STATUTE OF PROCANTO
CHAPTER I
● DA ASSOCIAÇÃO, SEUS FINS, SEDE E DURAÇÃO
Art. 1 - Under the name of PROCANTO - ASSOCIAÇÃO BRASILEIRA DE PROFESSORES DE CANTO, a non-profit cultural association is established, with headquarters at Travessa André Calmettes, 6, Vila Nivi, CEP: 02251040, and forum in the city of São Paulo-SP , which will be governed by the present statute.
Art. 2 - The Association aims to encourage the teaching of singing, foster the integration and training of singing teachers and bring the class together around relevant discussions and actions, obeying the principles established in its Code of Ethics and Internal Regulations, in addition to promoting vocal education and research at all levels, both in the enrichment of the general public and in the professional advancement of teachers and singers.
Art. 3 - The Association, founded on October 3, 2021, will last for an indefinite period.
CHAPTER II
● MEMBERS_cc781905-5cde-31934-bb3b
Art. 4 - The Association will have an unlimited number of members, who will not be subsidiarily liable for its social obligations.
Art. 5 - The Association will be open to all suitable persons, regardless of origin, nationality or citizenship, who will be admitted as members, at the discretion of the admission committee. (see art. 6 and 7)
Art. 6 - Formal requirements to become a member:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ 1. For Brazilians: have CPF.
_cc781905-5cde-3194- bb3b-136bad5cf58d_ 2. For foreigners: valid passport number and proof of residence in Brazil.
Art. 7 - There will be the following categories of members:
1. FOUNDING MEMBERS: those who sign the entity's founding minutes. They must contribute to the entity with the payment of the annuity (annual contribution).
2. BLESSED MEMBERS: those who contribute with donations not made to the Association, subject to an annual fee Board of Directors approval. They are exempt from paying contributions, but cannot hold office or vote.
3. HONORARY MEMBERS: distinguished persons who have contributed in some way to the area of singing or vocal pedagogy chosen at the discretion of the Board of Trustees and approved by the Board of Directors, and those whom the Association wishes to honor. They are exempt from paying an annuity, but cannot hold office or vote.
4. EFFECTIVE MEMBERS: singing teachers interested in contributing to raising the level of vocal art teaching professional resume submitted to an Admissions Committee for approval. They must contribute to the entity with the payment of the annuity. They can vote and hold positions.
5. REMOVED MEMBERS: persons aged 65 or over, or over 35 years of contribution to the Association are exempt from the payment of annuity, being able to vote and hold positions.
Sole paragraph: the amount of the annual contribution may be modified at the discretion of the Board of Directors._cc74c-de-031 bb3b-136bad5cf58d_
ARE THE RIGHTS OF MEMBERS_cc781905-53-dbb5-badcf 318
a) Submit proposals (projects, events, courses, academic papers, etc.) for consideration by an evaluation committee , according to the goals of the Association;
b) Be required to compose boards for competitions or courses, according to criteria adopted by the Board of Directors 1905_7; 5cde-3194-bb3b-136bad5cf58d_
c) Preference for registration for courses and events promoted by the Association and access to promotional discounts;_cc75cde-0 3194-bb3b-136bad5cf58d_
d) Receive newsletters from the Association;_cc781905-93d-bb35-cf56
e) Receive supporting document corresponding to their category;
f) Disconnect voluntarily.
ARE DUTIES OF MEMBERS_cc781905-5cde-badcf-319d_
a) To care for the purpose of the Association, contributing at all levels to the enrichment of singing teaching, encouraging development;
b) Collaborate with the dissemination and expansion of the Association, ensuring compliance with these Statutes, the Internal Regulations and Code of ethics;
c) Be up to date with the payment of the annual contribution, observing the provisions of the Sole Paragraph of Art. 7;
d) Attend the General Meetings or meetings called
e) Respect and obey both the Code of Ethics and the Association's Bylaws, under penalty of warning, suspension or exclusion after review of a detailed report, presented to an ethics committee to be convened by the Board of Directors and signed by 2 (two) voting members and 1 (one) founding member.
Art. 8 - Failure to comply with any of the duties and obligations set forth in these Bylaws and in the Association's Code of Ethics constitutes just cause for the application, to members of any category, of the following penalties:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Warning;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) Suspension;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ c) Deletion.
Sole paragraph. The excluded member is guaranteed the broad right of defense, according to art. 54 of Law No. 10,406/2002, amended by Law No. 11,127/05.
CHAPTER III
● ADMINISTRATION_cc781905-5cde-3194-bb3bcf58d_
Art. 9 - The Association, made up of its assets, capital and business, will be composed of:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Board of Directors composed of 5 members (encouraging representation from at least 3 different regions of Brazil), who will have full power and authority to act on behalf of the Association, within the limits defined by these Bylaws.
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) 2 (two) alternate directors in the case of the cases provided for in Art.11 of these Bylaws.
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ c) 2 Treasurers (incumbent and alternate).
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ d) 2 Secretaries (incumbent and alternate).
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ e) Fiscal Council composed of 6 members (3 full members and 3 alternates).
Art. 10 - Regarding the election of members:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) All the members of the Administration, listed in Art.9, will be elected for a term of 2 years voted in the General Assembly, being able to be re-elected for one more term, that is, to have only two consecutive terms;_cc781905- 5cde-3194-bb3b-136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) After this period (in case of re-election or not) they must stay one year without holding office, that is, they will be ineligible for 12 months, being able to be elected again for any position soon after;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ c) The candidate's eligibility depends on his/her compliance with the duties described in Art. 7;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ d) Applications will be individual and must be launched up to 15 days in advance through a specific form released digitally - through social networks and invitation in official groups within the Telegram application - by the Association;_cc781905-5cde-3194-bb3b -136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ e) The investiture will be given definitively and immediately, and the occupation of the positions will take place as specified in the Association's Internal Regulations;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ f) In case there are no candidates for a certain position, it will be filled by appointment of the Board of Directors.
Sole Paragraph: The composition of the Executive Board and other positions is subject to changes established in the Association's Bylaws, and approved at the General Assembly.
Art. 11 - In cases of temporary vacancy, impediment or absence of a member of the Board of Directors, this will be replaced by an alternate, and so on.
Sole Paragraph: In the event of a permanent vacancy of any member of the Board of Directors, it will be filled by an alternate, until call for a General Meeting, to be held especially for the election of the new member of the Board of Directors.
Art. 12 - It is up to the members:
1) Executive Board:_cc781905-5cde-3194-bb33
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Manage the entity, representing the active and passive company, judicially and extrajudicially;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) Prepare and approve meeting and General Assembly agendas;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ c) Convene at least 20 days in advance and chair (at least one of the members) the General Assembly;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ d) Comply and strictly enforce the Statute, the Internal Regulations and the decisions of the General Assembly;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ e) Prepare and present to the General Assembly the annual report, in addition to the (annual) accounts and balance sheet for review and approval;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ f) Approve with the treasurer payment orders, financial securities and the like that represent financial obligations of the Association;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ g) Appoint special and standing committees, as well as working groups;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ h) Decide on the convening of General Meetings;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ i) Authorize the obtaining of loans and the conclusion of contracts.
2) Alternate Directors:_cc781905-5cbbde-3194-bad_3194-
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Replace a member of the Board of Directors in all their impediments.
3) Secretaries:_cc781905-5cde-3194-bb5b
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) 1st Secretary:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Oversight of the membership process -bb3b-136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Draw up the minutes and the minutes of the meetings and the Boards of Directors' Meetings;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Keep on file all documentation related to the activities of the Association; bb3b-136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Assessorar o Quadro Diretor, quando solicitado.
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) 2nd Secretary (alternate)
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Replace the 1st Secretary; - Assist you in your work in the process of registering and maintaining members and archiving documentation;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Assessorar o Quadro Diretor, quando solicitado.
4) Treasurers:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) 1st Treasurer:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Arrecadar e contabilizar as anuidades dos associados e outras contribuições;_cc781905-5cde-3194-bb3b -136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - To pass the association's accounting records 38905- bb3b-136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Receive funds, duly registering 90-5 donations in bookkeeping; -5cde-3194-bb3b-136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - A guarda dos bens sociais, a movimentação dos in consultation with the members of the Board of Directors;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Payment, upon receipt, of accounts approved by the Director
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - A superintendência da escrituração;_cc781905-5cde- 3194-bb3b-136bad5cf58d_
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Sign payment orders, financial securities and related obligations monthly report to the Board of Directors;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ - Prepare the annual rendering of accounts, after approval by the Fiscal Council .
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) 2nd Treasurer (alternate):
_cc781905-5cde-3194- bb3b-136bad5cf58d_ - Substituir o 1o Tesoureiro em todos os seus impedimentos;
_cc781905-5cde-3194- bb3b-136bad5cf58d_ - Auxiliá-lo em seu trabalho._cc781905-5cde -3194-bb3b-136bad5cf58d_
Sole Paragraph: Any amount deposited in banks will only be withdrawn through transfers made with the written consent of the same, signed by simple majority of the Board of Directors and by the 1st Treasurer.
Art. 13 - The elected directors and management members do not receive compensation of any kind, but are exempt from paying the annuity during their respective terms of office;
Art. 14 - The Association's Supervisory Board will be composed of 3 members and 3 substitutes, elected at the General Assembly, see art. 9.
Sole Paragraph: In the event of a vacancy, the term of office will be assumed by the respective alternate_cc-581905 until its expiration. -3194-bb3b-136bad5cf58d_
Art. 15 - It is incumbent upon the Supervisory Board:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Supervise the execution of programs and budgets.
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) Carry out the accounting and financial inspection of PROCANTO - ASSOCIAÇÃO BRASILEIRA DE PROFESSORES DE CANTO, including the tax analysis of the proponents to the category of meritorious member.
Art. 16 - The Association does not distribute profits, bonuses or advantages to its directors and members and invests its income in the country, aiming at the fulfillment of the objectives defined in this statute.
CHAPTER IV
● FROM THE GENERAL ASSEMBLY_cc781905-53-dbb6-badcf319
Art. 17 - The General Assembly, chaired by a member of the Board of Directors, will be composed of even members, and will meet annually to resolve on matters related to the Association. Its call will be made by means of notice to the members, in advance of 15 (fifteen) days.
Art. 18 - If there is an urgent matter and upon convening the Board of Directors or at the request of the absolute majority of the present and even members (50% plus one), an Extraordinary General Assembly may be held, on a previously designated day, in the form of the previous article._cc781905-5cde -3194-bb3b-136bad5cf58d_
Art. 19 - The General Assembly will function with the presence of at least 50% plus one of the even members, and the absent member can only be represented through a power of attorney made in a notary's office. Each member can only represent 1 (one) other member.
Art. 20 - In the event of a digital meeting:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) They can be carried out virtually, following the same assumptions listed in previous articles;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) Participants must identify themselves through the chat within the virtual meeting, informing their full name and city and state of residence;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ c) The invitation documents must inform that the meeting will be digital and that voting will be carried out remotely through a suitable digital system.
Sole paragraph: If there is no quorum, the Assembly shall meet 30 minutes later, with any number of even members present.
Art. 21 - The General Assembly is responsible for:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Elect the Board of Directors and all other members of management; b) Take cognizance of matters relating to the Association and the report of the Board of Directors and approve them;
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ c) Examine the accounts, take action on irregularities in the Administration, dismiss members of the same for lack of exactness in the fulfillment of their duties and elect new members.
Sole Paragraph: For the dismissal of members of the Administration, the presence and ratification of 50% plus one of even members will be required at least.
● SOCIAL HERITAGE
Art. 22 - The social equity will consist of:
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ a) Subsidies, donations, contributions from members and resources arising from any events promoted by the Association, always aiming at achieving its objectives.
_cc781905-5cde-3194 -bb3b-136bad5cf58d_ b) Movable and immovable property that the company owns or will own. c) Any other adventitious values.
CHAPTER V
DAS GENERAL PROVISIONS
Art. 23 - An Ethics Committee may be formed extraordinarily for decision-making in cases not covered by the provisions set forth in these Bylaws, in the Internal Regulations and in the Code of Ethics of PROCANTO - ASSOCIAÇÃO BRASILEIRA DE PROFESSORES DE CANTO, regarding issues of an ethical- professional involving association members.
Sole Paragraph - This committee will be composed of 5 (five) effective members available, with at least one (1) of them a founding member.
Art. 24 - The present statute can only be amended at a meeting of the General Assembly, convened especially for this purpose, on an extraordinary basis and with the presence of at least 50% plus one of the quite members.
Art. 25 - The Association will be extinguished when the Extraordinary General Assembly, specially convened for this purpose and with the presence of at least 50% plus one of the quite members.
Sole paragraph: Once the Association is extinguished, its assets will be reverted to a charity designated by the aforementioned Assembly .
Art. 26 - In cases not covered, the provisions set out for similar cases apply and, if they do not exist, the principles of the Civil Code.