STATUS

CHAPTER I: OBJECTIVES

Article 1

Transparência Brasil, headquartered in the city of São Paulo, at Rua Vergueiro, 2087 – Sala 1404 – Vila Mariana – São Paulo/SP – CEP: 04101-000, is a non-profit association, aimed at promoting the defense of the public interest by building the integrity of the Brazilian State and combating corruption, contributing to the improvement of institutions and the democratic process.

Article 2

In order to fulfill its purposes, Transparência Brasil shall observe the principles of legality, impersonality, morality, publicity, economicity and efficiency and may carry out the following activities, without political party connotation:

I. Establish networks, partnerships and exchanges with non-governmental organizations, universities, public authorities and other entities, facilitating the work of these bodies and civil society, both nationally and internationally;

II. Participating in the creation, organization and work of local and international entities and forums whose aim is to promote the fight against corruption;

III. Supporting people, groups, movements and organizations fighting for institutional reforms and public awareness;

IV. Stimulating and developing studies and work aimed at encouraging the implementation of public policies and private attitudes, avoiding the misuse of public power for private gain;

V. Organize and disseminate data on corruption in the various spheres of government and in the private sector;

VI. Propose measures to defend the public interest;

VII. Promoting lectures, debates and meetings with other institutions on the fight against corruption, as well as encouraging members to take part in international conferences and forums;

VIII. Helping bodies and entities linked to public authorities in planning, mobilizing resources and implementing projects to combat corruption;

IX. Disseminating and communicating information about the work carried out by Transparência Brasil and other entities, as well as government anti-corruption projects;

X. Provide services related to the social objectives, including advisory services, consultancies, lectures, courses, research, training and education activities, report writing and the construction of civic technologies (websites and applications);

XI. Carrying out other activities necessary to fulfill the social objectives.

CHAPTER II: MEMBERS

Article 3

Members of Transparência Brasil are individuals, entities and companies regularly registered with it, in any of the following categories:

• Participating members: individuals, with the right to speak and vote at the Convention;
• Institutional members: civil society organizations, whose accredited representatives have the right to speak and vote at the Convention;
• Supporting members: companies, without the right to vote at the Convention.

§ 1º. Participating members and representatives of institutional members have the right to occupy positions in Transparência Brasil’s elective bodies.

§ 2º. In order to become a member of Transparência Brasil, the interested party must be approved by the Board of Directors. Under no circumstances, in the event of rejection, will the reasons for the refusal be communicated.

§ 3º. When applying for membership, institutional members shall appoint accredited representatives; the replacement of an institutional member’s accredited representative at any time shall be made by communication to Transparência Brasil.

Article 4

Founders are considered to be the signatories of the constitutive act of Transparência Brasil and those who adhere to this act up to 4 (four) months from the date of its creation.

Article 5

The requirements for membership are:

I. To be committed to the purpose of Transparência Brasil;

II. Oblige to contribute to the achievement of Transparência Brasil’s objectives;

III. Present a manifestation of intention to join, expressly agreeing to make a periodic financial contribution to Transparência Brasil.

Article 6

The rights of members are:

I. To participate in Transparencia’s activities, as provided for by the competent bodies;

II. Disconnect from Transparência Brasil, upon request addressed to the Board;

III. Have access to information pertinent to Transparência Brasil.

Article 7

The duties of members are:

I. Comply with the articles of association;

II. To be committed to Transparência Brasil’s objectives, cooperating to achieve its social goals;

III. Pay the contributions due;

IV. Keep their registration information up to date.

Sole Paragraph

Members shall not be liable, not even in the alternative, for the obligations of Transparência Brasil.

Article 8

Participating members and representatives of institutional members admitted after the approval of these Bylaws shall have the right to vote at the Convention only after completing a quarantine period of three (3) years from the date of their admission.

I. To acquire the right to vote, the member must make regular financial contributions to the organization during the quarantine period. In the event of default, voting rights will be suspended until payments are settled;

II. Candidacy for governance bodies is independent of compliance with the quarantine rule set out in the caput of article 8, and members are allowed to stand for election from the moment they are admitted;

III. Members admitted before the approval of these Bylaws will retain their acquired rights, including the power to vote, as long as they continue to fulfill their statutory obligations and regular financial contributions.

Article 9

A member may be warned, suspended for a period of 6 (six) months or excluded from membership, depending on the seriousness and recidivism of the act, if:

I. Violating the bylaws, regulations or any decision of Transparência Brasil’s bodies;

II. Failing to fulfill their duties as a member;

III. Carrying out an act detrimental to Transparência Brasil’s assets or image.

Article 10

The member shall be guaranteed the right of defense and appeal in the penalty application procedure, to be initiated ex officio by the Chairman of the Board of Directors, or on the basis of a complaint submitted to him/her, anonymity being permitted.

§ 1º. The complaint and other relevant documents shall be forwarded to the Board of Directors, which may appoint a committee made up of internal or invited members to assist it in investigating the facts and recommending the penalty to be applied.

§ 2º. The Board of Directors shall notify the accused, in writing, of the initiation of the procedure, indicating the conduct attributed to him/her and the opening of a period of 15 (fifteen) days for the presentation of a written defense, counting from the date of the communication.

§ 3º. At the end of the period, the Deliberative Council must assess the defense and decide on the case, notifying the accused of any penalty. The member may appeal to the Convention, without suspensive effect, within 15 (fifteen) days of notification.

§ 4º. If excluded, for whatever reason, the member shall not be entitled to claim indemnity or compensation of any kind whatsoever.

Article 11

The member complained against may not take part in the penalty application procedure directed at him/her, and must absent him/herself from any discussion or deliberation that directly or indirectly involves him/her.

CHAPTER III: ORGANIZATION

Article 12

The bodies of Transparency Brazil are:

I. Convention;

II. Deliberative Council;

III. Secretariat;

IV. Fiscal Council.

From the Convention

Article 13

The Convention is the General Assembly of Transparência Brasil, bringing together its members. The Convention is responsible for:

I. Drawing up the general guidelines of Transparência Brasil, as well as evaluating its performance;

II. Elect and dismiss the members of the Fiscal Council;

III. Elect and dismiss the members of the Advisory Board;

IV. Dismiss the administrators, after hearing the Board of Directors;

V. Appreciate Transparência Brasil’s accounts, as approved by the Board of Directors;

VI. Amend these Bylaws;

VII. Decide on the transformation or extinction of Transparência Brasil and the destination of its assets;

VIII. Examine appeals submitted by members to the decisions of the Board of Directors.

§ 1º. The Convention shall be held annually and may be called extraordinarily at least 15 (fifteen) days in advance by decision of an absolute majority of the Deliberative Council and/or 1/5 (one fifth) of the members.

§ 2º. The vote of members in the Convention may be exercised by explicit proxy to other members, and proxy to non-members is prohibited.

§ 3º. Conventions shall be convened by the Chairman of the Deliberative Council or his substitute, by means of correspondence to the members, mentioning the day, time and place of the meeting, as well as, expressly and clearly, the Agenda to be debated.

§ 4º. The Convention shall be convened by letter sent to the member’s physical or electronic address.

§ 5º. Resolutions concerning the dismissal of directors or changes to the Bylaws shall require the votes cast in agreement with the quorum provided for in the applicable legislation. In all other matters, resolutions shall be taken by an absolute majority of those present at the Convention, except that, in the case of the dissolution of Transparência Brasil, a quorum of at least 70% (seventy percent) of the members shall be required.

The Board of Directors

Article 14

The Board of Directors shall be composed of a maximum of 15 (fifteen) members, elected by the Convention from among the participating members and representatives of the institutional members, for a term of 3 (three) years, with reappointment permitted.

§ 1º. The terms of office of the members of the Deliberative Council may be extended until a new election is held to fill the positions. Until an election is held, the members are vested with the power to make decisions.

§ 2º. The members of the Board of Directors shall not be remunerated.

Article 15

The Advisory Board is responsible for:

I. Supervising the activities of Transparência Brasil;

II. Approve the appointment of the Executive Director;

III. Approve the budget for the following financial year;

IV. Judging the accounts of the Secretariat, based on the opinion of the Audit Board;

V. Decide on its own functioning;

VI. Examine any acts of the Secretariat;

VII. Decide on the suspension or exclusion of members;

VIII. Decide on membership fees;

IX. To adopt and establish, for all Transparência Brasil bodies, administrative management practices which are necessary and sufficient to prevent the obtaining, individually or collectively, of personal benefits or advantages as a result of participation in the respective decision-making processes.

§ 1º. Members of the Board of Directors shall abstain from voting on matters involving their personal interests or those of their associates and family members;

§ 2º. The decisions of the Board of Directors shall be taken by a majority of those attending its meetings;

§ 3º. Decisions of the Deliberative Council may be appealed to the Convention.

Article 16

Every three years, the members of the Deliberative Council shall elect the President and Vice-President of the Council, who may be re-elected in subsequent elections.

Article 17

The Advisory Board shall meet at least once a year and whenever convened by its Chairman or by three (3) of its members.

Article 18

The Chairman of the Board of Directors is responsible for:

I. Calling and chairing meetings of the Board of Directors;

II. Calling and chairing conventions;

III. Representing the Deliberative Council before other Transparência Brasil bodies and members;

IV. Appointing the Executive Director;

V. Together with the Executive Director, establish the remuneration policy for the members of the Secretariat.

Article 19

The Vice-President shall replace the President in his/her absence or impediment, whether temporary or temporary.

Article 20

In order to promote greater dynamism and engagement in strategic decisions, the Board of Directors may form working groups or committees, which shall act in an advisory capacity, subject to the following guidelines: i) the groups may include the participation of external or invited specialists; and ii) the results and recommendations of the groups shall be presented to the Board of Directors for deliberation, when necessary.

Sole Paragraph

The composition, work plan and way in which the groups operate shall be defined by the Board of Directors in the minutes or in its own regulations.

The Secretariat

Article 21

The Secretariat shall be headed by one (1) Executive Director.

Article 22

The Executive Director shall be responsible for:

I. Implementing the directives defined by the Board of Directors, acting in accordance with its guidelines;

II. Drawing up the institution’s annual work program and budget and submitting them to the Board of Directors;

III. Directing the institution’s activities and carrying out acts of administrative management;

IV. Establishing guidelines on the activities of the personnel who provide services to Transparência Brasil;

V. Represent Transparência Brasil actively and passively, judicially and extrajudicially;

VI. Coordinating the organization’s activities;

VII. Attend meetings of the Board of Directors, with the right to speak but without the right to vote.

Article 23

The Executive Director may grant mandates for the Association to be represented by persons other than him/her.

Article 24

The Executive Director may, alone or through his/her proxy, sign contracts, agreements and other arrangements and carry out all acts of day-to-day management on behalf of and in the interests of Transparência Brasil.

Sole Paragraph

The following acts will depend on the joint signature of the Executive Director and the Chairman of the Board of Directors, or the attorneys-in-fact appointed by them:

I. Issuance of checks, guarantees, financial transactions and acquisition of financing or loans;

II. Acquisition or constitution of liens on Transparência Brasil’s real estate, as well as sale, exchange, transfer or any form of disposal of such assets;

III. Acceptance of donations or legacies with charges and in the name of Transparência Brasil.

The Fiscal Council

Article 25

The Fiscal Council shall be composed of up to three (3) members elected by the Convention for a term of three (3) years, with reappointment for one (1) further term permitted.

Article 26

The Fiscal Council is responsible for:

I. Giving opinions on financial and accounting performance reports and on asset transactions carried out;

II. Ensure compliance with the fundamental accounting principles and the Brazilian Accounting Standards in Transparência Brasil’s rendering of accounts and related acts.

Article 27

The members of the Audit Board shall meet ordinarily once a year, in accordance with Article 39, and at any time when convened by the Board of Directors.

Sole Paragraph

The members of the Fiscal Council shall not be remunerated.

CHAPTER IV: PUBLICITY OF ACTS

Article 28

Transparência Brasil will publicize, by any effective means, after the end of the fiscal year, the report of activities and the financial statements for the period, including the negative certificates of debts with the INSS and the FGTS, making them available for examination by any citizen.

Article 29

Transparência Brasil shall publish summaries of the minutes of meetings of all its bodies.

Article 30

In order to ensure transparency in the application of Transparency Brazil’s resources, the Secretariat shall:

I. Allow audits to be carried out, including by independent external auditors, on the application of any resources that are the subject of partnership agreements;

II. Account for all resources and assets of public origin received by Transparência Brasil, in accordance with the sole paragraph of article 70 of the Federal Constitution.

CHAPTER V: ASSETS

Article 31

Transparência Brasil’s assets shall consist of movable, immovable and intangible property that may be added to through donations, legacies and the application of income.

Article 32

The following constitute ordinary income

I. The monthly contribution from members;

II. Income from assets;

III. Voluntary contributions, donations, grants and endowments.

Article 33

In the event of the dissolution of Transparência Brasil, its net assets shall be transferred to a legal entity qualified under the terms of Law No. 9,790/99, preferably to one that has the same corporate purpose as the defunct entity.

Article 34

In the event that Transparência Brasil loses the qualification established in Law No. 9.790/99, its available assets, acquired with public resources during the period in which that qualification lasted, shall be transferred to another legal entity qualified under the terms of said Law, preferably one that has the same corporate purpose.

CHAPTER VI: GENERAL AND TRANSITIONAL PROVISIONS

Article 35

Transparência Brasil is constituted for an indefinite period, and it is up to the Convention to decide, under the terms of these bylaws, on its eventual extinction.

Article 36

Any omitted or doubtful cases in these bylaws shall be resolved by the Chairman of the Board of Directors in conjunction with the Executive Director, and may be appealed to the Board of Directors.

Article 37

Members of the Legislative Branch at its various levels, leaders of the Judiciary, the Public Prosecutor’s Office and the direct, indirect and foundational Public Administration, as well as people who are running for elective office or nomination subject to internal election, shall be barred from holding office on the Board of Directors, the Secretariat and the Audit Board.

Article 38

All Transparency Brazil bodies may meet and make decisions in person or virtually, by exchanging electronic messages, mail or other means of communication that ensure the authenticity of the manifestation.

Article 39

Face-to-face meetings of Transparência Brasil’s bodies are subject to a quorum of 50% of its members on first call and any number on second call.

§ 1º. The second call will be made 30 (thirty) minutes after the first.

§ 2º. The quorum of virtual meetings will be guaranteed by maintaining a minimum period of 5 (five) working days for the respective members to express their opinion.