Statute
CONSOLIDATED STATUTE OF THE
ABES BRAZILIAN ASSOCIATION OF SOFTWARE COMPANIES
CNPJ No. 57.004.897 / 0001-49
CHAPTER I
Name, headquarters, corporate purpose and duration.
Article 1 - Under the denomination of ABES - BRAZILIAN ASSOCIATION OF SOFTWARE COMPANIES, a civil association is established with no political party and non-economic purposes, which will be governed by this statute and the legal provisions that apply to it.
Single paragraph - The association, an entity at the national level, will have a venue and headquarters in the City of São Paulo, State of São Paulo, and may open offices, agencies, regional offices and branches throughout the territory of the Federative Republic of Brazil.
Article 2 - The purpose of the association is:
a) To bring together, for the defense of its interests: (i) companies that dedicate themselves to the economic exploitation of programs and systems for computers and associated technical material ("software"), as producers, developers, resellers, distributors; (ii) companies providing IT and similar services and complementary technical services, such as: systems analysis and development; programming; treatment, processing, storage or hosting of data, texts, images, videos, web pages, applications and information systems, among other formats, and the like; development of computer programs, including electronic games, regardless of the constructive architecture of the machine on which the program will be executed, including tablets, smartphones and the like; licensing or assignment of the right to use computer programs; computer advice and consultancy; computer technical support, including installation, configuration and maintenance of computer programs and databases; planning, making, maintaining and updating electronic pages; availability, with or without definitive assignment, of audio, video, image and text content through the internet, including books, newspapers and periodicals; conditioned access services; cloud computing services; news agents (iii) companies engaged in the activities covered by division 62 (information technology services activities) of the CNAE National Classification of Economic Activities published by IBGE; (iv) companies that, in the exercise of the activities listed in the corporate purpose, are based on the intensive use of digital systems and / or platforms.
b) develop norms and standards for the production and provision of services aimed at improving the quality of associated companies;
c) make the national community, governmental and other entities aware of the economic and social importance of computer activities in general and, in particular, of software, promoting its dissemination and use in industrial, commercial, scientific, cultural and other related applications;
d) promote research and development of new software of relevant interest to the national community, governmental entities and others;
e) to seek incentives, governmental or private, for the research and development of national software;
f) periodically carry out research and statistics with a view to preparing informative studies and assessing market trends and size;
g) forward to the government authorities and other competent entities studies and suggestions aimed at the development and strengthening of the national software market;
h) to actively advocate for the improvement of legislation related to IT activities in general and, in particular, to the legal protection of software and norms to encourage the development, production, commercialization, import and export of software in order to ensure fair treatment and egalitarian for producers, distributors and users of these services;
i) promoting the diffusion and commercialization of Brazilian software abroad;
j) participate and organize events, courses, seminars and lectures with a view to achieving the objectives described above;
k) maintain cultural and informative exchanges with other associations and similar entities, promoting, when appropriate, joint activities;
l) prepare, at the request of interested parties, technical reports;
m) encourage and promote harmony and cooperation among its members and, in general, promote the development of the production of computer goods and services;
n) develop and promulgate a Code of Ethics establishing standards of conduct for the sector;
o) as agent of its associates, perform all acts necessary for the judicial or extrajudicial defense of their copyright and intellectual property, pursuant to Article 98 of Law 9610/98;
p) perform other activities arising from or related to the activities described above;
Paragraph 1O - In matters of interest to the majority of the membership, the association will have the legitimacy to represent its affiliates judicially or extra-judicially, constituting the act of signing the affiliation proposal as granting powers to the entity for such purposes.
Paragraph 2O - To achieve its objectives, the association will use the appropriate legal means, being able to maintain relations with similar national or foreign institutions, edit bulletins and publications in general to publicize its activities and of interest to the membership.
Article 3 - The duration of the association is indefinite.
CHAPTER II
Membership
Article 4 - The membership will have the following composition:
a) Founding Members: in number of 16 (sixteen), thus classified those individuals or legal entities that promoted the foundation of the Association and participated in its constitutive acts, with their names included in the Articles of Incorporation;
b) Full Members: in unlimited number, thus classified the legal entities established in Brazil that come to join the membership, through adherence to the social purposes, subject to the conditions of admission in force;
c) Honorary Members: unlimited in number, chosen from natural or legal persons who have become known in the area of information technology, or who have rendered relevant services to the National Information Technology Policy or to ABES itself;
d) Partner Partners: in an unlimited number, thus classified the legal entities, established in Brazil or abroad, that come to join the membership, by adhering to the social purposes, observing the current admission conditions, who act in any economic activities legally allowed, being able to enjoy only the rights foreseen in line “a”, in line “d” (with the exception of certificates that enable participation in bidding procedures, a service that is reserved for the Partner Members) and in line “e” of Article 9 , of the Bylaws.
Paragraph 1 - Founding Members under the terms of Article 4, item “a”, will be considered the subscribers of the Association Constitution Act.
Paragraph 2 - Honorary Members qualified in Article 4 item “c”, will not be able to enjoy the associative rights described in Article 9.
Article 5 - The titles of Founding Partners, Full Members, Honorary Members and Partner Partners are nominal, indivisible and non-transferable.
Article 6 - With the exception of the provisions of Article 4 "c", above, and subject to the other conditions provided for in these Bylaws, only legal entities engaged in activities listed in item "a" of Article 2 will be admitted as associates, and that, criteria of the Executive Board, fulfill the other conditions for their admission to membership.
CHAPTER III
Representation
Article 7 - Each associated company shall nominate two representatives to the entity, for the exercise of its associative rights and duties, one as a representative and the other as an alternate, who will replace the holder in his absences or impediments, regardless of power of attorney. .
Paragraph 1O: The replacement of representatives with the association, holder or alternate, will only take effect as of 5O (fifth) business day on which it is formally notified in writing to the entity.
Paragraph 2O: Only the incumbent representative can indicate which of the two i will be voted for elective positions of the entity, although the alternate can vote in the respective elections, in the absences or impediments of that one.
Paragraph 3O: In voting for elective positions, the vote attributed to the representative of an associate whose admission to the membership has been made less than 180 (one hundred and eighty) days from the date of the vote will be null and void. votes given to representatives in the corporate entity that fulfill the requirements of the previous paragraph, but whose appointment as a representative has been effective less than 120 (one hundred and twenty) days from the election date.
Paragraph 4O: The associated company may appoint attorneys-in-fact for the specific exercise of associative rights and duties, provided that it does so by public or private instrument, an act for which it must be represented by the titular representative and / or alternate, and it is certain that, for the exercise of the right to vote at a general meeting or election, the grantee must present the power of attorney to the entity's Secretariat before the opening of the meeting and cannot accumulate more than one power of attorney.
Paragraph 5O: The exercise of the functions of member of the executive board or of the deliberative council are personal, non-transferable and non-delegable, not applying to them as provided in Paragraph 4O Article 7.
Article 8 - The acceptance by the Executive Board of the proposal for the admission of new members allows the interested party, right away, to enjoy the right of associate, respecting what is contained in the sole Paragraph of Article 9, and subject it to the fulfillment of the obligations corresponding to this condition.
CHAPTER IV
Members' rights and duties
Article 9 - The rights of all members are respected, in compliance with the provisions of article 4 of these Bylaws:
a) participate in all activities promoted by the association;
b) attend the General Meetings and vote on all matters discussed in them;
c) vote and be voted for the position of member of the Deliberative Council, under the terms provided for in these Bylaws;
d) make use of the services offered by the association, upon payment of the respective remuneration, as determined by the Executive Board;
e) to propose to the Executive Board measures of interest or usefulness to the association.
f) request the convening of the Extraordinary General Meeting, in compliance with the requirements set forth in these bylaws.
Single paragraph: The rights contained in item “c” of this article will only be exercised by the members who have their affiliation proposal approved at least 180 (one hundred and eighty) days before the voting date.
Article 10 - The duties of all members are:
a) respect these Bylaws, the resolutions of the General Assembly, the Deliberative Council and the Executive Board;
b) respect and faithfully comply with current legislation;
c) to promptly pay contributions due to the association, subject to the provisions of Paragraph 2 below;
d) accept and exercise, except for just reason, the positions and functions for which he is elected or appointed;
e) care for the association's image;
f) honor the association's activities;
g) respect, comply and enforce the association's Code of Ethics.
Paragraph 1 - The Honorary Member is exempt from the monthly contributions to the association provided for in the “caput” of Article 12, below.
Paragraph 2 - The delay in the payment of the monthly maintenance fee for a period of more than 30 (thirty) days puts the associated company in default, as a result of which the member may lose the right to enjoy the services offered by ABES, even those subject to payment of specific remuneration or fee. In addition, the associated company that has three or more overdue contributions, may, by decision of the executive board, be dismissed from the entity's membership.
Article 11 - The partner who withdraws from the entity will lose all the rights ensured in these Bylaws, as well as the admission fee and any other contributions made to the association, whatever the title.
CHAPTER V
Contributions from members
Article 12 - Each associate must pay the entity a monthly maintenance fee, according to levels and criteria established annually by the Executive Board and endorsed by the Deliberative Council.
Single paragraph - In addition to the maintenance fee, referred to in the “caput” of this article, the Executive Board may create special or extraordinary contributions to meet the needs of the association, as well as set contributions for specific activities, subject, both to prior approval or subsequent ratification. of the Deliberative Council.
CHAPTER VI
Deliberative bodies, management, Fiscal Council and Advisory Council
Article 13 - The structure of the association consists of the General Assembly, the Deliberative Council, the Executive Board, the Fiscal Council and the Advisory Council.
General Assemblies
Article. 14 - The General Assembly is the decision-making body made up of all members. The general meetings are sovereign in their deliberations not contrary to the current laws and the statutory provisions and will be installed and will be governed by the rules contained in Articles 14 to 21 and Chapter VII of these Bylaws. The General Assembly is privately responsible for:
I - elect the members of the Deliberative Council;
II - remove the members of the Deliberative Council;
III - approve the accounts;
IV - change the statute;
V - deliberate on the matters that this statute expressly confers on it;
VI - resolve on any other matters of social interest brought to your appreciation.
Article 15 - The General Assembly will meet:
a) ordinarily, until April 30 of each year, upon convocation by the Executive Board, to deliberate on items III, V and VI of Article 14 and in the month of November, to deliberate on item I of Article 14, in the form of Chapter VII of these bylaws, as well as to deliberate on any other matters of social interest brought to the attention their appreciation, always with a previously established and disclosed agenda,
b) extraordinarily, whenever necessary, upon the summons of the Executive Board, or at the request of 1/5 (one fifth) of the members, to decide on the extinction of the association (Chapter X), on the provisions of items II and IV of Article 14, as well as any other matters brought to its appreciation, always with a previously established and disclosed agenda.
Article 16 - The summons to the assemblies will be made to all associates with the minimum advance required by law, by letter or any other written means that meets these convening purposes.
Single paragraph - The Ordinary General Assembly destined to the election of the members of the Deliberative Council will observe the rite provided for in Chapter VII of this statute.
Article 17 - The General Assembly will be installed on first call with the presence of at least half of its members; on second call, it will be installed with any number of attendees and the resolutions will be taken by simple majority of votes (50% of the participants of the assembly, as defined in Article 19, below, plus one associate), with one vote for each present associate, represented at the meeting by a duly qualified attorney, as provided for in Paragraph 4O of Article 7, or who is participating in it remotely, in the form of Article 19, below, respected, with regard to elective positions, the other statutory provisions.
Single paragraph - For the deliberations referred to in items II and IV, of Article 14, an agreed vote of two thirds of the participants at the meeting is required, in the form of Article 19, below, which meeting in which the call notice has expressly stated this. end.
Article 18 - The General Assembly will be chaired by the President of the Executive Board and, in his absence, by another member of the Executive Board, and secretarial by one of those present, chosen by him. Minutes of the assembly works will be recorded, a copy of which will be registered at the Registry.
Article 19 - In the deliberations of the General Assemblies, including those held for the election of the members of the Deliberative Council, in the form of Chapter VII - Of the elections, each member present will have one vote. In addition to the representatives of the associates who are personally present in the building indicated as the location for the assemblies, they will be counted as participants in the assembly, for all legal purposes and purposes, including for the purpose of verifying the attendance quorum and voting quorum. in the deliberations, also the associates that are being represented in the assembly by a duly qualified attorney, as well as the associates that are participating in the assembly remotely, in the form of Article 20.
Article 20 - In the cases and matters on the agenda that the Executive Board deems appropriate, face-to-face, remote and / or mixed participation of an associate who is in full enjoyment of the associative rights, including the right to vote, by letter, e- mail, teleconference or any other legally recognized electronic means, the Executive Board being responsible for:
a) include in the call notice, the possibility of remote voting and the means by which this right may be exercised;
b) determine which items on the agenda for which remote voting will apply;
c) make available to the entire membership, even for remote access, the voting alternatives (by approval, disapproval or abstention) and the ways in which votes can be cast;
d) discipline the rules applicable to remote voting, as well as the dates and times for the start and end of voting;
e) take the necessary precautions, including when it is certain that the vote will be exercised by the representative or his alternate in the Association;
f) take the other necessary measures and publish the other rules applicable to remote voting, resolving any doubts, controversies or questions that the remote voting raises.
Article 21 - The convening of the general assembly will be made in accordance with the statute, guaranteed to 1/5 (one fifth) of the members the right to promote it.
Deliberative Council
Article 22 - The Deliberative Council will be constituted by, at least, 21 (twenty-one) and, at most, 30 (thirty) members elected at the General Meeting for this purpose, by means of a nominal vote of the associated companies, through their duly qualified representatives.
Paragraph 1O - If the minimum number of members of the Deliberative Council is not reached in the first election, a new election will be called to complete the board of directors.
Paragraph 2O - In the case provided for in Paragraph 2O, of Article 28, of these Bylaws, the Deliberative Council may have 31 (thirty-one) members.
Article 23 - The Deliberative Council is responsible for:
a) establish the general policy of the association;
b) take the management's accounts and examine and vote on the financial statements, submitting them for approval by the General Meeting;
c) approve the annual budget;
d) elect from among its members the members of the Executive Board;
e) deliberate on the level of appeal on the application of penalties to associates, including expulsion penalty, for breach of any of the associative duties or the association's code of ethics;
f) warn; remove and / or replace any of the members of the Executive Board as well as remove from office the president and vice-president of the Deliberative Council itself in the cases provided for in these bylaws;
g) detail, monitor and inspect the implementation, by the Executive Board, of the general policy of the association, as determined by the Deliberative Council;
h) decide on the acquisition, sale or encumbrance of real estate;
i) to carry out the other functions assigned to him expressly in these Bylaws or by the General Meeting, including to express an opinion and deliberate on the omitted cases in the Bylaws.
j) act in accordance with the Code of Ethics and Conduct, the Policy for Interaction with Public Agents and other Policies and Rules related to the Association's Integrity Program.
k) judge appeals related to the punishment imposed by the Executive Board in the event of violations of the Code of Ethics and Conduct or other ABES policies by associates, members, third parties or other employees of ABES under the terms of articles 78 and 79 of said Code.
Article 24 - The meetings of the Deliberative Council will be called by the Chairman of the Board with a minimum precedence of 20 (twenty) days and such meetings will be installed by the chairman of this body, who will be assigned to chair the meeting, but may designate or transfer to another Director the chairmanship of the meeting. The meetings of this body will be installed with the presence of at least 1/3 (one third) of its members, and the decisions will be taken by a simple majority of votes (50% of the participants, plus one Director), the casting vote, in case of a tie, that is, the president will vote only once and will only vote if the vote is tied before his vote is counted. Once the meetings of this body are legally installed, they will cease to deliberate, and their work will be immediately suspended - except in relation to the subject of the agenda whose discussion has already started - when the minimum quorum of 1/3 (one third) is not met. ) of the members of the Deliberative Council. Whether for the purposes of installation, or for the purposes of verifying the minimum quorum for deliberation, as well as, when applicable, in order to determine the index of approval of the subject of the agenda then being voted, the number of Directors who are present at the meeting at the time of the quorum verification, compared to the total number of members of the Deliberative Council in full exercise of their rights, including those absent or who have already withdrawn from the meeting at the time of the quorum verification.
Paragraph 1 - The members of the Deliberative Council must personally participate in the meetings, being forbidden to represent them by third parties, even though members of that collegiate body, as well as non-in-person or remote voting is prohibited.
Paragraph 2 - For the purposes of this article, “agenda item whose discussion has already started” is considered to be those that come to meet the following requirements cumulatively:
a) The subject (s) has been expressly listed in the summons or has been included on the agenda of that meeting at the request of any of those present, approved by the majority of other participants;
b) The matter (s) has been stated expressly under discussion by the chairman of the meeting.
Paragraph 3 - Even though expressions such as “other matters”, “general matters” or similar terms appear on the agenda of the convening instrument, only those that comply with items “a” and “b” will only be considered as “item with voting initiated” of Paragraph 2.
Article 25 - Minutes of the Deliberative Council meetings will be recorded by the Secretary, which should be signed by the Secretary and the President of the meeting, and the chairman of the meeting will be responsible for delivering or sending a copy of the minutes to all the directors present at the meeting within 10 (ten ) business days after the assembly.
Paragraph 1 - The Directors who participated in the meeting, may request changes, inclusions and / or exclusions in the text of the minutes through a statement sent to the Secretary of the meeting or to the President of the Deliberative Council, within a period of up to 10 (ten) days after the effective receipt of the minutes. When changes, inclusions and / or exclusions are accepted and implemented - which must be taken within 10 (ten) business days after the end of the period established above to request changes - the minutes with such changes will be forwarded to the participants of the meeting or assembly, reopening a new period of 10 (ten) business days so that the Directors who participated in the meeting can accept the new wording or propose new amendments to the text of the minutes, which amendments must be limited to the section (s) that have been modified.
Paragraph 2 - In the eventual event of the minutes of the meeting not being drawn up by the Secretary of the meeting, as well as in case of partial or unsatisfactory acceptance of the proposed amendments to the minutes, the Directors who participated in the meeting that gave rise to the minutes, within up to 10 (ten) business days subsequent to the deadline established for the preparation or alteration of the minutes, they may prepare and sign a new minute, in which a paragraph will be inserted declaring the previous minute null and void, with effect only it will be given if it is signed by a simple majority of Directors who have participated in the meeting.
Paragraph 3 - The period of 10 (ten) business days after the receipt of the original minutes, or the sending of which (s) of the subsequent modification (s) has elapsed, without any requests for changes, inclusions and / or exclusions, or without the elaboration of a new one, in the form of Paragraph 2, the minutes will be considered definitively approved.
Article 26 - Only the member (s) of the Executive Board who have renounced the director's term of office may vote in the deliberations of the Deliberative Council, in writing, by means of a signed letter addressed to the President of the Deliberative Council, filed at the Association with a minimum of 2 (two) business days prior to the meeting of the Deliberative Council to be held after its resignation, being certain that, after its reinstatement in the Deliberative Council, its resignation will become irrevocable and irreversible, and the even rejoin the Executive Board during the term of the Executive Board that was in office at the time of the resignation. The member of the Deliberative Council who had been occupying the vacancy in the Council that previously belonged to the resigning Director will be replaced by him, returning to the Deliberative Council's substitution - if he still has part of his mandate - therefore, ceasing to vote in the Deliberative Council's deliberations. , unless he takes a new seat in that Council. The period during which the member of the Executive Board held the position, in that term, is computed for the purposes of the term of office as a Deliberative Council, in such a way that, upon returning to the Deliberative Council in view of the resignation of the position of Director , he will only exercise the mandate of Deliberative Counselor for the remainder of his term as Counselor, if any.
Article 27 - The meetings of the Deliberative Council, may also be called by means of signatures in the calling instrument of at least 1/3 (one third) of the members of that body.
From the Executive Board
Article 28 - The Executive Board will be composed of 5 (five) members, elected by the members of the Deliberative Council, from among the members of that body, whose positions will have the following designation: a chief executive officer; a vice president; a treasurer director; a secretary director and an administrative director.
Paragraph 1O - The members of the Executive Board will have a mandate of 3 (three) years, with any of its members being eligible for reelection, however, the re-election of the president to that same position is not allowed in the next immediately mandate.
Paragraph 2O - The President of the Executive Board, after his term of office has ended, will receive a term of 1 (one) year in the Deliberative Council, if he does not have a term.
Paragraph 3 - When taking office in the position of director, the Director, unless legally, statutory, in fact or otherwise, will have ensured the exercise of such position until the term of office of the board in which he took office ends, even if terminate your term of office as a Deliberative Director during the term of your term as a member of the Executive Board.
Article 29 - It is incumbent upon the Executive Board:
a) represent the active and passive association, judicially and extra-judicially;
b) comply with and enforce the Bylaws;
c) establish the amount, form and criteria for charging admission, maintenance and transfer fees and any other contributions from members;
d) to dispose of all the association's revenues in the social interest of the product;
e) acquire, dispose of or encumber movable property and enter into contracts of any nature, provided that the provisions of Paragraph 1 are observedO of Article 29. Infra;
f) edit the organ for the dissemination of the association's activities and / or periodic newsletters for members;
g) change the location of the head office and decide on the opening of branches.
h) create commissions to meet the specific needs of the association, indicating its members and their respective functions;
i) decide on the expulsion of members and the application of any penalties provided for in these Bylaws, provided that they are endorsed by 2/3 (two thirds) of the votes present at the General Meeting;
j) appoint attorneys-in-fact to represent the company in specific acts, with limited powers in the power of attorney, which will always have a fixed term, in compliance with the provisions of Article 29, Paragraph 3O, item “c”, infra;
k) perform all other acts deemed necessary and convenient for the achievement of social objectives and resolve issues of interest to the association, which are not exclusive to the General Assembly;
l) call the ordinary and extraordinary general assemblies, by its own decision, in view of the statutory provisions, or in response to requests from at least 1/5 (one fifth) of the members in full enjoyment of their associative rights;
m) call the elections and carry out the other functions necessary for their holding, as provided for in these Bylaws;
n) perform the other functions expressly assigned to it in these Bylaws or that are assigned to it by the Deliberative Council.
o) approve or reject a proposal for the affiliation of new members and / or the readmission of those who left the association's membership for any reason.
p) act in accordance with the Code of Ethics and Conduct, the Policy for Interaction with Public Agents and other Policies and Rules related to the Association's Integrity Program.
q) perform all the functions assigned to it expressly in the Code of Ethics and Conduct and in the Policy for Interaction with Public Agents.
Paragraph 1O - The decisions related to the letter “e”, above, when dealing with obligations, goods or contracts involving a value greater than the equivalent of R$ 50,000 (fifty thousand reais), corrected annually by deliberation of the Deliberative Council, will always be taken with a favorable vote of the majority of the members of the Executive Board.
Paragraph 2O - It is especially incumbent upon the President of the Executive Board to represent the company before third parties, subject to the provisions of Paragraphs 4 and 5O below;
Paragraph 3O - In any acts that involve social obligation, the representation of the association will be exercised:
a) jointly by two members of the Executive Board, one of whom, necessarily, the Chairman of the Board;
b) by attorney-in-fact, for specific acts, within the limits of the powers contained in the respective power of attorney, powers of attorney that must be signed, necessarily, by the chairman of the Executive Board and by at least one more member of the Executive Board;
c) for the practice of the acts provided for in the first paragraph above, the Association shall be mandatorily represented in the form of item “a”, above, of this Paragraph 3;
d) for issuing checks and / or payment orders with a unit value of up to R$ 15,000.00 (fifteen thousand reais), corrected annually by resolution of the Deliberative Council, the signatures of 2 (two) members of the Executive Board will suffice.
Paragraph 4O - In the case of absences or impediments of the President of the Executive Board, the representation of the company referred to in the previous paragraphs will be exercised by the acting vice president.
Paragraph 5O - In the case of absences or impediments of the President and the Vice President of the Executive Board, the representation of the company referred to in the previous paragraphs will be exercised by the acting Treasurer.
Article 30 - The ordinary meetings of the Executive Board will be called by the Chairman of the Board at least 7 (seven) days in advance and such meetings will be installed by the chairman of this body, who will be assigned to chair the meeting, but may designate or transfer to another director the chairmanship of the meeting. The meetings of this body will be installed with the presence of at least 1/3 (one third) of its members, and the decisions will be taken by a simple majority of votes (50% of the participants, plus one Director), with the chairman being responsible for quality vote, in the event of a tie, that is, the president will vote only once and will only vote if the vote is tied before his vote is counted. Once the meetings of this body are legally installed, they will cease to deliberate, and their work will be immediately suspended - except in relation to the subject of the agenda whose discussion has already started - when the minimum quorum of 1/3 (one third) is not met. ) of the members of the Executive Board. Whether for the purposes of installation, or for the purposes of verifying the minimum quorum for deliberation, as well as, when applicable, in order to determine the index of approval of the subject of the agenda then being voted, the number of Officers who are present at the meeting at the time of the quorum check, compared to the total number of Board members in full exercise of their rights, including those absent or who have already withdrawn from the meetings at the time of the quorum check.
Single paragraph - The members of the Executive Board must personally participate in the meetings, in person or remotely, being prohibited their representation by third parties, even though members of that collegiate body, as well as being able to vote in person or remotely.
Article 31 - Minutes of the Executive Board's meetings will be recorded by the Secretary of the respective meeting, which should be signed by those present, and the Secretary of the meeting will be responsible for sending a copy of the minutes to all the directors.
Article 32 - In addition to the attributions provided for in Article 29, above, the Executive Board must also maintain regular bookkeeping of all income and expenses of the association, in books covered with formalities that ensure the respective accuracy, and comply with all relevant tax obligations.
Single paragraph - The Executive Board will submit to the Deliberative Council, within the first four months of each year, the financial statements for the previous year, duly certified by the Fiscal Council, if any, and the annual budget of the association's revenues and expenses.
Article 33 - The Executive Board may appoint representatives at ABES of the associated companies to coordinate working groups, commissions and specific missions considered necessary for the proper performance of the associative activities, with actions and responsibilities clearly defined in the instrument through which the appointment is made, giving the nominees for such activities, the title “Director”, followed by an expression that indicates the attribution conferred on them, such as “Deputy Director”, “Regional Director”, “Director of Institutional Relations” or similar titles. The directors for specific matters will not be remunerated and will only be able to participate in the Executive Board's meetings when expressly called to do so, an opportunity in which they will have the right to speak, but not the right to vote in the Executive Board's deliberations.
Paragraph 1 - By resolution of the President of the Executive Board, the association may hire a professional, of proven suitability and technical capacity, to exercise the functions of Executive Director, delimiting his duties, competences and remuneration.
Paragraph 2. - By resolution of the President of the Executive Board, the association may hire a professional, of proven suitability and technical capacity, to exercise the functions of the Compliance Officer, establishing their competencies and remuneration, ensuring, however, full autonomy in the exercise of their activities. that compete with you,
Paragraph 3 - Compliance Officer assignments may be outsourced to a specialized office.
Fiscal Council
Article 34 - The Audit Committee is an optional body, constituted by indication of the Deliberative Council, and its members are appointed for a period of 3 (three) years, the renewal of any of its members is allowed, and will consist of 3 (three) effective members and 3 (three) alternates, all from the entity's membership.
Paragraph 1O - It is incumbent upon the Audit Committee: to analyze the accounts and investments of the entity's financial resources, giving an opinion on the financial statements for the year ended for presentation and resolution by the Deliberative Council and to report any violation of these Bylaws to the General Meeting.
Paragraph 2O - In case of vacancy, impediment or leave of any of the effective members, one of the alternates indicated for their replacement will be called.
Paragraph 3O - Participation in the Fiscal Council constitutes an impediment to participate in the Executive Board and the Deliberative Council.
Paragraph 4O - The Fiscal Council meets ordinarily once every 6 (six) months and extraordinarily, whenever necessary or when called by the Deliberative Council.
Paragraph 5O - At the request of the Fiscal Council, the Executive Board must provide any information or documents that are necessary for the performance of its duties.
Advisory Council
Article 35 - The Advisory Council will be formed by all the ex-presidents of the Deliberative Council and all the ex-presidents of the Executive Board, as well as by any individual who works in the area of information technology whose nomination for this collegiate is approved by a majority of the members of the Deliberative Council present at the meeting whose agenda expressly states the nomination. Said Council is the entity's advisory body on topics of relevant interest to the entity or its Associative When and will manifest itself whenever called upon by the President of the Executive Board or by the President of the Deliberative Council to give an opinion on matters within the competence of the president of the collegiate body that the summons.
Article 36 - In the case of a non-profit association, it will not pay its officers.
CHAPTER VII
Elections
Article 37 - Annually, in a General Assembly that will observe the rites established in this Chapter, 1/3 (one third) of the Deliberative Council will be elected, who will have a mandate of 3 (three) years, being able to be reelected.
Paragraph 1O - The Deliberative Council, with its new composition, after the election of the new members, installs itself until the last working day of the first quarter of each year, when it must elect the president and the vice-president of the Deliberative Council among its peers. The president of the Deliberative Council will be replaced in his absences or impediments by the vice president.
Paragraph 2O - Every 3 (three) years, at the installation meeting, the Deliberative Council shall elect the Executive Board as provided for in these bylaws.
Paragraph 3O - The expiring mandates will end when the new Deliberative Council takes office.
Paragraph 4O - In the same annual installation meeting, or in a meeting specially called by the president, the Deliberative Council will choose, among its peers, any substitutes for the members of the Executive Board, in the absences, resignations, absences or impediments of any of the members of the Board.
Paragraph 5 - Any member of the Deliberative Counselor, who is a member or alternate, who, cumulatively, is in the first year of the Deliberative Counselor's term and has been elected for the first time to be part of the Deliberative Council, cannot be elected President or Vice-President of the Deliberative Council.
Article 38 - The General Assembly for election of the Deliberative Council will be held annually in November, and must be convened by the President of the Executive Board at least 60 (sixty) days in advance, in order to comply with the provisions of the paragraphs of this article, by means of a notice that it should be widely disseminated among the associates and that it will indicate, among others, the following elements:
a) Time, form and place for registration of candidates;
b) Form, date, time and place (s) of voting.
Paragraph 1O - The deadline for registration of candidates cannot be less than 30 (thirty) days.
Paragraph 2O - Applications must be registered within 30 (thirty) days from the date of the election.
Paragraph 3O - List of members with voting rights must be provided by the Executive Board to all candidates who request it in writing. This list must contain the following information: name of the associate; name of representatives with the entity (holder and alternate); full address; telephone and facsimile numbers and e-mail address, provided that candidates sign a document stating: i) that they are aware of the Association's Integrity Program, the Code of Ethics and Conduct and the Policy for Interaction with Public Agents, ii) that the data provided is intended for use solely and exclusively for the presentation of the candidate to the entity's membership, iii) that such data must be properly protected during use and destroyed after the election has been held; iv) that they will be subject to the penalties provided for in the Association's Integrity Program, in case of violations of what is provided for in this paragraph.
Paragraph 4O - Full list of registered candidates must be disclosed to all members within a maximum period of 3 (three) working days after the end of the registration period.
Article 39 - Applications may be challenged within 7 (seven) days after the disclosure of the list of candidates, provided for in Paragraph 4O of Article 38. In this case, the impugnations will be judged by the Acting Deliberative Council, within a maximum period of 10 (ten) days from the impugnation, with no appeal of such decisions.
Article 40 - Voting will be done through ballots or a document that replaces them, even if electronic, which will be filed at the entity's headquarters, sealed, for a period of 90 (ninety) days, for analysis in case of any objections.
Article 41 - At the end of the vote, votes will be counted, immediately declaring:
a) elected as holders, with a term of 3 (three) years, the 10 (ten) most voted candidates who will occupy the positions in the Deliberative Council, related to the directors whose mandates are ending, even though their positions have been filled by alternate, or even vacant;
b) designated alternates of that collegiate the other candidates, who will be classified as first alternate, second alternate, and so on, in accordance with the highest number of votes they have received in that election, which will fill any vacancies in that collegiate and replace the members of the Deliberative Council who come to integrate the Executive Board, who resign from the position, who fail to fulfill the statutory conditions for the exercise of these functions, as well as in the cases of removal.
Paragraph 1O -. In order to fill vacancies and to replace members of the Deliberative Council, the Alternate Directors will be given, in accordance with the ranking order referred to in the caput of this article, the preference in choosing the vacancy they intend to occupy, respecting the deadlines for original mandates of those replaced.
Paragraph 2 - If the Alternate Director, in the exercise of the preference referred to in the previous paragraph, chooses to wait for the election of the Executive Board, to then occupy the position of any member of the Board who will be elected as Director, he will be automatically conferring to the Immediate alternate, according to the order referred to in letter “b” of Article 41, above, the right to be sworn in as a Director, promptly and, consequently, in the exercise of his mandate, the right to be able to vote and be voted on in the deliberations of the Deliberative Council meeting.
Paragraph 3 - Substitutes who are not in the effective exercise of the position of member of the Deliberative Council in substitution for another Director, or filling vacant position in that collegiate, will lose the right to exercise the substitution, ceasing to be considered as Substitute Directors, upon the investiture of the members. Directors elected in the first subsequent annual election of the Deliberative Council, unless, having run for election in this new election, he was elected.
Paragraph 4 - The termination of the term of office of the Board Member who has been replaced by an Alternate Board Member, implies the automatic end of the term of office by the Alternate Board Member, unless he is again elected to that board.
Paragraph 5O - When one or more candidates receive an identical number of votes, the order of preference in the classification will be given by the seniority criterion, with representatives of companies that have joined the membership for the longest time being considered better classified, in order. If the tie persists, the oldest representative will be elected.
Paragraph 6O - Any doubts or omissions related to the elections, including those inherent to the order of classification of the candidates, will be resolved by decision of the simple majority of the members of the Executive Board, with the Chairman of the Board having the casting vote, in the event of a tie in the vote. The decision may be appealed to the Deliberative Council.
Paragraph 7O - The members of the Deliberative Council or of the Executive Board who have 3 (three) or more consecutive absences, or 5 (five) or more alternate in the same year will lose their positions, unless such absences are justified in writing and the justifications come to be accepted by the members of the Deliberative Council.
Article 42 - In accordance with Article 19, and subject to the rules, formalities and precautions established therein, the Executive Board may authorize remote voting to members who are in full enjoyment of their associative rights.
Single paragraph: In all the General, Ordinary and Extraordinary Meetings, including the General Meetings destined to the elections, it is considered, both for the purposes of determining the minimum number of attendances, and for verifying the minimum quorum required for the validity of the deliberations, as effectively present, in full, during the entire period of the Assemblies, from its opening to its closing, all full or alternate representatives in the Association who have participated in the deliberations, including by remote vote in cases where the call authorizes this type of participation , and even those who chose to abstain.
Article 43 - The positions of members of the Deliberative Council and the Executive Board are personal and not of the company. However, the member of these collegiate members who, having ceased to be a representative of an associated company, will not be appointed, within 60 (sixty) days, as a representative of another affiliate in full exercise of the associative rights will lose.
CHAPTER VIII
Social Equity
Article 44 - The assets of the association will be constituted by the set of its real estate, furniture, titles and values that belong to it or will belong to it, as well as by the rents of these goods and eventual services, and by the contributions and donations of its associates or third parties.
Article 45 - The resources of the association will be fully and exclusively applied to the maintenance and development of its objectives.
Article 46 - Associates do not even respond in the alternative for the entity's obligations.
CHAPTER IX
Fiscal Year
Article 47 - The fiscal year will coincide with the calendar year, starting on January 1 and ending on December 31 of each year.
Article 48 - At the end of each fiscal year, the Executive Board will prepare a General Balance Sheet, and each civil quarter will present a report on the amounts received and spent by the association, in compliance with the respective legal formalities.
Article 49 - The association will not distribute any surplus of income over expenses, such as dividends, bonuses or benefits in any capacity to directors or associates, applying such surpluses exclusively to the maintenance and development of its objectives, as defined in this Statute or implicitly contained therein. .
CHAPTER X
Dissolution
Article 50 - The association may be dissolved in the cases provided for by law or by resolution of the General Assembly, provided that the provisions of the sole Paragraph of Article 17 are met.
Article 51 - Approval of the dissolution and extinction of the association, respecting the contracts entered into and after the total payment of the outstanding charges, the remainder of its net assets will be destined to the entity of non-economic purposes, or to the municipal, state or federal institution for identical or similar purposes. , which will be chosen by deliberation of the members in the General Assembly, respecting the quorum referred to in the sole Paragraph of Article 17 of these bylaws.
Single paragraph - If the association does not exist in the Municipality, in the State, in the Federal District or in the Territory, where the association has its headquarters, under the conditions indicated in this article, what remains of its assets will be returned to the State Treasury, the Federal District or the Union.
Article 52 - None of the members of the Executive Board can be held personally responsible for the fulfillment of the association's obligations, except in case of intent or breach of legal rules and statutory provisions.
CHAPTER XI
Of the final and transitional provisions
Article 53 - The central focus of the Municipality of São Paulo, State of São Paulo, is elected, with the express waiver of any other, to resolve doubts and controversies arising from these Statutes.
Article 54 - These Bylaws can only be changed at an Extraordinary General Meeting, subject to the provisions of Article 17, Sole Paragraph.
Article. 55 - The exclusion of the associate is only admissible if there is just cause, in compliance with the provisions of the statute; it may also occur if the existence of serious reasons is recognized, in reasoned deliberation, by the absolute majority of those present at the general meeting whose summons is expressly and specifically stated for that purpose.
Paragraph 1 - The decision of the body that, in accordance with the statute, decrees the exclusion, there will always be an appeal to the first general meeting that comes to be held after the decision decreeing the exclusion.
Paragraph 2 - No associate may be prevented from exercising the right or function that has been legitimately conferred on him, except in the cases and in the manner provided for by law or in the statute.
This CONSOLIDATED SOCIAL STATUTE OF ABES - BRAZILIAN ASSOCIATION OF SOFTWARE COMPANIES matches the original, voted and approved by those present at the EXTRAORDINARY GENERAL ASSEMBLY, held on November 30, 2004, filed under number 0539560, on 02/15/2005, in 3rd Officer of Registration of Titles and Documents and Civil of Legal Entity; with the statutory amendments approved by the Ordinary and Extraordinary Shareholders' Meeting held on May 24, 2019, filed under No. 749,113, on 07/29/2019, in the 3rd Official Registry of Titles and Documents and Legal Entities; as well as the statutory amendments approved by the Extraordinary General Meeting held on November 28, 2019, filed under No. 754,412, on 1/13/2020, in the 3rd Official Registry of Titles and Documents and Legal Entities. This consolidation of the Bylaws was decided at the meeting at the Extraordinary Meeting of the Executive Board held on December 5, 2019.
Sao Paulo, December 05, 2019
_________________________
Rodolfo Fücher
President Executive Board
_________________________
Dr. Manoel Antonio, dos Santos
Lawyer - OAB / SP 73,537
__________________________
Anselmo Paulo Gentile
Executive Secretary
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