has to be appointed, to complete the period of the replacement, within the five (5) administrative working days of the removal. 

ARTICLE 16: Formation. The board of directors shall be formed in the following way:

1. One member on behalf of the Buenos Aires province government, appointed by the Provincial Executive Power.
2. One member representing the Bahía Blanca Municipality, appointed by the Executive.
3. Two members representing the harbor workers union and/or related to the activity within the CONSORTIUM area.
4. One member on behalf of the private associations or organisms representing the primary goods producers which operate within the harbor facilities in the CONSORTIUM area.
5. One member representing the private association or organisms joining the goods traders that operate in the harbor facilities within the CONSORTIUM.
6. One member representing the private associations or organisms of ship owner companies regularly operating within the CONSORTIUM area, or the associations or organisms locally gathering their representatives.
7. One member representing the private associations or organisms which gather the concessionaires and/or licensees of the harbor commercial and industrial terminals within the CONSORTIUM scope of work.
8. One member representing the private associations or organisms joining the companies rendering harbor and/or maritime services and/or navigation supports that operate within the CONSORTIUM scope of work.

ARTICLE 17: Appointment to the Directors of the private and union sectors. The Directors of the private and union sectors shall be appointed by the legally incorporated associations representing their activities within the twenty (20) administrative working days as from the  formal request by the Provincial Harbor Activity Direction, which shall analyze the representative credentials and approve their appointment. Upon this term and if no official appointment has been made, the provincial authority shall follow the legal proceedings for the appointment.
The representative appointment to the Consortium Board of Directors implies a responsibility for the contributions called for in clause l) of article 8 above. Such responsibility shall prevail even when the entity does not duly appoint a replacement in case of a vaccancy for any reason.

ARTICLE 18: Controversies within the representation. The Provincial Executive Power, or the appointed organism, shall solve the controversies arisen by the representation of the private or union sectors, notwithstanding the corresponding judicial ways.
If the representative associations of the same activity have a proposal for people who exceed the number of positions to be covered, the following shall be taken into consideration: the period of its existence, the continuity and experience in the company union activity, the representation degree, amount of associates and/or companies associated; and also the knowledge, experience and professional formation in the harbor or maritime activities of the candidates on the Bahía Blanca channel.

ARTICLE 19: Requirements. In order to be a Director, the following is necessary:

1. To be native or legally Argentinean, of age, and resident of the Bahía Blanca county, Buenos Aires province.
2. Not to have any criminal or correctional lawsuit for fraudulent offense, nor a conviction for the same offense serving imprisonment or disqualification, nor to have declared a bankruptcy or a civil or commercial insolvency.
3. Not to have been exonerated or dismissed from the National, Provincial or Municipal Public Administration, except if reinstated.
   

ARTICLE 20: Prohibitions and Incompatibility. The following cannot be members of the Board of Directors:

1. Those having a marital relationship, next of kin, including collaterals up to the fourth degree and those within the second degree of kin with any of the Directors.
2. The Directors representing the private sector cannot held any public office or position, whether paid or not, elligible or not, in the Nation, Provinces, Municipalities or autonomous entities or national, provincial, municipal or state-owned or mixed companies, except for educational offices in Colleges or Universities.
   

ARTICLE 21: Quorum. Majority. The Board shall meet as a minimum once every thirty (30) days, and the quorum shall validly be half plus one of its members. The decisions shall be by absolute majority of the members present, and when in tie, the President or his legal replacement shall vote double. Two-thirds of the votes of the present members shall be necessary in the following cases:

1. Sale of transferable and recordable real estate, or the consitution of real estate rights on the property.
2. Preparation and approval of the concessions and rent tenders of the harbor terminal and/or of the maritime and port services.
3. Granting or waiver of concessions, rents and use permits of the harbor terminals within its area.
4. Settlement or modification of fares, fees and fines or charges.
5. Contracting of modifications or repairs of chattel assets or real property owned or managed by the CONSORTIUM.
6. Approval of the annual budget, annual report, balance sheet, inventory, accounts, investment plans, exhibits and other charts.
7. Appointment, promotion and dismissal of the CONSORTIUM staff.
8. Hiring of consultants, advisors and technical or scientific studies.
9. Listing of three professionals for the appointment of an external auditor.
10. Writing and modifying the Board of Directors functioning by-laws.
11. Approval of the harbor regulations and other facts related to functions of public nature, when such a function has been expressly delegated.

ARTICLE 22: Notice. Agenda: The call for ordinary or extraordinary meetings shall be communicated to each of the members of the Board with no less than (6) six administrative working days notice for the ordinary ones, and no less than (3) three days notice for the extraordinary ones, including the written agenda. The sessions shall be declared void when these requirements and/or decisions not included in the agenda are not complied with, except if all the members of the Board are present.

ARTICLE 23: Payment: The Directors shall perform their duties gratis for the CONSORTIUM, without any right to get any payment, except for the allowances and expenses duly backed up with documentation.

ARTICLE 24: Duties and rights: The Board is granted the following duties and rights:

1. To manage the CONSORTIUM patrimony, to purchase, to trade, to encumber and sell assets and to carry out any juridical act or agree upon contracts, according to the outstanding laws, and within the scope of its objectives and functions.
2. To carry out all the functions the CONSORTIUM is in charge of, according to the provisions set forth in article 7 of the BY-LAWS.
3. To approve the annual budget for expenses and resources and the investment plans.
4. To annually approve the Annual Report, the Balance sheet and the investment accounts, which upon approval shall be sent to the corresponding provincial authorities or divisions, within fifteen (15) administrative working days, for their knowledge and to any legal effect.
5. To accept subsidies, legacies and donations.
6. To appoint, promote and remove the CONSORTIUM personnel.
7. To approve its own functioning internal by-laws, and any modifications thereof.
8. To delegate faculties on the Chairman, Directors or on the CONSORTIUM higher officials.
9. To approve any regulation deemed necessary for their best functioning.
10. To grant mandates and powers of attorney.
11. To set the structure, remunerations and position chart.

ARTICLE 25: Chairman. Appointment. Replacement: The Chairman shall be the member representing the Buenos Aires Province, who shall appoint a replacement when in transient absence or temporary vaccancy of the office.

ARTICLE 26: Chairman. Rights and duties: The Chairman's rights and duties are the following:

1. To be the CONSORTIUM representative, signing all the agreements, contracts and other public or private documents.
2. To call for and be the chair of the Board ordinary meetings.
3. To call for extraordinary meetings and be the chair when it is deemed necessary or when at least three (3) Directors request them.
4. To comply with and enforce the legal ruling, regulations, and by-laws, and also to enforce the Board's decisions.
5. To grant holidays for the higher officials and to apply penalties for the lack of discipline to the CONSORTIUM staff.
6. To start investigations and proceedings which might be deemed convenient.
7. To delegate faculties on the CONSORTIUM staff, with the Board's prior approval, except for those the Board had expressly requested.
8. To adopt any measures that would not admit any delay, submitting them to the consideration in the next session to be called for.
   

ARTICLE 27: Chairman. Vetus. Revision: The Chairman can veto the Board's decisions through a  grounded statement. The veto can only be applied in the following cases:

1. Destination or use of the contributions and/or subsidies the National, Provincial or Municipal State assigned to the CONSORTIUM.
2. Resolutions linked to the protection and restauration of the harbor and maritime environment within its scope of work.
3. Resolutions that might affect public health and safety, inside or outside its scope of work.
4. Resolutions that might affect the continuity or the overall performance of the harbor services.
5. Expenses not included in the budget greater than two (2) month income.
6. Indebtedness and multi-annual guarantees higher than six (6) month income.
7. Approval of the long-term development plan.

The veto shall be exercised during the Board of Directors' meeting when the decision has been taken, it will have a suspension feature and shall be automatically waived if it is not ratified by the Ministry of Works and Utilities of the Buenos Aires province within fifteen working days as from the decision.

CHAPTER VII
External Auditing

ARTICLE 28: External Auditing: the CONSORTIUM shall have an External Auditing service in charge of a National Certified Accountant registered in the corresponding registrar. It shall be appointed by the Harbor Activity Direction at the proposal of three accountants forwarded by the Board of Directors. The fees shall be paid by the CONSORTIUM.

ARTICLE 29: Report: The Auditing shall make a quarterly report and shall register on a special book to this purpose, sending a copy of the report to the Provincial Harbor Activity Direction.

CHAPTER VIII
Administrative Proceedings and Injunctions

ARTICLE 30: Administrative Proceedings: Administrative proceedings shall exclusively be those decisions taken by the Board when exercising its delegated public functions.

ARTICLE 31: Administrative injunctions: The administrative injunctions can be funded on proceedings legitimacy and/or reasonability matters.  The following injunctions shall be taken into account: reconsideration, hierarchic and/or the appeal before the National Ministry of Public Works and Utilities, foreseen in the National Law of Administrative Proceedings No. 19.549, and its amendments and regulatory Decree, concerning the harbor police power delegated to the CONSORTIUM by the National Harbor Authority. The injunctions set forth in Chapter XIII of Law No. 7647 for the Buenos Aires Province administrative proceedings shall be in force against those Board of Directors' decisions on matters that the Provincial Harbor Activity Direction has delegated to the CONSORTIUM.

CHAPTER IX
Arbitration Law Courts

ARTICLE 32: Arbitrators: The Arbitrators Law Courts shall be constituted by registered lawyers, who shall solve pursuant to the law, and the proceedings shall be ruled by Title II of Book VI of the Buenos Aires Province Civil and Commercial Proceedings Code.

ARTICLE 33: Friendly composers: The friendly composers Courts of Law shall be formed by experts in harbor and maritime matters in an odd number and shall be chaired by a member of the CONSORTIUM Board of Directors, not representing any of the parties in conflict and formed by representatives in an equal number of the users and the services companies, which shall solve the matters up to their knowledge. They will also be ruled by Title II of Book VI of the Buenos Aires Province Civil and Commercial Proceedings Code.

CHAPTER X
Special Regulations

ARTICLE 34: Intervention: The Provincial Executive Power, at the Harbor Activity Direction's request, or due to a member of the Board of Directors' statement, shall rule the CONSORTIUM intervention, under the circumstances that the Board of Directors or any of its members have carried out or have ommitted to carry out proceedings by which the consortium is in danger. The intervention shall last until the situation is solved, but not exceeding one hundred and twenty (120) administrative working days, and a new Board of Directors has to be appointed.

ARTICLE 35: Dissolution - Liquidation: The CONSORTIUM dissolution shall be decided by a law of the Buenos Aires province Congress, and the legal regulation has to include the liquidation and destination of the CONSORTIUM assets.