BYLAWS OF THE ENVIRONMENTAL ASSOCIATION COPAÍBA - CNPJ: 04.223.805/0001-55
Art. 1st. The Statute of the Copaíba Environmentalist Association is replaced by the following wording:
TITLE I – NAME, HEADQUARTERS, DURATION AND PURPOSES.
Art. 1st. The Associação Ambientalista Copaíba (AAC) is a non-profit, private legal entity, constituted as an association, with an indefinite duration, with headquarters at Estrada Municipal da Pedra Branca, Pedra Branca neighborhood, in the municipality of Socorro, State of São Paulo, governed by these Bylaws and applicable legislation.
Single paragraph. The AAC will act, primarily, in the hydrographic basins of the Peixe and Camanducaia rivers, in the states of São Paulo and Minas Gerais, although it may operate in other areas of the country.
Art. 2nd. The purposes of the AAC are:
- Conserve and restore native forests, mainly in the Atlantic Forest Biome;
- Promote, support and execute forest restoration projects;
- Promote, support and execute the production of seedlings and seeds of native species;
- Contribute to the development and improvement of public environmental policies;
- Develop and develop programs and projects related to environmental education and awareness, conservation and recovery of the natural environment, mainly in the Atlantic Forest Biome;
- Promote sustainable development;
- Promote the improvement of the population's quality of life through socio-environmental projects and programs;
- To promote and encourage the production and dissemination of knowledge in the environmental and sustainable development areas, including through scientific and journalistic publications;
- Develop training, qualification and professional updating activities in the environmental and sustainable development areas;
- Organize debates, seminars, lectures, courses, congresses, fairs, exhibitions and events in the environmental area.
Art. 3rd. In carrying out activities and projects there will be no prejudice based on race, skin color, gender, religion, origin, sex, age or any other forms of discrimination.
Art. 4th. At the headquarters or in any activity of the AAC, party political manifestation is expressly prohibited.
Art. 5th. In order to fulfill its purposes, the AAC will act through the direct execution of projects, programs or action plans, the donation of physical, human and financial resources, or the provision of intermediary services to support other non-profit organizations and bodies in the sector. public working in related areas.
Single paragraph. To achieve its purposes, AAC may sign agreements, contracts, partnership terms, cooperation terms or other legal instruments with individuals or legal entities governed by private or public law, national or foreign.
TITLE II - ASSOCIATES
CHAPTER I - COMPOSITION
Art. 6th. A member is any natural person who joins the AAC under the terms of these statutes.
Art. 7th The AAC will consist of an unlimited number of members, distributed in two categories, namely:
- Founding members: individuals who participated in the Constitution Assembly and who signed the AAC's founding minutes;
- Effective members: individuals who require membership of the AAC and are ratified by the Ordinary General Meeting.
Single paragraph. The Board of Directors may create categories of collaborators, exempt from the duties and without rights of the associates, aiming to promote the participation of individuals or legal entities in the activities of the AAC or the mobilization of resources.
Art. 8th. Members, regardless of category, are not jointly or severally liable for the association's obligations, nor may they use their symbols or speak on their behalf, unless expressly authorized by the Board of Directors.
Art. 9th. Membership is non-transferable.
CHAPTER II - MEMBERSHIP AND CONTRIBUTION
Art. 10th Individuals interested in joining the AAC must fill out the appropriate form and forward it to the Executive Secretariat together with the documents required in the internal regulations.
Single paragraph. It is up to the Board of Directors to assess the entry of the new effective member and forward him/her to the General Assembly for approval and ratification.
Art. 11th For the affiliation of effective members, the Board of Directors, through the AAC Bylaws, will create categories of financial contribution that may be differentiated.
Art. 12th The Board of Directors may exempt members from paying dues or other contributions in accordance with the AAC bylaws.
CHAPTER III - RIGHTS AND DUTIES OF ASSOCIATES
Art. 13th The rights of members are:
- Participate in the meetings of the General Assembly, with the right to voice and vote;
- Apply for and assume positions on the Board of Directors;
- Request the convening of the Meetings, pursuant to these Bylaws;
- Visit its headquarters and learn about projects and work in progress;
- Submit proposals and claims to the Board of Directors;
- Have access to the membership database, the minutes of the Assembly of Members and updated copies of the AAC statute and bylaws.
Art. 14th The duties of associates are:
- Participate in General Assembly meetings;
- Comply with the present Statute, the rules and regulations of the AAC;
- Comply with the decisions of the General Assembly and the Board of Directors;
- Care for the good name and image of the AAC;
- Punctually pay your annuity and other contributions that may be instituted, unless exempt;
- To commit, within the scope of its activities, so that the objectives of the AAC are achieved;
- Keep your personal data updated with the AAC Executive Secretariat.
CHAPTER IV - GENERAL PROVISIONS
Art. 15th. Failure to comply with financial commitments will be considered just cause and will result in the termination of the member's rights, except for those exempt, according to the AAC's bylaws.
Art. 16th In the case of statutory violation or behavior contrary to nature conservation, considered just cause, the penalties of warning or exclusion of the member may be imposed by the Board of Directors. The penalty will be communicated to the penalized through a letter issued by the Directing Council.
- 1st. The warning consists of a written communication addressed to the member.
- 2nd. Exclusion is the termination of the member from the AAC board. It presupposes the application of two warnings.
- 3rd. A member who has two consecutive or three alternating absences at the General Meetings, whether Ordinary or Extraordinary, without written justification, will be automatically excluded from the AAC by the Board of Directors, upon written notice.
- 4th. The decisions of the Board of Directors that decree the exclusion of a member may be appealed to the General Assembly.
- 5th. The excluded member will only be able to request, again, his adhesion to the AAC after 3 (three) years of his exclusion, being the approval subject to the Ordinary General Assembly.
Art. 17th. The member may request, through a letter addressed to the Board of Directors, his/her dismissal from the AAC or temporary removal. The removed member may, at any time, request his/her return to the membership.
Art. 18th. If the member is an AAC employee, his/her rights and duties as a member are temporarily suspended for the duration of the employment relationship.
TITLE III - GENERAL MEETINGS
CHAPTER I - STRUCTURE AND COMPETENCE
Art. 19th The General Assembly is the sovereign body of the AAC, with the participation of all members who are in full enjoyment of their rights, as provided for in these statutes.
Art. 20th It is incumbent upon the General Assembly:
- To elect the members of the Board of Directors and Fiscal Council;
- Dismiss the members of the Board of Directors and Fiscal Council;
- Modify, in whole or in part, these Bylaws;
- Decide on the fate of the AAC, its transformation or dissolution;
- Appreciate the recommendations of AAC bodies;
- Decide on the activity report, financial balance and other accounts of the AAC to be presented by the Board of Directors;
- Approve the admission of new members;
- To function as an appeal instance for the decisions and deliberations of the Board of Directors;
- Authorize trading of AAC's real estate;
- Resolve any cases not covered by this Statute.
CHAPTER II - GENERAL MEETINGS
Art. 21st. The General Meeting will ordinarily take place once a year, in the first quarter, and extraordinarily whenever necessary.
Art. 22nd The Assemblies may only resolve on matters for which they have been convened.
Art. 23rd The General Assembly meetings will be called 7 (seven) days in advance, for purposes previously stipulated by public notice to be sent by email to the members or published on the AAC website.
Single paragraph. Call notices must contain:
- Date, time and place of the Meeting;
- Agenda of the Assembly.
Art. 24th The following may convene Meetings, under the terms of these Bylaws:
- The Board of Directors;
- The Supervisory Board;
III. 1/5 (one fifth) of the members in good standing.
Art. 25th The General Assembly, except in the cases provided for in these Statutes, will be installed on first call with the presence of more than half of the associates in full enjoyment of their statutory rights and, on second call, fifteen minutes later, with any number of associates.
Art. 26th The deliberations of the General Assembly, except in cases expressed in Law and in these Statutes, will be given by a simple majority of votes of the members present and in full enjoyment of their statutory rights, with an individual vote, with the possibility of voting by proxy.
Sole paragraph: in the cases provided for in items I, II and IV of article 20 of these bylaws, the vote must be secret.
Art. 27th The General Meeting will be chaired by the Chairman of the Board of Directors or by another member of the Board designated by him, and the Chairman of the Meeting will be responsible for appointing its Secretary. In cases of impediment of the President, it will be up to the Assembly to choose, by criteria defined by it, who will be in charge of the Presidency.
Single paragraph. It is incumbent upon the President of the Assembly to direct and maintain the order of business, break the tie for roll-call votes and proclaim the decisions of the Plenary.
Art. 28th The Assemblies will be open to the general public, with the possibility of manifestation, but without the right to vote, following the order of work imposed by the President of the same.
Art. 29th For the resolutions referring to items II, III and IV of article 20, the concurrence vote of (2/3) two thirds of those present at the Meeting specially convened for this purpose is required, and it cannot resolve, on first call, without an absolute majority. of the associates, or with less than one third in the following calls.
Art. 30th In the event of dismissal of the Board of Directors, the General Assembly will set a maximum period of 30 (thirty) days for the new election and will appoint a commission with 3 (three) members to respond on an interim basis for their functions.
TITLE IV - ADMINISTRATION
CHAPTER I - BODIES
Art. 31st. The administration of AAC is exercised by its bodies, in compliance with their respective statutory powers.
Art. 32nd The AAC bodies are:
- Board of Directors;
- Executive Secretary;
- Fiscal Council;
- Consulting board.
Single paragraph. The administration of AAC in the execution of its activities must obey the principles and rules established by these Bylaws, mainly the principles of legality, impersonality, morality, publicity, economy and efficiency.
Art. 33rd The positions of the Executive, Fiscal and Advisory Boards are not remunerated, in any capacity, and their members are expressly prohibited from receiving any profit, bonus, bonus or advantages, for the positions held with the AAC.
Single paragraph. The AAC may reimburse the members of its Councils for expenses incurred by them in the service of the Association, upon proof and justification.
Art. 34th The administrators, except in cases of abuse of power or violation of the Law or the Bylaws, are not responsible for the obligations assumed by the AAC.
CHAPTER II - BOARD OF DIRECTORS
SECTION I - STRUCTURE AND COMPETENCES
Art. 35th The Board of Directors, in charge of the governance of the AAC, will be composed of five to seven associates in good standing, elected by the General Assembly, being a President, a Vice-President and three to five Directors.
Sole paragraph: the number of directors will be defined by the General Meeting of AAC
Art. 36th It is incumbent upon the Board of Directors:
- Call and install General Meetings;
- Comply with and enforce the Statute, the Internal Regulations, the decisions of the General Assembly and the resolutions of the Board of Directors itself;
- Elaborate, modify and approve the Internal Regulations of the AAC;
- Ensure that the AAC has an effective institutional strategic plan and that it is periodically reviewed;
- Coordinate the elaboration of the strategic plan;
- Approve the annual planning of the AAC and its respective budget;
- Approve new programs and projects;
- Oversee the execution of the strategic plan, annual plan and budget, programs and projects of the AAC;
- Ensuring that the AAC obtains adequate and sufficient resources and that they are used efficiently and transparently;
- Appoint, dismiss and decide on the remuneration of the members of the Executive Secretariat;
- Support, supervise and constantly evaluate the performance of the Executive Secretariat;
- Evaluate the performance of the Board of Directors itself;
- To present to the General Assembly the report of activities, financial balance and rendering of annual accounts of the AAC;
- Appoint the members of the Advisory Board;
- Appreciate the recommendations of the Supervisory Board, the Advisory Board and the General Assembly;
- Appreciate the entry of new effective members and forward them for approval and approval by the General Assembly;
- Apply punishment to associates, under the terms of these statutes and the AAC's bylaws.
SECTION II - MEMBERS OF THE BOARD OF DIRECTORS
Art. 37th It is incumbent upon the Chairman of the Board of Directors:
- Represent AAC, legally, judicially and extrajudicially, and may be represented by another person under the law;
- Install and preside over the General Assembly meetings;
- Convene and chair the meetings of the Board of Directors;
- Open and operate bank accounts, together with the Executive Secretary and/or the Vice-President of the Board of Directors.
Art. 38th It is incumbent upon the Vice-President of the Board of Directors:
- Open and operate bank accounts, together with the Executive Secretary and/or the Chairman of the Board of Directors;
- Substitute the President, in the absences and absences of the President, whether definitive or temporary:
- Before public offices, notaries and municipalities;
- In the conclusion of contracts.
Art. 39th It is incumbent upon the Directors:
- Participate in the meetings of the Board of Directors;
- Represent the AAC, when requested by the President;
SECTION III - BOARD OF DIRECTORS MEETINGS
Art. 40th The Board of Directors will meet:
- Ordinarily, once a month;
- Extraordinarily, whenever necessary.
Art. 41st. For a meeting to be considered official, the presence of more than half of the members of the Board of Directors is required.
Art. 42nd The decisions of the Board of Directors will be taken by a simple majority of votes, with the Chairman having the casting vote.
Art. 43rd The meetings of the Board of Directors will be chaired by the President.
Single paragraph. In the absence of the President and Vice-President, one of the Directors will preside over the meeting.
Art. 44. The Executive Secretary, or another member of the Executive Secretariat that represents him, must participate in all ordinary meetings of the Board of Directors and, when called, in extraordinary meetings.
Single paragraph. Other AAC employees, as well as external experts or consultants, may be invited to participate in Board meetings.
Art. 45th The member of the Board of Directors who is prevented from participating in meetings, due to travel, illness, or force majeure, must justify it in advance, preferably in writing.
SECTION IV - ELECTION OF THE BOARD OF DIRECTORS
Art. 46th The election for the Board of Directors will take place every 2 (two) years in the Ordinary General Assembly.
Art. 47th The five members of the Board of Directors will be elected by the General Assembly, through slates, by secret ballot and by means of a ballot containing the names of all the members of each slate, with an indication of the names for the positions of President and Vice-President. The candidates with the highest number of votes will be elected.
Art. 48th The Board of Directors will be elected for a term of office of 2 (two) years, reelection permitted.
Art. 49th The presentation of the candidate slates must be done through a letter sent to the Executive Secretariat and addressed to the Board of Directors at least 30 (thirty) days before the election. The official letter must be accompanied by an annex containing the personal data of the candidates and an indication of the positions to be occupied.
Art. 50th Elections will be presided over by the Chairman of the Board of Directors or a member designated by him, provided he is not a candidate, who may designate other members of the AAC to assist him in the preparations and conduct of the elective process.
Art. 51st. The objection of the slate may be made by any member or by the Audit Committee, for relevant legal reasons.
Art. 52nd Once the objection is presented to the Board of Directors, it will decide on the merits of the challenge by unanimous decision.
Art. 53rd Any founding or effective member over 18 (eighteen) years of age and in full enjoyment of their rights may compose the Board of Directors.
Art. 54th Any founding and effective member in full enjoyment of their statutory rights will have the right to vote.
Art. 55th The inauguration of the elected slate will occur as soon as the previous term ends.
SECTION V - TERMINATION OF THE TERMS OF OFFICE OF THE MEMBERS OF THE BOARD OF DIRECTORS
Art. 56th The term of office of the member of the Board of Directors is extinguished:
- a) At the end of the second year of exercise;
- b) By express or tacit waiver;
- c) Upon termination of the mandate;
- d) Due to impediment;
- e) By death.
Art. 57th The absence of the director director to 03 (three) consecutive ordinary meetings, without justification, is characterized as tacit resignation.
Art. 58th The director may have his/her term of office revoked, due to a serious breach of the duties of his/her position, as defined by the General Meeting.
SECTION VI - DIRECTOR VACANCY
Art. 59th Vacancies that occur on the Board of Directors, due to resignation, death or other impediment, will be filled by the Board itself by voting on names suggested by its members, among AAC associates in full enjoyment of their rights, “ad referendum” of the General Assembly .
Sole Paragraph – Whoever obtains the vote of the simple majority of the directors present at the meeting shall be considered elected and shall hold office until the next ordinary meeting of the General Meeting, when he may be maintained or replaced through a new election. In either case, he will exercise his term of office for a period equivalent to the remainder of the term of office of the director whom he is replacing.
CHAPTER III - EXECUTIVE SECRETARIAT
Art. 60th The Executive Secretariat is the management and administration body of the AAC, composed of an Executive Secretary, and may also have an Assistant Executive Secretary and technical and administrative management and coordination.
- 1st. The Executive Secretary and his deputy shall be appointed by the Board of Directors, of which they may not be members, and shall receive remuneration.
- 2nd. The remuneration of the Executive Secretariat members cannot be higher than the values practiced by the market in the region corresponding to the AAC's area of activity.
- 3rd. The administrative structure of the Executive Secretariat will be dimensioned according to the volume of activities, under the terms of the internal regulations.
- 4th. The Executive Secretary will be responsible for the body and coordinate its activities.
Art. 61st. It is incumbent upon the Executive Secretariat:
- Oversee and perform the administrative, financial, budgeting and planning functions of the AAC;
- Lead and supervise the areas, sectors and departments of the AAC;
- Prepare, together with the Board of Directors, the institutional strategic plan;
- Formulate the internal regulations for approval by the Board of Directors;
- Develop internal rules;
- Prepare the annual work plan and its respective budget;
- Coordinate the preparation of projects;
- Analyze projects submitted to AAC;
- Coordinate the entity's fundraising activities;
- Formulate and implement AAC's communication and information policy;
- Represent the AAC, when requested by the Board of Directors;
- Hire and fire employees, except the executive secretary and deputy executive secretary;
- Develop the general policy of positions and salaries for approval by the Board of Directors;
- Prepare and review the technical and financial reports of projects and activities and forward them for consideration by the Board of Directors;
- Prepare and submit to the Board of Directors and the General Assembly the annual activity report and the annual financial report;
- Present the AAC's bookkeeping to the Fiscal Council, including reports on financial and accounting performance and on equity transactions carried out;
- Participate in the regular meetings of the Board of Directors and record them in the respective minutes and attendance books when present.
- Take care of AAC's assets;
- Organize and maintain in good order the books, records, balance sheets and other documents of the AAC;
- Participate in Audit Committee meetings when called.
Art. 62nd The Executive Secretary is exclusively responsible for:
- Sign the releases of payments, together with the President and Vice-President;
- Watch over the functioning of the Executive Secretariat and manage the professional human resources located throughout the organization;
- Participate in the regular meetings of the Board of Directors and, when called, of the Audit Committee, with the right to speak.
CHAPTER IV - THE FISCAL COUNCIL
Art. 63rd The Fiscal Council, AAC's internal auditing body, is composed of 3 (three) to 5 (five) members elected at the Annual General Meeting, for a term of office of two years, reelection being permitted.
Single paragraph. Anyone over 18 (eighteen) years of age and who preferably have an academic or professional background compatible with their position and function may be elected to the Fiscal Council.
Art. 64th It is incumbent upon the Supervisory Board:
- Analyze AAC's bookkeeping books;
- Analyze the balance sheets, accounting and financial statements, partnership terms, agreements, financing contracts and the like entered into by AAC, at the end of each financial year, issuing opinions to the General Meeting;
- Opinion on property operations carried out by AAC, issuing opinions to the General Assembly;
- Request from the Executive Secretariat, at any time, supporting documentation of the economic-financial operations carried out by the AAC;
- Attend meetings of the Board of Directors, at the request of the Board of Directors or its Chairman, whenever there is a need for clarification of their opinions;
- Call an Extraordinary General Meeting, pursuant to these Bylaws.
Art. 65th The Fiscal Council must meet at least every three months.
Art. 66th The Fiscal Council is an independent body and is not subject to the internal regulations.
Art. 67th The Fiscal Council may hire third-party services to carry out audits and provide reports on programs and projects.
Single paragraph. If it depends on AAC's financial resources, the General Assembly must authorize the contracting of services.
CHAPTER V - ADVISORY BOARD
Art. 68th The Advisory Board, AAC's advisory body in achieving its institutional objectives, is composed of individuals, whether associated with AAC or not, appointed by the Board of Directors.
- 1st. All past Chairs and Vice Chairs of the AAC Board of Directors will serve on the Advisory Board.
- 2nd. The AAC's bylaws will regulate the operation of the Advisory Board.
- 3rd. The Chair and Vice Chair of the AAC Board of Directors will serve on the Advisory Board.
Art. 69th The Advisory Board will be managed by a coordination, as provided for in the AAC's bylaws.
Art. 70th It is incumbent upon the Advisory Board:
- Collaborate with the Board of Directors and the Executive Secretariat in achieving the objectives of the AAC and in making its projects and activities viable;
- Opinion on AAC plans, activities and projects, including when requested by the Board of Directors.
- Suggest actions, activities and projects for the AAC to the Board of Directors;
- Promote and publicize the AAC;
- Report to the Board of Directors on its activities.
TITLE V - AMENDMENTS TO THE BYLAWS
Art. 71st. Amendments to these Bylaws may be proposed to the Board of Directors by any AAC member. Decisions on amendments to the bylaws may only be taken at an Extraordinary General Meeting, convened especially for this purpose.
Single paragraph. The amendment to the Bylaws comes into force as of the registration in the respective registry.
TITLE VI - DISSOLUTION
Art. 72nd For the extinction of the AAC, an Extraordinary General Meeting must be called, through the local press, especially for this purpose, at least 30 (thirty) days in advance.
Art. 73rd If the AAC is extinguished, its remaining assets will necessarily be destined for the environmental entity, duly legalized, with similar purposes, non-profit, existing in the Municipality or in the State and qualified under the terms of Law 9,790, of March 23, 1999. It will be up to the General Assembly, by a simple majority, to decide the beneficiary entity, respecting these conditions. If there is no institution in the Municipality or State under the conditions indicated in this article, what remains of its assets will be transferred to the State or Union Treasury, subsidiarily.
TITLE VII - REVENUE AND ASSETS
Art. 74th AAC's assets will consist of movable assets, real estate, vehicles, livestock, shares and public debt securities.
Art. 75th AAC's assets and resources will be used solely for the accomplishment of its purposes.
Art. 76th Constitute AAC revenue:
- Membership dues and monthly fees;
- Contributions from individuals and legal entities;
- Donations, legacies and inheritances;
- Aid, contributions and subsidies from entities or directly from the union, state, municipality or autarchy;
- Internal and external credit products and operations to finance its activities;
- Income in your favor constituted by third parties;
- Usufruct granted to you;
- Income from own or third-party properties;
- Revenue from the provision of services;
- Income from the organization of courses, lectures and the like;
- Revenues from the sale of products, including seedlings and native seeds;
- Bank interest and other financial income;
- Income from bonds, shares or financial papers owned by you;
- Production revenues;
- Obtaining waivers and tax incentives;
- Receipt of copyright;
- Amounts received for terms of partnership, agreements and contracts signed with the government to finance projects in its area of operation;
- Contracts and agreements signed with national and international companies and agencies;
- Any other forms of collection.
Art. 77th The contracting of a financial loan through banks or any other financiers that may encumber AAC's assets will depend on the prior approval of the Board of Directors.
TITLE VIII - REGIME AND ACCOUNTABILITY
Art. 78th AAC's fiscal year will coincide with the calendar year.
Art. 79th The accountability of the AAC will observe:
- The fundamental accounting principles and the Brazilian Accounting Standards;
- Publicity, by any effective means, at the end of the fiscal year, as well as the disclosure of the entity's activity report and financial statements, including the negative certificates of debts with the INSS and FGTS, making them available for examination of any citizen;
III. Conducting an audit, including by independent external auditors if applicable, of the application of any resources that are the subject of the Partnership Agreement, as provided for in the regulation;
- The rendering of accounts of all resources and goods of public origin received will be made, as determined by the sole paragraph of art. 70 of the Federal Constitution.
TITLE IX - BOOKS
Art. 80th The AAC will maintain the following books:
- Attendance books for Assemblies and meetings;
- Books of minutes of Assemblies and meetings;
- Tax and accounting books;
- Too many books required by legislation.
Art. 81st Books can be made in loose sheets, numbered and filed.
TITLE X - FINAL PROVISIONS
Art. 82nd There will be no distribution of profits, equity, any operating surpluses, gross or net, dividends, bonuses, participations or portions of its equity earned through the exercise of its activities among managers, officers, directors, officers, coordinators, associates, employees, collaborators or donors.
Art. 84th The AAC will adopt administrative management practices, necessary and sufficient, to prevent the obtaining, individually or collectively, of personal benefits and advantages, as a result of participation in decision-making processes.
Art. 85th In the event that AAC loses the qualification of OSCIP (Civil Society Organization of Public Interest), the respective available assets, acquired with public resources resulting from the execution of the Partnership Agreement, pursuant to Law No. 9,790/99, will be transferred to another civil society organization of public interest, preferably having the same corporate purpose, as decided by the General Assembly.
Art. 2nd. These amendments become effective on the date of their approval.
Help, March 27, 2020.
Dervino Dermino Santin