By-law

Advanced Institute for Artificial Intelligence

CHAPTER I
NAME, HEADQUARTERS, DURATION AND PURPOSES

Article 1. The ADVANCED INSTITUTE FOR ARTIFICIAL INTELLIGENCE, hereafter referred to as “INSTITUTE”, is a non-profit private association, headquartered in the State of São Paulo, in the city of São Paulo, on Rua Lincoln de Albuquerque nº 259 – Lincoln Offices – Block B, suite 38, Perdizes, Zip Code 05004-010, governed by these by-laws and other applicable legal provisions, with indefinite duration.

Paragraph 1. This INSTITUTE is created in the form of a non-profit, private Science, Technology and Innovation Institution (ICT), pursuant to Decree nº 9.283 of July 2nd, 2018, which regulates the Novo Marco Legal de Ciência, Tecnologia e Inovação, Law nº 13.243 of January 11, 2016, from Law nº 10.973 of December 2nd, 2004 and Constitutional Amendment nº 85 of February 26, 2015.

Paragraph 2. To fulfill its purposes, the INSTITUTE may be organized in as many units as necessary, and may open and/or close branches and offices in any part of the national territory or abroad, upon determination of the General Assembly.

Article 2. The purposes of the INSTITUTE are:
a) Develop scientific and technological research projects that make use of digital technologies with the aim of creating innovative solutions to problems with socioeconomic impact;
b) Promote digital innovation by developing open, public and distributed infrastructures and encouraging new, inclusive and sustainable economic models based on solidarity and the common good;
c) Develop new products, services or processes;
d) Facilitate interactions and strengthen the relationships between the academic and the private sectors, the government, the civil society and other organizations and international bodies through an open, inclusive and non-profit initiative to promote innovation in the area of digital technologies, in particular in artificial intelligence;
e) Act as an aggregating hub between different Science, Technology and Innovation Institution (ICTs) in Brazil and abroad, promoting the transfer of knowledge and technologies and leveraging Brazilian innovation and technological development;
f) Provide an access point for the ICT’s qualified talents to the private sector by offering an unbureaucratic organizational structure that allows researchers to engage in challenging projects together with the private sector, government and other civil society organizations;
g) Simplify and streamline mechanisms of financial support for the private sector and instruments of public funding, both national and international, to finance projects together with the academic sector through human resources financing, event organization, startup development, research projects, development and innovation, consulting, provision of technological services, researcher mobility and, eventually, acquisition of software or hardware;
h) Idealize, propose, promote and coordinate partnerships and actively participate in programs related to the financing and development of scientific and technological projects related to digital technologies, with emphasis on data science and artificial intelligence;
i) Support technically and administratively public sector entities that act in the formulation and implementation of policies related to the development of digital technologies, in particular of artificial intelligence;
j) Provide technical support to private sector entities by supporting the formulation and implementation of the company’s digital strategy;
k) Promote partnerships between public administrations, civil society organizations and international bodies, through mutual cooperation, to develop activities of public and reciprocal interest;
l) Promote the advancement of digital technologies, in particular artificial intelligence, promoting the strategic aspects of the area and supporting public policy makers;
m) Promote activities of research, development, innovation, consulting, technological services, innovative entrepreneurship, education, culture and training aimed at the dissemination of knowledge in digital technologies;
n) Support Science, Technology and Innovation Institutions (ICTs).

Article 3. To achieve its purposes, the INSTITUTE may:
a) Create, support, promote and develop projects of research, development, innovation, consulting, technology service, innovative entrepreneurship, culture and education;
b) Promote studies, debates, research, symposia, curatorship, conferences, seminars, courses, fairs, consultancies, workshops, dialogues, exhibitions, lectures, festivals, auditions, film screenings and other audiovisual products and related events;
c) Promote professional, intellectual and human qualification and training of individuals and groups, as well as develop methodologies and instruments that may contribute to the dissemination of scientific and cultural knowledge;
d) Award fellowships and provide financial support to train specialists dedicated to the generation and dissemination of knowledge useful to the processes of scientific and technological development;
e) Hire and pay specialists, teachers, researchers, technicians, administrators and other professionals;
f) Grant awards to stimulate technicians or other professionals who have made a significant contribution to the development of digital technologies, in particular artificial intelligence;
g) Organize or promote the production, editing, publication and distribution of audiovisual works, books, teaching materials, periodicals, articles, apps and other materials in any media;
h) Finance provision of services, including technical and scientific consulting for the development of projects directly related to its objectives;
i) Raise material and financial funds together with national, international, public and private entities for the implementation of actions and projects;
j) Make agreements, contracts and use of other legal instruments with individuals or legal entities, whether public or private, national or international;
k) Manage resources for the execution of projects on behalf of third parties;
l) Establish exchange programs or partnerships with public or private institutions and organizations, national or foreign, to promote research and technological development activities; it may also make agreements, covenants and contracts to finance its initiatives, to acquire goods and equipment, to finance activities inherent to its objectives and to generate revenue to achieve its purposes;
m) Provide consultancy, develop, evaluate and manage third party services, as long as they are related to its purposes;
n) Develop and publish pedagogical teaching and education methods in their respective fields;
o) Establish and maintain technological infrastructure;
p) Explore the results of its works and exercise its intellectual property rights;
q) Constitute specific funds and invest resources in the formation of profitable assets;
r) Implement, operate or participate in technology-based incubators and incubated companies;
s) Participate, as an associate or shareholder of other legal entities, with the prior authorization of the Administrative Council.

Paragraph 1. The achievement of the activities provided in this article will be configured by the direct execution of projects, programs and/or action plans, or through the provision of physical, human and/or financial resources to projects and programs developed by civil society organizations and governmental bodies that act in related areas, and it may make contracts, agreements, terms of partnership, management contracts and other instruments, with individuals or legal entities, public or private, national or foreign.

Paragraph 2. While developing its activities, the INSTITUTE may use human resources and materials provided by its Associates and partners.

Paragraph 3. To achieve its purposes, the INSTITUTE will follow the principles of legality, impersonality, morality, publicity, economy and efficiency, and will make no distinctions regarding disabilities, race, color, gender, sexual orientation, social status, political or religious orientation.

Paragraph 4. The INSTITUTE, by decision of the General Assembly, may adopt Internal Rules and/or set specific policies, standards, processes, guidelines, manuals or rules to discipline administrative and financial procedures, provided that it does not conflict with the provisions of these by-laws.

CHAPTER II
ASSOCIATES

Article 4. The Associates board of the INSTITUTE will consist of an unlimited number of Associates, individuals or legal entities, who voluntarily join and who want to collaborate in the accomplishment of its purposes, if approved by the conditions provided in these by-laws, and will be classified in the following categories:
a) Founding Associates: individuals present at the Assembly of Constitution, signatories of the General Assembly minute of the INSTITUTE;
b) Effective Associates: individuals or legal entities admitted by decision of the General Assembly;
c) Meritorious Associates: individuals or legal entities that in any way help the INSTITUTE to achieve its objectives and who will be nominated by at least 3 (three) members and who will make up the non-voting Associates.

Paragraph 1. Associates, regardless of their category, are not liable for the obligations and charges assumed by the INSTITUTE, unless they act in excess of their mandate or against the law.

Paragraph 2. In the event of resignation, exclusion or death, Associates will not be entitled to compensations of any kind or nature.

Paragraph 3. It is a requirement for admission of new Associates to agree to the terms of these by-laws, and any other intern by-laws or manuals, if they exist, and have their application for admission approved by the General Assembly.

Article 5. Associates may leave the INSTITUTE at any time by filing their request for resignation with the President Director.

Article 6. The rights of all Founding and Effective Associates, under the terms of the Law and these by-laws, are:
a) Propose measures and actions that are of the interest of the INSTITUTE;
b) Participate in the election of governance and management positions of the INSTITUTE;
c) Have access to the full content of these by-laws, as well as the Internal Regulations and any other internal policies of the INSTITUTE;
d) Participate with voice and vote in the General Assemblies;
e) Request information on the accounting and financial statements of the INSTITUTE;
f) Appeal to the General Assembly in the event of penalty or exclusion from the Associates board;
g) Request the convening of a General Assembly, in compliance with the quorum provided in Articles 19 and 21 of these by-laws.

Article 7. The responsibilities of the Associates are:
a) Comply with and enforce these by-laws, the decisions of the General Assembly, as well as the Internal Rules and other policies that may be adopted;
b) Ensure the purposes of the INSTITUTE are faithfully fulfilled, as well as the conservation of the INSTITUTE’s assets and reputation;
c) Protect the assets and the interests of the INSTITUTE;
d) Report to the General Assembly or to the Board of Directors any irregularity verified within the INSTITUTE;
e) Abide by the decisions of the governance and management bodies of the INSTITUTE taken in compliance with these by-laws and the Law;
f) Contribute to the achievement of the purposes of the INSTITUTE;
g) Communicate to the President Director, in writing, whenever there is a change of address, e-mail and/or telephone;
h) Pay the INSTITUTE any annuity that may be set by the Board of Directors.

Article 8. Associates will be subject to penalties, warnings, suspension or termination for cause, according to the nature of the violation, by reasoned decision of the Board of Directors and endorsed by the General Assembly.

Article 9. If there is termination for cause, Associates may be excluded, by reasoned decision of the Board of Directors, in a procedure that ensures the right to defense, in the following cases:
a) When they fail to perform any of their duties; or
b) When they seriously and/or repeatedly violate any statutory, regimental provision or decision of the governance and management bodies that is in accordance with these by-laws and the Law; or
c) When they perform any act for their own benefit or that implies disapproval or discredit of the INSTITUTE or its members; or
d) When they engage in any conduct that is harmful to the development of the purposes of the INSTITUTE.

Sole Paragraph. The Associate who suffers any penalty may present, within 15 (fifteen) days from the knowledge of the decision, an administrative appeal, with suspensive effect, to the President Director, who will be responsible for calling a General Assembly specifically to decide, in the final instance, by the review or not of the penalty in the terms of these by-laws.

CHAPTER III
INSTITUTE’S PROPERTIES AND FUNDING SOURCES

Article 10. The INSTITUTE’s property will consist of movable goods, real state, rights and financial resources that were acquired or received in the form of donations, legacies, grants, sponsorships, aids or in any other lawful manner and will be managed and used strictly to fulfill the INSTITUTE’S purposes.

Article 11. The INSTITUTE’S funding sources will be constituted by:
a) Aids, contributions, donations, legacies, sponsorships, grants and other lawful acts of the liberality of the Associates or third parties;
b) Property and financial income;
c) Agreements with other public or private institutions, national or international, aimed at the development of specific projects or activities;
d) Production of goods and services;
e) Sale of publications and material for the dissemination of technical information;
f) Use of its intellectual property rights or their assignment;
g) Annuity established by the Board of Directors, fees, enrollments and other contributions;
h) Other revenues whose full result will necessarily be returned to the INSTITUTE to achieve its purposes.

Paragraph 1. The Board of Directors may reject donations, legacies, sponsorships, grants or aids that contain charges or encumbrances of any kind, or that are contrary to the purposes of the INSTITUTE, its nature and/or the Law.

Paragraph 2. The INSTITUTE will invest its properties in legally constituted institutions, meeting the investments security criteria and maintaining its real value, in order to achieve its statutory purposes, and deposits and cash movements will be made exclusively in the INSTITUTE’s accounts together with credit institutions.

Article 12. All properties and revenues of the INSTITUTE will be reverted to the maintenance and development of its purposes, and the distribution of any portion of its properties or revenue to any title will not be permitted among Associates, founders, benefactors, officers, directors or any other individual or legal institution, except for the expenses and properties necessary for its administrative operation.

Article 13. In the event of dissolution of the INSTITUTE, the respective shareholders’ equity will be transferred to another non-profit entity, preferably with the same purposes as the INSTITUTE, to be chosen and approved by the General Assembly, which complies with the requirements established by Law nº 13.019/2014.

Sole Paragraph.  The institution that receives the properties of the INSTITUTE may not distribute profits, dividends or any other similar advantage to its Associates or directors.

CHAPTER IV
GOVERNANCE AND MANAGEMENT

Article 14. The governance and management of the INSTITUTE will be exercised by the General Assembly, the Board of Directors, the Executive Board, which will be supported by the Fiscal Council and the Scientific Council.

Sole Paragraph. The governance and management of the INSTITUTE should carry out the activities necessary to achieve its purposes, in compliance with these by-laws and legal provisions.

Article 15. Regarding the members of the INSTITUTE, the following should be observed:
a) Any participation in the economic results of the INSTITUTE is prohibited;
b) They may not receive payment for personal expenses, but they may receive money in advance or be reimbursed for expenses incurred while in the service of the INSTITUTE, including travel, upon accountability;
c) They will not be liable, even subsidiary, for the obligations assumed by the INSTITUTE due to a regular act of governance and management, but will be liable, however, civilly and criminally, for harmful acts to third parties or to the INSTITUTE itself, which are committed in excess of their mandate, deceit or guilt;
d) They will be personally liable for non-compliance, under legal, regulatory and statutory terms, for their duties as managers and appliers of the INSTITUTE’s properties and revenues, for the timely rendering of accounts of their management and for the subjection of management to the control systems applicable to associations;
e) The Board of Directors, the Executive Board and the Fiscal Council will not have common members; and
f) The members of the Board of Directors, the Executive Board, the Fiscal Council and the Scientific Council will not receive any remuneration for the services rendered to the INSTITUTE as such.

Article 16. The governance and management of the INSTITUTE will adopt the necessary and sufficient management practices to restrain any individual or group of individuals from obtaining personal benefits or advantages as a result of participating in decision-making processes.

SECTION I – GENERAL ASSEMBLY

Article 17. The General Assembly is the sovereign body of deliberation of the INSTITUTE and will be composed of all the Associates that are in full possession of their statutory rights.

Article 18. The responsibilities of the General Assembly are:
a) Discuss and deliberate on any and all matters that are of interest to the INSTITUTE;
b) Approve the admission of new Associates, as well as the creation of different categories of Associates;
c) Elect or dismiss the members of the Board of Directors, the Fiscal Council and the Scientific Council;
d) Approve the financial statements and the activities report made by the Board of Directors in the end of their term of office;
e) Approve the annual budget and the strategic plan for the following year, prepared by the Board of Directors;
f) Deliberate on the acquisition, sale, lease and encumbrance of real estate of the INSTITUTE;
g) Decide, definitively, on the application of termination for cause penalties, pursuant to Articles 8 and 9 of these by-laws;
h) Decide on the dissolution, extinction or liquidation of the INSTITUTE, as well as on the destination of its remaining properties, in compliance with Articles 13 and 43 of these by-laws;
i) Amend partially or totally these by-laws, as well as the Internal Regulations and any other policies, if any; and
j) Resolve cases not covered in these by-laws.

Article 19. The General Assembly will meet ordinarily once a year and extraordinarily whenever necessary to discuss matters involving the interests of the INSTITUTE, convened by the President Director or by one-fifth (1/5) of the Associates.

Article 20. The General Assembly will be convened by prior and general announcement, by means of a notice sent to all Associates by e-mail or by any means of communication with acknowledgment of receipt, and also by means of a notice posted at the INSTITUTE’s headquarters at least 7 (seven) days in advance mentioning the order of the day, date, time and place where it will be held.

Sole Paragraph. The announcement notice may be waived if all Associates attend the General Assembly.

Article 21. The General Assembly will begin on first call with the presence of 2/3 (two thirds) of the voting members and, on the second call, after 30 (thirty) minutes, with any number of voting members.

Article 22. Due to the limitations of these by-laws, the decisions of the General Assembly will be taken by the majority of the voting Associates present, and in the event of a tie, the President will have the deciding vote.

Paragraph 1.  The President Director will preside over the General Assembly and will choose someone to act as secretary.

Paragraph 2. The resolutions of the General Assembly will be drawn up in minutes, signed by those present and duly registered.

Paragraph 3. Associates will be considered present at the General Assemblies, even if they are not physically present, if they can, by telephone, videoconference or other similar means of communication, remain in direct contact with the other Associates, and listen respectively.

SECTION II – BOARD OF DIRECTORS

Article 23. The INSTITUTE will be administered by a Board of Directors.

Sole Paragraph. The Board of Directors is a collegiate deliberation body, composed of up to 7 (seven) members, all individuals, resident in Brazil, elected by the General Assembly, in the following manner:
a) 4 (four) members chosen between the Founding Associates, as born members;
b) And the 3 (three) residual and optional members will be citizens of unblemished reputation, nominated jointly by the members mentioned in line (a).

Article 24. The members of the Board of Directors will have a term of office of 5 (five) years, with renewals being allowed, extending the term of their management until the investiture of their successors or substitutes upon signature of the term of office.

Paragraph 1. Upon the end of the term of office, the members of the Board of Directors will remain in office until the election and investiture of their substitutes or reelection.

Paragraph 2. In the event of vacancy, absence or temporary impediment of any member of the Board of Directors for a period exceeding 30 (thirty) days, the General Assembly may appoint a replacement, who will remain in office until the return of the absent or impeded member, or until the end of the term, whichever comes first.

Paragraph 3. In the event of a prolonged absence of more than ninety days, removal or dismissal of a member of the Board of Directors, the General Assembly will appoint the substitute, who will remain in office until the end of the term of the replaced member.

Article 25. The Board of Directors will have a Chairman, chosen from among the members mentioned in line a) of Paragraph 1 of Article 23, and a Secretary, elected by the General Assembly for a term of five (5) years:

Paragraph 1. The responsibilities of the Board of Directors are:
a) Establish the guidelines, criteria and conditions for the implementation of the policy defined by the General Assembly, obeying the provisions of these by-laws, aiming to achieve the purposes of the INSTITUTE;
b) Ensure that, in the development of its activities, the INSTITUTE complies with the law and these by-laws, as well as the Internal Regulations and any other policies;
c) Propose to the General Assembly amendments to these by-laws, as well as to the Internal Regulations and any other policies of the INSTITUTE;
d) Manage the properties of the INSTITUTE;
e) Authorize extraordinary expenses that are not foreseen in the approved annual budget;
f) Authorize the hiring, suspension and dismissal of employees and third parties of the INSTITUTE;
g) Prepare annually the INSTITUTE’s financial statements and activities report and submit them for review and approval to the General Assembly;
h) Prepare annually the budget proposal and the strategic plan for approval to the General Assembly;
i) Approve the strategic planning or annual guidelines plan presented by the Executive Board;
j) Decide on the application of termination for cause penalty, pursuant to Articles 8 and 9 of these by-laws;
k) Decide cases of absence and removal of members;
l) Elect the Executive Board and the Fiscal Council; and
m) Establish the value of the annuity due by the Founding and Effective Associates, value which will be approved by the General Assembly.

Paragraph 2. The Board of Directors is forbidden to accept donations and legacies that give rise to conditions or charges that contradict these by-laws or the purposes of the INSTITUTE.

Paragraph 3. The Board of Directors will meet at least annually and may meet extraordinarily upon convocation by its President, any of its members or the President Director.

Paragraph 4. The decisions of the Board of Directors will be taken by a simple majority of its members. In the event of a tie, the President of the Board of Directors will have the deciding vote.

Paragraph 5. No one may be elected to the Board of Directors if they: (i) are members of the Government or the Public Prosecution Service; (ii) are managers of a public administration body or entity of the same governmental sphere in respect of which the INSTITUTE has entered into any collaboration or promotion agreement, pursuant to Article 39, III, of Law nº 13.019/2014; (iii) have spouses, partners or relatives in a straight, collateral or affinity manner, to the second degree, of anyone listed in items “i”, “ii” and “iii” above; (iv) have accounts related to partnerships that have been found to be irregular or rejected by a Court or Board of Auditors in any sphere of the Federation, in an unappealable decision, within the last 8 (eight) years; (v) have been held liable for serious misconduct and disqualified from holding a position in a commission or a position of trust while the disability lasts; and (vi) have been held liable for acts of misconduct, as long as the terms set forth in items I, II, III and IV of Article 12 of Law nº 8.429/1992, pursuant to Article 39, VII, of Law nº 13.019/2014.

Article 26. The members of the Board of Directors will not be paid.

SECTION III – EXECUTIVE BOARD

Article 27. The Executive Board will be composed of three (3) Directors, chosen from the Founding and Effective Associates, elected and appointed by the Board of Directors for a term of five (5) years, with renewals allowed.

Paragraph 1. Upon expiration of the term of office, the Directors will remain in office until the appointment of their substitutes, upon their signature of a term of extension.

Paragraph 2. During their term of office, the Directors will comply with the rules set forth in these by-laws, current legislation and internal rules and regulations approved by the Board of Directors.

Paragraph 3. In the event that the President Director resigns from his or her position or is dismissed in the circumstances provided for by law, he/she will be replaced by the Vice-President Director pursuant to these by-laws or the court’s decision, as the case may be.

Paragraph 4. The Executive Board will have assistants and consultants to carry out its deliberations and they will be hired in compliance with the specific area of activity and designated as General Superintendent, Project Superintendent, Financial Superintendent and Commercial and Marketing Superintendent.

Article 28. The Executive Board will be composed by:
a) President Director
b) Vice-President Director
c) Scientific Director

Sole Paragraph. The responsibilities of the Executive Board are:
a) Plan, direct, monitor and control all the INSTITUTE’s activities, in accordance with the guidelines, criteria and conditions established by the Board of Directors for the implementation of the policy defined by the General Assembly;
b) Authorize the acquisition of rights and the assumption of obligations;
c) Establish, informing the Board of Directors: (i) the annual plan and its respective budget; (ii) the jobs plan, salaries and benefits;
d) Prepare and submit to the Board of Directors: (i) the annual report, the balance sheets and other year-end statements; (ii) proposals for scholarships, grants, awards and other benefits;
e) Express opinions on matters submitted to it and perform other duties conferred upon it by the General Assembly or by the Board of Directors, within the scope of its competence;
f) Resolve, within its sphere of competence, on controversial or omissive matters in these by-laws, which concern the INSTITUTE, informing the Board of Directors of these decisions; and
g) Hire and/or appoint Superintendents who will assist as consultants in the implementation of the guidelines set by the governance and management bodies.

Article 29. The responsibilities of the President Director are:
a) Represent the INSTITUTE alone or in conjunction with the Vice-President Director whenever the INSTITUTE’s by-laws require;
b) Call and chair the Ordinary and Extraordinary General Assemblies;
c) Be responsible for the performance of the functions and duties of the Executive Board, defining their distribution among the other Directors;
d) Exercise, at meetings of the Executive Board, the right to the deciding vote, in addition to the personal vote;
e) Promote and foster ethics and the highest standards of corporate governance within the INSTITUTE and in strict compliance with legal norms;
f) Ensure compliance in the relationship with companies and individuals, ensuring the highest level of access to information and transparency;
g) Receive requests for withdrawal from Associates;
h) Any other duties designated by the Board of Directors;
i) Hire the General Superintendent, the Financial Superintendent and the Commercial and Marketing Superintendent and determine the form of their respective hiring.

Article 30. The responsibilities of the Vice-President Director are:
a) Represent the President Director in his absences;
b) Seek new partnerships in the private sector that meet the principles of the INSTITUTE;
c) Encourage the participation of new entities from the academic sector to achieve the objectives of the INSTITUTE; and
d) Manage in an integrated way the projects being developed by the INSTITUTE.

Article 31. The responsibilities of the Scientific Director are:
a) Prioritize the implementation of projects that develop innovative digital solutions to relevant social issues;
b) Identify key technological trends that may lead to broader citizen participation in public policy-making with the help of digital technologies;
c) Mobilize the collective intelligence of communities to raise awareness, promote collective action and contribute to significant social change; and
d) Hire the Projects Superintendent and determine his form of hiring.

Article 32. The responsibilities of the President Director, together with the Vice-President Director, are:
a) Represent the INSTITUTE actively and passively, judicially and extrajudicially;
b) Open and close bank accounts, sign contracts, order and sign checks, electronically move bank accounts, representing the INSTITUTE with financial institutions;
c) Sign contracts, agreements, terms of cooperation, terms of development, cooperation agreements, terms of partnership, terms of commitment for technical cooperation and/or agreements of any kind;
d) Grant powers of attorney;
e) Hire and dismiss employees and/or service providers of the INSTITUTE;
f) Any other duties designated by the General Assembly;
g) Guard and conserve the properties of the INSTITUTE;
h) Issue, endorse or accept checks, as well as operate bank accounts;
i) Execute, within the established deadlines, the business plan eventually approved by the Board of Directors;
j) Report to the Administrative Council and submit to its approval the Executive Board report, balance sheets and other financial statements for their term of office; and
k) Perform other duties that may be necessary to achieve the objectives of the INSTITUTE.

Sole Paragraph. The powers of attorney granted by the INSTITUTE will always be signed by the President Director together with another Director and, in addition to expressly mentioning the powers conferred, will, except for judicial purposes, contain a period of validity, which will not exceed 2 (two) years.

SECTION IV – FISCAL COUNCIL

Article 33. The INSTITUTE’s Fiscal Council will be composed of 3 (three) members, appointed by the Board of Directors, with a term of office of 3 (three) years, reelection being allowed, one of which will be Council President.

Article 34. The responsibilities of the Fiscal Council are:
a) Analyze the INSTITUTE’s financial reports and the previous year’s activities report and financial statements until December 31 of the previous year, issuing an opinion on them that will be submitted to the General Assembly;
b) At the request of any of its members, ask the independent external auditors of the INSTITUTE, if any, for clarifications or information and to ascertain specific facts;
c) At the request of any of its members, request from the Board of Directors clarifications or information, as well as the preparation of special financial or accounting statements;
d) Approval of the accounts by the Fiscal Council will be by simple majority; and
e) The dissenting vote will be justified.

Paragraph 1. The Fiscal Council will meet ordinarily once a year and extraordinarily whenever necessary.

Paragraph 2. The member who misses more than half of the ordinary meetings within a period of 12 (twelve) months must report to the Fiscal Council, within 30 (thirty) days after receiving the notification as to his interest and willingness to continue to participate in the institution, without which his term of office will be automatically revoked and his replacement appointed by the Board of Directors, who will take office under the terms of these by-laws and fulfill the remaining term of office.

Paragraph 3. In the event of vacancy, absence or temporary impediment of any member of the Fiscal Council for a period exceeding 30 (thirty) days, the General Assembly may appoint a substitute, who will remain in office until the return of the absent or impeded member, or until the end of the term, whichever comes first.

Paragraph 4. In the event of prolonged absence, removal, revocation, dismissal of a member of the Fiscal Council, the General Assembly will appoint the substitute, who will remain in office until the end of the term of office of the replaced member.

SECTION V – SCIENTIFIC COUNCIL

Article 35. The purpose of the Scientific Council is to collaborate with the Board of Directors in the achievement of the statutory objectives, in particular by proposing, monitoring and evaluating the project management model and the areas of activities.

Paragraph 1. The Scientific Council will be composed of at least 3 (three) members, chosen by the Board of Directors, with a term of office of 5 (five) years, reelection being allowed, among people of recognized competence in the academic, business or government sectors.

Paragraph 2. The members of the Scientific Council may not participate simultaneously in any other body of the administration.

Paragraph 3. The President and Vice-President of the Scientific Council will be chosen by their peers at the first meeting of each term.

Paragraph 4.  The member who misses more than half of the ordinary meetings within a period of twelve (12) months must report to the Scientific Council within thirty (30) days after receiving the notification as to his interest and willingness to continue to participate in the institution, without which his term of office will be automatically revoked and his replacement appointed by the Board of Directors, who will take office under the terms of these by-laws and fulfill the remaining term of office.

Paragraph 5. In the event of resignation, impediment, termination or revocation of the term of office of a member, the General Assembly will choose a new member, pursuant to this article.

Article 36. The Scientific Council will meet ordinarily at least two (2) times a year and, extraordinarily, whenever necessary.

Paragraph 1. The deliberations of the Scientific Council will be taken by simple majority, and the President, in addition to the personal vote, the deciding vote.

Paragraph 2. The minutes of the meetings of the Scientific Council will be drawn up and numbered by a designated Secretary and by the President.

Article 37. The responsibilities of the Scientific Council, which will perform a strictly advisory function, are:
a) Propose strategic priorities of scientific and technological nature compatible with world trends, strategic market and government signals and internal policies;
b) Stimulate the relationship with higher education institutions and research and development institutions in Brazil and abroad and effectively contribute to its enhancement;
c) Issue reports, indicators and other scientific and technological elements related to the management of these activities, including their definition, monitoring, evaluation and control;
d) Evaluate ongoing scientific and technological programs, ensuring that they meet the established priorities and strategic goals quantitatively and qualitatively.

Article 38. The responsibilities of the President of the Scientific Council are:
a) Fulfill and enforce, with the assistance of the other members, all the attributions of the Scientific Council;
b) Authorize the convening of the meetings of the Scientific Council and preside them;
c) Sign, once approved by the Scientific Council, the minutes of the meetings, together with the respective Secretary.

Article 39. The Vice-President of the Scientific Council is responsible for replacing the President in his absences and impediments.

CHAPTER V
ACCOUNTABILITY

Article 40. The accountability of the INSTITUTE will observe, at least:
a) The fundamental principles of accounting and the Brazilian Accounting Standards;
b) The publicity, by any effective means, at the end of the fiscal year, of the activities report and the financial statements, including the negative debt certificates with the Receita Federal do Brasil and the FGTS, making them available for the examination of any citizen;
c) Audits, including audits by independent external auditors, if applicable; and
d) The sole paragraph of Article 70 of the Federal Constitution, for the rendering of accounts of all resources and assets of public origin received by the INSTITUTE.

CHAPTER VI
ALTERATIONS IN THE BY-LAW

Article 41. These by-laws may only be altered, at any time, by the General Assembly, when such alterations will not contradict the primary purposes and the legal nature of the INSTITUTE, at a meeting convened for this specific purpose, with a minimum attendance of 2/3 (two thirds) of all Associates with voting rights on first call and 1/3 (one third) of all Associates with voting rights on other calls and will take effect on the date of the registration in the notary’s office.

CHAPTER VII
GENERAL PROVISIONS

Article 42. The INSTITUTE will not distribute the results obtained in the exercise of its activities in the form of profits, bonuses or dividends.

Article 43. An up-to-date record of the qualifications, addresses and emails of members of management bodies and Associates will be maintained for the purpose of dispatching communications and notices under these by-laws.

Article 44. With no harm to the specific rules for the election of the directors established in these by-laws, the first members of the INSTITUTE’s Board of Directors and Executive Board will be elected and sworn in by the INSTITUTE’s General Assembly.

Article 45. Cases which are not contemplated in these by-laws will be governed by the applicable legal provisions, especially the Civil Code, and by the deliberations of the Board of Directors.

Article 46. The present by-laws will be effective from the moment of its registration in the notary’s office.

Article 47. The INSTITUTE’s fiscal year begins on January 1 and ends on December 31 of each year.

Article 48. The INSTITUTE may make insurance on behalf of any member or director who incurs liability arising from their job or position in the INSTITUTE.

Article 49. Individuals or legal entities that contribute to the INSTITUTE with donations or any other kind of monetary contribution, will also expressly waive, for themselves and their heirs and successors, in the formalization of the donation or contribution made, any kind of reimbursement, even in the case of termination or liquidation of the INSTITUTE.

Article 50. The dissolution of the INSTITUTE will only be possible by decision of the General Assembly, specifically convened to deliberate on this matter, and with the approval of 2/3 (two thirds) of all Associates with voting rights.

CHAPTER VIII
FORUM

Article 51. The forum of the District of São Paulo, State of São Paulo, is hereby elected, with express waiver of any other, however privileged, to settle any doubts or disputes related to the interpretation or execution of these by-laws.