Statute - Volcanic Mountains
Chapter I
Denomination, Nature and Duration
Article 1 - The Associação Entre Serras Vulcânicas, hereinafter referred to as AESV, is a non-partisan and non-profit civil society entity, with an indefinite term and which will enjoy financial and administrative autonomy, representing the common interests of individuals and legal entities. of the municipalities that make up the Alkaline Complex of Poços de Caldas (Vulcão), hereinafter referred to as the ESV Region, governed by the present statute and the legislation that is applicable to it.
Chapter II
Headquarters and Forum
Article 2 – AESV is headquartered at Rua Carlos Kielander-164, 1st floor, Centro, São João da Boa Vista SP and has a forum in the city of São João da Boa Vista, State of São Paulo and may develop activities throughout the national territory or outside it, through agencies, offices, centers or representations.
Chapter III
Purposes
Article 3 – The AESV has the following purpose and objectives:
I – Promote activities of public and social relevance;
II – Value and promote the environment of the ESV Region as a differential to attract tourists and visitors;
III – Promote and encourage the creation of tourist facilities and services, such as accommodation, food, operation, events, among others, whose main objective is the promotion and development of tourist activity;
IV – To promote and encourage the creation, development and execution of activities, products or artistic and cultural materials.
V – Promote, encourage and participate in the creation, development, guidance and execution of cultural, tourist, social, environmental and educational regional projects;
VI – Foster and promote qualification and training services for local and regional human resources and for the qualified labor needed for training;
VII – Develop actions aimed at improving the enterprises that make up the ESV Region.
VIII – Develop actions aimed at improving the basic and support infrastructure of the municipalities in the ESV Region.
Article 4 – In order to achieve its main purposes, AESV may at any time, through its Executive Board:
I – Effectively and resolutely exercise the representation of members before municipal, state and federal bodies related to the activities of the ESV Region, defending the general interests of members and AESV, without giving in or serving individual or private causes;
II – Promote fundraising and sponsorship for projects, programs and the needs of the ESV Region, thus meeting the provisions of the previous article and its items;
III – Promoting research, studies, publications, events, debates and lectures, as well as training and improvement courses, all for the satisfaction of the topics described so far.
Article 5 - The AESV, in the pursuit of its major objectives, may sign contracts, cooperation terms, promotion terms, for this purpose, articulating conveniently with public or private bodies or entities, aiming at the development of projects of interest to the ESV Region, of tourists and visitors.
Chapter IV
Constitution and Use of Heritage
Article 6 - The initial equity of AESV will come from the payment made by the Founding Members, the Sponsors, the Meritorious and other means that AESV may have or have in the most diverse forms, such as donations, agreements, assignments, lending , monthly fees, subsidies, legacies, as well as other legal types of use, acquisition or incorporation.
§ 1 - For any onerous acquisitions greater than twenty (20) minimum wages in force at the time and imposed by the Federal Government, they will only be carried out with the prior approval of the Executive Board;
§ 2 - The contracting of financial loans, possible exclusively with regular banking institutions, as well as the recording of encumbrances on AESV's own assets, will only be consummated with the prior approval of the Executive Board and the Deliberative Council;
Paragraph 3 – The sale or exchange of AESV's own assets, even for more suitable or profitable ones, will only be carried out with the prior authorization of the Executive Board.
Article 7 - AESV's financial income includes:
I – Permanent or occasional donations or subsidies, originating from the Union, States and Municipalities, through their respective bodies of direct or indirect administration;
II – Miscellaneous contracts that generate revenue for AESV;
III – Amounts arising from aid, contributions, monthly fees, term of cooperation, term of promotion, contracts and subsidies, arising from individuals or legal entities, public or private national or foreign entities;
IV – Any proceeds from internal or external credit operations to finance AESV's activities;
V- Rents from AESV's own properties;
VI – Income arising from bonds, shares or financial papers eventually owned by AESV;
VII – The usufructs that may be granted to AESV;
VIII – Amounts credited as bank interest and other capital variations;
IX – Income arising from assignments or lending in favor of AESV;
X – Contribution or monthly fee due by the supporting members;
XI – Event registration fees;
XII – Proceeds from the sale of promotional materials of any nature;
XIII – Fines and indemnities;
XIV – Income from competitions;
XV – Income from advertising and marketing activities;
XVI – Income from sponsorship and exploitation of the name, image, brand and symbols of “Entre Serras Volcânicas”.
XVII – Income from the sale of products and services in general.
Article 8 - The distribution of profits, benefits and advantages to any of the members of the Board of Directors, of the Councils and of the Associates is strictly prohibited, being certain that all income obtained by AESV can only be reversed in the maintenance of the ESV Region and in the satisfaction of AESV's needs and objectives, as well as remuneration of professionals, specialists and technicians, regularly hired for the normal functioning and development of AESV.
Article 9 – In the event of the definitive extinction of AESV, the net equity calculated will be exclusively transferred to another legal entity of the same nature that meets the requirements of Law 13.019/2014 and whose corporate purpose is, preferably, the same as the entity that was extinguished.
Chapter V
of the Associates
Article 10 - Upon the exclusive approval of the Executive Board of AESV, public and private bodies, entities and companies in general, individuals and legal entities of any nature may join it, provided that they are in full enjoyment of their civil rights.
§ 1 - Any member who fails to comply with the provisions of the AESV Bylaws and Internal Regulations, will have his absence analyzed by the Executive Board and may, if there is no adequate justification, be subject to a penalty corresponding to the warning, suspension or exclusion from the membership, even dismissed from the position that he eventually holds with AESV, after due legal process where he will be assured the broad right of defense, including the right to appeal to the General Meeting convened for that purpose.
§ 2 - The member who wishes to leave the AESV, must expressly express such will, which will be granted within a maximum period of thirty (30) days, provided that he is settled with all his obligations to the entity.
§ 3 – The status of partner of AESV is absolutely and definitively non-transferable.
Article 11 - The following are categories of AESV members:
I – Founders: individuals and legal entities that signed the AESV General Assembly Presence List;
II - Sponsors: which are all individuals or legal entities linked to the tourist activity or not, who, under the terms of article 10, require their admissions, in the terms of these Bylaws and the Internal Regulations of AESV, and who will be responsible for a monthly fee whose value will be defined by the Internal Regulations.
III – Meritorious: those who, having provided relevant services to the objectives of AESV, are distinguished as such and approved by the General Meeting.
Article 12 - The rights and obligations of members are:
I – Right to attend the General Assemblies, being able to the associates legal entities of public or private law, to be represented by an agent equipped with specific voting powers;
II – Right to submit, in writing, to the Executive Board or to the General Assembly, measures of interest to AESV;
III – Right to frequent AESV premises;
IV – Right to vote in the General Assembly only for Founding, Supporting and Meritorious members, if registered with the AESV until the date of the respective Call Notice and provided that they comply with their pecuniary obligations with the entity;
V – Obligation to ensure the faithful achievement of AESV's purposes, fulfilling and enforcing the provisions of the Bylaws and Internal Regulations;
VI – Obligation to collaborate, promote and disseminate the purposes and objectives of AESV;
VII – Obligation to regularly make the monthly contributions to which they have committed;
VIII – Obligation to inform the Executive Board of any and all abnormalities that could harm the activities, development and concept of AESV.
Chapter VI
Organizational Structure
Article 13 – The AESV management bodies are:
I – General Meeting;
II – Deliberative Council;
III – Executive Board;
IV – Fiscal Council.
Session I
From the General Assembly
Article 14 - The General Meetings will be Ordinary, preferably held in June of each year, to review the accounts for the year ended and, when applicable, to resolve on amendments to the Bylaws and ratification of amendments to the Internal Regulations, as well as , to elect and swear in the Deliberative Council Members.
Article 15 – The General Meetings will be Extraordinary, held at any time and whenever the interests of AESV require the pronouncement of the Associates, for the purposes set forth in these Bylaws, in the Internal Regulations and in the relevant civil rules in force.
Article 16 - The General Meeting is exclusively responsible for:
I – Approve the admission and exclusion of the Board Members of the Deliberative Council;
II – Dismiss the Deliberative Council;
III – Approve the accounts for each year;
IV – Approve proposed amendments to the Bylaws;
V – Extinguish the AESV.
VI – Ratify the amendments to the Internal Regulations.
§ 1 - In relation to items II, IV and V, the concurrence vote of two thirds (2/3) of those present at the General Meeting specially convened for such purposes is required;
§ 2 - The General Assembly referred to in the previous paragraph, cannot decide in the first vote, without an absolute majority of the associates, or with less than one third (1/3) in the following calls;
§ 3 - For the installation of the General Assembly, it will be necessary that, in the first call, one third (1/3) of the associates are present, and in the second call, half an hour later, any number of them;
§ 4 - The General Assembly will always be presided over by the Chairman of the Deliberative Council, and in the absence or impediment, the Assembly itself may elect its president from among those present to hold the proposed Assembly.
Session II
From the Deliberative Council
Article 17 - AESV's highest administrative body is the Deliberative Council which, for the execution of its legal and particular guidelines, has the Executive Board which, with the support and supervision of the Fiscal Council, will not only prepare and execute in the best forms the annual program of activities, as well as will lead to the successful execution of the AESV administration in accordance with legal dictates.
Article 18 - The Deliberative Council is the highest representative body of AESV and will be made up of individuals who do not hold public office, former presidents of the executive board, former members of the fiscal council, former members of the deliberative council, meritorious associates, that express interest and are submitted for approval by the General Meeting, pursuant to article 15, item I of these Bylaws, allowing representation by an attorney-in-fact with special powers, including voting.
Article 19 – The Deliberative Council Members will elect 03 (three) representatives, who will be responsible for all the Councilors, with a term of office of up to four (04) years, according to the electoral process contained in the Internal Regulations.
§ 1 - Those chosen will compose the Deliberative Council, for the purposes of AESV's administration, and will elect among themselves, 01 (one) president and 02 (two) vice-presidents, at the first Annual General Meeting after the end of the previous Council's term of office. , whose Meeting will be convened and chaired by the Chief Executive Officer of the Executive Board;
§ 2 - It will be up to the Chief Executive Officer of the Executive Board, to respond temporarily during the interstice between the end of the mandate of the previous Deliberative Council and the inauguration of the new Deliberative Council;
§ 3° – The Deliberative Council will begin its functions in the General Assembly of its constitution.
Article 20 - The powers of the Deliberative Council are:
I – To elect and swear in the Executive Board and the Fiscal Council;
II – To remove, partially or in whole, through the vote of the qualified majority of its members, those invested in the positions referred to in the previous item, carrying out a new election, if applicable, within a maximum period of thirty (30) days from the dismissal ;
III - In the event of express resignation or justified impediment to the exercise of the position of Chief Executive Officer of the Executive Board, the Director of the Executive Secretariat will assume or, in the absence of this, with the approval of the Deliberative Council, another member of the Board will be responsible for the function Executive, until the election for the next term takes place;
IV – Decide on all acts and all proposals emanating from the Executive Board, as long as they are subject to its approval;
V – Decide on the budget, programming and monitoring its execution;
VI – To resolve on the acquisition, sale or encumbrance of assets belonging to AESV, observing the provisions of these Bylaws, the Internal Regulations and other pertinent legal rules;
VII – Decide on changes to contributions;
VIII – Approve and/or amend the Internal Regulations;
IX – Decide on the annual activity report of the Executive Board.
Article 21 - It is incumbent upon the Chairman of the Deliberative Council:
I – Convene and chair the meetings of the Deliberative Council;
II – When requested by the Executive Board, proceed to convene the Council
Deliberative;
III – Establish and conduct the electoral processes under the terms of article 47;
IV – Constitute, if and when it deems necessary, working group(s) to support the performance of the
Executive Board, to be chaired by a member of the Board, chosen for that purpose;
V – Hire external auditor(s), if necessary, for eventual analysis of the accounts and issuance of a conclusive document in this regard;
VII – Decide on acts and proposals of the Executive Board, subject to its approval, if deemed necessary, in which case forwarding with reasoned order to the Deliberative Council;
VIII – To preside over the Ordinary and Extraordinary General Meetings;
IX – Represent AESV, actively and passively, granting, when necessary, the respective “ad judicia” or “extra judicia” power of attorney, for the formalization of the necessary and regular procedural representation of the entity.
Article 22 – The Deliberative Council will meet, ordinarily, observing the periods established in the Internal Regulations.
Article 23 - The Deliberative Council will meet, extraordinarily, when called:
I – By its President or legal substitute;
II – By the absolute majority of its members;
III – By the President of the Executive Board, when required by it;
IV – By the Fiscal Council;
V – By the General Meeting.
Article 24 - The convening of the ordinary or extraordinary meetings referred to in the previous Article, as well as the agenda of the matters to be dealt with therein, shall be made at least fifteen (15) days in advance, by means of a Call Notice, through personal correspondence against receipt or postal remittance with acknowledgment of receipt (AR), and another means of proven effectiveness may also be used regarding the receipt of the call by the addressee, which must be duly proven, including through electronic correspondence (e-mail) with return of the science.
Session III
From the Executive Board
Article 25 - The Executive Board, elected by the Deliberative Council, will be composed of:
I – Chief Executive Officer;
II – Director of the Executive Secretariat;
III – Director of Finance;
IV – Marketing Director.
Sole Paragraph – The positions of the Executive Board shall be held by any member or associate of AESV, who does not hold public office or is an officer, spouse, partner or collateral to the second degree of a member of the Public Power or Prosecutor's Office. Except for the President and Vice-Presidents of the Deliberative Councils and members of the Supervisory Board and their term of office will be two (02) years, with a single consecutive reappointment for the same position allowed.
Article 26 – To run for the elections of the Executive Board and the Fiscal Council, slates will be registered, at least 10 (ten) days before the date of the Assembly, communicated through a Public Notice, together with the Presidency of the AESV Deliberative Council.
Article 27 – Voting will be secret and on a complete slate, with votes given to individual names being void.
Article 28 – In the event of a single slate, the election may be carried out by acclamation, considering the aforementioned slate elected.
Article 29 - It is incumbent upon the Executive Board to:
I – Develop and execute the annual program of activities;
II – Prepare and present to the Deliberative Council the Annual Report and the respective Income Statement for the year ended;
III – Prepare the budget of income and expenses for the following year;
IV – Hire and dismiss administrative staff and assist in the composition of the staff, hiring workers for general services;
V – Interact with public and private institutions, in the country and abroad, aiming at mutual collaboration in activities of common interest;
VI – Carry out all the acts necessary for the management of AESV, in compliance with the resolutions of the Deliberative Council and the relevant administrative rules, always carrying out its activities as provided for in these Bylaws and in the Internal Regulations;
VII - To meet ordinarily, within the period of time defined in the Internal Regulations, or extraordinarily, when necessary and regularly convened, however, at every opportunity, the respective minutes must be drawn up, which, read and found to be in compliance and signed by all present, must be definitively filed at AESV's headquarters;
VIII – Decide on the admission, warning, suspension and exclusion of a member listed in Article 12 of these Bylaws, with the express consent of the Chairman of the Deliberative Council;
IX – Decide on the convenience and feasibility of a proposal to expand or change the ESV Region;
X – Decide on the exclusion of defaulting members;
XI – Decide on the admission and dismissal of specialized technical personnel;
Article 30 - It is incumbent upon the Chief Executive Officer:
I – Convene and preside over meetings of the Executive Board; to enforce the measures and recommendations that are necessary to achieve the objectives of the AESV; analyze, study and approve the AESV Activity Plan, in accordance with the guidelines of the Deliberative Council and the General Assembly; jointly sign with the Director of Administration and Finance, the financial and banking transactions;
II – Study, approve or disapprove reports, accounts and balance sheets to be presented to the Deliberative Council at the General Assembly;
III – Enter into contracts, agreements or agreements with other public or private institutions, subject to the determinations of the Deliberative Council;
IV – Represent the AESV extrajudicially, as the President does so, judicially;
V – Administer the AESV, in compliance with the law and these Bylaws; sign agreements and contracts and even maintain permanent legal advice to resolve extrajudicial impasses and legal disputes;
VI – Forward to the Deliberative Council:
a) Rendering of accounts for the financial year as well as annual administrative activities report until March 31 of the following year;
b) Agreements and contracts entered into with other entities;
c) Proposals for budget changes;
d) Other matters subject to deliberation by the Deliberative Council;
e) Proposal for the administrative structure, its eventual modifications, the plan of positions, salaries and benefits for AESV's employees;
VI – Suggest plans and proposals for the development of the ESV Region and fundraising;
VII – Participate, together with the Director of the Executive Secretariat, in the meetings of the Deliberative Council, without the right to vote.
Article 31 - It is incumbent upon the Executive Secretariat Director:
I – Draw up the Minutes of meetings of the Executive Board, Deliberative Council and Assemblies;
II – Keep AESV's Minutes records, correspondence files and documents in order and in custody;
III – To forward the correspondence requested by the Deliberative Council and the Executive Director
IV – Participate in the meetings of the Deliberative Council, without the right to vote;
V – Attend meetings of the Deliberative Council and Extraordinary General Assemblies;
VI – Substitute the Chief Executive Officer in his/her impediments;
Article 32 - It is incumbent upon the Finance Director:
I – Keep the accounting and financial records, budgets, transactions and the financial condition of AESV up to date;
II – Keep balance sheets, financial contracts, books, official and administrative documents and other records under their custody and in order;
III – Sign together with the Executive Director, the movement of bank accounts;
IV – Substitute the Director of the Executive Secretariat in case of impediments;
Article 33 - It is incumbent upon the Marketing Director:
I – Develop studies and present proposals for the implementation of promotional and advertising strategies that aim to increase the demand of tourists and visitors to the municipalities of the ESV Region and the tourist itineraries that cross it;
II – Motivate local entities, entrepreneurs and professionals to collaborate in attracting events in their sectors of activity in the ESV Region;
III – Prepare a report of the events carried out and captured and other actions in its area.
Sole Paragraph – In case of impediment of the Marketing Director, he will be replaced by one of the above Directors.
Session IV
From the Supervisory Board
Article 34 - The Fiscal Council, a body with permanent action and internal control of AESV, will be composed of three (03) members and their respective alternates who do not hold public office or are directors, spouse, partner or collateral up to the second degree of member of the Power or Public Ministry, elected by the Deliberative Council and for a term of office of two (02) years, and may be reappointed.
Article 35 - It is incumbent upon the Audit Committee to:
I – Examine, whenever necessary, the fiscal and accounting books, revenue and expense documentation, the updating and status of cash and amounts in deposits, with free access to administrative services to obtain information, request and check documents;
II – Issuing a conclusive opinion on economic-financial and patrimonial aspects regarding the annual report of activities of the Executive Board, on the rendering of accounts and the general balance, to be submitted to the approval of the General Assembly;
III – Give a conclusive opinion on questions or situations that are submitted to it by the Deliberative Council or the Executive Board;
IV – To expressly inform the Deliberative Council and the Executive Board of AESV, any errors, mistakes and irregularities found, suggesting necessary or useful measures for the proper regularization, contributing to the proper functioning and preservation of the AESV concept.
Article 36 – Occasionally, if there is a vacancy in any position of holder of the Fiscal Council, it will be up to the respective alternate to replace him/her until the end of the term for which he/she was elected.
Article 37 – If there is a vacancy among the alternate members of the Fiscal Council, the Deliberative Council will meet within a maximum period of thirty (30) days after the vacancy to elect the new member.
Chapter VII
General and Transitory Provisions
Article 38 – The executive structure and organizational functioning of AESV will be defined by the Executive Board, “ad referendum” of the Deliberative Council and under the terms established in these Bylaws and in the Internal Regulations.
Article 39 - AESV's administrative-financial exercise will end on December thirty-one (31) of each year, and the Executive Board must present the respective general balance sheet and the annual report of its activities, on the occasion of the first General Meeting of the year following, submitting them at such time for proper approval.
Article 40 - The rendering of accounts by AESV must observe in sufficiency:
I – The general principles of Accounting;
II – The duty to publish, in relation to each year ended, the general balance sheet and the respective financial statements of AESV, in a printed newspaper of circulation in its headquarters city;
III – In all rendering of accounts and in what concerns the resources and goods of public origin received in the respective exercise, the crystalline disclosure must be in accordance with what is contained in the Sole Paragraph, of Article 70, of the Federal Constitution.
Article 41 - The members of the Deliberative Council, the Executive Board and the Fiscal Council are not jointly or severally liable for AESV's obligations, being personally liable, however, for harmful acts to third parties or to AESV itself, when demonstrably practiced with carelessness , bad faith or willful misconduct.
Article 42 - The positions of the Deliberative and Fiscal Councils, as well as the Executive Board of AESV, will not be remunerated in any way, being expressly forbidden to all, the receipt of bonus, profit, bonus, donation, loan, compensation or any other other financial or material advantages.
Sole paragraph - Since AESV does not have any lucrative purpose, therefore it never distributes dividends or profits, nor any portion of its equity, nor any income or participation in its results to anyone, it applies any financial results fully earned in the maintenance of the entity, in the development of its specific activities and in the pursuit of its basic objectives.
Article 43 - Employees in general and contracted for the provision of various services to AESV, will be governed by the CLT - Consolidation of Labor Laws or temporary contracts for the provision of services based on current legislation or, in the case of private agreements regularly maintained with other public or private entities.
Article 44 – For the Deliberative Council to decide on the sale of real estate or the recording of real liens on them in an Extraordinary Meeting, a quorum of two thirds of its present members will be necessary, that is, by its duly qualified majority.
Article 45 – AESV will keep its accounting and tax writing in books, files and procedures covered by legal formalities and sufficiently capable of clearly ensuring their accuracy.
Article 46 – AESV, through its members and legal representatives, is strictly prohibited from providing any and all guarantees, sureties and other forms of guarantee in favor of third parties or the members themselves.
Article 47 - It is incumbent upon the Chairman of the Deliberative Council to establish and conduct the AESV's electoral processes, downloading for that purpose the respective notices calling for elections for elective positions, observing the provisions of these Bylaws and the Internal Regulations, provided that for issues that may not be contemplated in these legal diplomas, the relevant procedures in force in the framework of the national electoral legislation will be adopted.
Article 48 – The City and District Court of São João da Boa Vista, State of São Paulo, is and remains exclusively elected over any other, however privileged it may be, to resolve any issues not contemplated in these Bylaws.
Article 49 – The present Statute has been read and approved by the members of the AESV and will enter into force after its registration at the competent Registry Office.
São João da Boa Vista, SP – June 25, 2019