Title: ITALO-BRAZILIAN SOCIETY OF BRAGANÇA PAULISTA

BYLAWS

Chapter I

NAME, HEADQUARTERS, AND DURATION

Article 1. The Italo-Brazilian Society is a non-governmental organization (Article 53 of the Civil Code), with no economic purposes, of an assistential nature, acting without distinction of race, social status, political or religious creed, and is governed by civil laws and this Bylaws.

§ Sole. The Association does not distribute economic and financial results, dividends, bonuses, shares, or any portion of its assets, under any form, title, or pretext, nor does it remunerate its administrators in any way.

Article 2. The headquarters and venue of the Association are in the city of Bragança Paulista.

Article 3. The duration of the Association is indefinite.

Chapter II

PURPOSES

Article 4. The Association has the following purposes:

I – to cultivate and rescue Italian culture and language;

II – to foster the relationship among Italian immigrants and their families, among themselves, and with the national community, especially the local community;

III – to provide its members and their families with sports, socio-cultural activities, seeking a healthy associative coexistence;

IV - to promote assistance actions and actions that enhance human dignity to the entire society, particularly to Italo-Brazilians.

Article 5. In fulfilling its purposes, the Association may establish partnerships or agreements with other entities, whether similar or not, and with Public Authorities.

Chapter III

SOCIAL STRUCTURE

Section I

Membership

Article 6. The Association consists of members, individuals, admitted by the Board of Directors upon the applicant's request and with the indication of two other members.

§ Sole. The quality of a member is non-transferable under any circumstances, including succession.

Article 7. Members are not liable, even subsidiarily, for social obligations.

Article 8. The member will have an associative record containing personal data, admission date, positions and social functions held, disciplinary measures suffered, and other information considered relevant to the Association.

Article 9. The Board may recognize, to those who participated in the General Assembly founding the Association, the status of founding member.

§ Sole: The recognition of the founding member status does not exempt the holder from fulfilling associative duties.

Article 10. The Board may grant the title of honorary member to individuals who, in its judgment, collaborate or have collaborated significantly with the Association's work.

§ Sole. The honorary member title does not exempt the holder from fulfilling associative duties if they become or are already a member, constituting only a recognition title.

Article 11. Only a member who is up to date in fulfilling their duties, especially those of an economic nature, and who is not subject to disciplinary measures, is considered in the exercise of their associative rights.

Article 12. The suspension of associative rights, dismissal, and exclusion of a member are the responsibility of the Board, always observing the provisions of civil law and these bylaws.

Section II

Rights and Duties of Members

Article 13. There are no reciprocal rights and duties among members, but all are obliged to the goals and actions of the Association.

Article 14. It is the duty of the member:

I – to faithfully comply with these Bylaws, the Internal Regulations, and the Resolutions of the governing bodies;

II – to participate in social activities and assume the positions, functions, and services assigned to them;

III – to safeguard the good name of the Association and the preservation of its assets;

IV – to fulfill the commitments assigned by the Association, including those of an economic and financial nature;

V – to report all actions or omissions of directors and members that contravene these Bylaws, the Internal Regulations, projects, or programs of the Association;

VI – to inform changes in their data to allow the update of their associative record;

VII – to refrain, within the premises and in the acts or events of the Association, from any manifestation of a political, religious, racial, national, or class nature;

VIII – to attend General Assemblies, voting, and being voted on, in accordance with these Bylaws.

Article 15. It is the right of the member:

I – to participate in social activities;

II – to present, in writing, suggestions and criticisms for the improvement and development of the Association;

III – to vote and be voted on at General Assemblies, provided that they are, at the time, in full exercise of their social rights.

§ 1st. The right to vote at General Assemblies can only be exercised after one year of joining the membership. This period will be considered from the date of the act in which the vote must be exercised.

§ 2nd. The right to be voted for any associative position can only be acquired after two years of joining the membership. This period will be considered from the date of the registration of the intended candidacy.

§ 3rd. In addition to the condition established in § 2nd, eligibility

 for the position of President of the Board is subject to the fulfillment of the legal requirement of being a naturalized Brazilian citizen or holding the status of a natural-born Brazilian citizen.

Section III

BOARD OF DIRECTORS

Article 16. The Association will be administered by a Board of Directors composed of the following positions:

I – President;

II – Vice-President;

III – Secretary;

IV – Treasurer;

V – Two Directors without a specific designation.

Article 17. The term of office of the Board members is three years, with the possibility of re-election.

Article 18. The election of the Board members will take place during the General Assembly, by secret ballot, and a majority vote is required.

§ 1st. The candidates for the positions of President and Vice-President must have a minimum of three years of effective membership and have a good reputation within the Association.

§ 2nd. The candidates for the position of President must meet the requirements established in § 3rd of Article 15.

Article 19. In the event of a vacancy in any position on the Board, except for the President, the Board may appoint a replacement until the next General Assembly.

Article 20. The Board of Directors is responsible for:

I – representing the Association, judicially and extrajudicially;

II – implementing the decisions of the General Assembly;

III – elaborating and submitting to the General Assembly, annually, a report on the activities of the Association and the respective financial statements;

IV – calling and setting the agenda for the General Assembly;

V – establishing committees or departments necessary for the development of associative activities.

Article 21. The President is the legal representative of the Association, representing it judicially and extrajudicially, and presides over the meetings of the General Assembly and the Board of Directors.

Article 22. In the absence or impediment of the President, the Vice-President will assume the functions of the President.

Article 23. The Secretary is responsible for drafting the minutes of the meetings of the General Assembly and the Board of Directors, maintaining an updated record of the members, and handling correspondence.

Article 24. The Treasurer is responsible for managing the financial resources of the Association, keeping accounts, and presenting financial statements to the General Assembly.

Article 25. The Board of Directors meets regularly and extraordinarily when convened by the President or by at least two of its members.

Article 26. The decisions of the Board of Directors are made by a simple majority vote, with the President having the casting vote in case of a tie.

Article 27. The Board members are liable for the damage they cause to the Association by acts contrary to law or these Bylaws.

Article 28. The President, Vice-President, Secretary, and Treasurer will be individually liable for the acts performed in the exercise of their functions.

Article 29. The Board of Directors may create committees or departments necessary for the development of associative activities, establishing their powers and duties.

Section IV

GENERAL ASSEMBLY

Article 30. The General Assembly is the highest deliberative body of the Association, composed of all members in full exercise of their rights.

Article 31. The General Assembly will be convened by the Board of Directors at least once a year, and it may be ordinary or extraordinary.

Article 32. The Ordinary General Assembly will meet within the first four months of each fiscal year, and its agenda will include:

I – the approval of the report and financial statements presented by the Board of Directors;

II – the election of the members of the Board of Directors, when applicable;

III – the appointment of the Board members, when applicable;

IV – the analysis and approval of the annual plan of activities and budget presented by the Board of Directors.

Article 33. The Extraordinary General Assembly will meet whenever necessary, at the request of the Board of Directors or by at least one-third of the members.

Article 34. The General Assembly will be chaired by the President of the Board of Directors, and in the absence or impediment of the President, by the Vice-President.

Article 35. Decisions of the General Assembly will be taken by a majority vote, except for the provisions of Article 37.

Article 36. The General Assembly may deliberate, on first call, with the presence of more than half of the members and, on second call, regardless of the number of attendees.

Article 37. Amendments to these Bylaws will only be approved by a two-thirds majority vote of the members present at the General Assembly.

Article 38. In the event of a tie in the vote, the President will have the casting vote.

Article 39. The decisions of the General Assembly will be recorded in the minutes, which will be signed by the President, the Secretary, and two members designated by the Assembly.

Article 40. The President of the Board of Directors may, with the consent of the majority of the members present at the General Assembly, call for a public assembly to decide on specific matters.

Article 41. The members of the Board of Directors may be removed from their positions by the General Assembly, by a two-thirds majority vote, in the event of proven negligence or misconduct.

Section V

ECONOMIC AND FINANCIAL RESOURCES

Article 42. The economic and financial resources of the Association come from:

I – membership fees;

II – donations and legacies;

III – subsidies and grants from public and private entities;

IV – income from associative activities;

V – other resources authorized by law.

Article 43. The financial year of the Association will coincide with the calendar year.

Article 44. The financial statements will be reviewed by an external auditor, designated by the General Assembly, and the result of this review will be submitted to the members.

Section VI

DISSOLUTION

Article 45. The Association can only be dissolved by a two-thirds majority vote of the members present at the General Assembly, specifically convened for this purpose.

Article 46. In the event of dissolution, the assets of the Association will be donated to another entity with similar purposes, as determined by the General Assembly.

Section VII

FINAL PROVISIONS

Article 47. The Board of Directors may propose amendments to these Bylaws, subject to approval by the General Assembly.

Article 48. The Association may not be used for purposes other than those set forth in these Bylaws.

Article 49. The cases not covered by these Bylaws will be resolved by the Board of Directors and submitted to the next General Assembly for ratification.

Article 50. These Bylaws will come into force on the date of their approval by the General Assembly.

Bragança Paulista, [date of approval].

[Signatures of the President, Secretary, and two members designated by the General Assembly]

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Note: The translation provided is a general translation and may not capture all legal nuances. It is advisable to consult with a legal professional for accurate interpretation and advice.