Estatuto 1/en

Chapter I – NAME, REGISTERED ADDRESS, DURATION…

NAME, MAIN OFFICE, DURATION AND CORPORATE PURPOSE

1. The Wikimedia Brasil Institute, established on (date), is a nonprofit legal entity of indefinite duration, with registered office at (address and zip code), (city), (state), Brasil.

2. The Institute's corporate purpose is to articulate, encourage, establish, promote, stimulate, develop and spread activities, workshops and projects aiming for the collaborative production and inclusive dissemination of free knowledge in the Portuguese or Native Brazilian languages.

3. The Institute might, in the pursuit of it's corporate purpose, make use of any means and activities permitted by law, especially:

a) Support and promote the development and dissemination of free content; b) Support and promote educational, social, cultural and artistic activities; c) Offer support, including financial, to nonprofit entities that develop projects and programs wich are compatible with the Institute's corporate purpose; d) Establish partnerships and other kinds of agreement, with public and private organizations, aiming the accomplishment of the Institute's corporate purpose; e) Promote, support and develop research within the Institute's field of activity; f) Promote, support and develop the various forms of intelectual, cultural and artistic expression, resorting on technical training, articles and the edition, using the Institute's own resources or through a third parties', of books, magazines or any other media suitable to help in the achievement of the Institute's corporate purpose; g) Stimulate volunteer activity within it's many areas; h) Promote ethics, peace, citizenship, human rights and other universal values, and to combat any form of religious, economic, sexual or racial discrimination; i) Promote and execute studies, research and development of new or alternative technologies, organize workshops and meetings relevant to the aforementioned activities.

4. The Institute will not distribute among it's members, counselors, directors, employees or donors any share or eventual surplus, dividend, bonus, profit - gross or net – that has resulted from its activities, and will fully invest such resources in the achievement of the Institute's corporate purpose.

5. The Institute will regard the principles of legality, impersonality, morality, publicity, economy and efficiency, and will not discriminate based on race, color, gender or religion.

6. To achieve its corporate purpose the Institute will directly carry out projects and programs, donate financial, human and physical assets or perform tasks to support other nonprofit organizations or governmental entities whose activities are related to those of the Institute.

7. The Institute will have a set of Internal rules, approved by General Assembly, which will regulate activities.

8. The Institute will be organized on two levels:

I- NATIONAL, working throughout the brazilian territory;

II- REGIONAL, working on specific areas determined by the Board of Directors, possibly under a new juristic person.

9. The Institute might create, transfer or terminate regional offices and chapters throughout the national territory, depending on proposal by the Board of Directors or the Executive Secretary, which will be voted by General Assembly.

10. Geographical limits might be changed by decision of the Board of Directors, once the General Assembly has been heard on the matter.

11. All levels will comply with this Statute and with other policies and regulations that may apply.

12. Regional levels might adopt regulations additional to those contained in this Statute, given that it does not generate conflict of rules and receives the regional Assembly's approval.

13. Regional offices are part of the Institute's juristic person, except those with their own juristic person.

14. Regional offices might acquire their own juristic person only when approved by General Assembly.

15. Regional offices with their own juristic person shall have their own Statute and regulations compliant to this Statute and additional guidelines.

Chapter II - CORPORATE VALUES

REGARDING CORPORATE VALUES

1. Among other principles, the Institute'sfundamental values are those of:

a)Freedom;

b)Accessibility and quality;

c)Independence;

d)Commitment to openness and diversity;

e)Transparency.

Chapter III – MEMBERS

REGARDING THE MEMBERS

1. The Institute is composed of an unlimited number of members, divided into the following categories :a)Founding members;

b)Active members;

c)Contributors;

d)Retired members;

e)Benefactors.

2. Founding members are natural persons, with no legal impediments, who have signed the Institute's foundation documents.

3. Active members are natural persons, with no legal impediments, who actively contribute to the creation and development of projects and to the accomplishment of the Institute's corporate purposes, as well as other individuals who might be hired.

4. Contributors are natural persons, or representatives of juristic persons who financially contribute to the Institute.

5. Retired members are those who, due to merit, period of collaboration or any other reason recognized by the General Assembly, receive financial contribution exemption, maintaining, however, the same cooperation status as contributors.

6. Benefactors are those members whose work has been deemed important to the achievement of the Institution's purpose, according to the General Assembly's evaluation.

7. Members, regardless of their category, are not accountable, individually or collectively, for the Institute's responsibilities nor the Executive Director's actions.

8. Members have the right to:

I- elect and be elected for office at the Institute;

II- participate and vote in General Assemblies;

III- participate in all membership activities;

IV- propose the creation of work groups and commissions, as well as to participate in them, when designated to perform those activities;

V- submit suggestions and request information and elucidation regarding the Institute's activities and financial management;

VI-organize regional chapters, under the stipulations contained in this Statute;

9. Members have the responsibility to:

I- abide by the Institute's Statute, policies and any additional regulations;

II- contribute to the achievement of the Institute's corporate purpose and to protect its name and reputation;

III- participate in activities and management, performing the duties to which they were elected or designated;

IV- pay the annual fee; and

V- keep updated personal information.

10. Causing material or moral injuries to the Institute constitutes serious violations which are grounds for expulsion.

11. Termination of membership will happen upon the event of:

I- the incorporation being terminated;

II- death of the associate;

III- irreversible civil incapacity;

IV- the statute's requirements for admittance and permanence

V- member's own request for exclusion.

12. Termination of membership will be decided by the plurality of votes, in a General Assembly summoned specifically for this purpose.

13. The associates whose membership are terminated can submit, within 7 days from exclusion by General Assembly, a formal defense to the Executive Director.

14. If the exclusion is sustained, the member has the right to appeal, within 7 days, by sending a petition to the Executive Secretary, who will summon a General Assembly to give the matter a final decision, according to Statute.

15. No member will be prevented from exercising rights or legitimately appointed offices, except due to law or instruction contained in this Statute.

Chapter IV – MANAGEMENT

REGARDING THE MANAGEMENT

1. The management of the Institute will be exercised by the following departments:

I. General Assembly

II. Board of Directors

III. Executive Secretariat

IV. Tax Counsel

Section I- GENERAL ASSEMBLY

2. The General Meeting is the ultimate department within the Institute, and will be composed of associates whose rights do not have restrictions.

3. Associates might be represented by other associates in General Meeting, by proxy specifically for this purpose.

4. General Meeting will take place, ordinarily, once a year to:

I- elect and dismiss members of the Board of Directors, Audit Committee and Executive Committee;

II- analyze the financial statement submitted by the Executive Coordinator;

III- analyze the Annual Plan submitted by the Board of Directors;

IV- discuss and ratify the financial statement approved by the Audit Committee;

V- vote changes to the Bylaws;

VI- discuss and vote the suitability of acts that may result in transaction or renunciation of rights, incurrence of obligations, guaranteeing debts, selling, buying, exchanging, donating, loaning or mortgaging real estate or other properties and which implicates a total value equal or superior to the one stipulated in the Internal Policies;

VII- Discuss the termination of the Institute and determine the destination of its patrimony, according to the Bylaws's stipulations;

5. Associates with no membership restrictions will vote at General Meeting to elect associates to the Institute's offices, who will assume their post within 15 days.

6. The General Meeting will take place, extraordinarily, when requested:

I – by the Executive Coordinator;

II- by the Board of Directors;

III – by the Audit Committee;

IV – by request of 2/3 of the associates with no membership restrictions.

7. The General Meeting will by summoned by proclamation fastened on the main office's noticeboard and published in local newspapers or other adequate means, at least 30 days in advance. This notice must specify the date, time, place and program of the meeting, which might take place in virtual environment.

8. Any General Meeting will be held, on first call, upon attendance of the majority of associates, and on second call, which will take place a half hour later, upon attendance of any number of associates.

9. The associates present at the General Meeting will choose, among their peers, the chairman of the Meeting to conduct the discussions, and he will choose the secretary of the Meeting.

10. Resolutions will be passed by plurality of votes among the associates present, given that all exceptions stipulated in the Bylaws are respected. In the occasion of a tie, the chairman of the Meeting will have the casting vote.

11. The Institute will adopt necessary and adequate administrative procedures in order to discourage, individual and collectively, any kind of personal profit or benefit derived of participation in the decisory process (Law number 9790/99).

SECTION II – Board of Directors

12. The Board of Directors is the Institute's national administrative department.

13. The Board of Directors will be composed of at least four (4) and at most seven (7) members, elected for a 4-year term office, with the possibility of successive reelections, and will convene when summoned by its President or, in his absence, by suggestion of the Executive Secretary.

14. The members will nominate, at the General Assembly, upstanding knowledgeable people who acknowledgedly have abilities compatible with those necessary to be elected a member of the Board of Directors.

15. Members of the Board of Directors will elect, by plurality of votes, their President, who will be responsible for coordinating tasks.

16. Resolutions and statements by the Board of Directors require only the plurality of votes. The casting vote will be given by the Board's President.

17. The Board of Directors will be responsible for:

I- nominating candidates for the Executive Secretariat office, to be voted by General Assembly.

II- instructing the Executive Secretary on matters related to the Institute and it's activities;

III- proposing policies and suggesting activities and programs related to the Institute and it's corporate purpose;

IV- approving the Annual Plan;

V- creating internal policies;

VI- analyzing the financial report submitted by the Executive Secretary;

VII- analyzing the financial statement ratified by the Tax Counsel;

VIII- discuss and vote the suitability of acts that may result in transaction or renunciation of rights, incurrence of obligations, guaranteeing debts, selling, buying, exchanging, donating, loaning or mortgaging real estate or other properties and which implicates a total value equal or superior to the one stipulated in the Internal Policies;

IX- summon the General Assembly for an extraordinary session.

Section III - Executive Committee

18. The Executive Committee is in charge of the coordination of all the Institute´s activities. Such Board shall be constituted of at least one Executive Coordinator, of age, who may count with the support of a team, for the compliance with the programs thereof.

19. Aiming at making the Institute´s actions more flexible and operational the Chairman of the Board of Directors may assume the interim position of Executive Coordinator.

20. Once the name of the Executive Coordinator, appointed by the Board of Directors, is approved in a General Meeting his/her office shall be valid for two (2) years, and consecutive reelections shall be hereby permitted.

21. It shall be incumbent upon the Executive Coordinator:

I - represent the Institute in Court or out of Court; II – comply with and cause these Bylaws and Internal Regulation to be complied with; III – coordinate and direct the Institute´s activities; IV – elaborate and submit to the Board of Directors the Budget and the Proposal of the Annual Program; V – submit to the Board of Directors reports of activities and accounting statements of the projects every half-year; and further submit the opinions issued by the Independent Auditors or Audit Committee, if any, on the half-year balance sheets and the annual balance sheet of the Institute; VI – enter into agreements and proceed with the registry of the Institute with institutions or organizations; VII – represent the Institute in events, campaigns, meetings, and other activities in the Institute´s interest; VIII - hire, appoint, license, suspend and dismiss administrative employees and technicians of the Institute as well as determine their duties and salaries; IX – propose changes and amendments to these Bylaws to the Board of of Directors; X – propose to the Board of of Directors the consolidation, merger and dissolution of the Institute in compliance with these Bylaws as to its net assets; XI – collect and record the associate ´s contributions, proceeds, allowances and donations, maintaining the Institute´s accounting records update; XII - pay the Institute´s accounts payable; XIII – submit report of activities, income and expenses, whenever requested by the General Meeting; XIV – submit the Institute´s accounting records to the Audit Committee, including the financial and accounting performance and reports of the equity operations carried out; XV – call Special General Meetings; XVI – Grant power of attorney for the special purposes of the Institute, under the terms of its Bylaws; XVII – practice any and all duties attached to the position and not expressly provided for herein.

22. The Institute shall only be bound by agreements, obligations´ performances, assumption of rights, obligations as plaintiff or defendant, in Court or out of Court, of whatever nature, upon signature of: (i) the Executive Coordinator or; (ii) the attorney in fact with specific powers, constituted under the terms of these Bylaws.

23. The powers of attorney granted by the Institute shall be executed by the Executive Coordinator. The powers granted by such powers of attorney shall be expressly mentioned and shall include the validity period, except those granted for judicial purposes, which shall be valid for an undetermined period of time.

24. It is hereby prohibited to any member of the Board of Directors or any associate to practice any and all forbearance on behalf of the Institute.

25. The Institute may, provided that previously approved in a General Meeting, compensate the Executive Coordinator with due regard to the amounts practiced by the market in the region where he/she exercises his/her duties.

26. The Executive Coordinator may appoint local volunteers of the Institute to represent the Association in local events, voluntary and community organizations, bodies and private and public companies, whether Federal, State or Municipal, in observance to the commercial, financial and administrative duties delegated by the Chairman of the Board of Directors to the Executive Coordinator.

SECTION IV- Tax Counsel

27. If the Institute does not hire external auditing, the Tax Counsel will be convened, and it's members called, or, if necessary, the plurality at the General Assembly.

28. The Tax Counsel, if convened, will be composed of 3 members nominated by the General Assembly.

29. The Tax Counsel's office term will coincide with the Board of Director's office term.

30. When convened, the Tax Counsel will supervise the Institute's bookkeeping.

31. It is the Tax Counsel's, or the External Auditor's duty to:

I- analyze the Institute's account books;

II- submit their reports regarding account balances, financial statements and bookkeeping on complete financial operations, sending their reports to the Institute's administrative departments;

III- request, at any time, documents and other evidentiary support to the financial operations carried by the Institute;

IV- hire and follow the work of independent external auditors;

V- attend, when summoned, the General Assemblies, to give any necessary elucidation regarding their reports;

VI- summon the General Assembly for an extraordinary session;

VII- submit their opinion regarding the termination of the Institute.

32. The Tax Counsel will ordinarily convene every 12 months and, extraordinarily, whenever it is deemed necessary.

33. The President of the Tax Counsel will be elected by plurality of votes, and will be in charge of coordinating tasks.

34. The Tax Counsel will decide by plurality of votes. In the event of a tie, the casting vote will be given by the Tax Counsel's President.

CHAPTER V – FINANCIAL RESOURCES

REGARDING FINANCIAL RESOURCES

1. The resources necessary to maintain the Institute might be obtained by:

I- Partnerships, cooperation and contracts signed with the Government to support projects in the Institute's area of activity;

II- contracts and deals signed with companies and national or international agencies;

III- Donations, legacies and inheritances;

IV- Profit resultant of employment of capital and other financial transactions related to the patrimony under the Institute's administration;

V- Member's fee;

VI- Copyright proceeds;

VII- Income generated by activities related to the Institute's corporate purpose;

VIII- Other income, including those generated by activities intended to generate resources to the Institute, their results being necessarily converted, entirely, to the achievement of the Institute's corporate purpose.

2. The Board of Directors might reject donations and legacies which are tied to obligations or restrictions of any kind, or by any aspect are contrary to Law or offensive to the Institute's purpose and values.

CHAPTER VI- CORPORATE ASSETS AND THEIR DESTINATION

REGARDING THE CORPORATE ASSETS AND THEIR DESTINATION

1. The Institute's assets will be composed of real estate, chattel, motor vehicles, livestock, stock and public bonds.

2. All patrimony and income must be destined to the achievement of the Institute's corporate purpose, prohibited the distribution of any portion of it among founders, members, benefactors, directors or any other natural or juristic person, except for expenses and investments necessary to maintain the Institute's activities.

3. In the event of termination of the Institute, its patrimony will be transferred to another legal entity in conformity with Law number 9790/99 specifications, preferably one with the same Corporate Purposes.

4. The institutions granted with this patrimony will not be allowed to distribute profit, surpluses, or any other related benefit among their members and directors.

Chapter VII – Financial Reports

REGARDING FINANCIAL REPORTS

1. The Institute's bookkeeping will observe, at least:

I- Basic accounting principles and brazilian Accounting Regulations;

II- publishing, using any means effective, by the end of fiscal year, the financial statement and report, including declarations of nonexistence of debit issued by governmental agencies. All this information must be made available for public viewing.

III- auditing, including, if necessary, by independent external auditors, of the destination and usage of resources subjected to a partnership agreement, as stipulated by policy;

IV- bookkeeping and financial reports will be done according to the sole clause of article 70 of the Federal Constitution.

CHAPTER VIII- FINAL DISPOSITIONS

FINAL PROVISIONS

1. The Institute´s fiscal year shall commence on January 1st and end on December 31st of each calendar year. After the closing of the fiscal year, the Executive Coordinator shall elaborate the corporate balance sheet and the accounting statements to be submitted to the General Meeting.

2. The dissolution of the Institute shall only be possible by means of a decision issued by the General Meeting specially called to resolve on this matter. Such resolution shall be approved by two-thirds of the Institute´s associates.

3. These Bylaws may be amended at any time, by decision of the associate´s majority quorum in a General Meeting, specially called for this purpose and the same shall be effective on the date of its registry with the Registry Office.

4. The Executive Coordinator and the Board of Directors shall not be either primarily nor secondarily liable for the obligations assumed by the Institute, except if they act in excess of mandate or against Law.

5. The associate who withdraws or is excluded from the Institute shall not be entitled to restitution or reimbursement of any contributions or donations made by him/her to the Institute, assets of which the associates have no interest in.

6. The individuals or legal entities that shall contribute with the Institute with donations of any other type of pecuniary contribution shall also expressly waive, upon the execution of the donation or contribution thereto, for themselves and their heirs and successors, to any kind of reimbursement, even in case of winding up or liquidation of the Institute.

7. The cases of omission shall be resolved by the Board of Directors and countersigned by the General Meeting.

Name : Executive Coordinator or Chairman of the Board of Directors (Authorized Representative).