By Laws

Instituto Socioambiental (ISA) was founded on April 22, 1994

(Last reviewed by General Assembly on May 4, 2012)

CHAPTER I - THE ENTITY

Art. 1 - Instituto Socioambiental is hereby created; a non-profit association, bearing no political-party links nor any distinction of creed, race, ethnicity, class, sexual preference or gender, headquartered in the city of São Paulo, for an undetermined period of time.

Paragraph One - A branch office is created in the city of Brasília, and other offices can be created when and where necessary.

Paragraph Two - In order to further the socio-environmental cause, optimize the fulfillment of its institutional objectives and strengthen its performance, the Institute may give permission for the creation of organizations that adopt the name “Instituto Socioambiental”, as long as the following minimum conditions are observed:

a) The organization must adopt in its Bylaws the institutional objectives established on article two of the present Bylaws;

b) The proposal must be presented to the Board of Directors by at least five founding or active members, along with a detailed study of the organization´s operating conditions and of its relationship with the Institute, an be submitted to the General Assembly and approved by at least 2/3 of those present;

c) The Institute shall have voice in the organization’s General Assembly;

d) The organization shall have voice in the Institute’s General Assembly;

e) The act of approval shall define rules for a preferential relationship between the organization and the Institute by establishing reciprocal obligations, as well as to anticipate the cases in which the agreement may be suspended.

CHAPTER II - THE INSTITUTIONAL OBJECTIVES

Art. 2 - Instituto Socioambiental is chartered:

a) To promote the defense of social property and rights, both collective and diffuse, relating to the environment, to the cultural legacy, and to human and peoples’ rights;

b) To encourage socioeconomic development by means of the guarantee of democratic, ecologically sustainable access and management of natural resources, with the maintenance of cultural and biological diversity, for the present and future generations;

c) To promote, execute and divulge surveys and studies, to organize documentation and develop projects applied to the defense of the environment, cultural legacy and human and peoples’ rights, especially indigenous peoples and traditional populations;

d) To promote exchange with other organizations and institutions both domestic and international for the defense of the environmental, cultural and peoples’ legacy, especially in Latin America and the Caribbean, and for the execution of studies and surveys in several areas of knowledge, germane to its activities

e) To divulge for whatever means the information and knowledge produced by itself or by a third party and germane to its activities;

f) To encourage the improvement and the enforcement of legislation that is instrumental to the achievement of the present objectives;

g) To encourage and executive studies of a preventive and participative nature to combat environmental and social degradation in all of their forms, including environmental impact studies entailed by anthropic activities.

Paragraph One - Towards the achievement of its objectives, the Institute may, by itself or cooperating with a third party:

a) Organize documentation and information services;

b) Produce, publish, edit, distribute and divulge books, magazines, videos, films, photographs, tapes, records, magnetic or optical disks, other materials, exhibits, radio broadcast programs, among others;

c) Do prospection, recording, editing and dissemination of images, music, statements relating to its many activities;

d) Document, by all means, its different activities, as well as the facts and situations which have any relation to do with its purposes;

e) Distribute and sell products and materials from the institution or a third party;

f) Institute civil public criminal action and other legal initiatives with the purpose of defending social property and rights, both collective and diffuse, especially those relating to the environment and cultural legacy;

g) Provide legal services to orientate and defend the environment and the rights of peoples, communities and society’s organizations;

h) Advise and provide consultancy services for the planning, assessment and execution of projects to public and private organizations;

I) Enter agreements and contracts for the provision of services to other public or private institutions or third parties;

j) Execute, organize, promote or participate in cultural events such as debates, conferences, seminars, courses and congresses;

k) Execute and promote exchange with other institutions aiming at the common defense of the peoples’ rights and environmental and cultural legacies, with special focus upon Latin America;

l) Promote comparative legal studies, as well as anthropological, geographic, biological, ecological, sociological and other studies from other areas of knowledge, germane to its many activities;

m) Promote, organize, produce, disseminate and participate in events and national and international campaigns for the support and defense of the peoples’ rights and environmental and cultural legacies.

n) Perform technical assistance and rural extension services especially aimed at promoting environmentally sustainable social and economic development.

o) Promote and support technically and financially, including granting of scholarships, the conduction of scientific researches, investigations and activities aiming at the production, instruction and dissemination of relevant knowledge to achieve the objectives set forth in this article.

Paragraph Two - In the accomplishment of its tasks, the Institute shall seek the convergence of efforts with similar institutions, avoiding the duplication of efforts.

Paragraph Three - The Institute shall not become involved in religious, political-party or any other affairs which do not concern its institutional objectives.

Paragraph Four - When carrying out its activities, programs, projects and action plans, the Institute shall observe the principles of legality, impartiality, good morals, disclosure, cost-effectiveness and efficiency.

CHAPTER III - MEMBERSHIP

SECTION I - THE COMPOSITION

Art. 3 - The Institute is comprised of:

a) Founding members: those who participated in the Institution’s founding assembly, signing the proceedings and committing to its purposes;

b) Active members: those who were incorporated upon approval of 2/3 (two thirds) of the General Assembly, from the nomination of three founding or active members and who do not hold paid offices at the institution;

c) Collaborating members: individuals or institutions that, being identified with the Institute’s objectives, request their admission and, once approved by the Board of Directors, pay the dues fees;

d) Honorary members: individuals or corporations who stand out in the defense of social property and rights, collective and diffuse, relating to the environment and cultural legacy or those who, for relevant reasons, were so distinguished.

Sole Paragraph - The members, independently from their category, and not individually nor severally responsible for the obligations of the institution, nor can deploy the institution’s symbols, or speak on its behalf, unless expressly authorized by the Board of Directors.

SECTION II - THE CONTRIBUTION

Art. 4 - For the admission of collaborating members the Board of Directors shall create financial contribution categories, which can be several and differentiated ad referendum of the General Assembly.

Sole Paragraph - In the act of application to become a collaborating member, the applicant shall freely choose the category of financial contribution he/she/it wishes to be affiliated with.

Art. 5 - Financial contributions may be waved from the collaborating members who are part of the Advisory Board, for those who are part of the Institute's executive staff and for those who, for whatever reason, are entitled to such benefit by a Board of Directors's resolution.

SECTION III - HONORARY MEMBERS

Art. 6 - Any of the members of the Advisory Board or any director of the Institute can nominate candidates to honorary membership. The choice must be submitted in writing to the Chairman of the Board, who will submit the proposal for approval at the first regular General Assembly by absolute majority.

Art. 7 - No more than 3 (three) honorary members may be admitted per year.

SECTION IV - RIGHTS AND OBLIGATIONS OF FOUNDING, ACTIVE, COLLABORATING AND HONORARY MEMBERS

Art. 8 - All founding and active members have the right to visit headquarters and learn about the projects and endeavors under way; to submit proposals to the Board of Directors; to enjoy the privileges that the Institute offers, to participate in General Assembly meetings with the authority to speak and the right to vote, to elect and be elected to the Board of Directors.

Art. 9 - All collaborating members who have paid their obligations dues to the Institute, as well as all honorary members have the right to learn of the projects and endeavors in course and to enjoy the privileges provided by the Institute.

Art. 10 - The following are the duties of founding and active members: to participate in the General Assembly meeting; to protect the good name and image of the Institute; to strive to the best of their abilities to ensure that the entity’s objectives are successful, within its scope of operations.

Art. 11 - The obligations of the collaborating members are: to contribute financially to the Institute in accordance to the chosen category; and to strive, according to his/her area and possibilities, to have the Institute's objectives fulfilled.

Art. 12 - Members of any category who seriously violate the present Bylaws or who perpetrate acts against the objectives of the Institute shall be excluded.

Paragraph One - Founding and active members shall be excluded from the institution:

a) upon a proposal submitted by three active or founding members approved by the General Assembly by at least 2/3 (two-thirds) of the vote;

b) automatically, by decision of the Board of Directors, should they fail to attend the Ordinary General Assembly for two consecutive years without justification in writing.

Paragraph Two - Collaborating members shall be automatically excluded by a resolution of the Board of Directors when in default of payment of the financial contribution committed to at the time of affiliation;

Paragraph Three - Honorary members shall be excluded from the Institution upon proposal submitted by three founding or active members, approved by the General Assembly by at least 2/3 (two-thirds) of those present.

Paragraph Four – In all cases the member shall be given fifteen days prior warning of a meeting that will consider his or her exclusion so that s/he can submit his/her defence in writing, should s/he so wish.

Paragraph Five – Where the member is excluded by decision of the Board of Directors, s/he will have the right to submit a written appeal to the General Assembly which will consider this at its next ordinary meeting following the date of the decision.

Art.12-A - A member of any category may voluntarily resign from the association by giving written communication of this intention to the Executive Secretary.

Sole Paragraph - The Executive Secretary will inform the members of the Board within fifteen working days of the date of receipt of such communication and will proceed to exclude the name of the member from all records, registers and publications of the association.

CHAPTER IV - BODIES OF THE INSTITUTE

Art. 13 - The following are the bodies of the Institute:

(a) General Assembly;

(b) Board of Directors;

(c) Audit Committee;

(d) Advisory Board;

(e) Executive Secretary; and

(f) Coordinators’ Group.

CHAPTER V - GENERAL ASSEMBLY

SECTION I - STRUCTURE AND AUTHORITY

Art. 14 - The General Assembly is the highest body of the Institute; it comprises all founding members and all active members in full authority of their rights, as provided for in article 8 of these Bylaws.

Art. 15 - The General Assembly shall:

a) resolve on the Institute's activities report, balance sheet and other accounts to be submitted by the Board of Directors;

b) review the recommendations from the various bodies of the Institute;

c) elect members for both the Board of Directors and the Audit Committee;

d) resolve on the appointment of the Executive Board by the Board of Directors, pursuant to Article 41 of these Bylaws;

e) nominate members for the Advisory Board and the Assessment Committee;

f) resolve on all matters of the Institute, including amendments to the Bylaws and winding up of the Institute, in accordance with articles 60, 61 and 65 of these Bylaws;

g) operate as an appellate body in connection with the decisions and resolutions of the Board of Directors;

h) resolve on hiring and dismissal of partners of any category, according to article 12 hereof;

i) approve the general terms of the Institute’s Three-Year Work Plan and the amendments thereto proposed by the Board of Directors;

j) approve the implementation of new projects;

k) authorize the disposal, exchange or encumbrance of the Institute's real properties, pursuant to article 58 hereof;

l) establish a policy of cooperation with public and private institutions, both national and international, as well as with bilateral and multilateral agencies;

m) authorize the use of the Financial Fund pursuant to articles 56 and 57.

SECTION II - GENERAL ASSEMBLY MEETINGS

Art. 16 - General Assembly meetings shall be called and convened with no less than 25 working days’ written notice by registered mail:

(a) Regularly, upon call of the Board of Directors, once a year in the first four months of the year; (b) Extraordinarily, upon a call of the Board of Directors, or by at least half plus one of the voting members of the General Assembly.

Art. 17 - The letter of calling shall contain the following information:

(a) Date and place of the General Assembly; (b) Agenda.

Art. 18 - General Assembly meetings shall be called by the Chairman of the Board of Directors and two founding or active members as elected by the Assembly shall act as secretaries with the responsibility of drafting the proceedings of the meeting.

Sole Paragraph - Upon the unavailability of the Chairman of the Board of Directors, the General Assembly shall be installed by the deputy chairman of the Board or, should he also be unavailable, by one of the remaining members of the Board of Directors or Executive Secretary or by any founding or active member present.

Art. 19 - The General Assembly shall be called following the first summons with the presence of at least half plus one voting members.

Sole Paragraph - Once thirty minutes have elapsed from the time of first summons, the General Assembly shall commence with any number of members.

Art. 20 - The resolutions of the General Assembly shall be made upon simple majority of votes, except as provided in these Bylaws.

Sole Paragraph - The resolutions concerning the dissolution of the Board of Directors shall require the approval of the absolute majority of the voting members present at the General Assembly.

Art. 21 - In the event of a draw the Chairman of the General Assembly shall cast the deciding vote.

Art. 22 - Proceedings shall be drawn of the endeavors and resolutions of the General Assembly and committed upon the appropriate book and signed by the members of the panel; the main resolutions shall be conveyed to the members at a later date and the following General Assembly shall approve them.

CHAPTER VI - BOARD OF DIRECTORS

SECTION I - STRUCTURE AND AUTHORITY

Art. 23 – The Board of Directors, which is in charge of the coordination of the association, shall be comprised of five founding or effective members elected by the General Assembly.

Paragraph One - Three of the members of the Board of Directors shall be elected among those who do not perform any executive function in the association.

Paragraph Two - In the act of the election, the General Assembly shall designate the Chairman and the Vice-Chairman.

Art. 24 - The term of the members of the Board of Directors shall be of three years, and reconveyance is permitted.

Art. 25 - All Board decisions shall be made by simple majority.

Sole Paragraph - In the event of a draw the Chairman of the Board shall cast the deciding vote.

Art. 26 - The Board of Directors is chartered to:

a) Call and install General Assemblies;

b) review the Ten-Year Strategic Plan and the Three-Year Work Plan, as approved by the Executive Board and submit them for the approval of the General Officer, as well as follow up its execution;

c) approve the Annual Work Plan, as prepared by the Executive Board, and follow up on its execution;

d) approve new projects;

e) uphold the achievement of the Institute’s provisions as contained in these Bylaws and the decisions made by the General Assembly;

f) manage the Institute’s property and resources;

g) appoint the members of the Advisory Board, according to a roster of names previously approved by the General Assembly, to call its meetings previously indicating the themes to be examined by them, requiring the issue of opinions within their competences and, whenever deemed necessary, to request the presence of any of its members at their meetings;

h) appoint and, when necessary, replace Executive Board members ad referendum from the General Assembly, supervising their activities and granting powers to manage;

i) create permanent organic executive functions, comprising an indeterminate number of professionals, establishing their charter and budget;

j) review the Institute’s accounting statements;

k) submit to the General Assembly the recommendations for the distinction of Honorary Member of the Institute as provided for in Article 7 of these Bylaws;

l) define the amounts of the financial contributions to be made by collaborating members;

m) approve the six-month report prepared by the Executive Board;

n) approve the installation of new offices;

o) approve the general wages and jobs policy as proposed by the Executive Board;

p) submit to the General Assembly the activity report, balance sheet and annual financial statements of the Institution;

q) approve the Internal Rules as prepared by the Executive Board;

r) appreciate the recommendations of the Advisory Board and Assessment Committee;

s) retain independent auditors to review the Institute’s financial statements at the end of each year.

t) delegate to the Coordinators’ Group competence to deliberate on the topics it determines.

Art. 27 - The Board of Directors shall install its Assessment Committee composed by a body of specialists defined from a roster previously approved by the General Assembly in order to independently assess the Institute’s projects and activities, through the socio-environmental perspective.

Paragraph One - The Assessment Committee shall discuss the activities and projects developed by the Institution, suggesting recommendations to the Board of Directors and to the General Assembly.

Paragraph Two - The Assessment Committee shall be installed whenever the project’s or the activity’s complexity so requires.

Paragraph Three - The meetings of the Assessment Committee shall be chaired and secretaried by two of its members, appointed in the beginning of each meeting, and the secretary shall be responsible for drawing the proceedings and a report containing recommendations.

Paragraph Four - Representatives from entities which provide institutional support to the Institute, representatives from communities or social groups involved in the projects or activities being reviewed, the Institute’s technical staff responsible for the activity or implementation of the project and Executive Board members shall participate in the Assessment Committee’s meeting with the right to vote.

SECTION II - ELECTION AND RENEWAL OF THE BOARD OF DIRECTORS

Art. 28 - The election of the Board shall be held during a Regular Meeting of the Institute’s General Assembly.

Art. 29 – The five members of the Board of Directors shall be elected by the General Assembly, through slates of candidates, by secret vote and through ballots in which the names of all candidates of each slate shall be mentioned, with the indication of the names of those who will occupy the Presidency and the Vice-Presidency. The candidates of the slate that receives the most votes will be considered elected.

Sole Paragraph – The members of the Executive Secretary who are part of the Board of Directors shall not occupy the Presidency or the Vice-Presidency.

SECTION III - MEETINGS OF THE BOARD OF DIRECTORS

Art. 30 - The Board of Directors shall meet, preferably at the Institute’s headquarters:

a) Regularly, once every three months, according to the time schedule established during the last meeting of the previous year, independently of calling; (b) extraordinarily, when necessary, called by the Chairman or by any three of its members, in writing, with not less than 48 hours’ prior notice in writing.

Art. 31 - Members of the Executive Board shall participate in the Board Meetings.

Sole Paragraph - Other employees of the Institute, as well as outside specialists and consultants may be called to participate in Board Meetings.

Art. 32 - Should a board member or executive secretary be unavailable to participate in a Board meeting due to travel, health or force majeure impediments, his absence shall be previously justified in writing.

Art. 33 - The Board of Directors shall resolve with the presence of no less than three Board members.

SECTION IV - RELINQUISHING OF BOARD MEMBERS’ TERM OF OFFICE

Art. 34 - The Board member’s term of office is relinquishing:

a) at the end of the third year in office;

b) by express or tacit renunciation;

c) by desqualification of the term of office;

d) by impairment;

e) by death.

Art. 35 - A tacit renunciation is characterized by the Board member’s absence from 3 (three) consecutive regular meetings, except in the cases mentioned on Article 32.

Art. 36 - The board member’s term of office can be cancelled due to a grave violation of the duties of the office, as defined by the General Assembly on a case-by-case basis, as provided for in article 12 of these Bylaws.

SECTION V - BOARD MEMBER VACANCIES

Art. 37 - The vacancies existing in the Board due to renunciation, death or any other impediment shall be filled by the Board itself, voting names suggested by Board members ad referendum of the General Assembly.

Sole Paragraph - A Board member shall be considered elected who is given the vote of the simple majority of the members present at the meeting, by a secret vote, and shall be incumbent until the next regular meeting of the General Assembly, at which time he may be maintained in office or replaced by a new election. In any of these cases, he will be incumbent for the time equivalent to the remainder of the term of office of the member he is standing in for.

CHAPTER VII - THE CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD OF DIRECTORS

Art. 38 - The chairman of the board shall:

a) Represent the Institute as plaintiff and defendant, in and out of Court;

b) Inaugurate General Assembly meetings;

c) Preside over the meetings of the Board and cast the deciding vote, when necessary;

d) Call extraordinary meetings of the Board when deemed necessary;

e) Appoint, when necessary, attorneys-in-fact with powers to represent the Institution administratively and in court, as previously approved by the Board of Directors;

f) Hire individuals or companies needed for the Institute’s administrative and technical activities;

g) Define the obligations and coordinate the Institute’s functional staff;

h) Approve the hiring, demise, transfer and adjustment to the general policy of posts and salaries of the technical and functional staff, as well as other measures related to the functional body necessary for the accomplishment of the Work Plans approved by the General Assembly;

i) Accept donations, grants and subventions, providing that they do not compromise the Institute’s autonomy and independence.

Art. 39 - The vice-chairman of the Board is charged with replacing the chairman when unavailable.

CHAPTER VIII - THE EXECUTIVE BOARD

Art. 40 - The Executive Board is the administrative organ of the Institute. It is comprised of one Executive Secretary and one or more Associate Executive Secretaries, which are remunerated positions; they are designated by the Board of Directors and approved by the General Assembly.

Sole Paragraph – The Board of Directors shall designate the Executive Secretary, who shall be responsible for the organ and of the coordination of its activities.

Art. 41 - The Executive Board shall:

a) supervise and execute administrative, financial, budgetary and planning functions;

b) draw and review technical and financial reports of the Institute’s projects and activities prior to their appreciation by the Board of Directors;

c) plan and analyze activities semi-annually and submit them to the appreciation of the Board of Directors;

d) implement the General Assembly’s program decisions;

e) formulate and implement and Institution’s communication and information policy, according to the General Assembly’s guidelines;

f) execute the cooperation policy with public and private institutions, both domestic and international and bilateral and multilateral agencies as approved by the General Assembly;

g) decide on the dissemination of the collection and materials produced by the Institute or in co-production with other environmental and educational entities and institutions;

h) coordinate the entity’s fund-raising activities;

i) coordinate the preparation of projects;

j) develop technical opinions, together or in individually, about the Institute’s or a third party’s projects and activities;

k) analyze projects submitted to the Institute;

l) supervise the Institute’s departments.

m) follow up on the physical and financial plan of the projects for execution;

n) prepare the general wages and jobs policy for approval by the Board of Directors;

o) prepare internal rules;

p) prepare the Internal Rules for approval by the Board of Directors;

q) appoint the Institute’s representatives at seminars, symposia, congresses and other international and domestic events;

r) submit to the Board of Directors the Institute’s financial and accounting statements and annual budgetary forecast.

CHAPTER IX – THE COORDINATORS’ GROUP

Art. 41-A - The Coordinator’s Group is an organ of consulting nature in charge of the coordination and integration of the activities of the Institute’s programs and projects, and is comprised of members who exercise executive functions.
Sole Paragraph - In topics of its competence, the Coordinators’ Group may have a deliberating nature by express delegation of the Board of Directors, and its operation and attributions shall be defined by the Internal Bylaws.

CHAPTER X- THE ADVISORY BOARD

Art. 42 - The Advisory Board is the Institute’s advising body in the achievement of its institutional objectives, and is comprised of an indeterminate number of individuals, appointed by the Board of Directors from a list previously approved by the General Assembly.

Art. 43 - Board meetings shall be chaired by the Chairman of the Board of Directors.

Art. 44 - The members of the Advisory Board shall:

a) collaborate with the Board of Directors and the Executive Board bringing to fruition the Institute’s objectives and making feasible their projects and activities as provided for in the Three-Year and Annual Work Plans;

b) issue an opinion about the Institute’s plans, activities and projects whenever necessary or when called for by the Board of Directors or General Assembly;

c) recommend to the Board of Directors, whenever necessary, the bestowal of the distinction of Honorary Member of the Institute, according to the conditions set forth in Art. 7 of these Bylaws.

CHAPTER XI - AUDIT COMMITTEE

Art. 45 - The Audit Committee is the body in charge of monitoring the accounting and financial management of the Institute, and is composed of two or more members elected by the General Assembly for a term of office of three years, re-election being permitted

Sole Paragraph - The Audit Committee members shall preferably have an academic or professional background compatible with their office or function.

Art. 46 - The Audit Committee members shall:

a) review the reports prepared by external auditors and issue their opinion to the General Assembly;

b) review the balance sheets as well as the accounting and financial statements of the Institute at the end of each financial year;

c) advise on the equity transactions carried out by the Institute, issuing opinions thereon to the General Assembly;

d) attend at the meetings of the Board of Directors, upon request of the last-named or its Chairman, whenever clarifications are required in connection with the Audit Committee opinions.

CHAPTER XII - ACCOUNTING SYSTEM AND STATEMENTS

Art. 47 - The Institute's financial year shall end on December 31 of each year.

Art. 48 - The Board of Directors shall retain the services of an external audit firm to prepare the management report and to issue and opinion on the Institute's accounting an financial statements at the end of each financial year, and can do so at any time when funds derived from execution of Partnership Instruments or conventions with public bodies are involved.

Art. 49 - The Institute's rendering of accounts shall conform to the generally accepted accounting principles and to the Brazilian Accounting Standards.

Art. 50 - The rendering of accounts for public funds and assets received by the Institute shall be made in the manner established in article 70, sole paragraph of the Federal Constitution.

Art. 51 - At the end of each financial year, the activities reports and financial statements of the Institute, including debt clearance certificates from the National Institute of Social Security (INSS) and in connection with the Unemployment Guarantee Fund (FGTS), shall be published by any efficient means of communication, at the Board of Directors's discretion, such documents being placed at the disposal of any citizen for review.

Art. 52 - Within the first one hundred and twenty (120) days of the year, the activities reports, accounting statements, together with the report and opinion issued by the Audit Committee and, if applicable, by the external audit firm, shall be submitted to the General Assembly by the chairman of the Board of Directors for discussion and approval.

Sole Paragraph - After being reviewed by the General Assembly, the accounting statements shall be filed, together with the Minutes of the meeting at which such statements were discussed and voted on, and the partners shall be allowed free access to the books and records of the Institute.

CHAPTER XIII- EQUITY

Art. 53 - The Institute's equity is made up of assets and amounts obtained through:

a) contribution made by partners who work in collaboration with the Institute:

b) donations of assets and rights, as well as financial support based on sponsorships from domestic or foreign legal entities or individuals;

c) any subvention provided thereto by the public authorities;

d) assets acquired thereby in any way;

e) income derived from its assets and projects;

f) assets allocated thereto as a result of termination of other similar institutions or foundations;

g) endowments granted thereto;

h) proceeds from the sale of publications, editions, films, videos and other goods, whether or not produced by the Institute;

i) income from agreements and conventions for provision of services to third parties;

j) yields;

k) extraordinary income.

Art. 54 - The Institute shall not receive any type of donation or subvention that may interfere with its independence or autonomy before any donors or grantors.

Sole Paragraph - The offeror shall be notified of the reasons for refusal of the donation.

Art. 55 - The Institute shall contribute funds for creation of a financial fund to be used in exceptional situations, upon express approval of the General Assembly.

Art. 56 - The financial fund dealt with in the preceding article shall be created as follows:

a) ten percent (10%) of the income obtained without a determinate purpose;

b) zero point five percent (0.5%) of the income obtained with a determinate purpose, provide that this percentage and its allocation are set out in the corresponding funding project;

c) one hundred percent (100%) of the income obtained specifically for this purpose;

d) one hundred percent (100%) of the income resulting from the fund itself.

Sole Paragraph - The amount accrued in the financial fund shall not exceed one-fourth (1/4) of the Institute's annual expenses stated in the budget plan.

Art. 57 - The disposal and exchange of the ownership and rights inherent to, or the creation of in rem gurantees on, the real properties that make up the Institute equity are conditioned to the prior authorization of an absolute majority of actual or founding partners present at the General Assembly.

Paragraph One - No prior authorization is required for the Executive Board’s disposal of other items that make up the Institute's Permanent Assets replaced due to wear and tear or obsolescence, as well as those deemed redundant, provided the Board of Directors is advised accordingly.

Paragraph Two - Disposal of any real property acquired by the Institute with funds stemming from a Partnership Instrument with the Public Authorities under Law 9790/99 shall be forbidden, and this shall be stated in a specific clause.

Art. 58 - Any income, profits or dividends obtained by the Institute shall accrue to the benefit of the activities contemplated by its Bylaws, and shall not be allocated for any other purpose whatsoever, being fully invested in Brazil.

CHAPTER XIV - TERMINATION OF THE INSTITUTE

Art. 59 - The Institute shall be terminated by resolution of the General Assembly, after consulting other bodies of the entity, in the event the Institute is unable to continue its activities.

Sole Paragraph - Resolution on termination of the Institute shall be taken by 2/3 (two thirds) of the active and founding partners present at the Extraordinary General Meeting specifically convened for this purpose upon forty-five 45 days' prior notice given by registered mail, duly stating the reasons that substantiate the winding-up proposal.

Art. 60 - In the event of winding-up of the Institute, its equity shall be liquidated, and all its assets and rights will accrue to a civil organization or organizations in the public interest engaging in similar activities, and recognized as such by the Ministry of Justice, pursuant to the resolution taken at the General Meeting.

Paragraph One - The Chairman of the Board of Directors shall be the liquidator of the Institute.The General Assembly may appoint another liquidator in the event of impairment of the chairman.

Paragraph Two - In no event shall the aforesaid equity be directly or indirectly allocated among the Institute parners. The liquidator shall be personally liable for such act, which is hereby deemed null and void by operation of law.

Art. 61 - If the Institute files for its accreditation as a civil organization in the public interest and loses this accreditation for any reason whatsoever, the available assets acquired with public funds arising from a Partnership Instrument under Law 9790/99 shall be transferred to another civil organization in the public interest, preferably engaging in the same activity, as per the General Assembly resolution;

CHAPTER XV - GENERAL AND TEMPORARY PROVISIONS

Art. 62 - The members of each of the Board of Directors, the Advisory Board and the Audit Committee shall perform their duties without receiving any type of direct or indirect compensation, and shall hold no joint and several or ancillary liability or the Institute's obligations.

Paragraph One - Direct or indirect distribution of profits, bonuses, dividends advantages to managers, supporters, partners or employees is prohibited in any way.

Paragraph Two - Member partners of the Board of Directors may receive remuneration when they actually participate in the executive management or provide any specific services to the Institute, with due regard, in both cases, for the values adopted in the market in the area of performance of the Institute and the dispositions of Article 23, Paragraph One.

Art. 63 - The executive duties shall be exercised by competent professionals, who shall be liable to the Institute and third parties for any malicious or culpable conduct and shall report to the chairman of the Board of Directors.

Art. 64 - The Institute shall adopt practices of administrative management necessary and sufficient to deter the attainment, individually or collectively, of personal benefits and advantages by the members of the Board of Directors, their spouses or mates, as well as by the institutions of which they may be controllers or own more than ten percent (10%) of the corporate shares.

Art. 65 - The Bylaws may be fully or partially amended by resolution of two-thirds (2/3) of the activel and founding partners present at the General Assembly specifically convened for such purpose.

Art. 66 - The Board of Directors shall operate, on an exceptional basis, with four (4) board members elected by the Meeting of Foundation, the term of office of whom shall be valid until the Annual General Meeting of 1995, at which time a new election shall be held..

Art. 67 - The Board of Directors shall lay down special rulings for the regulation of these Bylaws.

Art. 68 - The cases not dealt with herein shall be resolved by the Board of Directors, voluntary appeals to the General Assembly