BY-LAWS

OF THE NATIONAL COUNCIL OF PRIVATE ENTERPRISE, INC.

Chapter 1

Name-Location-Mission-Objectives Article1.- THE NATIONAL COUNCIL OF PRIVATE ENTERPRISE, INC. (hereinafter referred to as “CONEP”) is an institution with legal personality and autonomous , under the Law No. 122-05 which regulates and promotes Nonprofit Associations, dated April 8, 2005 (hereinafter “Law 122-05”) and its regulations.

Article 2.- In accordance with the provisions of Law 122-05, CONEP is an inter-association body consisting of business organizations and private-sector enterprises.

Article 3.- CONEP will have a dry seal and/or rubber stamp with the following legend: “THE NATIONAL COUNCIL OF PRIVATE ENTERPRISE, INC. " or “CONEP” interchangeably, which will be stamped on all documents that shall be required by these by-laws, laws, and customs. Paragraph: CONEP may also use all means of electronic validation and certification that meet the requirements established by Dominican legislation and these by-laws. Article 4.- The address of CONEP is in the city of Santo Domingo, National District, and its scope will be extended throughout the national territory and internationally, in accordance with the economic and commercial interests of the Dominican Republic. The address may also be changed temporarily, or they may open offices elsewhere in the country or abroad, as may be determined by the Board of Directors. Article 5.- CONEP is governed by these by-laws and regulations, agreements, and resolutions of the General Assembly of Members, the Plenary Session of CONEP, and the Board of Directors.

Article 6.- CONEP is the umbrella organization of the private business sector in the Dominican Republic, whose mission is to lead the strengthening of the free enterprise system, actively participating as an agent of change and transformation in the consolidation of democracy and its institutions, to promote economic and social development of the Dominican nation.

Based on that, it has the following main objectives:

1. The promotion, defense, development, and diversification of the national economy, based on the system of free enterprise and free private initiative, within a legal and institutional order to ensure legal security and sustainable development.

2. Representation, support, and defense of its members in accordance with these By-laws and the General Assembly of Members, the Plenary of CONEP, and the Board of Directors, in all that concerns the interests of the business sector and the guarantee of their rights.

3. To promote economic, institutional, and social development within the canons of free enterprise, competition, transparency, legal certainty, and sustainability. To promote fair competition and free competition.

4. To be the main permanent space for consultation, exchange, and coordination of different business sectors and organizations, articulating strategies oriented towards having an impact on the formulation, approval, and implementation of public policies that interest or affect the private sector.

5. To promote the generation of formal employment, social peace, and good relations between employers and workers within the framework of the law.

6. To promote the development of business within a climate of respect for ethics, fair competition, and equal opportunities.

7. Any other activity that contributes to the fulfillment of the objectives of CONEP.

Article 7.- CONEP, to achieve the purposes mentioned in the previous article, has the following faculties and duties:

1. To promote before the authorities, bodies, and public or private-sector entities, the matters pertaining to principles and common interests of its members;

2. To study the problems affecting national economy, develop proposals and recommend measures for their solution, procuring their effective implementation;

3. Collaborate with the government in solving problems that affect national economy, in promoting the development of economic activities to benefit the nation and to increase general welfare;

4. Represent and defend the collective rights of its members and coordinate activities and actions of business sectors of the country; 5. Advise its members in the defense of their rights; 6. To carry out necessary actions for the promotion and defense of the right to private

initiative and free enterprise, as well as the right to private property, fundamental rights stated in the Constitution;

7. To promote the unification of the business sector by coordinating actions to facilitate a consensus and collective decision making; and develop the institutional platform for the coordination of their advocacy;

8. To have knowledge of issues inside their organizations and establish a position on

those matters affecting the different economic sectors which compose it; developing the required actions in coordination with the corresponding sectoral associations;

9. To analyze and evaluate the economic, social, and institutional problems of the country, preparing proposals and action plans to achieve the desired objectives;

10. To serve as an information disseminator of the vision of the business sector on various topics of their interest and those of national interest;

11. To comply with conciliatory and harmonizing functions regarding different general interests represented by the entities which comprise it;

12. To be a consultative, conciliation or arbitration body in relation to the particular interests of its member organizations; tending towards developing actions in solving internal conflicts of these organizations and at inter-institutional level, in accordance with the regulations approved for this purpose;

13. To promote the incorporation to its membership of the largest number of existing private-sector business associations;

14. To establish relations with similar business entities of other countries in the region and in the world, as well as with International Businessmen Organizations and International Organizations whose principles and activities are consistent with those of CONEP;

15.To represent the Private Sector of the country in the different organizations of regional or hemispheric integration.

16. To achieve any other activity that relates directly or indirectly to the objectives of CONEP and the means, faculties, and duties that shall correspond in order to reach its objectives.

CHAPTER II

Financial Resources, Patrimony, and Duration Article 8. The economic resources of CONEP shall be derived from the funds that are raised from dues, provision of services, other contributions, and/or donations from its members or from national or international organizations; as well as other fundraising activities under legal provisions.

Paragraph I: CONEP shall not have economic dependence on any entity, organization or institution of the Federal Government or of any foreign State, or links to political parties. This does not limit the ability to receive donations or contributions to develop specific programs or projects.

Article 9.- The Board of Directors of CONEP shall establish by regulation, the scale of fees to be paid by its members, under rational criteria of differentiation and mechanisms to ensure the maintenance over time of the actual value of the contributions.

Article 10.- A Patrimonial Fund shall be established, consisting of the donations received from a natural or legal person, upon approval of the Board of Directors, as contributions or gifts made by its members, contributions received from national or international companies, as well as funds resulting from any other lawful means.

Paragraph I: This patrimonial fund shall be deposited in deposit accounts or other financial instruments opened or issued by financial intermediaries at the highest level and the Board of Directors, except in the case later noted, where only the sums generated from interest can be used, maintaining capital intact as collateral for the activities and purposes of CONEP. This capital cannot be pledged or ceded as security under any legal entity. In the case CONEP is required to develop one or more specific projects, the General Assembly may authorize by resolution to count on the vote of at least three-fourths (3/4) of the members, thereof, for the use of capital of the Patrimonial Fund to cover solely the activity or activities approved by the Assembly. During the fiscal year, the total sum of the amounts authorized by the General Assembly to be deducted from the capital of the Patrimonial Fund to cover the above activities shall not exceed 33% of the capital or principal sum of the Patrimonial Fund. Paragraph II: In those cases where the amount authorized by the General Assembly to be reduced from the capital of the Patrimonial Fund reaches 33% of the same, you shall not use the remaining capital in the account, during the period in question, until funds are deposited for the original sum which was deducted, in order to reach the total amount previously kept in the Fund before the deduction was made. Paragraph III: If there is a surplus, the Board of Directors will decide, at the end of each year, the percentage of this amount that shall be put into the account of Patrimonial Fund of CONEP, a percentage that shall not be less than ten percent (10%).

Paragraph IV: The Board of Directors shall establish a regulation that will determine in detail the manner of use and management of the Patrimonial Fund. SECTION I Article 11.- CONEP will last indefinitely and can only be dissolved in compliance with the provisions of these by-laws.

CHAPTER III

GOVERNING BODIES OF THE BOARD OF DIRECTORS

Article 12.- The bodies that govern the Board are:

a) The General Assembly of Members b) The Plenary Session of CONEP and c) The Board of Directors

These bodies shall be organized in accordance with the provisions of these by-laws.

SECTION II GENERAL ASSEMBLY OF MEMBERS

Article 13.- The supreme authority of CONEP resides in the General Assembly of Members, convened according to the present by-laws, which shall establish policies and regulations deemed necessary to ensure compliance with the objectives of CONEP. It shall be validly constituted by the meeting of members in person, through virtual means, or by express delegation, according to the proportions and formalities required by common law and these by-laws. Once the Assembly is validly constituted, it shall validly deliberate and represent the universality of its members. The agreements of the General Assembly are final and conclusive, its resolutions are binding on its members, even those who are absent, dissenting, and incapable; and there will be no remedy against such agreements, , except in those cases provided by law. Paragraph I: The General Assembly shall consist of the universality of the members of CONEP, who are current in the payment of their dues. Paragraph II: Division of the General Assembly. The General Assembly shall have ordinary or extraordinary character, as stated in Articles 25 and 40 of these by-laws. Article 14.- Date and Place of the Meeting of the General Assembly. Calls. Every Assembly shall be preceded by the corresponding call, authorized by the President or by one-fourth (1/4) of the members entitled to vote and shall specifically express the matters to be discussed. Paragraph I: The meetings shall be held in the offices of CONEP or in any other place indicated in the notice of the meeting. Paragraph II: The Assembly shall be validly constituted by the meeting of members in person, through virtual means, or by express delegation, according to the proportions and formalities required by common law and these by-laws. Once the Assembly is validly constituted, it shall validly deliberate and represent the universality of its members.

Article 15. – Electronic Meetings. Meetings may be held by simultaneous or consecutive exchanges, jointly or crossed, by any means of communication, including and without limiting this statement to letters, e-mails, video conferences, conference calls, provided that communication thus used be simultaneous between members, or at least allow them to exchange answers immediately. These decisions will have the same force and effect as those adopted at a meeting with the physical presence of the members of the Board. These decisions

shall be recorded in minutes that must be signed by the Board of Directors, or otherwise approved by the votes taken by whatever means was chosen, which do not give rise to doubts regarding the decision made. This procedure shall be established by regulations approved by the Plenary, in accordance with the present by-laws. Article 16.- The Agenda shall be written by the Board of Directors, unless the meeting is called by one-fourth (1/4) of its members, and in this case it shall be written by them. Article 17.- They shall have the right to participate in the General Assembly:

1. Member Organizations; 2. Cooperative Businesses; and 3. Board of Directors.

Paragraph I: The Cooperative Businesses in the Assembly shall participate through the Delegates chosen by them. Paragraph II: The right to vote in deliberations shall take place according to regulations set forth in these by-laws. Article 18.- In order to be able to attend the General Assembly or any other Assembly, the Member Organizations and Cooperative Businesses should have paid their overdue fees, at least three (3) work days in advance of the meeting. Article 19.- Before holding any Assembly Meeting, the secretary shall keep an attendance register, with the names of the Member Organizations and Cooperative Businesses who are attending and the Delegates representing them, as well as the number of votes which correspond to each one. Paragraph : The register will be signed by the representative and will be certified by the Board and later deposited in the files of CONEP, to be informed upon request to any member. Article 20.- The Board of the General Assembly will be composed of the President, the Secretary, the Treasurer, and the Executive Vice-President. The Presidency passes in full to the President of the Board of Directors; in his absence, by whoever substitutes him according to these by-laws. In case there is no director with the ability to substitute him, in accordance with the order established by these by-laws, the Presidency shall rest on the member chosen by the Assembly. Paragraph I: The Secretary of the Board of Directors shall exercise the same function in the General Assembly.

Paragraph II: In case of absence of the Secretary and Vice-Secretary, the Assembly shall elect a substitute for the purposes of this meeting.

Article 21.- The quorum required to hold this General Assembly will vary depending on its nature, as established by these by-laws.

Article 22.- The resolutions and decisions of the General Assembly shall be taken by affirmative vote of half plus one of those present, unless otherwise stated in these by-laws. Article 23.- The minutes of each General Assembly meeting shall be put into writing and signed by the President and Secretary, and will be kept in the minute book binder of CONEP. Paragraph: The copies of these minutes, issued by the Secretary and reviewed by the President, will serve as proof of the resolutions of the Assembly and the faculties granted, as much in the legal aspect as in front of any person.

Article 24.- Without prejudice to what is written in these by-laws, the Assembly will be governed by the usual rules of the parliamentary system.

SUBSECTION I

SPECIAL PROVISIONS OF THE ORDINARY GENERAL ASSEMBLY Article 25.- The Ordinary General Assembly will have a meeting once a year, at the latest, on December 15. The meeting shall be notified by means of a circular letter and/or by an announcement published in a national daily newspaper with wide circulation, fifteen (15) days in advance.

Article 26.- The Ordinary General Assembly shall have quorum by the presence of half plus one of the Member Organizations and Cooperative Businesses, who are current in payment of their periodic fees and who are duly represented. If at the time indicated in the call no quorum is present, the meeting shall be suspended for an hour, and after this hour has passed, the meeting shall take place with those members present, regardless of their number.

Article 27.- The Ordinary General Assembly will discuss and vote on the following issues: 1. A detailed report on the tasks accomplished by the Board of Directors and an extensive statement on income and expenses of last year; 2. The members of the Board of Directors are elected every two (2) years. This process shall be organized and directed by the Electoral Committee, who shall be responsible for all the work of the Assembly as soon as this process begins;

3. To disclose the topics submitted to the Board of Directors, or at least one-fourth of the members with the right to vote; 4.To disclose and take decisions on all the issues included in the agenda of the Assembly;

5. To ratify , revoke or modify previous resolutions adopted by another Ordinary Assembly; 6. To substitute the members of the Board of Directors, for a justified reason or not, before the expiration of the term for which they were appointed, and fill in any vacancy which can occur on this Board for a justified reason or for any other reason;

7. To revoke the appointment of one or more members of the Board of Directors; 8. To consider and vote on agreements, resolutions, and declarations that may be appropriate and repeal or amend those previously approved.

SUBSECTION II ELECTIONS Article 28. Electoral Committee. Duration and Designation. The Electoral Committee is the branch of CONEP that is responsible for organizing and conducting all the work of the Ordinary General Assembly regarding the election of the members of the Board of Directors.

Paragraph. Designation. The Electoral Committee will be composed of a President, a Secretary, and a Member, who will be elected by the current Board of Directors, at least fifteen (15) days prior to the General Assembly who will elect the new Board of Directors. The current Board of Directors will indicate the specific manner in which the positions will be occupied by the President, Secretary, and members of the Commission, respectively.

Article 29. Faculties of the Electoral Committee. The Electoral Committee will organize the election process of the Board of Directors of CONEP. The terms of reference of the Committee are as follows:

a) Prepare methods and logistics of the election process of the Board of Directors; b) Determine the amount of members of CONEP who have respected the legal provisions of these by-laws and have the right to vote; c) Receive, within fifteen (15) days prior to the elections, the different nominees who wish to join the Board of Directors and verify they meet the requirements to do so, in accordance with these by-laws; and d) Announce the elected members of the Board of Directors before the General Assembly. Paragraph : When submitting a slate of candidates to elect the Board of Directors of CONEP, it shall specify if the designation of its Members is done to represent a business

organization or a cooperative business of CONEP. In these cases, the positions will belong to the member business organization of CONEP, who will decide to substitute the elected member for the person of their choice. Article 30.- The Ordinary General Assembly, when called together occasionally, has the same faculties as those mentioned in Article 27. Article 31.- The election of the President and the members of the Board of Directors will take place every two (2) years, on the date specified on the notice of the meeting, not later than November 30 of each year concerned.

Article 32.- In order to be nominated and elected President of CONEP, the nominees should be or should have been President of one of the Business Organizations affiliated to the institution.

Paragraph: In order to be nominated and elected Vice-President of the Board of Directors, the nominees should have been President or Vice-President of one of the Business Organizations affiliated to CONEP.

Article 33.- In order to be nominated and elected Members of the Board of Directors, the nominees should have been members of the governing bodies of any organization or business member of CONEP.

Article 34.-The election as President of CONEP implies, as of right, the waiver of any executive position this person may hold in any member organization.

Article 35.- The election of the Members of the Board of Directors shall be done by slates. Every slate must be presented by one or more of the affiliated Business Organizations of CONEP, no later than fifteen (15) days before the date of the elections. Paragraph I: Those nominees or slates of candidates who do not meet the conditions defined in these by-laws, shall not be admitted, nor shall be voted upon. Paragraph II: The candidates shall be able to prove they meet these requirements.

Paragraph III: The candidates shall only be able to appear on one of the proposed slates.

Article 36.- For the election of the President and other Members of the Board of Directors, the entities who are present shall require a majority of sixty percent (60%) of the votes in order to be elected in the first ballot.

Paragraph : If none of the slates reaches the percentage indicated in the first ballot, they shall proceed to a second ballot between the two slates of candidates that obtained the

majority of votes in the first ballot; in this second ballot, the slate which obtained the majority of votes shall be elected. Article 37.- For the election of the Board of Directors, the members of the Assembly shall have a number of votes proportionate to the extent of their economic contributions, consistent with the current scale of assessments, in accordance with the following parameters: I. The member organizations shall have the right to vote in the following proportion:

1.National Sector Leader Associations: 5 votes 2.Regional, Sub-Regional, and Special Associations: 3 votes 3. Sub-Sector or Product Specific Associations: 2 votes

II. Cooperative Businesses shall have the right to vote in the following proportion: 1.Businesses Type A:5 votes 2. Businesses Type B:4 votes 3. Businesses Type C:3votes 4. Businesses Type D:2votes 5.Businesses Type E:1vote

Paragraph I: For all the ballots referring to the election of the Board of Directors, the Member Organizations and Cooperative Businesses shall exercise their vote in conformity with the mechanism taken into consideration by the Extraordinary General Assembly, in accordance with Articles 17 and 43.

Paragraph II: Businesses category E are professional service institutions with a history of service to the business sector and of business and/or professional leadership. The affiliation of these institutions shall be made by invitation of the Board of Directors of CONEP, approved by the absolute majority of its members, which in case of being accepted by the invited institution, shall be completed following the procedures set forth in these by-laws. These institutions shall have the same rights and duties provided in these by-laws for all business categories and members; the same sanctions shall be applied in case of infringement of these duties and their representatives may be elected as members of the Board of Directors. The fee to be paid by Businesses category E shall be equivalent to the lowest existing fee at this time for any of the other member categories.

Article 38.- The Member Organizations and Cooperative Businesses shall only be able to vote in the Ordinary General Assembly in which the election of the Chairman and other members of the Board of Directors takes place, when they have been accepted as such with at least ninety days prior to the date set for the elections.

Article 39: The elected Board of Directors shall take possession during the first two weeks of the month of January following the date of the General Elections Assembly.

SUBSECTION III

SPECIAL PROVISIONS TO THE EXTRAORDINARY GENERAL ASSEMBLY Article 40.- The Ordinary General Assembly shall hold an extraordinary meeting, with sessions whenever necessary, at the location indicated in the notice of the meeting, as determined by the Board of Directors or the Plenary of CONEP. Paragraph I: They shall also meet when convened by one-fourth (1/4) of the Member Organizations.

Article 41.- The Extraordinary General Assembly shall be called by written notice, signed by the President or the person acting in his place, or whoever in accordance with these by-laws is entitled to do so, sending this notification of meeting to each Member, with at least thirty (30) days before the date of this Assembly meeting, through a notification sent by any means, including electronic means, to the addresses listed in CONEP, and also through public notice in a newspaper of wide circulation, seven (7) days prior to the date of the meeting. The agenda or the topics to be discussed in the Assembly should be specified in this notice. In addition, all documents and information related to the topics of the agenda shall be sent to the Members, when appropriate.

Article 42.- A quorum of the Extraordinary Assembly shall be constituted by half plus one of the Member Organizations and Delegates from the Cooperative Businesses.

Paragraph I: If at the time indicated by the call there is no quorum present, within the next five (5) days the Extraordinary General Assembly shall reconvene. Paragraph II: If at the time indicated by the second call there is no quorum present, within the next five (5) days the Extraordinary General Assembly shall reconvene. Paragraph III: If at the time indicated by the third call there is no quorum present, the Assembly shall be suspended for one hour, after which time it shall hold the meeting with those members present, regardless of the number.

Article 43.- Each participant of the Extraordinary General Assembly shall have the right to one (1) vote. Article 44.- The following are exclusive faculties of the Extraordinary General Assembly of Members:

1. To suspend permanently or expel the Member Organizations and Cooperative Businesses if they have not been judged by the Plenary of CONEP. In disciplinary issues that affect one or more associated entities; the representatives from each one shall abstain from participating in

the deliberation and voting. 2.To modify the by-laws, total or partially; 3.To decide on the disposal or transfer of all assets belonging to CONEP; 4. To agree on the dissolution of CONEP, in accordance with Article 94 and establish rules to liquidate all assets; 5.Any other powers set forth in these by-laws and any other not attributed to the Plenary or the Board of Directors of CONEP.

SECTION II

PLENARY OF THE THE NATIONAL COUNCIL OF PRIVATE ENTERPRISE Article 45.- The Plenary of CONEP is the main standing body in the coordination, consultation, and interchange of the business sector. It is composed of the Board of Directors and Member Organizations. Article 46.- The Plenary of CONEP shall be presided over by the President of CONEP, who shall be able to delegate conducting this meeting to the Vice-Presidents or any other executive in order of hierarchy.

Article 47.- The following are exclusive faculties of the Plenary of CONEP: 1. To agree upon and coordinate joint actions of the member organizations;

2. To agree on principles, policies, procedures, guidelines, and working methodologies that are common to the member organizations of CONEP; 3. To examine the quarterly financial statements presented by the Board of Directors; 4. To endorse the appointment of the Executive Vice-President done by the Board of Directors;

5.To hear of the Plans and Projects that are submitted by the Board of Directors; 6.To hear matters that may lead to disciplinary sanctions against the members of the Board of Directors, Member Organizations, and Cooperative Businesses. 7. To impose disciplinary sanctions on the Executive Vice-President for committing serious offenses by proposal of the Board of Directors. 8.To hear matters submitted by the Member Organizations and the Cooperative Businesses through their delegates;

9. To ratify the decisions of the Board of Directors which are submitted for their consideration; 10. To approve the minutes from the last meeting; 11. To authorize the Board of Directors to negotiate funding with mortgage securities or to relinquish certain asset or sum as collateral, in those cases in which it undertakes more than 50% of capital; 12. To approve or reject the Code of Ethics of the business sector, proposed by the Board of Directors. 13. To hear and approve the annual work plan, once approved by the Board of Directors. 14. To enact Regulations that are necessary for the application of these by-laws, proposed by the Board of Directors. Article 48.- The Plenary of CONEP shall meet every three (3) months, called upon by the President of CONEP with seven (7) calendar days in advance, which shall include the agenda and shall be done by physical or electronic means. Paragraph I: The calls for Extraordinary meetings shall be done with a minimum of twenty four (24) hours in advance, including the agenda, and may be done by a circular letter, electronically, and/or by public notice in a newspaper of wide national circulation. Paragraph II: The meeting may be called upon by twenty percent (20%) of its members, provided that they notify the President, in writing, of the reasons that justify this call. Article 49.- A quorum shall be constituted for the session of the Plenary of CONEP by the presence of half plus one of its members.

Paragraph: If no quorum is present, there shall be a one (1) hour wait for a recount, and then hold the meeting with the entities which are present, provided they represent not less than one-third (1/3) of its members. Article 50.- The decisions of the Plenary of CONEP shall be taken by favorable vote of the majority which is present.

Paragraph I: The members of the Plenary of CONEP have a voice and one vote. Paragraph II: The Board of Directors in full, shall only have one vote which will be expressed by the President of CONEP. Paragraph III: The members of the Board of Directors who at the same time have to represent some Member Organizations or who are Delegates of the Cooperative Business in the Plenary of CONEP, shall be entitled to cast the vote which corresponds to the Member

Organization being represented.

Article 51.-The representative before the Board of Directors and before the Plenary of CONEP who does not justify his lack of attendance to three or more consecutive meetings shall automatically be relieved from his functions, and the Board of Directors shall inform the entity to which this person belongs, in order for them to appoint an alternate. SECTION III THE BOARD OF DIRECTORS Article 52.- The address, administration, and ongoing management of CONEP and its interests and duties, will be responsibility of the Board of Directors, who shall exercise its duties in accordance with these by-laws. They are directly responsible for implementing the policies and initiatives originated from the agreements and resolutions of the General Assembly of Members and the Plenary of CONEP. Article 53.- The Board of Directors is composed of one (1) President, three (3) Vice-Presidents, one (1) Secretary, one (1) Vice-Secretary, one (1) Treasurer, and one (1) Vice-Treasurer; and fifteen (15) Directors who shall be elected every two years by the Ordinary General Assembly. Paragraph I: The members of the Board of Directors shall occupy their positions in representation of a business organization or entity, which shall be specified when elected. Paragraph II: The elected member, in representation of a member organization or entity of CONEP, may be replaced by these entities. The person appointed by the member organization or entity, shall meet the conditions required by these by-laws. This provision shall not apply in the case of the President of CONEP, who shall be replaced in case of a temporary or permanent offense, in accordance with the order of succession set forth in these by-laws.

Paragraph III: The members of the Board of Directors shall only respond to the implementation of their mandate, and do not contract any personal or joint liability regarding commitments of CONEP. Their personal liability is limited to cases where they have committed serious misconduct in the execution of the mandate conferred upon them, and if they acted in excess of the powers delegated to them by these by-laws or governing bodies. Article 54.- The duties of the Board of Directors are:

1. To approve the budget of CONEP and its modifications;

2. To hear, approve, and look after the faithful execution of the annual work plan,

whose proposal shall be presented by the Executive Vice-President, and once approved, it shall be presented to the Plenary of CONEP;

3. To discuss, in each meeting, the topics of interest in the business sector, to agree and

set positions, decide on actions and to ensure their full execution;

4.To examine the reports presented by the Executive Vice-President on the administration of CONEP, as well as their reports in compliance with the resolutions of the Board of Directors and working plans;

5. To execute the agreements and resolutions of the General Assembly of Members, of

the Plenary of CONEP, and their own resolutions;

6. To study the issues submitted by the members and agree on the corresponding institutional actions;

7. To arrange and organize the National Assembly of the Member Associations by

sectors, in order to study, assist, and coordinate in the most appropriate manner, the problems and specific interests of each economic branch represented in CONEP;

8. To set the agenda of meetings of the Plenary of CONEP, except when called upon by

twenty percent (20%) of its members, in which case these will govern the agenda;

9. To establish the organization and administration policies of CONEP, the Manual on Organization and Functions of the Institution, the Salary Scale, and a regulation on recruitment of staff and human resource management;

10. To appoint the Executive Vice-President and submit him to ratification of the Plenary

of CONEP; as well as to decide on their removal, substitution, or replacement; 11.To appoint working committees and commissions, as necessary, for the best functioning

of CONEP; 12. To appoint the External Auditor.

13. To appoint the representatives of CONEP before other institutions or working

committees, public or private, national or international, in which CONEP holds positions of the business sector and receives reports from them and instructs positions;

14.To study and evaluate the suggestions and recommendations of the technical and

operating commissions committees, submitting them to the Plenary of CONEP when deemed appropriate;

15. To consider and approve in advance the agreements and documents that CONEP

may subscribe with other organizations or institutions; 16. To substantiate the records raised in case of breach of duty by some of the members

of CONEP;

17. To approve the minutes of their last session;

18. To approve the new members of CONEP;

19. To perform the ordinary acts of administration of funds and assets of CONEP, for which it can authorize the President to enter into contracts, in accordance with the present by-laws and current regulations;

20.To authorize the exercise of any legal actions, administrative contentious legal

proceedings, in constitutionality or any other in which CONEP appears as plaintiff or intervener, and authorize, furthermore, the exercise of any recourse procedures, ordinary or extraordinary, exceptions and means of defense and authorize procedures of forfeiture of property, of executive property, of retentive property, oppositions, or other;

21. To implement the agreements of the General Assembly, meeting all of the provisions

that include details that have not been clarified or provided for in those agreements. 22. To authorize the purchase of all types of goods and dispose the guidelines to establish ranks of authority;

23. To authorize the signing of loan contracts, unsecured loans, opening checking and deposit accounts, certificates of deposit, lines of credit, letters of credit, and any other type of financial or banking operation, or with commercial or industrial companies; and withdrawal of a partial or total amount of funds of the same, all in accordance with other provision of these by-laws;

24. To accept donations, legacies, payments or contributions of any nature, in accordance

with the present by-laws;

25. To fill, when necessary, vacancies that may occur herein, when applicable; provided there is a majority vote, which must be ratified by the next General Assembly;

26. To acknowledge the serious offenses committed on behalf of Members of CONEP or its branches, and recommend to the General Assembly to impose the corresponding sanctions; 27. To establish the categories of Members, determine the fees they should pay, and establish penalties for breach of such payments;

28. To enter into all types of contracts, agreements, pacts, transactions, obligations, or other legal acts of interest to the business sector;

29. To confer all types of appointments, mandates, and faculties, according to their

responsibilities;

30. Everything else conferred upon by these by-laws and the resolutions of the Assembly or Plenary of CONEP.

Article 55.-The Board of Directors shall ordinarily meet once a week, on the day and hour established for the same, and extraordinarily meet all the times it shall be deemed necessary, prior written notice by electronic means, done by the President or the other five (5) of its members. Paragraph I: The quorum required to hold every meeting is one-third (1/3) part of its members. Paragraph II: Its decisions shall be taken by a majority vote of the members who are present.

Paragraph III: In case it is not possible to hold the meeting in question, the members of the Board of Directors shall be notified with twenty four (24) hours in advance, by means of a communication sent by e-mail on the impossibility of having the same; and it shall indicate the reason for not having the meeting. Article 56.- The President of CONEP shall preside the Board of Directors, the Plenary of CONEP, and the General Assembly of Members, and in consequence, shall be its main representative and its official spokesperson.

The duties of the President are: 1. To represent CONEP in all of its acts, public or private, and before any authority, person,

or entity; 2. To represent CONEP in all national and international organisms of which it is a member,

or delegate its representation, as deemed appropriate by the Board of Directors;

3. To sign, jointlywith the Secretary, the recordsor documents which are necessary, withoutprejudice to the provisions of Article 54, with respect to the faculties of the Board of Directors;

4. To sign correspondences, communications, and notices that apply, as well as contracts,

pacts, agreements, and resolutions approved by the Board of Directors; 5. To obey and ensure that all agreements and provisions of the General Assembly, of the

Board of Directors, and of the Plenary of CONEP are fulfilled; 6. To represent CONEP in justice, either as plaintiff or defendant; 7. To submit annually, to the Ordinary General Assembly, the management report of the

Board of Directors;

8. To request from the corresponding agencies, the modifications to the by-laws approved by the Extraordinary General Assembly;

9. To sign loan contracts and open bank accounts, jointly with the Treasurer, in accordance with the regulations established in the present by-laws;

10. To preside the meetings of the General Assembly, of the Plenary, and of the Board

of Directors; 11. To supervise all of the activities of CONEP and recommend to the Board of Directors the

approval of measures that are considered appropriate;

12. Everything else conferred upon by these by-laws or with the power granted by the Assembly, the Board of Directors, or the Plenary of CONEP; and which do not correspond to another branch or person.

Article 57.- The Vice-Presidents, in the order of their designation, will substitute the President in case of an accidental offense, temporary or permanent, with all the faculties conferred upon the substitute by these by-laws.

Article 58.- The Secretary shall have the following duties: a) To certify with his signature the minutes of the sessions for the General Assembly of Members, for the Plenary, and for the Board of Directors; b) To serve as rapporteur for the sessions of the General Assembly of Members and Business Conventions; c) To sign, with the President, the circulars and memorandums that come from the Board of Directors, when necessary. Paragraph I: The minutes of the meetings of the General Assembly of Members, of the Plenary, and of the Board of Directors, must be filed in the appropriate folders.

Article 59.- In case of accidental fault, temporary or permanent on behalf of the Secretary, he will be substituted by the Vice-Secretary and in his absence, by any of the members of the Board of Directors. The Board of Directors shall make the appointment, in the manner they consider appropriate, setting the term for which that person shall occupy the position of Secretary, depending on whether it is a temporary or permanent absence.

Article 60.-Treasurer. The Treasurer shall be responsible for the funds and accounting records of CONEP, to keep them updated and to present the Board of Directors with the updated balance sheet of the entity, quarterly or whenever required. In the same way, he shall present the monthly balance sheet of the Finance Committee, within the first ten (10) days of each month. The Treasurer shall be responsible, also, for presenting to the Ordinary General Assembly, the annual balance sheet of CONEP, which must be certified by an external auditing firm. Also, to ensure that the budget is implemented as it was approved; presenting, for

knowledge and approval of the Board of Directors, the budget adjustments or changes that are necessary.

In case of death, interdiction, resignation, suspension or when the Treasurer is absent or unable to act as such, he will be replaced by the Vice Treasurer.

Article 61.- Directors comprising the Board of Directors shall not have executive functions, except those that are delegated in accordance with these by-laws, that have a voice and vote in the meetings of this branch; and voice, but not vote, at meetings of the plenary of CONEP.

SECTION V

EXECUTIVE VICE-PRESIDENCY

Article 62.- There will be an Executive Vice-President , appointed by the Board of Directors and ratified by the Plenary of CONEP. Paragraph: If necessary, the chief executive of CONEP may be appointed, at first, with the rank of Executive Director, until completion of the trial period agreed by the Board of Directors.

Article 63.- The Executive Vice-President shall attend, except by legitimate excuse, or by decision of the Plenary of CONEP, all meetings of the General Assembly and the Plenary. Paragraph: Equally, he must attend, unless by legitimate excuse or by decision of the Board of Directors, to the meetings of the Board of Directors and other branches and agencies of the Association, always with a voice but no vote.

Article 64.- The position of Executive Vice-President shall be paid according to the amount established when appointed by the Board of Directors, and other modifications and special salaries agreed upon by the Board of Directors, and will last indefinitely.

Article 65.- The Executive Vice-President shall have the following responsibilities: 1. To submit to the Board of Directors a proposal for the Annual Work Plan, no later than the first week of February, which after being approved by the same, will be submitted for knowledge and approval of the Plenary of CONEP, in accordance with these by-laws, at the latest by the second week of February;

2. To represent and be the institutional spokesperson, following the guidelines of the institution, by delegation of the Board of Directors, or the Plenary of CONEP, or the President;

3.To subscribe and sign communications, official letters, circular letters, and notices that are necessary; 4. To direct, coordinate, and supervise all departments, managers, agencies, and staffs of CONEP;

5. To exercise liaison functions between branches that take the decisions and working committees of CONEP; 6. To coordinate the work of the representatives of CONEP with the different branches established by law, where the institution appoints such representatives and reports to the Board of Directors on these activities;

7. To coordinate technical advisory work, public relations, training, and other activities approved by the Board of Directors;

8. To prepare the draft for the Institutional Budget, submit it to the approval of the Finance Committee, at the latest on the second week of January, and once approved by them; to present it for consideration and approval of the Board of Directors, no later than the third week of January;

9. To supervise and assure good management of finances of CONEP, including the implementation of the budget and the inflow and outflow of funds;

10. To appoint, after a competitive examination of merits, and to remove the staff of the institution under the policies established for that purpose by the Board of Directors, the Manual of Organization and Functions, the Manual on Classification of Positions, and the Salary Scale approved by the Board of Directors, and present to them the proposal for appointment of the Directors and Area Managers; and submit a monthly report to the Board of Directors on hiring and removal of staff for the period. 11. To submit reports required by the Plenary and the Board of Directors, with the regularity they establish;

12. To supervise the work of the other officers and employees of CONEP, and ensure compliance with the functions agreed upon and performance measurement of the same;

13. To coordinate the various committees of CONEP and ensure that the corresponding information from all representations held on behalf of CONEP is processed, received, and informed to the Board of Directors;

14. To manage and organize the services of CONEP; 15. To manage jointly with the members of the Finance Committee and especially with the Treasurer, as well as with the corresponding accounting officials of CONEP, all deposit operations and collection of fees, services, contributions or donations;

16. To take over and safeguard, with an inventory, the documents, books, manuscripts, furnishings, and articles belonging to CONEP; 17. To prepare a draft of the annual report of the work of CONEP and submit it for approval of the Board of Directors, which will be presented by the President on behalf of the Board of Directors at the Ordinary General Assembly;

18. To inform the President and the Board of Directors of any urgent or important matter for CONEP, immediately after becoming aware of the matter; 19. Any other matter within the institutional framework that shall be delegated by the governing bodies or the President.

CHAPTER IV MEMBERS OF THE BOARD

SECTION I MEMBER ORGANIZATIONS

Article 66.- They are considered as Member Organizations of CONEP, the associations, organizations, chambers, business federations, and confederations who founded or have been or were admitted as such, in accordance with their statutory regulations.

Article 67.- To join CONEP as a Member Organization, you shall meet the requirements listed below:

1. To be a business organization of private nature , characterized by the defense of their vision, philosophy, and the legitimate interests of the private sector, and to meet all the requirements established by the present by-laws or mandated by the governing bodies of CONEP;

2. To be established in accordance with applicable laws; 3. Registration form duly signed and stamped by the main representative of the

organization; 4. Written admission application, including required information, in accordance with the

rules issued by the Board of Directors; 5. A copy of the constitutional documentation of the current by-laws, the minutes of the

meeting that decided the composition of its Board of Directors, and the minutes of the meeting in which it was authorized to request membership to CONEP.

6. To be admitted by resolution of the Board of Directors. Article 68.- The Board of Directors, in view of the documents referred to in the preceding Article, as well as the additional information it shall deem necessary, will decide by the vote of an absolute majority of its members, whether the applicant organization is admitted or not.

Article 69.- When admission is agreed upon, the Board of Directors will determine the initial contribution to the patrimonial fund of the institution and the corresponding fee, in accordance with the scale of contributions, defined for that purpose by the same.

Article 70.- The admitted business organization shall be notified by a communication signed by the President of CONEP, indicating the date of the meeting where its incorporation to CONEP is admitted, the resolution of the Board of Directors, the amount of the contribution to the patrimonial fund, and the corresponding fee. Paragraph I: Admission as a member of the Plenary of CONEP will be effective from the completion of the contribution to the Patrimonial Fund and payment of the first fee.

Article 71.-The Members of CONEP have the following duties:

1. To attend the meetings of the General Assembly and the branches for which they have been elected or appointed;

2. To abide by and comply with the by-laws, regulations, and resolutions issued by the

institutional branches and the Code of Ethics of the business sector approved by CONEP;

3. To cooperate, to the best of their abilities, individually and collectively, with the

specific tasks and functions assigned to them by the institutional bodies of CONEP;

4. To inform CONEP of the issues which are of interest to the business sector; 5. To pay entrance fees and dues to be determined, under these by-laws.

Article 72.- Member organizations of CONEP have the following rights:

1. Receive institutional support from CONEP, in accordance with these by-laws; 2. Receive member services established by CONEP;

3. Propose items of the agenda for the Plenary Sessions of CONEP and the Board of Directors;

4. Receive equal and fair treatment, without distinction of any kind, in accordance with the fulfillment of the provisions of these by-laws; 5. Participate in the General Meeting of Members and in the Plenary of CONEP, set

under conditions established by these by-laws, and to attend the meetings of the Board of Directors, when invited by the latter;

6. Receive regular reports on the institutional and financial situation of CONEP, as

provided for in these by-laws; 7. Participate in the appointment of people responsible for liquidating the assets of

CONEP, under the terms established by law for the Regulation and Development of the Nonprofit Associations.

Article 73.- The exercise of the rights, as agreed in these by-laws, of the members of CONEP is conditioned to, among others, being up to date in their financial obligations to CONEP .

Article 74.- The member who fails to pay the consecutive fees of one semester, shall be automatically suspended as a member of CONEP, without further procedures other than the evidence of default issued by the Executive Vice-President and the communication to the corresponding member.

Paragraph I: The suspension provided by this Article shall cease as soon as all outstanding fees are paid, provided that the failure has not lasted longer than a year, in which case the authorization of the Board of Directors is required.

Paragraph II: The member who fails to pay the consecutive fees of one year, shall be automatically suspended as a member of CONEP, without further procedures other than the evidence of default issued by the Executive Vice-President and the communication to the corresponding member. Article 75.- The member organizations of CONEP may withdraw from it whenever they wish, by establishing the date, in writing, after which they want their separation to become effective. Paragraph I: They shall send to CONEP, a duly certified copy of the corresponding minutes of the meeting of the governing body responsible for such a decision, in accordance with the by-laws.

Paragraph II: The entity wishing to withdraw from CONEP shall pay the fees due and those fees that apply to the term indicated to make effective such withdrawal.

Article 76.- The breach of duties set forth in Article 71 shall be liable to a reprimand, suspension for a specific period or expulsion, depending on the severity of the offense.

Paragraph I: The Board of Directors shall agree on the reprimands and suspension; and the expulsion shall be agreed by the Plenary of CONEP. Paragraph II: The interested party shall be heard prior to, if so requested, and a corresponding file shall be opened.

Article 77.- The entity that has lost its membership because of failure in payment of dues may re-enter CONEP, having complied with all entry requirements identified by these Articles, and once having paid the outstanding balance for the amount due. The suspended members, those who have lost their quality, as has been stated, and those expelled, shall lose the rights conferred on them by these by-laws. SECTION II COOPERATIVE BUSINESSES

Article 78.- Cooperative businesses are legal persons established for private business purposes, directly affiliated to CONEP, in accordance with the present by-laws and with the rights and duties established therein. Article 79.- The company interested in joining CONEP under the condition of a Cooperative business, must make his written application for admission with the documents and information established for Member Organizations in these by-laws, or those established by the Board of Directors. Paragraph: The admission of a Cooperative Business is subject to the same provisions and requirements established in the case of the member organizations.

Article 80.- Cooperative Businesses enjoy the privileges accorded to them under these by-laws. They are obliged to fulfill the duties stipulated by these Bylaws for Member Organizations of CONEP, and the violation of these duties shall be punished in accordance with the provisions of these by-laws for member organizations. Their participation in governing bodies of CONEP shall be done in accordance with the provisions of these by-laws.

CHAPTER V TREASURER AND FINANCE COMMITTEE

Article 81.- The Treasurer is the coordinator of the Finance Committee, which is composed of the Vice-Treasurer, of a Vice-President appointed for this purpose by the Board of Directors, and an Executive Vice-President.

Paragraph I: The President of CONEP may join the work of the Finance Committee when it is required.

Paragraph II: At the meetings of the Finance Committee, by its prior agreement, the official who is directly responsible for administrative and financial matters of CONEP, in accordance with the Manual of Organization and Functions, may participate in the same. The Secretariat of the Commission shall be headed by the Executive Vice-Presidency. Article 82.- The duties of the Finance Committee are:

1) To verify and validate the draft of the institutional budget proposed by the Executive Vice-Presidency, prior to being subject for approval to the Board of Directors; 2) To propose to the Board of Directors a collection of special fees and special contributions from the members, and any other income of CONEP;

3) To oversee the funds of CONEP and approve the internal administrative policies; 4) To validate the budget performance reports to be submitted monthly to the Board of Directors or which shall be presented to the Plenary of CONEP;

5) To prepare the annual inventory of the assets of CONEP and review the results thereof;

6) Others stipulated in these by-laws and regulations. Paragraph: In case of an accidental, temporary or permanent absence of the Treasurer, the Vice-Treasurer shall perform his duties. Article 83.- The payment system of regular fees for the Members and Cooperative Businesses shall be established by a special resolution of the Board of Directors and will be determined by taking into account the size of the membership, in the case of the first one, and average capital, trading volume, payment capacity of the latter one. Their payment will increase the funds of the general budget of CONEP.

Paragraph I: The extraordinary contributions of Members and Cooperative Businesses may be used for special programs and/or for the Patrimonial Fund in accordance with the standards established in these by-laws. Paragraph II: These contributions, in-kind donations and discounts in services, shall not be computed for purposes of voting or membership.

Article 84.- The fiscal year of CONEP shall begin on the first (1st) day of January and shall end on the thirty-first (31st) day of December of each year.

Paragraph I: When the fiscal year is ended, CONEP´s financial statements shall be prepared, showing the status of assets and liabilities, income statement, inventory and any other accounts or balance sheets.

Paragraph II: These financial statements shall be certified by a firm of external auditors and shall be submitted to the Board of Directors and to the General Assembly held within three (3) months following the close of the year, together with the Annual Report of the Board of Directors.

CHAPTER VI PAST PRESIDENTS COMMITTEE

Article 85.- The Past Presidents Committee is an advisory body to the President of CONEP, formed by past presidents of the institution, to consider issues of institutional and national interest,

Paragraph I: The Past Presidents Committee shall be convened by the President of CONEP or by three (3) of its members, as often as it deems necessary, or as requested by the Board of Directors. The President shall forward the notice with the topics on the agenda.

Paragraph II: The meetings of the Committee of Past Presidents shall be coordinated by CONEP´s former past president. Paragraph III: The past presidents shall have the quality of honorary members of CONEP and under such condition shall be invited to institutional activities and must receive a preferential treatment, according to this condition. Paragraph IV: The status of honorary member is intuitu personae and does not include the companies owned by those who hold this status, since these companies must fulfill the rules established in these by-laws, in order to keep their membership.

CHAPTER VII

WORKING COMMITTEES AND INSTITUTIONAL REPRESENTATIVES Article 86.- The Board of Directors may establish technical and operational committees for those matters which they consider necessary. Article 87.- Technical committees are responsible for analyzing, deliberating and considering studies, assignments and reports that are submitted to them by the Board of Directors, the President or the Executive Vice-President, to make recommendations on these matters. Article 88.- Operational committees will be responsible for implementing advocacy actions or following up on topics of interest related to the business sector, the Board of Directors, the President and the Executive-Vice President, as appropriate. Article 89.- The committees shall be composed of representatives from business organizations which have been appointed for that purpose. A member of the Board of Directors, who is appointed for this purpose, or otherwise by the Executive Vice-President, shall be coordinating the work of these committees.

Paragraph: When deemed necessary, the Board of Directors or the President may integrate specialists, and those who are not specialists, as consultants. Article 90.- The Board of Directors shall appoint the institutional representatives for those bodies, that under the provision of a law, presidential decree or any other provision, has within its members a representative of CONEP.

Paragraph I: The Representatives appointed for these functions shall act under authority and guidance of CONEP.

Paragraph II: The Representatives of CONEP, before these bodies, should report their actions to the Board of Directors, the President and the Executive Vice-President, as appropriate.

CHAPTER VIII

AMENDMENTS TO BYLAWS Article 91.- The Board of Directors may propose amendments to these bylaws. Likewise, thirty-three percent (33 %) of the members of CONEP´s Plenary may propose amendments, through a written request to the Board of Directors.

Article 92.- The written text of the proposed amendments shall be attached to the notice of the meeting, at least fifteen (15) days prior to the established date of the Extraordinary General Assembly, where they shall be known to them. Article 93.- A quorum of not less than three-quarters (3/4) of the members entitled to vote is required, in order to make these amendment proposals known. Their decisions will be taken with two-thirds (2/3) of the members present.

CHAPTER IX DISSOLUTION OF THE CONEP

ARTICLE 94. Dissolution and Liquidation. The dissolution of CONEP shall be resolved exclusively by the Extraordinary General Assembly convened expressly for that purpose, and with the approval of two-thirds (2/3) of all members of CONEP. In this case, it will appoint at least five (5) members to proceed with the liquidation of the assets of CONEP, which must be decided by a majority, in compliance with the requirements of Law No. 122-05.

CHAPTER X GENERAL PROVISIONS

Article 95.- The members of the Board of Directors, Executive Vice-President, Coordinators, Deputy Coordinators of the working committees, and members of CONEP´s team, shall not be able to perform any public function or public office, elected or appointed office, or be candidates for elected office; except for honorary or teaching positions, or those in representation of the institution. They shall not be active members of political parties or groups and/or members of its governing bodies or any other party structure such as commissions, sectional offices, etc. Paragraph I: If a member of the Assembly or the Board of Directors, during the period for which he was elected, is appointed to public office or as a candidate or pre-candidate for public office, or becomes part of the governing body or has active membership in a political party, this member shall be suspended immediately and removed from office, while this

impediment lasts, or until the expiration of their positions in the Plenary or the Board of Directors, whichever comes first.

Article 96.- In CONEP´s governing bodies, individual votes shall always be confidential. Article 97.- Any grammatical gender used in drafting these by-laws is not intended, in any way, to compromise the principle of equal rights for women and men.

CHAPTER XI TRANSITORY PROVISIONS

Article 98.- The Board of Directors elected for the period 2015-2017, even though the registration process and advertising of the new by-laws may not be completed, once they are approved, the provisions adopted at the Extraordinary General Assembly convened for this purpose shall be applicable. Paragraph : The provisions of the main part of this article is done in the understanding that, with respect to the requirements for election, both the regulations of the present by-laws, as well as the new provisions adopted in this regard, shall be applied temporarily; and any other new requirement that may arise, shall be fulfilled after approval of the same.