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Imds Social Statute
CHAPTER I: NAME, LEGAL NATURE, HEADQUARTERS AND DURATION
Article 1 – The Institute for Mobility and Social Development, hereinafter referred to as IMDS, is a legal entity governed by private law, constituted in the form of a non-profit civil association.
Article 2 – IMDS is headquartered in the City of Rio de Janeiro, at Avenida Ataulfo de Paiva, 1100, sala 701, Leblon, Rio de Janeiro, State of Rio de Janeiro, Brazil, CEP 22440-035, and may maintain offices, branches or representations in other locations in the country, in compliance with the applicable legislation.
Article 3 – IMDS shall be governed by these Bylaws and by the legislation in force.
Article 4 –IMDS has indeterminate term of duration.
CHAPTER II: OBJECTIVE AND PURPOSE
Article 5 – IMDS’s social objective is to contribute to the improvement of public policies aimed at promoting social mobility and social development in Brazil, as well as to carry out studies, analyses and basic and applied research, of a scientific and statistical nature, which assist in the achievement of such a purpose.
Paragraph 1 – In order to fulfill its corporate purpose, IMDS shall act by means of:
I- Direct execution of studies, projects and actions;
II- Conducting basic and applied scientific and statistical research;
III- Awarding scholarships, research grants and awards;
IV- Organizing lectures, conferences and other forms of meetings and gatherings;
V- Donating resources to entities compatible with its corporate purpose;
VI- Providing technical support to other non-profit organizations and to public or private sector bodies and entities that work in related areas or have related projects or programs;
VII- Pacts on agreements, contracts, terms of cooperation, terms of partnership and other forms of work with legal entities, public or private, national or foreign, as well as with investment entities or vehicles, which may contribute to the achievement of IMDS’s corporate purpose; and
VIII- Other ways applicable to the fulfillment of its corporate purpose.
Paragraph 2 – The donations provided for in item V of the first paragraph are subject to formal approval by the Board of Directors.
Paragraph 3 – Associates and members of the Board of Directors, Executive Board, Technical-Scientific Committee and Fiscal Council shall not be jointly or severally liable for the obligations and commitments assumed by IMDS.
Article 6 – IMDS resources will be applied to achieve its social objective without the distribution of any operating surpluses, gross or net, dividends, bonuses, participations or portions of its assets, earned in the exercise of its activities.
Article 7 – IMDS is forbidden to carry out any religious, political, political-partisan or electoral activity, as well as to be used for any kind of personal, religious, political, political-partisan, or electoral promotion.
Article 8 – In the development of its activities, IMDS will not discriminate on the basis of color, gender, sexual orientation, social condition, political or religious creed or people with disabilities, and will observe the principles of legality, impersonality, morality, publicity, economicity, and efficiency.
CHAPTER III: ASSOCIATES
Article 9 – Capable natural persons and duly constituted legal entities that demonstrate interest in the achievement of the corporate purpose, agree with these Bylaws and undertake to comply with its provisions may join the IMDS.
Paragraph 1 – Members who have elective mandates or who are candidates for any elective or majority positions will not be admitted.
Paragraph 2 – If a founding or effective Member, Director, or member of the Board of Directors, the Technical-Scientific Committee and the Fiscal Council falls under the hypothesis provided for in the previous paragraph, it will be their obligation to immediately communicate this fact to the Board of Executive Officers.
Article 10 – IMDS membership is made up of 3 (three) different categories of members:
I- Founding Associate; and
II- Effective Member.
III- Research Associate.
Paragraph 1 – The condition of member is non-transferable, unless approved by an Extraordinary General Meeting, called for this purpose.
Paragraph 2 – Members do not have reciprocal rights and obligations and undertake to make an effort to achieve the corporate purpose of IMDS.
Article 11 – The Founding Associates are Messrs. Armínio Fraga Neto and Paulo Sergio Braga Tafner, who conceived and made possible the creation of the IMDS and, for this reason, will have the power to ensure the preservation of its objectives and purposes.
Sole Paragraph – The prerogatives of the Founding Members, in the event of removal or definitive impossibility, shall be exercised by the General Assembly.
Article 12 – Effective Members are considered to be those thus admitted so as to contribute to the activities of IMDS and its proper functioning.
Paragraph 1 – Those interested in joining the membership as an Effective Member must submit a written request to the Board of Directors, which will assess the request and forward its recommendation for deliberation by the Founding Members, who have exclusive powers to accept or veto each nomination.
Paragraph 2 – Any member may request their dismissal from membership by means of formal written communication addressed to the IMDS Board of Directors.
Article 12-A – The category of Associate Researcher is composed of renowned academics and professionals in the areas of research related to the statutory objectives of IMDS, upon invitation made by the Board of Directors, which may have a fixed term.
Sole Paragraph – Associate Researchers are not subject to the duties set forth in these Statutes.
Article 13 – The rights of the Founding and Effective Members are:
I- Participate in the General Assemblies, with the right to vote on matters on the agenda;
II- Request the convening of a General Meeting, in accordance with these Bylaws;
III- Propose matters for deliberation at the General Meeting;
IV- Propose to the Executive Board the admission of new members;
V- Withdraw from membership at any time, by means of formal written communication sent to the Executive Board; and
VI- Monitor the management of IMDS activities.
Article 14 – The duties of the Founding and Effective Members are:
I- To promote IMDS, respecting and complying with these Bylaws and the resolutions of the General Assembly and the management bodies of IMDS, as well as to look after the interests of IMDS;
II- To collaborate with the management of IMDS to achieve its corporate purpose;
III- To be present at the General Assemblies and meetings to which they have been regularly summoned;
IV- To indicate, in the act of association, an electronic address for sending the communications provided for in these Bylaws, as well as to keep all their information and contact details duly updated; and
V- To report to the administrative bodies of IMDS any and all irregularities observed in relation to the Association.
Article 15 – The member will be automatically excluded from membership in the following cases:
I- Being a natural person, if they die or are considered incapable; or
II- Being a legal entity, if it is liquidated, extinguished, has a change in its corporate control, requests its judicial reorganization or has decreed its bankruptcy or insolvency.
Article 16 – In addition to the provisions of the previous article, the exclusion of the member from membership may also occur for just cause, in the following cases:
I- Failure to attend, without justification, three (3) consecutive General Meetings;
II- Failure to comply with the provisions of these Bylaws;
III- Have their image or reputation deemed harmful to IMDS by the Board of Directors; or
IV- Having performed any act incompatible with the performance or purpose of IMDS.
Paragraph 1 – If the existence of evidence of any of the hypotheses of exclusion for just cause is verified, the Executive Board, on its own initiative or provoked by any Founding Member, Effective Member, member of the Board of Directors, of the Technical-Scientific Committee or of the Fiscal Council, or by resolution of the General Meeting, shall notify the member to submit within fifteen (15) days, their defense.
Paragraph 2 – The Executive Board, in an extraordinary meeting called for this purpose, shall assess the defense presented and may deliberate and recommend the filing or application of penalty of warning, suspension for up to ninety (90) days or exclusion of the member, and its decision must be forwarded to the Board of Directors for final deliberation.
Paragraph 3 – The application of the penalty to the member does not exempt them from complying with these Bylaws during the period of suspension or until the date of their effective termination.
Article 17 – The suspension of the member may also occur in the event provided for in paragraph 2 of article 9, or upon express and formal request made by them and forwarded to the Board of Directors.
CHAPTER IV: ADMINISTRATION
Article 18 – The following are IMDS’s administration bodies:
I- General Assembly;
II- Board of Directors;
III- Executive Board;
IV- Technical-Scientific Committee; and
V- Fiscal Council.
Paragraph 1 – Members of the IMDS Board of Directors will not be remunerated but will have all expenses necessary for the performance of their duties covered by IMDS.
Paragraph 2 – The members of the Technical-Scientific Committee will be entitled to a bonus for participating in the meetings of the body, and the amount of the bonus will be proposed by the Executive Board and approved by resolution of the General Assembly and may not exceed 20% (twenty percent) of the monthly remuneration of the Director of Research of IMDS.
Paragraph 2-A – The members of the IMDS Fiscal Council will be entitled to a financial compensation for participating in the body’s meetings, and the amount of the bonus will be proposed by the Executive Board and approved by the Board of Directors.
Paragraph 3 – IMDS may remunerate members of the Technical-Scientific Committee for the provision of specific and occasional technical services that are different from the activities carried out in the position of an IMDS Board Member, respecting the values practiced by the market in the region and corresponding to its area of operation.
Paragraph 4 – Directors will be entitled to remuneration, to be set by the Board of Directors, respecting the values practiced by the market in the region, and will have all expenses necessary for the performance of their duties covered by IMDS.
Article 19 – IMDS Management will adopt practices with the objective of avoiding situations of conflict of interest, as well as curbing the obtaining of personal benefits or advantages as a result of participation in the decision-making process.
SECTION II – GENERAL ASSEMBLY
Article 20 – The General Assembly, IMDS’s sovereign body, is the meeting of the Founding and Effective Members, held for the purpose of deliberating on matters of interest to IMDS.
Sole Paragraph – The General Assembly shall be held, ordinarily, within six (6) months from the end of each fiscal year to resolve on the financial statements for the year and the accounts of the Executive Board and, extraordinarily, whenever required by corporate interest.
Article 21 – It is incumbent upon the General Assembly:
I- To analyze and approve IMDS’s activity report and financial statements, after analysis and approval by the Fiscal Council, initially, and by the Board of Directors;
II- To elect and dismiss the members of the Board of Directors, appointing, from among them, the Chairman; as well as the members of the Executive Board, when the Board of Directors is not installed;
III- To analyze and approve amendments to the Bylaws, after analysis and approval of them by the Board of Directors;
IV- To confer on any transactions outside the normal course of IMDS activities;
V- To resolve on the dissolution and/or extinction of IMDS and the election of a liquidation committee; and
VI- To elect and dismiss members of the Fiscal Council.
Article 22 – The call for General Assembly may be requested by the Chairman of the Board of Directors, the Chief Executive Officer, a Founding Member or the majority of the members of the Fiscal Council, the Board of Directors or the Executive Board.
Paragraph 1 – Members representing one fifth of the membership may request the convening of the General Assembly by written or electronic communication to the Board of Directors.
Paragraph 2 – The call will be made by sending written communication, printed (registered letter) or by electronic means (e-mail), to all members, at least five (5) business days in advance, mentioning the date, time, place of the meeting and the agenda, without any type of notice or proof of receipt by the Members.
Paragraph 3 – The General Assemblies shall be held ordinarily at the headquarters of the IMDS or, exceptionally, for reasons of force majeure, may be held at an alternative location, in the City of Rio de Janeiro, or by videoconference.
Paragraph 4 – The Chairman of the Board of Directors, the Chief Executive Officer or the Founding Members may invite IMDS supporters to attend Assemblies as listeners.
Article 23 – The General Assemblies shall be convened, on first call, with the presence of at least a simple majority of the members and, on second call, half an hour after the originally designated time, with any number, and in all cases the presence of one (1) Founding Member shall be required for the installation.
Paragraph 1 – Members may be represented at the General Assemblies by duly constituted representatives, upon presentation of a power of attorney by public instrument or notarized signature.
Paragraph 2 – General Assemblies which, regardless of the call, all members attend, shall be considered regular.
Paragraph 3 – The suspended member will not be entitled to attend or vote at the General Assemblies.
Article 24 – General Assemblies shall be chaired by any Founding Member, or by whomever they appoint. The Chairman of the General Assembly shall appoint the secretary of the meeting.
Paragraph 1 – Minutes of the work and resolutions of the General Assembly shall be drawn up and signed by the members of the board and by the members present, even remotely, and the Assembly may authorize their drawing up in the form of a summary of the facts and resolutions passed.
Paragraph 2 – Members may participate in the General Assemblies by means of video conference or audio conference, and it is also allowed, if they cannot participate, to present a written vote or transmit it by registered mail, e-mail, or any other means that expresses their will, being considered present, for all purposes, provided that their manifestation is received until the opening of the Assembly’s work.
Paragraph 3 – Matters that are not on the agenda of its convening may not be deliberated at the General Assembly, unless the inclusion is unanimously approved by the members of IMDS, which must be duly recorded in the minutes drawn up.
Paragraph 4 – The acts related to the amendment of the Bylaws, in order to produce effects before third parties, are subject to the formalities of registration and filing with the competent bodies.
Article 25 – The resolutions of the General Assemblies must be approved by a simple majority of votes of the members present.
Paragraph 1 – The resolutions related to the matters of item V of article 21 must be approved by a qualified majority (two-thirds of the votes) of the Institute’s members, and the favorable vote of the Founding Members is also required.
Paragraph 2 – The decisions of the General Assembly are binding for all members, with each member having one vote.
SECTION II – BOARD OF DIRECTORS
Article 26 – The Board of Directors shall be composed of a minimum of three (3) and a maximum of eleven (11) members, appointed and dismissed by the General Assembly, including Members or not, and shall exercise their functions, in a collegiate manner, for a term of three (3) years, with reelection allowed.
Paragraph 1 – In the event of a permanent vacancy of a member of the Board of Directors, the General Assembly may meet, if it is deemed necessary, to appoint a substitute, who will remain in office until the end of the term of office of his predecessor.
Paragraph 2 – The Chairman of the Board of Directors may organize advisory committees to deal with specific matters, in which case, in addition to summoning members of the Board itself, he may request the participation of external consultants who are experts in matters within the competence of the committee.
Article 27 – It is incumbent upon the Board of Directors:
I- To elect and dismiss the members of the Executive Board;
II- To review and approve:
(a) IMDS’s activity report, prepared by the Executive Board, for subsequent submission to the General Meeting for approval;
(b) IMDS’s financial statements, presented by the Executive Board, already analyzed and approved by the Fiscal Council, for subsequent submission to the General Meeting for approval;
(c) the proposal for an annual or multi-annual IMDS strategy, presented by the Executive Board;
(d) IMDS’s annual or multi-annual budget proposal, presented by the Executive Board;
(e) amendments to the Bylaws, for subsequent submission to the General Meeting for approval;
(f) IMDS’s Internal Regulations, presented by the Executive Board, guiding its organization and administrative procedures, necessary for better achieving its objectives and to prevent the obtaining, individually or collectively, of personal benefits and advantages as a result of acting on behalf of IMDS;
(g) IMDS’s Code of Conduct, presented by the Executive Board, in order to guide the attitudes and behavior of its members, administrators, employees, service providers and representatives, with a view to ensuring ethics and transparency in IMDS’s performance and good reputation;
(h) the amount of the compensation for members of the Fiscal Council for participation in meetings, as suggested by the Executive Board;
(i) the acceptance, by IMDS, of donations, appropriations and legacies that contain charges or encumbrances of any kind;
III- Selling, compromising, mortgaging or exchanging real estate property owned by IMDS;
IV- Resolve cases omitted in these Bylaws; and
V- Elect and dismiss members of the Technical-Scientific Committee.
Article 28 – The Board of Directors shall meet ordinarily two (2) times a year and, extraordinarily, upon call by its Chairman, whenever necessary.
Paragraph 1 – Meetings of the Board of Directors shall be called by its Chairman, upon written notice, at least five (5) business days in advance, mentioning the agenda, date, time and place.
Paragraph 2 – Meetings of the Board of Directors shall be considered regular in which, regardless of convocation, all Board Members are in attendance.
Paragraph 3 – Meetings of the Board of Directors shall be convened with the majority of its elected members and resolutions shall be made by the majority of those present, and the Chairman, or his substitute, appointed pursuant to Paragraph 1 of Article 26, shall have the casting vote in the event of a tie.
Paragraph 4 – Minutes of the meetings of the Board of Directors shall be drawn up, signed and forwarded to the General Meeting.
Paragraph 5 – Members of the Board of Directors may participate in the meetings by means of video conference or audio conference, and it is also allowed, if unable to participate, to present a written vote or transmit it by registered letter, e-mail, or any other means that expresses their will, being considered present, for all purposes, provided that the manifestation is received by the beginning of the meeting.
SECTION III – EXECUTIVE BOARD
Article 29 – The Executive Board is the body responsible for the direction and representation of IMDS, and is responsible for formulating policies and strategies, deliberating, controlling and guiding its activities.
Article 30 – The Executive Board shall be composed of two (2) Executive Officers, one (1) Chief Executive Officer and one (1) Research Officer, elected by the Board of Directors or, in its initial configuration, by decision of the General Assembly.
Paragraph 1 – The term of office of the Executive Officers shall be four (4) years, with successive re-elections permitted, and the terms of office shall be extended until the investiture of the respective successors and may not exceed a period of ninety (90) days for a new election.
Paragraph 2 – The Founding Members, if they so decide and provided that it is approved by the Board of Directors, may join the Board of Executive Officers, preside over or participate in their meetings.
Article 31 – The Executive Board shall meet ordinarily every month and, extraordinarily, whenever the corporate interest requires, upon call by any Director or Founding Associate, by means of registered mail, e-mail or registered letter at least five (5) business days in advance, informing the date, time, place of the meeting and the agenda.
Paragraph 1 – The Executive Officers shall approve, at the first meeting held in the year, a calendar of ordinary meetings, which shall be forwarded to the Board of Directors, the Technical-Scientific Committee and the Fiscal Council, and such communication shall serve, for all purposes, as a formal call for meetings.
Paragraph 2 – The resolutions of Executive Board Meetings that involve the donation of material resources and material support to entities participating in common projects or the establishment of formal partnerships between institutions that have the same objective or that in any way may contribute to the achievement of IMDS’s corporate purpose must be submitted for approval of the Board of Directors, pursuant to paragraph 2 of Article 5 of these Bylaws.
Paragraph 3 – Members of the Board of Directors, the Technical-Scientific Committee and the Fiscal Council may be invited to participate in the meetings of the Executive Board, and they are given the right to manifest, but not the right to vote.
Paragraph 4 – Meetings of the Executive Board will be held at IMDS headquarters and may be held in a different location if previously approved by all its members, as well as held by videoconference.
Paragraph 5 – Meetings of the Executive Board shall be considered regular in which, regardless of whether convened, all Executive Officers attend.
Article 32 – Decisions of the Executive Board shall be made by a majority vote of its members, with the Chief Executive Officer having the casting vote.
Paragraph 1 – In resolutions in which there is a tie of votes, the Chief Executive Officer may, at his discretion and judgment, submit the resolution to the Board of Directors, for subsequent decision.
Paragraph 2 – The Executive Officers may participate in the meetings by means of video conference or audio conference, and it is also allowed, if unable to participate, to present a written vote or transmit it by registered mail, e-mail, or any other means that expresses their will, being considered present, for all purposes, provided that the manifestation is received by the beginning of the meeting.
Article 33 – It is incumbent upon the Executive Board:
I- Govern and run IMDS;
II- To comply with and enforce the provisions of the bylaws and the resolutions of the Board of Directors and the General Assembly;
III- To approve and submit to the Board of Directors and the General Assembly the annual activity report and financial statements of IMDS;
IV- To prepare the annual or multi-annual budget of IMDS and submit it to the Board of Directors for approval;
V- To approve budget changes or extraordinary expenses;
VI- To propose amendments to the Bylaws and submit them to the Board of Directors and the General Assembly;
VII- To decide, after previously hearing the Founding Members, on processes of admission and exclusion of members, conflicts of interest and cases of non-compliance with institutional duties;
VIII- Notify the Member in accordance with Paragraph 1 of Article 17 and decide on the hypotheses of exclusion for just cause;
IX- To give an opinion on any doubts regarding the interpretation of these Bylaws;
X- To submit to the Technical-Scientific Committee a proposal for research and technical projects to be considered;
XI- To propose to the Board of Directors, annually, the amount of bonus to be awarded to the members of the Technical-Scientific Committee, in accordance with paragraph 2 of article 18, and
XII- To manage the signing of contracts, agreements, partnership terms or any other agreements between IMDS and entities or bodies of Public Administration, direct or indirect, or that imply the assumption of obligations, by IMDS.
Article 34 – It is incumbent upon the Chief Executive Officer:
I- To direct, guide and coordinate the proper functioning of IMDS, establishing its priorities and executing its programs;
II- To coordinate the activities of the Executive Board;
III- To hire service providers to deal with matters related to IMDS’s objectives;
IV- To sign contracts;
V- To approve the hiring of services, employees and service providers;
VI- To enter into partnership agreements, contracts and other instruments for the achievement of the objectives and purposes of IMDS, respecting the requirements and limits established in these Bylaws;
VII- To represent IMDS in technical, academic and social activities, and whatever else is appropriate;
VIII- To convene the General Assembly and the meetings of the Board of Directors, the Technical-Scientific Committee and the Fiscal Council, ordinarily and whenever the corporate interest of IMDS so requires;
IX- To develop and implement actions related to the budgetary and financial management of IMDS, its assets and investments;
X- To manage IMDS’s human resources; and
XI- To prepare the activity report and financial statements for the year.
Sole Paragraph – The powers of the Chief Executive Officer described in items IX, X and XI may be delegated by a specific act of his own initiative.
Article 35 – It is incumbent upon the Director of Research:
I- To prepare and propose to the Chief Executive Officer studies and technical projects to be submitted to the Technical-Scientific Committee and the Board of Directors;
II- To prepare and propose to the Chief Executive Officer a study or research plan, as well as the granting of scholarships and the establishment of technical partnerships;
III- To coordinate and supervise IMDS studies and technical projects;
III-A – To relate to the Associate Researchers, inviting them, as long as approved by the Chief Executive Officer, to participate in meetings of the Executive Board or Councils;
IV- To propose the agendas of the meetings of the Technical-Scientific Committee and submit them to the Chief Executive Officer for analysis and respective convocation;
V- To prepare, with the support of the Chief Executive Officer, the minutes of the meetings of the Technical-Scientific Committee;
VI- To articulate contacts with partner institutions and prepare partnership terms and associated work plans to submit them for approval of the Chief Executive Officer; and
VII- To perform other activities assigned to it by the Chief Executive Officer.
Article 36 – The active and passive representation of IMDS, in or out of court, is the responsibility of the Chief Executive Officer.
Sole Paragraph – The Chief Executive Officer may appoint representatives with specific powers for a maximum period of one (1) year, unless the mandate is granted for the defense of IMDS in administrative or judicial proceedings, in which case the mandate may be granted for an indefinite period.
SECTION IV – TECHNICAL-SCIENTIFIC COMMITTEE
Article 37 – The Technical-Scientific Committee is a collegiate body, subordinated to the IMDS Executive Board, which will act, whenever requested, to support the development of specific technical projects of IMDS.
Article 38 – The Technical-Scientific Committee will be coordinated by the Director of Research of IMDS and will be composed of up to 6 (six) members, one of whom is the Director of Research, on a permanent basis, and another 3 (three) to 5 (five) independent and paid members, elected and dismissible by resolution passed at the Assembly by the Founding and Effective Members, for a term of up to 3 (three) years, reappointment allowed.
Paragraph 1 – The individual remuneration of the members of the Technical-Scientific Committee will be due for each meeting held and set at a maximum amount of 20% (twenty percent) of the gross monthly remuneration received by the Research Director within the period.
Paragraph 2 – The initial terms of office of the independent members of the Technical-Scientific Committee will have a variable duration, in order to avoid the discontinuity of the work. Thus, the first independent member will have an initial term of office of 1 (one) year, with reappointment for a term of 3 (three) years; the second independent member will have an initial term of office of two (2) years, with reappointment for a term of three (3) years; the third independent member will have an initial term of office of three (3) years, with reappointment for a term of three (3) years; the fourth independent member will have an initial term of office of two (2) years, with reappointment for a term of three (3) years; and the fifth independent member will have an initial term of office of one (1) year, with reappointment for a term of three (3) years.
Article 39 – The Technical-Scientific Committee will ordinarily meet quarterly, in sessions with the participation of the Chief Executive Officer of IMDS and, extraordinarily, whenever required by corporate interest.
Paragraph 1 – The ordinary meetings of the Technical-Scientific Committee shall be convened by the Director of Research, at least five (5) working days in advance, and the call shall include the date, time, place of the meeting and the agenda, as well as all the material necessary for deliberation by the members of the Committee.
Paragraph 2 – The meetings of the Technical-Scientific Committee will be held with the presence of at least the Director of Research and two (2) of its members.
Paragraph 3 – The decisions of the Technical-Scientific Committee shall be passed by a simple majority of the independent members.
Paragraph 4 – Meetings of the Technical-Scientific Committee may be held by means of video conference or audio conference, and it is also admitted, if a member cannot participate, to present in advance, a written statement or transmit one by registered mail, e-mail, or any other means that expresses their will, being considered present, for all purposes, if the statement is received by the beginning of the meeting.
Article 39-A – It is incumbent upon the Technical-Scientific Committee:
I- To get to know the technical projects of IMDS;
II- To monitor the development of specific technical projects, at the request of the Executive Board, and may suggest researchers to be associated, give an opinion on the methodological treatment and suggest improvements for these projects;
III- To suggest to the Executive Board new thematic lines and projects to be developed in the subsequent annual year.
SECTION V – FISCAL COUNCIL
Article 40 – The Fiscal Council is the collegiate body, of permanent operation after its first installation, which will act in the supervision of IMDS’s activities, giving its opinion on the financial and accounting performance reports and on the operations carried out by IMDS, as well as issuing opinions on its activities.
Article 41 – The Fiscal Council shall be composed of three (3) members, all independent and remunerated, elected and dismissible by resolution passed at the Meeting by the Founding and Effective Members, for a term of three (3) years, with reappointment allowed.
Sole Paragraph – The individual compensation of the members of the Fiscal Council shall be set at the amount of 10% (ten percent) of that received by the Chief Executive Officer.
Article 42 – The Fiscal Council shall meet ordinarily twice a year, the first until the end of the first semester following the end of the fiscal year, preferably during the month of May, and the second during the month of November and, extraordinarily, whenever required by corporate interest.
Paragraph 1 – The ordinary meetings of the Fiscal Council shall be called by the Chief Executive Officer, at least five (5) business days in advance, and the call shall include the date, time, place of the meeting and the agenda, as well as all the material necessary for the analysis of the accounts and deliberation of the members of the Council.
Paragraph 2 – The meetings of the Fiscal Council shall be held in the presence of at least two (2) of its members.
Paragraph 3 – Meetings of the Fiscal Council in which, regardless of call, all the members attend shall be considered regular, provided that they are previously communicated to the Executive Board.
Paragraph 4 – The resolutions of the Fiscal Council shall be passed by at least two (2) votes of the directors.
Paragraph 5 – The meetings of the Fiscal Council may be held by means of video conference or audio conference, and it is also allowed, if they are unable to participate, to present in advance, a written statement or transmit it by registered mail, e-mail, or any other means that expresses their will, being considered present, for all purposes, if the statement is received until the beginning of the meeting.
Article 43 – It is incumbent upon the Fiscal Council:
I- To review IMDS’s financial information;
II- To oversee IMDS’s administration and asset management, and monitor its financial procedures and internal controls, and it may suggest actions to the Executive Board and/or to the Board of Directors;
III- To give opinions, audit, if applicable, prepare an opinion on the activity report and the financial statements for the year; and
IV- To recommend to the Executive Board and/or the Board of Directors the hiring of an independent external auditor, if applicable.
Paragraph 1 – In the exercise of its duties, the Fiscal Council will have free and unrestricted access to all IMDS books, controls, files, records and premises.
Paragraph 2 – The members of the Fiscal Council shall notify the Executive Board, the Board of Directors and its Associates of any indication of irregularity in IMDS’s activities.
CHAPTER V: ASSETS, REVENUE AND APPLICATION OF RESOURCES
Article 44 – IMDS’s assets will consist of any nature of assets and rights, acquired by it or donated, transferred, incorporated, from any person, natural or legal, public or private, national or foreign, investment entity, whether associated or not.
Article 45 – The following may constitute sources of revenue for IMDS:
I – Membership contributions;
II – Donations, legacies, inheritances, assignment of rights, donations and contributions and subsidies or aid of any nature;
III – Resources raised through contracts, partnerships, sponsorships or to carry out projects or institutional actions;
III-A – Public resources, preferably and primarily raised through calls for research support;
IV – Income resulting from the management of its assets; and
V – Provision of services to private and public entities and provision of technical advice to governments, provided that they are within areas and themes statutorily defined as IMDS activities and compatible with its corporate purpose.
Article 46 – All assets, income, resources and positive results of IMDS will be fully allocated to the achievement of its corporate purpose, and its distribution not allowed, as prohibited by Article 6.
CHAPTER VI: FISCAL YEAR AND ACCOUNTABILITY
Article 47 –IMDS’s fiscal year coincides with the calendar year.
Article 48 – At the end of each fiscal year, the financial statements will be drawn up and the Executive Board’s report for the period will be prepared, listing the revenues and expenses verified during the year in question, and these must be submitted to the appreciation and approval of the General Assembly.
Article 49 – IMDS financial reporting shall observe the following:
I- The fundamental principles of accounting and the Brazilian Accounting Standards;
II- The publicity, by any effective means, at the end of the fiscal year, of the IMDS activity report and financial statements, including negative debt certificates with the INSS and FGTS, making them available for examination by any legal entity or citizen;
III- Conducting an annual audit by independent external auditors, if necessary; and
IV- To account for all resources and assets of public origin received by IMDS, in accordance with the applicable legislation.
CHAPTER VII: DISSOLUTION AND/OR EXTINCTION AND LIQUIDATION
Article 50 – The dissolution and/or extinction of IMDS may be resolved at a General Assembly upon approval by two-thirds of the members, or by act of the majority of the Founding Members, once the impossibility of its subsistence and achievement of its corporate purpose, the distortion of its purposes, the lack of financial or human resources or in the cases provided for by law are verified.
Article 51 – Once all IMDS obligations have been settled, the remainder of its assets will be allocated to another non-profit entity, preferably with the same purpose, under the terms of the applicable legislation.
Article 52 – In the event of dissolution and/or extinction of IMDS, the General Assembly shall elect a liquidation committee, composed of at least three (3) members.
CHAPTER VIII: FINAL PROVISIONS
Article 53 – IMDS, its associated members, members of the Executive Board and members of the Board of Directors, the Technical-Scientific Committee and the Fiscal Council undertake to resolve any dispute or controversy that may arise between them, related to or arising from, in particular, IMDS’s activities or these Bylaws to mediation before the Brazil-Canada Chamber of Commerce (“CAM-CCBC”), subject to its Rules in force at the time of the eventual initiation of the mediation, which may not last longer than thirty (30) days, unless the parties expressly acquiesce with the extension of the deadline.
Paragraph 1 – If the dispute or controversy is not resolved by mediation, either party may initiate arbitration, pursuant to the CAM-CCBC Arbitration Rules in force at the time of the eventual initiation of the arbitration proceeding.
Paragraph 2 – The Arbitral Tribunal shall consist of three (3) arbitrators, and each party shall choose an arbitrator. The arbitrators appointed by the parties shall jointly choose the third arbitrator, who shall be responsible for the Presidency of the Arbitral Tribunal. If there is no agreement on the choice of the third arbitrator, he or she shall be chosen in accordance with the Rules in force at the time of the eventual initiation of the arbitration proceeding.
Paragraph 3 – The seat of arbitration shall be the city of Rio de Janeiro, state of Rio de Janeiro, and the language of the arbitration shall be Portuguese.
Paragraph 4 – The parties elect the Court of the city of Rio de Janeiro, state of Rio de Janeiro for any necessary judicial measures, including the enforcement of the arbitral award. Any filing of legal measures by the parties must be immediately communicated to CAM-CCBC and to the Arbitral Tribunal, if already constituted, and does not imply and should not be construed as a waiver of arbitration, nor will it affect the existence, validity and effectiveness of this arbitration clause.
Article 54 – Cases not covered by these Bylaws will be resolved by the Board of Directors of IMDS.