CHAPTER II
Purpose
Article 4. The Foundation has as purposes:
I – to create, implement, maintain and zeal for projects of cultural and scientific purposes, as well as for other which involve measures aimed at preserving the exercise of citizenship, provoking the concentration, transfer, absorption of knowledge and relationships to foster the cooperation amongst social segments and governmental and non-governmental entities, either domestically or abroad.
II – to promote and support the achievement, alone or in partnership with similar entities or other civil society entities, national or foreign ones, scientific events, cultural programmes, developing assistance or education programs to provide innovation, renewal, multiplication, and expansion of knowledge and human coexistence.
III – to promote and support converging initiatives to strengthen democracy, above all with the function to safeguard social justice and consolidate fraternity laces among men and the peoples, along with public and private institutions.
IV – to promote and support entities of private initiative, governmental organs, state companies, public and private institutions of education, entities of research and development, national and international organisms, institutions of assistance and philanthropic character, public or private foundations, institutes, associations and other non-governmental entities, aimed at channelling complementary sources of financing to allow its activities;
V – to promote the cooperation with public organisms, national and foreign ones, to measures having as purposes the preservation of world peace, rescuing the best levels of quality of life and citizenship, towards a sustainable development for underserved populations and regions as well as for ethnic communities of any part of the planet;
VI – to render specialized services in the areas of education, science, technology and culture, divulging the results of scientific and technologic research as well as of cultural creation;
VII – to contribute to social-economic and political development of the country in the perspective of dignity and emancipation of human being in all dimensions;
VIII – to give support to projects and activities of teaching and research;
IX – to edit magazines of scientific and cultural character aimed at divulging works in the interest of the community;
X – to execute agreements and other forms of interchange with public and private entities, national or foreign ones, towards the granting of scholarships of study, observation and research, in the country and abroad, on a free or costly basis, in every region of the national and international territory;
XI – to connect with public and private institutions, domestic or foreign, in order to establish cultural or scientific exchange;
XII – to promote and support, facilitating the access of the population to structural transformations of society, culture, education, citizenship, health, housing, food, sanitation, environment and other means to allow each one meets their basic needs of life and have, in and of itself, multiplier effects;
XIII – to provide consulting services, execution of projects and technical assistance and education, through contracts, agreements and technical cooperation agreements with professionals, public and private institutions of national and foreign character, both directly as indirectly;
XIV – to promote the defense of the integrity of the human being and as a result the quality of life and citizenship, researching, developing, and disseminating methodologies, techniques, and projects that reflect the needs of the education awareness;
XV – to promote or provide research and extension, and may therefore install Labs, documentation centres, scientific and philosophical observation, as well as promoting the dissemination of its results.
TITLE II
Assets and Revenues
Article 5 – The assets of the Foundation will consist of:
I – an initial allocation in the order of R $ 525,000 .00 (five hundred and twenty five thousand reais), represented by an area of land in the municipality of Tarauacá, State of Acre, with the following characteristics and confrontations: rubber plantation named “Ceci”, object of registration no. 79, of the property listed in Book 2-A, fls. 88, of the Real Estate Registry Office of the mentioned municipality, with total area of 7.500 ha (seven thousand five hundred hectares);
II – real estate, furniture, equipment and facilities, rights which are expressly intended for or acquired in any form in the course of its activities;
III – donations in movable or immovable property;
IV – remuneration received with the promotion of courses, events, conferences, seminars or for developing projects of social impact with allocation of resources from public or private entities, domestic or foreign;
Sole paragraph – the assets and rights of the Foundation can only be used for the achievement of the goals laid down in this Statute, being prohibited any other destination.
Article 6 – The disposal of assets and rights, the constitution of liens on immovable property, and the acceptance of donations with burden will only be made after approval by the Board of Directors, subject to prior approval of the Public Prosecutor’s Office.
Article 7-Constitute revenue of the Foundation:
I – those arising from its assets, of trusts, interests and other imposed on their behalf;
II – the funds, monthly fees and annuities received for the cost of courses, events and publications of the Foundation;
III – the money arising as a result of the drafting and implementation of agreements;
IV – contributions or donations that are made by natural or legal persons governed by public or private law, national and international;
V – aid and subsidies from public authorities;
Sole Paragraph – The Foundation’s revenues can only be applied in the carrying out of its purposes.
TITLE III
Management
CHAPTER I
Management Bodies
Article 8 – To achieve its purposes and objectives, the Foundation will have the following organization:
I-The Board of Directors;
II-The Audit Board;
III Presidency;
IV-The Executive Board.
Sole Paragraph – The Management Bodies will be structured according to the organizational chart in annex.
Article 9 – The investiture in management positions will occur by signature of the Directors on the Foundation’s book.
Article 10 – It will not be remunerated, at any title or form, the positions of members of the Board of Directors, the Audit Board and the Executive Board, and it will not be distributed profits, bonuses or advantages to the founders or directors, under any pretext.
SECTION I
Board of Directors
Article 11 – The Audit Board is a sovereign body of MFF, consisting of founding members.
First paragraph – In the absence of any member of the Audit Board, the same will be replaced by his respective substitute, upon nomination by each of its members.
Second paragraph – The term of Office of the members of the Audit Board, and their alternates, will run for 3 (three) years from the date of inauguration, allowed one renewal.
Article 12 – The Board of Directors will meet ordinarily at the second Friday of the months of February, May, August and November each year and, extraordinarily, whenever convened by its Chairman or by 1/3 (one third) of its members, being its work directed by the President or, in the absence or impediment of this, by the Vice President.
Article 13 – The Audit Board will have a President and a Vice-President, elected by the directors attending the Board, in the form of its internal regulations.
Article 14 – The attributions of the Audit Board are the following:
I – to ensure the unity, integrity and vitality of the Foundation by all means;
II – to elect the President and the Vice-President of the Foundation;
III – to intervene, in the form of article 33, to ensure the compliance of MFF’s by-laws;
IV – to decide on the transfer of its headquarters to any location, at any time, after opinion of the District Attorney;
V – to elect the members of the Audit Board and the Executive Board;
VI – to designate, in case of vacancy or absence of members and alternates of the Audit Board, Executive Board, as well as in case of vacancy in the Foundation`s Presidency, their effective members up to the elections to fill in the respective positions;
VII – to define the Foundation’s basic guidelines and plan of action;
VIII – to approve, until April 30th of each year, the Foundation’s report of activities, accounts and balance sheet in the previous financial year, deliberating on these documents;
IX – to approve, until November 30th of each year, the Foundation’s planning and budget for the subsequent financial year and amend them if necessary;
X – to decide, by a 2/3 approval of its members, observed the provision of article 6, on the disposal, subrogation and acquisition of real estate, as long as it complies with the Foundation`s aims, after opinion of the District Attorney;
XI – to grant awards and honorary titles, in the form of its internal regulations;
XII – to initiate administrative proceedings;
XIII – to authorize the realization of courses and other activities not predicted in the initial planning;
XIV – to deliberate on the by-laws reform, upon proposal of any management body;
XV – to draft internal regulations of MFF and propose changes;
XVI – to approve the disclosure program of activities carried out by MFF;
Article 15 – Ordinary and extraordinary meetings will be preceded of a public notice at least 10 days before they happen, with disclosure of agenda, venue and time.
Sole Paragraph – Urgent meetings may be called, according to article 14, with minimum antecedence of 48 hours, via facsimile.
Article 16 – The subjects will be discussed and voted on in open ballot and nominal vote, equal to each Member of the Board of Directors, being approved by an absolute majority, so that the President of this Board will exercise the casting vote.
SECTION II
Audit Board
Article 17 – the Audit Board is the body of financial-economic control of the Foundation. It will inspect, examine and give opinion on accounting and financial transactions.
Article 18 – The Audit Board is composed of 3 (three) effective members and their respective alternates, preferentially, with knowledge of accountancy;
First paragraph – The members of the Audit Board will be elected by the Board of Directors for a term of two (2) years and each will have an alternate who will replace the absences, leaves or impairments, representing him in case of vacancy.
Second paragraph – The members of the Audit Board shall elect, at its first meeting, among their peers, its President and its substitute.
Third paragraph – The members of the Audit Board will remain in the full exercise of the offices, even after expiry of their term of Office, until the inauguration of the successors.
Article 19 – People who exercise executive functions in the Foundation as well as relatives of 3rd (third) degree of members of the Board of Directors, the Presidency and the Executive Board cannot be elected to the Audit Board.
Article 20 – The Audit Board shall meet by convocation of its President, ordinarily, in the months of March and October and, extraordinarily, whenever necessary, or when summoned by the Board of Directors.
First paragraph – The meetings of the Audit Board will have minutes which, signed by the attenders, will be forwarded to the Chairman of the Board of Directors.
Second paragraph – The Audit Board will function with the presence of all attenders and its decisions shall be taken by majority vote.
Article 21 – The attributions of the Audit Board, individually or jointly, are the following:
I – to examine, at any time, the Foundation’s books, papers and cash flow status. Members of the Executive Board will provide them with all the information necessary for the proper performance of their duties;
II – to attend, after due call, to the Board of Director’s meetings;
III – to present to the Board of Directors, no later than the last day of March of each year, opinion on the activity report, the accounts and the overall balance sheet of the Foundation of the previous year;
IV – to assess, no later than 30 (thirty) of October each year, work plans and budget proposals for the following financial year, emitting a conclusive opinion;
V – to perform activities, other than those expressed herein, which are inherent in the nature of Collegiate.
SECTION III
Presidency
Article 22 – The President and the Vice-President of MFF will be elected by the Board of Directors, amongst the citizens resident and domiciled in any of the States in Brazil, to a tenure of three years, being allowed a re-election, observed the same decision making process;
Article 23 – The attributions of the President, or the Vice-President in his absence or impairment, are the following:
I – to comply with and enforce the by-laws;
II – to represent the Foundation actively and passively, in Court and out of it, and in relations with third parties;
III – to sign agreements and contracts;
IV – to appoint, admit or dismiss, license paid employees or volunteers, subject to the provisions of article 26, item VI;
V – to create, within the basic structure of the Foundation, the departments or organs to carry out the corresponding activities, proposing the hiring of their personnel, observing the provisions of article 26, item VI;
VI – to perform all other acts necessary for the administration of the Foundation, in accordance with these by-laws, which are not within the authority of other bodies;
VII – to perform banking operations and financial investments, along with the Chief Financial Officer;
SECTION IV
Executive Board
Article 24 – The Executive Board shall consist of:
I – a President;
II – a Vice-President;
III – a Chief Executive Officer and;
IV – a Chief Financial Officer
Sole paragraph – The assignments of each Officer shall be laid down in internal regulations.
Article 25 – Members of the Executive Board will be elected by the Board of Directors, upon prior registration of nominations in the form of the internal regulations of the Foundation, for a term of 3 (three) years, permitted one re-election.
Article 26 – The attributions of the Executive Board are the following:
I – to comply with and enforce the by-laws;
II – to schedule, organize, direct, guide and manage common activities of the Foundation;
III – to draw up, until 30 September each year, the annual budget of the Foundation and submit it to the Audit Board;
IV – to propose to the Board of Directors the changes deemed necessary in the course of budgetary execution;
V – to comply with and enforce the guidelines and resolutions of the Board of Directors;
VI – to authorize the hiring and dismissal of administrative personnel, organizing its functions and determining their remuneration.
VII – to propose to the President of the MFF the constitution of proxies for specific acts, delimiting the powers to be granted.
VIII – to draw up, annually, the report of the activities of the Foundation, its general balance sheets, income and expenditure statements and inventory of assets, submitting them to the Audit Board no later than 31 January of the following year.
IX – to approve proposals and execute agreements to provide services according to the objectives of the Foundation;
X – to establish daily rates, aimed at charging for services rendered by MFF;
XI – establish fees for funding and maintenance of special optional services;
XII – set the value of the tuition fees of the courses and events promoted by the Foundation, in accordance with the internal regulations.
Article 27 – The Executive Board shall meet, ordinarily, on a monthly basis and, extraordinarily, when convened by the President of the MFF.
Article 28 – The Executive Board shall deliberate with the presence of at least 2 (two) of its members.
TITLE IV
Foundation Members
Article 29 – The Foundation is composed of an unlimited number of members, distinguished in the following categories:
I – Effective: all members of the Board of Directors, the Audit Board and the Executive Board, including the Vice-President;
II – Honorable: the so defined in the internal regulations;
III – Correspondents: people who accept to represent the MFF in certain acts or ceremonies, in the form of the internal regulations;
Sole paragraph: Honorable Members and Correspondents will not hold joint and several liability for the obligations of the Foundation.
TITLE V
Review of Acts and Appeals
Article 30 – The Member who has a claim rejected may, within five days as of the decision is served, require reconsideration.
Article 31 – An appeal may be filed against:
I – the decisions of the President to the Executive Board; the President will not be able to vote;
II – the decisions of the Executive Board to the Board of Directors.
Article 32 – The appeal will be filed by a petition addressed to the responsible for the contested act or whoever is holder of decision-making power causing embarrassment to the regular functioning of the Foundation.
First Paragraph – The appeal, in any instance, will not suspend the award.
Second Paragraph – The defendant will have five days, from the date of receipt of appeal summons, to inform the process and forward it to the panel, and may suffer removal from Office, by Act of the Board of Directors, in case the appeal is not processed.
TITLE VI
Intervention and Mandate Revocation
CHAPTER I
Intervention
Article 33 – There will be intervention by the Board of Directors in any body to:
I – enforce the MFF’s by-laws.
II – curb any harmful act to the interests of the entity.
III – ensure the principle of temporality of the elective mandate and its renewal.
IV – guarantee the normality and administrative continuity of regulatory and executive bodies.
Sole Paragraph. The decision of the Board of Directors for the intervention must be taken by an absolute majority of its members.
CHAPTER II
Mandate Revocation
Article 34 – It will lose the mandate or the appointment the occupant of the position or function who:
I – fails to attend two consecutive meetings or three alternate, without a justified reason, a year of functional exercise.
II – practices harmful act to the assets of the Foundation.
Sole Paragraph – The removal from Office or appointment under the conditions of this article, will be determined by the Board of Directors, with respect to members of the Audit Board, President and Vice-President of the MFF and the Executive Board.
TITLE VII
Account Render
Article 35 – The financial year will coincide with the calendar year, ending on December 31 of each year.
Article 36 – Until September 30th of each year, the Executive Board shall submit to the Audit Board the budget proposal for the coming year, in which will be separately specified, capital expenditure and funding.
First Paragraph – The budget proposal will be consolidated with the indication of the corresponding work plans.
Second Paragraph – The Audit Board will appreciate, until October 30th of each year, the budget proposal and shall decide about it.
Third Paragraph – The approval of the budget proposal relies on the Board of Directors, which may amend it by resolution of 2/3 (two thirds) of its members, until the second Friday of November each year.
Article 37 – The annual account render forwarded to the Audit Board should, at a minimum, contain the elements and information provided in acts from the Public Prosecutor`s Office of the State of Paraná.
Sole Paragraph – After approval by the Board of Directors, the report of activities and the balance sheets will be forwarded to the Public Prosecutor’s Office until June 30th of the year following the end of the financial year.
TITLE VIII
General and Transitory Provisions
Article 38 – The Foundation is obliged, by its bodies, to communicate to the Public Prosecutor’s Office of the Foundations of its headquarters, any changes in their by-laws and registration data.
Article 39 – In order to change these by-laws it is necessary for the reform:
I – that these by-laws are approved by an absolute majority of votes of the members of the Board of Directors.
II – that it does not violate the purposes for which the Foundation was established.
III – that the changes are approved by the Public Prosecutor’s Office of Foundations.
Article 40 – Verified the impossibility of fulfillment of its purposes, the MFF can be extinguished by a decision of the absolute majority of the members of the Board of Directors, after hearing the Public Prosecutor, and his estate will be part of another Foundation of similar character situated in the national territory.
Article 41 – The internal regulations of the MFF will be drawn up within 180 days, counting from the date of the Board of Directors’ inauguration. The Board of Directors may create a commission for such a purpose.
Article 42 – The doubts and omissions of these by-laws will be solved by the Board of Directors, in the spirit of the rules contained therein and of the applicable principles, by an absolute resolution of the members.
ANNEX I
Organogram
|
BOARD OF DIRECTORS 3 members |
| PRESIDENCY
1 member |
AUDIT BOARD
3 members |
| EXECUTIVE BOARD
4 members (including the president) |
