Bylaws

CHAPTER I

NAME, HEADQUARTERS, DURATION AND PURPOSE

Art. 1º A Associação Brasileira de Engenharia Industrial, (“ABEMI”) is a civil association, nationwide, governed by these Bylaws and, in a supplementary manner and where applicable, by the provisions of Law 10,406 of January 10, 2002 (“Brazilian Civil Code”) and other legal provisions relevant to the matter.

Art. 2 ABEMI has its headquarters and jurisdiction in the city of São Paulo, State of São Paulo, at Avenida Paulista nº 2006, 15th floor, and may maintain offices and/or representations throughout the national territory and abroad by resolution of the Board of Directors.

Art. 3 ABEMI is formed for an indefinite period.

Art. 4 ABEMI is a non-profit entity, with the purpose of:

1. a) Contribute to the country's socio-economic development, acting proactively in government decision-making processes and encouraging public and private investments in the infrastructure sectors and industrial undertakings, with a view to protecting the economic order and free competition;

1. b) Bring together companies whose activities are related to the viability, supply, implementation and operation of industrial and infrastructure enterprises in Brazil and abroad, exercising the defense of their legitimate and general interests, their representation and promotion;

1. c) Act with the public administration (executive, legislative and judicial), investors and sources of financing, national and foreign, aiming at creating business opportunities for its associates;

1. d) Stimulate synergy between associated companies, aiming at business strengthening, seeking the practice of transferring, absorbing and developing national and/or foreign technology;
2. e) Stimulate and contribute to the materialization of export operations of goods, services and technology;

1. f) Promote events (seminars, lectures and conferences and others) that contribute to the information and updating of the associates;

1. g) Promote and encourage the training and improvement of human resources of its associates, always acting in their interest, acting in cooperation with other associations, universities, institutes, and other institutions of education, professionalization and propagation of technologies, whose interests converge with the objectives of ABEMI.

1. h) Research, propagate and disseminate knowledge and new technologies, in cooperation, partnership or qualifying for subsidies, with legal entities governed by public or private law, in particular foundations, mixed-capital companies, state-owned companies, universities , institutes and other teaching institutions, governmental or non-governmental organizations, whenever the interest of its associates is present.

1. i) Develop relationships and joint actions with other class entities, companies and public and private organizations;
2. j) Create and operate an information system that will support the associates, investors and customers, disclosing market opportunities and the qualification of the associated companies;

1. k) Support, in the collective interest, the associates in matters of a technical-legal nature.

Single paragraph. It may file a Direct Action of Unconstitutionality and Public Civil Actions as a national class entity and a Collective Writ of Mandamus to defend the rights and interests of the associates, with deliberation of the Board and Board of Directors, in a joint meeting.

CHAPTER II

MEMBERSHIP, RIGHTS AND DUTIES

Art. 5º The following may join ABEMI:

a) legal entities whose corporate purpose is activities related to the viability, supply, implementation and operation of industrial and infrastructure enterprises ("Effective Associates”);

b) legal entities, whose activities are related to the corporate purpose of ABEMI (“Special Associates”);

c) individuals who have collaborated to raise the prestige of the activity or provided relevant services to ABEMI, (“Meritorious Associates”);

d) individuals who perform or have performed activities related to ABEMI's corporate purpose, ("Associadas Individuais”).

Parágrafo Único. As admissões de associadas serão propostas pela Diretoria, na forma deste Estatuto.

Art. 6 The rights of Effective Associates are:

a) Participate, vote and be voted for in General Meetings for any elective position, in accordance with the provisions of these Bylaws;

b) Attend the headquarters, the offices, request and take advantage of all the services provided by ABEMI, as well as participate in plenary, sectorial meetings or constituted working groups; and

c) Examine Minutes of Assemblies, Meetings, documents, including accounting documents and request all information related to ABEMI's activities.

Art. 7 The provisions of letter “b” of Article 6 of these Bylaws are the rights of Special, Meritorious and Individual Members.

Art. 8 The obligations of Effective and Individual Members are:

a) Respect these Bylaws, the regulations issued for its implementation, the resolutions taken by the General Assembly, by the Board and by the Board of Directors;

b) Punctually pay the monthly fees and other obligations due to ABEMI;

c) Stimulate synergy between associated companies, aiming at business strengthening, seeking the practice of transferring, absorbing and developing technology.

Art. 9º The provisions of letters “a” and “c” in Article 8 of these Bylaws are obligations of Special and Meritorious Associates.

Art. 10 The associates that fail to comply with the provisions of these Bylaws are subject to the following penalties:

a) Written warning by the Board of Directors;

b) Suspension of their rights, proposed by the Executive Board and approved by the Board;

c) Exclusion from membership, proposed by the Board of Directors and approved by the Board.

Paragraph 1. The following will be excluded from the membership: 

a) Associates and/or their representatives warned, under the terms of these Bylaws, for professional misconduct or misconduct committed against the corporate purpose of ABEMI;

b) Associates that dissolve or cease to carry out the activities provided for in article 5 of these Bylaws;

Paragraph 2. Associates who are late in paying their contributions will have the rights set out in article 6 suspended; those who are 3 (three) months late in the payment of contributions may be excluded, by resolution of the Board of Directors.

Paragraph 3. The Associates who wish to withdraw from the Association must do so by giving written notice, with 90 (ninety) days in advance, to the President of the Association, which will be appreciated quickly, upon confirmation of full discharge of the obligations contained in article 8, b, supra.

Paragraph 4. In the event of a withdrawal request by an associate that is late in paying its contributions, the approval of the request will be conditioned to the discharge of the debt.

Art. 11 Before the application of any of the penalties provided for in these Bylaws, the Board of Directors shall notify the Associate, by any available means of communication, including electronic (“Notification”), to present a defense within 10 (ten) days, counting from the receipt of the Notification.

Paragraph 1. In the Notification, the Executive Board shall briefly present the reasons for penalizing the Associate.

Paragraph 2. The associated decision may be appealed to the General Meeting within a period of 10 (ten) days from the acknowledgment of the decision, which may be communicated by all available means, including electronic means.

Paragraph 3. Upon receipt of the appeal, an opportunity for counterarguments will be opened to the Board, which will have a period of 10 (ten) days from the communication to do so. Afterwards, the General Meeting will decide, irrevocably, in a specific call.

Art. 12th Associates who have been excluded from membership may rejoin ABEMI, as long as they are rehabilitated, by decision of the Board.

Single paragraph. In the event of exclusion having occurred due to delay in the payment of monthly contributions, the settlement of debts will imply rehabilitation.

Art. 13º Effective Associates and Special Associates must be represented at ABEMI by their Directors, Partners, Managers or Attorney.

Art. 14 Members of the membership are not individually, jointly or subsidiarily liable for the obligations contracted by ABEMI.

CHAPTER III

OF GOVERNING BODIES

Art. 15 are the governing bodies of ABEMI (“Governing Bodies”):

a) General Assembly, constituted by all Effective Associates in full enjoyment of their rights, as provided for in these Bylaws;

b) Board, composed of the Chief Executive Officer, who will chair it, and the effective and alternate members representing each of the Service Sectors, and the former presidents of the Board and of the Executive Board, as its lifetime members, without voting rights.

c) The Board of Directors and the Board, by decision of 2/3 (two thirds) of its members, may appoint as lifetime members, people of recognized professional capacity, who have provided relevant services to the business class and who have participated in the Board of Directors or the Board of the Association for at least 10 terms or 20 years, completed or to be completed in the year of appointment, subject to ratification by the General Assembly (“Lifetime members”).

d) Board of Directors, composed of the Chief Executive Officer, Vice-President Officer, and Officers representing each of the Service Sectors and Regional Offices established by the Board, elected by the associates' representatives; 04 (four) Officers appointed from among the associates' representatives; and by the Functional Executive Director, subject to the provisions of letter "h" of article 31.

Paragraph 1. The General Assembly must elect a representative of the Effective Associates for the position of President of ABEMI. The Effective Directors and alternates will be elected by the representatives of all the effective associates present therein.

Paragraph 2. Alternate Directors will regularly attend meetings with the right to give their opinion and debate, but they will only acquire the right to vote in the absence of the effective Director of their Service Sector.

Paragraph 3. The Council will establish and may change at any time the number of Service Sectors into which the membership is divided, as well as their designations.

Paragraph 4. The membership framework is subdivided into Service Sectors and are designated preferably by the same denomination of the main economic activity of the Effective Associates that compose it.

Paragraph 5. The duties, responsibilities and designations of the Service Directors will be established by the Board.

Paragraph 6. In the occasional absence of the Chief Executive Officer, the Deputy Chief Executive Officer will take over, and in his absence, the oldest elected Officer.

Paragraph 7 The appointed Director will attend meetings regularly, with the right to express an opinion and debate, and without the right to vote.

Paragraph 8. The Functional Executive Director, subject to the provisions of letter “h” of article 31, will attend meetings regularly, with the right to express an opinion and debate, but without the right to vote.

Paragraph 9. The meetings of the Executive Board may be joint with the Board, by resolution of the Chief Executive Officer.

Paragraph 10. The Board of Directors, by majority vote, may refer to the Board any matter that it deems controversial or that requires a qualified vote.

Art. 16 The term of office of Directors and Directors will be 3 (three) years, reelection being allowed, except for the Chief Executive Officer who will not be entitled to reelection for the same position.

Art. 17th. The position of the Director who ceases to be a representative of the Effective Associate will be considered vacant, except for the Chief Executive Officer.

Art. 18 In the event of a vacancy in the position of Chief Executive Officer, a General Meeting will be called to, within a period of 30 (thirty) days, elect the substitute.

Paragraph 1. In the event of a vacancy in any of the Director positions, the respective alternate will take over.

Paragraph 2. In the event of a vacancy in any of the Officer positions, the Chief Executive Officer and, in his absence, the Vice-President, will indicate the substitute, among the representatives of the Effective Associates, subject to ratification by the General Meeting.

Art. 19 In case of collective resignation of the Board of Directors, it will remain in office, for the purpose of proceeding with a new election, always within 30 (thirty) days of the event.

Art. 20 The Chief Executive Officer, the Vice-President Officer, the Effective and Alternate Directors and the Directors may be removed from their duties, individually or collectively, by means of a resolution taken by an absolute majority of votes of the Effective Associates in a General Meeting, convened especially for this purpose .

Art. 21 The President, Vice-President, Directors, Service Directors and Regional Directors elected and the Nominated Directors will not receive any remuneration or other advantages for the exercise of their positions.

CHAPTER IV

GENERAL MEETING

Art. 22nd The General Meeting will deliberate by simple majority of votes, except for the cases of dismissal of directors, alteration of the present statute and the exceptions set forth in the paragraph of this article.

Paragraph 1. For resolutions referring to the dismissal of administrators and statutory amendments, the unanimous vote of two thirds of those present at the meeting specially called for this purpose is required, and it cannot deliberate, on first call, without an absolute majority of the associates, or with less than one third in subsequent calls.

Paragraph 2. For resolutions referring to the sale of real estate and dissolution of ABEMI, an absolute majority of Effective Members is required.

Art. 23 The General Assembly will ordinarily meet once a year, in March, on a date and place previously set by the Chief Executive Officer, to assess and deliberate on the Board's Report and Accounts, vote on the budget, under the opinion of the Board and to elect future Directors and Officers, at the end of their respective terms. 

Art. 24th The General Assembly will meet extraordinarily whenever called by the Chief Executive Officer or at the request, with the designation of its purposes, by the majority of the Council or Board of Directors or even of 1/5 (one fifth), at least, of Effective Associates in full enjoyment of their rights.

Art. 25th The call for the General Meeting will be made at least 15 (fifteen) days in advance, in an ABEMI body, if any, and, obligatorily, by circulars sent by post or via e-mail with confirmation of reading.

Art. 26th The General Assembly will deliberate, on first call, with the presence of at least 1/3 (one third) of the Effective Members and, on second call, with any number of members present.

Single paragraph. If there is no legal number on the first call, the second call will be made within half an hour.

Art. 27th The General Assembly will be presided over by the President or, in the event of his absence, by a representative of an associate chosen among those present, who will invite a Secretary.

CHAPTER V

OF THE COUNCIL

Art. 28 The Board is presided over by the Chief Executive Officer, who will have the casting vote, in addition to his own, in the deliberations.

Single paragraph. In case of removal, impediment or occasional absence of the Chief Executive Officer, the most senior Director will assume the presidency of the Board.

Art. 29 The Board is responsible for:

a) Determine the general policies and objectives of ABEMI, establishing the basic principles to be practiced and the results to be achieved by the Board of Directors;

b) Approve the annual action plan and the annual management report of the board of directors and forward them to the General Assembly for due approval;

c) Establish the number of Directorates of Services and their respective designations, into which the membership is subdivided, as well as the Regional Offices, their attributions and designations, before the beginning of the electoral process;

d) Establish Regional Offices, appointing their first Director, approving internal regulations with the area of ​​expertise and related associates; establish the attributions and responsibilities of the members of the Executive Board in general;

e) Decide on any controversial matter that is forwarded to it by the Board of Directors or by at least 1/5 (one fifth) of the Effective Associates;

f) Approve or veto the admission of new associates, by proposal of the Board of Directors;

g) Approve or veto the Executive Board's proposal for the application of penalties to associates;

h) Support the actions of the Executive Board, when requested, in matters of relevance;

i) Approve or veto the annual budget, any amendments thereto, the economic-financial balance sheet and other economic-financial and equity issues proposed by the Board of Directors;

j) Ratify the acts performed by the Board of Directors, and give an opinion on any subject, whose study or manifestation is requested by the Board of Directors;

k) Draw up its own internal regulations;

l) Draw up the ABEMI Compliance Manual;

m) Draw up the General Election Regulations and publish them up to 60 (sixty) days before the date of the event, observing the provisions of this Statute on the matter.

Single paragraph. Matters on which the position of ABEMI may restrict the right of any member, will require 2/3 (two thirds) of the votes to be approved.

CHAPTER VI

OF THE BOARD

Art. 30º The Board of Directors is chaired by the President of the Association, who is a member of it, and who will have the casting vote, in addition to his own, in the deliberations.

Single paragraph. In case of removal, impediment or occasional absence of the Chief Executive Officer, the Executive Vice-President will take over and in the simultaneous impossibility of both, the exercise of these functions will be incumbent upon the oldest Officer, pursuant to the sole paragraph of article 28.

Art. 31 The Board of Directors is responsible for:

a) Enforce this Statute, the deliberations of the General Assembly, the Council and its own;

b) Administer, manage and supervise social activities, the Association's assets and offices;

c) Prepare and submit to the Board, annually, the annual management report, which will include the main activities carried out in the year, the results achieved and the financial economic balance for the year ended;

d) Elaborate and submit to the Board, annually, its plan of action, which will include the main activities to be developed, the expected results and their respective deadlines, the annual budget, the sources of funds and their applications;

e) Submit to the Board, for the competent opinion, controversial or relevant matters and proposal for the admission of new associates;

f) Approve the hiring and contractual termination of individuals and legal entities, delegating powers and attributions;

g) Approving the permanent staff, assigning them designations, attributions and responsibilities and setting their respective remuneration;

h) Approve the hiring, through monthly pecuniary remuneration, of a Functional Executive Director, who does not belong to the associative frameworks, respecting the provisions of article 15, item “d”, paragraph 6 of these Bylaws;

i) Sign, by two of its members, all contracts, checks and other papers from which pecuniary obligations arise or may arise for ABEMI;

j) Appoint attorneys with the clauses “ad judicia” and “ad negotia”, when necessary;

k) Create, extinguish and modify Boards, Commissions and Committees, as well as offices and representations, in Brazil and abroad, submitting the act to the approval of the Board;

l) Apply or propose the penalties provided for in this Statute;

m) Draw up its own Internal Regulations.

Art. 32 The decisions of the Board of Directors will be taken by majority vote, with the presence of at least half of its voting members.

Art. 33 The President is responsible for:

a) Represent ABEMI in or out of court;

b) Submit its action plan and annual management report to the Board, and approve the Board members' action plan;

c) Take “ad referendum” from Organs competent bodies, all measures that, due to their urgent nature, cannot be delayed;

d) Convene and chair the meetings of the Board, the Board of Directors and the General Assemblies;

e) Hire and dismiss employees, subject to the provisions of letter “f” of article 31;

f) Administer ABEMI, enforcing this Statute and the resolutions of the governing bodies;

g) Delegate special powers of representation to any member of the Executive Board or of the Board, setting the limits of this delegation;

h) Cast a casting vote, in addition to his own, in the deliberations of the Assembly, the Council and the Board of Directors in the event of a tie.

i) Appoint up to 04 (four) Directors to develop specific tasks not covered in the activities of Directors of the Service Sectors. The appointed Directors may be substituted at any time, as long as there is a written communication from the President to the rest of the members of the Executive Board and Council.

Art. 34 The Directors are responsible for:

a) Carry out activities and exercise the powers assigned to it by the Board or delegated by the Chief Executive Officer;

b) Prepare its action plan and submit it for approval by the Chief Executive Officer, taking responsibility for compliance therewith.

CHAPTER VII

OF THE ELECTIONS

Art. 35 Elections will always be held in March, every three years, together with the Ordinary General Assembly, and must be subject to a specific call, 60 (sixty) days in advance, which will contain the General Regulation of Elections, in the form of this Statute.

Art. 36 Elections will take place in accordance with the general norms established for civil societies, and in accordance with the General Regulation of Elections issued and approved by the Council, pursuant to this Statute, always meeting the requirement of a secret ballot.

Art. 37 From the results of the elections, a single special report will be drawn up to be sent to the Council for the declaration of the elected candidates and the establishment of the date of inauguration, which must occur within a maximum period of 30 (thirty) days after the proclamation of the elected candidates.

Art. 38º The Effective Associates will attend the election through accredited representatives or by proxy, being forbidden to vote by correspondence. 

Art. 39 The contestations of the results of the elections will have to be made within the period of 5 (five) working days, signed by a minimum of 10% (ten percent) of the Effective Associates qualified to vote in the elections, being examined by the Council, which will judge its origin or not within a period of 6 (six) working days after the elections, or after deliberation by the Board deeming the contestations unfounded, if they occur, the most voted ones will be proclaimed elected and, in the event of a tie, the representatives of the most old.

Single paragraph. The Board's decisions, in case there is no absolute majority, may be appealed, within a period of 3 (three) days, to an Extraordinary General Meeting; If this meeting decides to totally or partially annul the contested election, it will be incumbent upon the Board to call another one immediately, in accordance with these Bylaws.

Art. 40 For Effective and Alternate Directors, the most voted candidates for the respective positions will be elected, in isolated candidacies, among all representatives of the effective associates, and in the case of Regional Director, among the representatives of the associates of the respective region, and by exclusive suffrage of these .

Single paragraph. The elections of Directors and Regional Directors shall comply, where appropriate, with the provisions of these bylaws and the approved regulations.

Art. 41º For the election of the President Director of the Association, Director Vice President and Directors of Services, in the same ticket, all the Effective Associates qualified in the form of this Statute will vote.

Art. 42º For members of the Board of Directors indicated in Art. 41, isolated applications will not be accepted.

Art. 43º Candidates belonging to the slate that reach the majority of votes in the General Assembly will be declared elected.

Art. 44 Each candidate cannot run simultaneously for more than one effective or alternate position, nor run for more than one slate.

Art. 45º In order to vote and be voted, the Effective Member must have at least 03 (three) months of membership in the Association, before the date of the elections.

CHAPTER VIII

INCOME AND EQUITY

Art. 46 The following are ABEMI assets:

a) Contributions from associates;

b) Donations and legacies;

c) The goods and values ​​acquired and the income produced by them.

Paragraph 1. The monthly fee for each effective member will be fixed in direct proportion to their net worth and revenues in the last 3 (three) years. These indicators will enter with equal weights.

Paragraph 2. It is incumbent upon the Board of Directors to set the values ​​of monthly fees, minimum monthly fees and other contributions from associates.

Art. 47 Real estate may only be sold with the express permission of an Extraordinary General Meeting, voted by secret ballot, with the quorum established in § 2 of article 22.

CHAPTER IX

DISSOLUTION OF ABEMI

Art. 48 The dissolution of the Association will take place by express resolution of an Extraordinary General Assembly, specially convened for this purpose, with the “quorum” established in § 2 of article 22.

Single paragraph. In the event of dissolution of ABEMI, its assets, after paying the debts arising from its responsibilities, will be incorporated into the equity of the social assistance entity, at the discretion of the Extraordinary General Meeting that will decide on the dissolution.

CHAPTER X

TRANSITIONAL PROVISIONS

Art. 49 The internal mandates, regulations, norms, instructions and delegations approved or carried out, which do not conflict with the changes introduced by the validity of Law 10,406, of January 10, 2002 (Civil Code), remain in force, and it is up to the Directors and Directors to promote the adaptations and restructuring that may be necessary pursuant to these Bylaws.

CHAPTER XI

FINAL PROVISIONS

Art. 50th Brazilian Association of Industrial Engineering – ABEMI new corporate name of the Brazilian Association of Industrial Engineering and Assembly – ABEMI, founded on May 23, 1964, is its universal successor in all its rights and obligations, without any interruption of continuity.

Art. 51 The Internal Regulations shall provide for:

I. The rules necessary for the execution and compliance with the provisions of these statutes.

II. The norms that will govern the elections, meetings of the Board of Directors, of the Council and of the General Assemblies.

Art. 52 The present Statute may be reformed, provided that practice indicates such a need, and the reform must be carried out by deliberation of an Extraordinary General Meeting, specially convened for this purpose, with the quorum established in article 22, paragraph 1 of these Statute.

Art. 53 The associates, members of the Board of Directors, the Council and other employees and collaborators of ABEMI must observe the rules set forth in the ABEMI Compliance Manual. 

Art. 54 The present Statute shall enter into force on the date of its registration at the Civil Registry of Legal Entities, in accordance with the Law, and shall be published, in extract, in the Official Gazette of the State of São Paulo.