This website uses cookies so that we can provide you with the best user experience possible. Cookie information is stored in your browser and performs functions such as recognising you when you return to our website and helping our team to understand which sections of the website you find most interesting and useful.
Imds Social Statute
CHAPTER I: NAME, LEGAL NATURE, HEADQUARTERS AND DURATION
Article 1 – The Mobility and Social Development Institute (hereinafter referred to as “IMDS”), is a legal entity under 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, no. 1100, room 701, Leblon, ZIP CODE 22440-035, Rio de Janeiro, State of Rio de Janeiro, and may maintain offices, branches, or representations in other parts of the country, respecting the applicable laws.
Article 3 – IMDS will be governed by these Bylaws and by the current legislation.
Article 4 – IMDS has indeterminate term of duration.
CHAPTER II: OBJECTIVE AND PURPOSE
Article 5 – IMDS aims to contribute to the improvement of public policies directed at promoting social mobility and social development in Brazil.
Paragraph 1 – For the fulfillment of its corporate purpose, IMDS will act through: (i) the direct execution of studies, projects and actions; (ii) the granting of scholarships, research grants and awards; (iii) the organization of lectures, conferences and other forms of meetings and gatherings; (iv) the donation of resources to entities compatible with its corporate purpose; (v) the provision of technical support to other non-profit organizations and public or private sector bodies and entities that operate in related areas or have similar projects or programs; (vi) covenant 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 can contribute to the achievement of IMDS’s corporate purpose; and (vii) in other ways applicable to the fulfillment of its corporate purpose.
Paragraph 2 – The donations provided for in item (iv) are subject to formal approval by the Board of Directors.
Paragraph 3 – Associates and members of the Board of Directors, Executive Board, Advisory Board and Fiscal Council do not respond, jointly or in a subsidiary way, for the obligations and commitments assumed by IMDS.
Article 6 – IMDS resources will be applied to the achievement of its social objective without occurring among associates, directors, officers, employees or donors, distribution of ensuing operating surpluses, gross or net dividends, bonuses, participations, or portions of its assets earned in the exercise of their activities.
Article 7 – IMDS is prohibited from any religious, political, political-party, or electoral activity, as well as its use for any kind of personal, religious, political, political-party, or electoral promotion.
Article 8 – In carrying out its activities, IMDS may not discriminate on the basis of skin color, gender, sexual orientation, social status, political or religious creed, or people’s impairments, and will observe the principles of legality, impersonality, morality, publicity, thrift and efficiency.
CHAPTER III: ASSOCIATES
Article 9 – Capable private individuals and legitimately constituted legal persons who demonstrate an interest in achieving IMDS’s corporate purpose can join the association, if they agree with these Bylaws and undertake to abide by their provisions.
Paragraph 1 – Associates who have elective mandates or who are candidates for any elective or majority positions will not be admitted.
Paragraph 2 – If a founding or permanent member, Director, or member of the Board of Directors, of the Advisory Board or of the Supervisory Board comes within the hypothesis provided for in the previous paragraph, it will be their duty to communicate this fact immediately to the Executive Board.
Article 10 – IMDS membership is formed by 2 (two) different categories of members: (i) Founding Members and (ii) Effective Members.
Paragraph 1 – The condition of associate is non-transferable, unless approved by an Extraordinary General Assembly, called for this purpose.
Paragraph 2 – The associates do not have reciprocal rights and obligations and undertake to make efforts to achieve the corporate purpose of IMDS.
Article 11 – The founding members are Messrs. Armínio Fraga Neto and Paulo Sergio Braga Tafner, who conceived and made the creation of IMDS feasible and, for this reason, will have the power to ensure the preservation of their objectives and purposes.
Sole Paragraph – The prerogatives of the Founding Members, in the event of removal or permanent impossibility, will be exercised by the General Assembly.
Article 12 – Effective Associates are those who are admitted so as to contribute to the activities of the IMDS and its proper functioning.
Paragraph 1 – The person interested in becoming a member must submit a written application to the Executive Board, who will consider the request and forward their recommendation for deliberation to the Board of Directors.
Paragraph 2 – Any member may request his or her resignation from membership by means of a formal, written communication addressed to IMDS’ Executive Board.
Article 13 – The rights of members are to:
i. Participate in General Assemblies, with the right to vote on matters included in the items on the agenda;
ii. Request a call for General Assembly, pursuant to these Bylaws;
iii. Propose matters for deliberation at the General Assembly;
iv. Propose admission of new members to the Executive Board;
v. Cease to be a member 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 members are to:
i. Promote the IMDS, respecting and complying with these Statutes and the deliberations of the General Assembly and the administrative bodies of the IMDS, as well as taking care of the interests of IMDS;
ii. Collaborate with the administration of IMDS to achieve its social objective;
iii. Be present at General Assemblies and meetings for which they have been regularly called to attend;
iv. Indicate, at the time of association, an e-mail address for sending communications provided for in these Bylaws, as well as keeping all their information and contact details duly updated; and
v. Report to the administrative bodies of IMDS any irregularity observed in relation to the Association.
Article 15 – Members shall automatically be excluded from the social framework in the following cases:
i. If a private individual, in the event of death, or if considered incapable; or
ii. If a legal entity, in the event of liquidation, extinction, change of corporate control, request for judicial recovery or having declared bankruptcy or insolvency.
Article 16 – The exclusion of a member from the social framework may occur for just cause, in the following cases:
i. Not attending, without justification, 3 (three) consecutive General Assemblies;
ii. Not complying with the provisions of these Bylaws;
iii. Having their image or reputation considered harmful to IMDS by the Board of Directors; or
iv. Performing any act incompatible with the operations or objectives of IMDS.
Paragraph 1 – Once there are indications of any possibility of exclusion for just cause, the Executive Board, on its own initiative or encouraged by any Founding Member, Effective Associate, member of the Board of Directors, the Advisory Board, or the Supervisory Board, or by resolution of the General Assembly, shall notify the associate to submit their defense within 15 (fifteen) days.
Paragraph 2 – The Executive Board, in an extraordinary meeting convened for this purpose, shall assess the defense presented and may deliberate and recommend for filing, or for application of one of the following penalties: (i) warning; (ii) suspension of up to 90 (ninety) days or exclusion of the member, and the decision must then be forwarded to the Board of Directors for final resolution.
Paragraph 3 – The application of the penalty to the member does not exclude them from having to comply 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 §2 of Article 10, or upon express and formal request made by them, formulated, and forwarded to the Executive Board.
CHAPTER IV: ADMINISTRATION
Article 18 – The bodies of the IMDS administration are:
i. General Assembly;
ii. Board of Directors;
iii. Executive Board;
iv. Advisory Board; and
v. Supervisory Board.
Paragraph 1 – Members of the Board of Directors and the Supervisory Board of IMDS shall not be remunerated but shall have all expenses necessary for the performance of their duties covered by the IMDS.
Paragraph 2 – Members of the Advisory Board shall be entitled to a bonus for participating in the meetings of the body, being that the value 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 Advisory Board for specific and consequent technical services rendered that are different from the activities carried out in the IMDS, respecting the values practiced by the market in the region and corresponding to their field of expertise.
Paragraph 4 – The Executive Directors of IMDS shall be entitled to remuneration, to be fixed by the Board of Directors, respecting the market values in the region, and shall have all expenses necessary for the performance of their functions covered by the IMDS.
Article 19 – IMDS Administration will adopt practices with the objective of avoiding situations of conflict of interest, as well as curbing the obtainment of personal benefits or advantages as a result of participation in the decision-making process.
SECTION II – GENERAL ASSEMBLY
Article 20 – The General Assembly, the sovereign body of the IMDS, is the meeting place of its members, held for the purpose of deliberating matters of interest to IMDS.
Sole Paragraph – The General Assembly shall be held, ordinarily, within six (6) months of the end of each fiscal year to deliberate financial statements for the financial year and the accounts of the Executive Board and, extraordinarily, whenever social interest so requires.
Article 21 – The General Assembly shall be responsible for:
i. Analyzing and approving the activity report and financial statements of IMDS, once analyzed and approved by the Fiscal Council, initially, and then by the Board of Directors;
ii. Electing and ousting the members of the Board of Directors, nominating, among these, the Chairman; as well as the members of the Executive Board, when the Board of Directors is yet to be installed;
iii. Analyzing and approving changes to the Bylaws, after analysis and approval of these has been conducted by the Board of Directors;
iv. Deliberating upon any transactions outside the normal course of IMDS’ activities; and
v. Deliberating upon the extinction of the IMDS and the election of a settlement commission.
Article 22 – The convening of General Assemblies may be requested by the Chairman of the Board of Directors, the Chief Executive Officer, a Founding Member, or by a majority of the members of the Supervisory Board, the Board of Directors, or the Executive Board.
Paragraph 1 – Associates representing one fifth of the board may request the convening of the General Assembly by written or electronic communication to the Executive Board.
Paragraph 2 – The call will be made by sending written or electronic communication to all members at least fourteen (14) working days in advance, mentioning the date, time, place of meeting and agenda, dispensing with any kind of notice or proof of receipt by Members.
Paragraph 3 – General Assemblies will be held at IMDS headquarters. If, due to compelling circumstances, this is not possible, General Assemblies should be held in an alternative location in the City of Rio de Janeiro.
Paragraph 4 – The Chairman of the Board of Directors, the Chief Executive Officer or the Founding Members may invite IMDS supporters to attend meetings as listeners.
Article 23 – General Assemblies will be installed, in first call, with at least a simple majority of the members present and, in second call, half an hour after the originally designated time, with any number, being it necessary, in all cases, the presence of the 2 (two) Founding Members for the installation.
Paragraph 1 – Members may be represented at General Assemblies by duly constituted representatives, upon presentation of power of attorney by public instrument or with a notarized proxy.
Paragraph 2 – General Assemblies shall be considered regular in which, regardless of call for assembly, all members attend.
Paragraph 3 – A suspended member shall not be entitled to attend or vote at 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 – The work and deliberations of the General Assembly shall be drawn up and the minutes signed by bureau members and by the members present, even though remotely, whereby the Assembly may authorize its drafting in the form of a summary of the facts and of deliberations taken.
Paragraph 2 – Members may attend General Assemblies by video conference or audio conference, and it is also admissible, if they cannot participate, to present a written vote or transmit one by registered letter, e-mail, or any other means that expresses their will, thereby being considered present, for all purposes, provided that this manifestation is received by the opening of the work of the Assembly.
Paragraph 3 – No subject matters that were not on the agenda for the meeting may be decided at the General Assembly, unless the inclusion is approved by the unanimity of the members of the IMDS, which shall be duly recorded in the minutes drawn up.
Paragraph 4 – Acts relating to the reform of Bylaws, to produce an effect vis-à-vis third parties, shall be subject to the formalities of registration and filed in the competent agencies.
Article 25 – The resolutions of General Assemblies, including those provided for in items (i), (iv) and (v) of Article 21 shall be approved by a simple majority of votes of the members present, whilst still necessitating the favorable vote of at least 2 (two) Founding Members.
Paragraph 1 – Deliberations relating to matters of items (ii) and (iii) of Article 21 shall be approved by the majority of the members of the Institute, whilst still necessitating the favorable vote of at least 2 (two) Founding Members.
Paragraph 2 – Decisions of the General Assembly bind all members, entitling each to cast one vote.
SECTION II – BOARD OF DIRECTORS
Article 26 – The Board of Directors shall be composed of at least 3 (three) and at most 9 (nine) members, appointed and removed by the General Assembly, among Associates or not, and shall perform their functions, in a collegiate manner, during a term of three (3) years, allowing re-elections.
Paragraph 1 – In the case of permanent vacancy of a member of the Board of Directors, the General Assembly may meet, if it deems necessary, to appoint a substitute, who will remain in office until the end of his predecessor’s term of office.
Paragraph 2 – The Chairman of the Board of Directors may organize advisory committees to deal with specific matters, a hypothesis in which, in addition to convening members of the Board itself, he may request the participation of external consultants, experts in matters of competence of the committee.
Article 27. The Board of Directors shall be responsible for:
I – Electing and dismissing members of the Executive Board;
II – Analyzing and approving:
(a) IMDS’ activity report, prepared by the Executive Board, for subsequent submission for approval of the General Assembly;
(b) IMDS’ financial statements, presented by the Executive Board, already analyzed and approved by the Supervisory Board, for subsequent submission for the approval of the General Assembly;
(c) IMDS’ proposal for an annual or multiannual strategy presented by the Executive Board;
(d) IMDS’ annual or multiannual budget proposal presented by the Executive Board;
(e) amendments to the Bylaws, later to be submitted for approval to the General Assembly;
(f) IMDS’ Internal Regulations, presented by the Executive Board, guiding its organization and its administrative procedures, necessary to better accomplish its objectives and to prevent anyone from obtaining, individually or collectively, personal benefits and advantages as a result of having acted on behalf of IMDS;
(g) IMDS’ Code of Conduct, presented by the Executive Board, in order to guide the postures and behavior of its associates, administrators, employees, service providers and representatives, with a view to ensuring ethics and transparency in IMDS operations, safeguarding its good reputation;
(h) the nomination of members of the Advisory Board and the Supervisory Board, forwarded by the Executive Board;
(i) the value of the bonus of Advisory Board members for their participation in meetings, as suggested by the Executive Board;
(j) the acceptance by IMDS of donations, appropriations and legacies that might contain liabilities or restrictions of any kind;
(k) the signing of contracts, agreements, partnership terms or any other accords between IMDS and Public Service entities or organizations, direct or indirect, or involving the assumption of obligations, by IMDS, in an amount equal to or greater than that set by the General Assembly from time to time;
III – Dispose, compromise, mortgage, or exchange IMDS-owned real estate; and
IV – Resolve cases omitted in these Bylaws.
Article 28. The Board of Directors shall meet ordinarily two (2) times a year and, extraordinarily, upon summons by its Chairman, whenever necessary.
Paragraph 1 – Meetings of the Board of Directors shall be convened by its Chairman, upon written notice, at least fourteen (14) days in advance, mentioning the agenda, date, time, and place.
Paragraph 2 – Meetings of the Board of Directors shall be considered regular, whenever, regardless of summons, all Directors attend.
Paragraph 3 – Meetings of the Board of Directors shall be held with the majority of its elected members and resolutions shall be taken by the majority of those present, and the Chairman, or his substitute appointed in the form of Paragraph Four of Article 28, shall be the deciding 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 Assembly, for their information.
Paragraph 5 – Members of the Board of Directors may attend meetings by video conference or audio conference, being it also admissible, if they cannot participate, to present a written vote or transmit one by registered letter, e-mail, or any other means that expresses their will, thereby 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 as such is in charge of formulating policies and strategies, deliberating, controlling, and guiding IMDS activities.
Article 30 – The Executive Board shall be composed of 2 (two) Directors, 1 (one) being the Chief Executive Officer and 1 (one) being the Research Director, elected by the Board of Directors or, in its initial configuration, by decision of the General Assembly. As IMDS matures, and by resolution of the Board of Directors, new Directory positions may be created.
Paragraph 1 – The term of office of Directors shall be four (4) years, successive re-elections allowed, and the mandates are extended until the respective successors take over.
Paragraph 2 – Founding Members, if they so decide and provided they are approved by the Board of Directors, may join, chair, or participate in Executive Board meetings.
Paragraph 3 – Members of the Executive Board may be removed by resolution of the Board of Directors, through a reasoned decision.
Article 31 – The Executive Board shall meet ordinarily each month and, extraordinarily, whenever the social interest entails it, upon summons by any Director or Founding Member, by means of registered correspondence, e-mail, or registered letter at least 14 (fourteen) working days in advance, informing the date, time, place of the meeting and the agenda.
Paragraph 1 – The Directors 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 Advisory Board, and the Supervisory Board, serving said communication, for all purposes, as a formal convening of meetings.
Paragraph 2 – Resolutions of the Executive Board meetings that imply 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 objectives or that in any way may contribute to the achievement of the corporate objectives of IMDS shall be submitted for approval to the Board of Directors, in the form of Article 5 paragraph 2 of these Bylaws.
Paragraph 3 – Members of the Board of Directors, Advisory Board and Supervisory Board may be invited to attend Executive Board meetings, being given the right to manifest opinions, but not the right to vote.
Paragraph 4 – Meetings of the Executive Board will be held at IMDS headquarters, and optionally held in a different place, if previously approved by all its members.
Paragraph 5 – Those meetings of the Executive Board shall be considered regular in which, regardless of the call to convene, all Directors attend.
Article 32 – Deliberations of the Executive Board shall be acknowledged by a majority vote of its members, with the Chief Executive Officer casting the deciding vote.
Paragraph 1 – Deliberations in which the vote is tied, the Chief Executive Officer, at his discretion and judgement, may submit the resolution to the Board of Directors, for future decision.
Paragraph 2 – Directors may participate in the meetings by video conference or audio conference, and it is also admissible, if they cannot participate, to present a written vote or transmit one by registered letter, e-mail, or any other means that express their will, being considered present, for all purposes, provided that the manifestation is received by the beginning of the meeting.
Article 33 – It is up to the Executive Board to:
i. Govern and run IMDS;
ii. Comply with and enforce the statutory provisions and resolutions of the Board of Directors and of the General Assembly;
iii. Approve and submit to the Board of Directors and to the General Assembly the annual report of activities and financial statements of IMDS;
iv. Prepare the annual or multiannual budget of IMDS and submit it to the Board of Directors for their approval;
v. Approve budget changes or extraordinary expenditures;
vi. Propose changes to the Bylaws and submit them to the Board of Directors and to the General Assembly;
vii. Decide conflicts of interest and cases of non-observance of institutional duties, after previously hearing the Founding Members on cases of admission and exclusion of associates;
viii. Notify the Member in the form of Paragraph 1 of Article 17 and decide on the chances of exclusion with just cause;
ix. Give an opinion on any doubts in the interpretation of the Present Bylaws;
x. Forward to the Advisory Board proposals for research and technical projects to be evaluated;
xi. Propose to the Board of Directors, annually, the value of the bonus to be attributed to the members of the Advisory Board, in accordance with paragraph 2 of Article 19; and
xii. Analyze and submit to the Board of Directors a proposal to provide resources for organizations participating in common projects; support for other non-profit organizations and public or private sector organizations and entities that act in related areas or have related projects or programs; and agreements of formal partnerships between institutions that have the same objectives or that can somehow contribute to the achievement of IMDS’ social objective.
Article 34 – The Chief Executive Officer shall be responsible for:
i. Directing, guiding, and coordinating the proper functioning of IMDS, establishing its priorities, and executing its programs;
ii. Coordinating the activities of the Executive Board;
iii. Hiring service providers to deal with matters related to the objectives of IMDS;
iv. Signing contracts;
v. Approving the hiring of services, employees, and service providers;
vi. Entering into partnership agreements, contracts and other instruments in order to achieve IMDS’ objectives and purposes, whilst respecting the requirements and limits set forth in these Bylaws;
vii. Representing IMDS in technical, academic, and social activities, and in whatever else is appropriate;
viii. Convening the General Assembly and the meetings of the Board of Directors, Advisory Board and Supervisory Board, ordinarily and whenever the social interest of IMDS so requires.
ix. Developing and implementing actions related to the budget and financial management of IMDS, its assets and investments;
x. Managing IMDS’ human resources; and
xi. Preparing the activity report and financial statements for the year.
Sole Paragraph – The powers of the Chief Executive Officer defined immediately above in items ix, x and xi may be delegated by a specific act of the CEO’s own initiative.
Article 36 – It is the responsibility of the Research Director to:
i. Prepare and propose to the Executive Board studies and technical projects to be submitted to the Advisory Board and the Board of Directors;
ii. Prepare and propose to the Executive Board a study or research plan, as well as granting scholarships and establishing technical partnerships;
iii. Coordinate and supervise IMDS’ technical studies and projects;
iv. Propose the Advisory Board meeting agendas and submit them to the Executive Board for analysis and respective summons;
v. Prepare, with the support of the Executive Board, the minutes of Advisory Board meetings;
vi. Liaise contacts with partner institutions and develop partnership terms and associated work plans to submit them to the Executive Board for approval; and
vii. Perform other activities assigned by the Chief Executive Officer.
Article 36 – The active and passive representation of the 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 conferred for the defense of IMDS in administrative or legal proceedings, in which case the mandate may be granted for an indefinite period.
SECTION IV – ADVISORY BOARD
Article 37 – The Advisory Board shall operate on a permanent basis after its first installation and shall be composed of at least 3 (three) and at most nine (9) members, elected and removed by deliberation of the Board of Directors, with a three (3) year term of office, renewals allowed.
Sole Paragraph – For participation in the meetings of the Advisory Board, its members will have their transportation and lodging expenses covered by IMDS and will be entitled to receive a gratuity for participation in meetings, the value to be fixed annually by the Board of Directors, based on the proposal made by the Executive Board.
Article 38 – The Advisory Board shall be responsible for advising the Board, whenever convened, on any matters of interest to IMDS.
Article 39 – The Advisory Board shall meet every six months or whenever necessary, by convening any of its members, a Founding Member, or a member of the Executive Board.
Sole Paragraph – Meetings will be convened at least 14 (fourteen) days in advance, and members of the Boards may participate in the meetings by video conference or audio conference, and a written statement may also be presented by registered letter, e-mail, or any other means that expresses their wishes, being considered present for all purposes.
SECTION IV – SUPERVISORY BOARD
Article 40 – The Supervisory Board is a collegiate body, functioning permanently after its first installation, which will act in the supervision of IMDS activities, voicing opinions on financial and accounting performance reports and on the operations carried out by IMDS, as well as issuing opinions on its activities.
Article 41 – The Supervisory Board shall be composed of at least two (2) members, all independent and unremunerated, elected and removed by resolution taken by the Board of Directors, for a term of three (3) years, allowing for re-election.
Article 42 – After the end of the year, the Supervisory Board shall meet ordinarily at or before the end of the first half of the following year, and, extraordinarily, whenever social interest requires.
Paragraph 1 – Ordinary meetings of the Fiscal Council shall be convened by the Chief Executive Officer at least fourteen (14) working days in advance, and the date, time, meeting place and agenda, as well as all materials necessary for analysis of accounts and deliberation of Board members shall be included in the summons.
Paragraph 2 – Supervisory Board meetings shall be held with the presence of at least two (2) members.
Paragraph 3 – Meetings of the Supervisory Board in which, regardless of summons, all advisors attend, will be considered regular, provided the Executive Board is previously informed.
Paragraph 4 – Deliberations of the Supervisory Board shall be agreed upon by a majority vote of its members.
Paragraph 5 – Meetings of the Supervisory Board may be held by video conference or audio conference, it also being admissible, if one cannot participate, to present a statement in advance, in writing or transmitted by registered letter, e-mail, or any other means that expresses the person’s wishes, being considered present for all purposes, provided the statement is received by the beginning of the meeting.
Article 43 – It is the responsibility of the Supervisory Board to:
i. Examine IMDS’ financial information;
ii. Supervise IMDS’ administration and asset management and monitor its financial procedures and internal controls, entitled to suggest to the Executive Board actions to be taken;
iii. Voice opinions, audit, where appropriate, prepare an opinion on the activity report and financial statements for the financial year; and
iv. Recommend to the Executive Board the hiring of an independent external audit, if applicable.
Paragraph 1 – In the exercise of its duties, the Supervisory Board shall have franchised and unrestricted access to all IMDS books, controls, files, records, and facilities.
Paragraph 2 – Supervisory Board Members shall notify the Executive Board, the Founding Members, and the General Assembly of any sign of irregularity in IMDS activities.
CHAPTER V: EQUITY, REVENUE AND APPLICATION OF RESOURCES
Article 46 – IMDS properties shall consist of assets and rights of any kind, acquired or given to IMDS, be they transferred, incorporated, coming from any person, individual or legal entity, public or private, national or foreign, investment entity, whether associated or not.
Article 47 – Sources of IMDS revenue may constitute:
i. Associative contributions;
ii. Donations, legacies, inheritances, assignment of rights, donations and contributions and grants or endowments of any kind;
iii. Resources raised through contracts, partnerships, sponsorships or for the realization of institutional projects or actions;
iv. Income resulting from the management of its assets; and
v. Provision of services, if compatible with IMDS’ social objectives.
Article 46 – All IMDS assets, income, resources, and positive results will be fully allocated to gaining its social objective, not allowing for distribution, according to restrictions imposed by Article 6.
CHAPTER VI: FISCAL YEAR AND ACCOUNTABILITY
Article 47 – IMDS’ fiscal year coincides with the calendar year.
Article 48 – At the end of each fiscal year, financial statements will be collected to prepare the Executive Board report for the period, relating the revenues and expenses verified during the fiscal year in question, and then submitted to the General Assembly for consideration and approval.
Article 49 – IMDS’ accountability shall observe the following:
i. The fundamental principles of accounting and Brazilian Accounting Standards;
ii. The publication, by any effective means, at the close of the fiscal year, of IMDS’ activity report and financial statements, including negative certificates of debts with INSS and FGTS, making them available for the examination of any legal entity or citizen;
iii. The execution of an annual audit by independent external auditors, if necessary; and
iv. A report of all resources and assets of public origin received by IMDS in the form of applicable legislation.
CHAPTER VII: DISSOLUTION AND SETTLEMENT
Article 50 – The dissolution of IMDS may be deliberated at the General Assembly upon approval by two-thirds of its members, or by an act of the majority of the Founding Members, once perceived the impossibility of its subsistence and/or achievement of its social purpose, the distortion of its objectives, the lack of financial or human resources or in the cases provided for by law.
Article 51 – Once all IMDS obligations have been settled, the remainder of its assets will be destined to another non-profit entity, preferably one with the same objectives, in accordance with current legislation.
Article 52 – In the event of the dissolution of IMDS, the General Assembly shall elect a settlement committee composed of at least three (3) members.
CHAPTER VIII: FINAL PROVISIONS
Article 53 – IMDS, its associates, Directors and members of the Board of Directors, the Advisory Board and the Supervisory Board undertake to resolve any dispute or controversy that may arise between them, related to or resulting from, in particular, the activities of IMDS or its Bylaws, by means of mediation before the Chamber of Commerce Brazil Canada (“CAM-CCBC”), being observed the Regulations in force at the time of the possible establishment of the mediation procedure, which may last no longer than thirty (30) days, unless the parties expressly acquiesce to the extension of the period.
Paragraph 1 – If the dispute or controversy is not resolved by mediation, either party may enter arbitration, pursuant to CAM-CCBC Arbitration Rules in force at the time of possible initiation of arbitration proceedings.
Paragraph 2 – The Arbitral Tribunal shall consist of three (3) arbitrators, whereby each party chooses one 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, the third arbitrator will be chosen in accordance with the Regulation in force at the time of the possible initiation of arbitration proceedings.
Paragraph 3 – The location of arbitration shall be the city of Rio de Janeiro, state of Rio de Janeiro, and the language of arbitration shall be Portuguese.
Paragraph 4 – The parties elect the Forum of the city of Rio de Janeiro, state of Rio de Janeiro for any necessary judicial measures, including the execution of the arbitral ruling. Any proposal of judicial action by the parties shall be immediately communicated to CAM-CCBC and the Arbitral Tribunal, if already constituted, and shall not imply or be construed as a waiver of arbitration, nor shall it affect the existence, validity, or effectiveness of this arbitration clause.
Article 56 – The cases omitted in these Bylaws will be resolved by the Board of Directors of IMDS.