BY-LAWS

See here the complete CCBC By-laws

By-laws

Summary

CHAPTER I – NAME, LEGAL NATURE, HEADQUARTERS, DURATION, AND PURPOSES

Article 1 – The Chamber of Commerce Brazil-Canada (“Chamber”) is a non-economic association governed by these By-Laws and applicable law.

Article 2 – The seat and venue of the Chamber are in the City of São Paulo, Capital of the State of São Paulo, Brazil, at Rua do Rocio, nº 220, conjuntos 31, 32, 51, 52, 121, 122, 132, Vila Olímpia, postal code 04552-000.

Article 3 – The Chamber has an indefinite term, and its corporate purposes, based on the mutual interest between Brazil and Canada, comprise the following:

(a) promote the development of trade and industrial relations and technological exchange between Canada and Brazil;

(b) encourage the initiatives and support the promotions that facilitate cultural and technological exchange between Brazil and Canada;

(c) represent and support the legitimate views, purposes and opinions of the Chamber members vis-à-vis Brazilian and Canadian authorities;

(d) provide Chamber members with support for the promotion of their commercial, industrial, and development interests in their relations with Brazil and Canada;

(e) mutually develop and maintain the social, cultural, economic, commercial, and industrial image of the two countries;

(f) gather, publish, and disclose commercial, industrial, and economic data as well as any and all information that relates to such relationships and that may be of interest to its members;

(g) cooperate with other Chambers of Commerce and similar entities in supporting the development of international business;

(h) promote and perform all acts inherent to and consistent with its purposes, as well as carry out any activities related thereto;

(i) provide services to third parties, whether members or not, inherent to its corporate purpose and in the manner established by the Executive Council;

(j) assign space for activities related to the focus of the Chamber. and

(k) participate as a partner, shareholder, or member in other entities whose purpose is related or complementary to the Chamber’s corporate purposes.

Sole Paragraph – In its corporate purposes, it is also incumbent upon the Chamber — especially through its Center for Arbitration and Mediation (“CAM-CCBC”) — to administer arbitration proceedings, mediation procedures, or other methods of dispute resolution. The CAM-CCBC is a special body of the Chamber with independent management to administer the aforementioned procedures.

CHAPTER II – MEMBERS AND HONORARY MEMBERS

Article 4 – Anyone can participate in the administrative staff of the Chamber, whether an individual or a legal entity, Brazilian or foreign, who is willing to contribute to the attainment of its objectives, subject to the conditions of admission and classification established in these By-Laws and in the Chamber’s Internal Rules.

§ 1º – No member is individually, jointly, or severally liable for the obligations of the Chamber.

§ 2º – Legal entities shall be represented in the Chamber by persons expressly appointed by such entities, up to a maximum of five (5) representatives (“legal-entity member representatives”).

Article 5 – There are two (2) categories of Chamber members:

(a) full and active members, with mutual objectives, or objectives that are convergent with those of the Chamber, with a legitimate interest and capability to be involved and contribute financially to the promotion of the Chamber’s activities (“Members”); and

(b) members who have provided relevant services in benefit of relations between Brazil and Canada, at the discretion of the Executive Council (“Honorary Members”).

Article 6 – Members and Honorary Members are entitled:

(a) to attend General Meetings;

(b) to vote and speak at General Meetings (subject to the provisions of paragraphs 1, 2 and 3 below), as well as run for any elected office at the Chamber, as provided for in these By-Laws;

(c) to participate in the activities promoted by the Chamber, as well as attend and use the Chamber’s premises, subject (as determined by the Executive Council) to the payment of ad hoc contribution or other fee(s) charged by the Chamber for participation in an event or use of the Chamber’s facilities, as detailed in the Chamber’s Internal Rules.

(d) to propose — to the Chamber and its administrative bodies — any measure for the fulfillment of the Chamber’s purposes;

(e) to propose the admission and/or to express opposition to the admission of new members, whose admission processes shall be evaluated and decided solely by the Executive Council, observing the provisions of these By-Laws and the Chamber’s Internal Rules; and

(f) withdraw from the Chamber, subject to the provisions of these By-Laws and the Chamber’s Internal Rules;

§ 1 – The right to vote at General Meetings shall be acquired after the respective Member completes one (1) year of membership in the Chamber.

§ 2 – The right to run for any elected office at the Chamber shall be acquired after the respective Member completes two (2) consecutive years of membership in the Chamber. For the elective positions on the CAM-CCBC, the right to run for office can also be acquired after two (2) consecutive years at the positions of President or Vice-President of CAM-CCBC.

§ 3 – Honorary Members shall have the right to vote at General Meeting and to run for office on the Chamber’s Advisory Council as from the date on which they acquire the status of “Honorary Member.” No Honorary Member may hold a position on the Council of the Chamber or the Executive Board.

§ 4 – Subject the requirements set forth in paragraphs 1, 2, and 3 above, the election of representatives of legal-entity members to the Chamber’s management positions is allowed. If such representative resigns from the legal-entity member and immediately afterwards joins the Chamber as an individual (natural person) member, or as a representative of another legal-entity member, the time of membership of the previous legal entity shall be computed in the requirement period set forth in paragraph 2 above.

§ 5 – To be eligible for any office in the Chamber’s bodies and the CAM-CCBC, the member must (i) be a member of the Chamber and be in good standing with regard to all obligations; (ii) have widely known knowledge in the area of activity, proven by the member’s academic title or experience; (iii) have moral uprightness, proven by the member’s public and private conduct in line with the ethical principles and moral standards socially required for the position; and (iv) have an unblemished reputation, proven by the broad-based social recognition of the member’s moral uprightness, whose procedure shall be detailed in the Chamber’s Internal Rules.

Article 7 – The duties of Members and Honorary Members are:

(a) to comply with the rules of these By-Laws, the Chamber’s Internal Rules, and applicable law;

(b) to keep its registration information up-to-date with the Chamber;

(d) to treat all and any information obtained and related to the Chamber as confidential, not sharing with third parties any information obtained as a result of the performance of the Chamber’s activities, unless otherwise instructed;

(e) to act in compliance with any possible ethics and integrity programs carried out by the Chamber; and

(f) to ensure the Chamber’s good name and good reputation.

Sole Paragraph – In addition to the obligations mentioned in the introductory clause above, Members must also promptly pay the membership dues and any extraordinary contributions that may be owed, under the terms of these By-Laws and the Chamber’s Internal Rules, where applicable; failure to punctually fulfill the aforementioned monetary obligations shall result in the suspension of the respective Member’s voting rights until effective payment of past-due amounts, and automatic exclusion from the Chamber after sixty (60) days in default.

CHAPTER III – ADMISSION, RESIGNATION, EXCLUSION AND CONTRIBUTIONS OF MEMBERS AND HONORARY MEMBERS

Article 8 – Admission of new Members shall be decided according to a specific application form (the template of which shall be provided by the Chamber) to be completed and signed by the respective applicant, or legal representative thereof, as the case may be.

§ 1 – The following objective criteria shall be observed for the admission and ongoing membership of Members: be an individual or legal entity with objectives that are mutual or convergent with those of the Chamber and with a legitimate interest and capacity to contribute toward promoting the Chamber’s activities.

§ 2 – In addition to the objective criteria mentioned in paragraph 1 above, the Member must always comply with the following requirements:

(a) in the case of legal entities, keep its legally required documents, authorizations and records in good standing;

(b) not have been convicted of any offense of a criminal, financial, competition, corruption-related, or any other nature; and

(c) abide by and fully follow these By-Laws, the Chamber’s Internal Rules and the Chamber’s ethics and compliance programs and any and all other documents and regulations of the Chamber.

Article 9 – The application for admission of a Member shall be considered accepted by the Chamber if it is approved by the Executive Board, by email or by any other written means; however, the respective decision must be ratified at the next meeting of the Executive Council and formalized in the meeting minutes, subject to the provisions of the paragraphs below.

§ 1 – In the event of a negative decision regarding the applicant’s admission as Member of the Chamber, the reasons that determined such negative decision shall be formalized in writing by the members of the Executive Council and subsequently included in the respective meeting minutes, as the case may be. Within a period of fifteen (15) days after the date of the decision made by the members of the Executive Council pursuant to the introductory clause of Article 9, above, notice must be sent to the interested party in this respect, by any means that allows proof of the dates of sending and receipt of such notification, preferably by email.

§ 2 – The interested party whose admission was denied may — within a period of fifteen (15) days after receiving the notice referred to in paragraph 1, above — file an appeal with the Executive Council, which must contain information and documents that provide arguments to modify the reasons that determined the negative decision. The Executive Council shall review the appeal and decide by simple majority of those present, in a meeting specially convened for such purpose, within sixty (60) days from the filing of the appeal by the respective applicant. The respective decision and reasons shall be formalized in writing and included in the minutes of the meeting of the Executive Council and be notified in writing to the applicant by any means that allows proof of the dates of sending and receipt of such notice, preferably by email, no later than fifteen (15) days after the date of the said meeting.

Article 10 – The title of Honorary Member shall be granted by the Executive Council to new members or to Members under the terms of these By-Laws. The Executive Council shall, every two (2) financial years, ratify the status of members in the quality of Honorary Members.

§ 1 – The following objective criteria shall be observed by the Executive Council for granting the title of Honorary Member:

(a) be an Ambassador or Consul-General of Canada in Brazil; or

(b) be an individual or legal entity that has provided relevant services for the benefit of relations between Brazil and Canada, at the discretion of the Executive Council.

§ 2 – In addition to the objective criteria mentioned in paragraph 1, above, the Honorary Member shall always fulfill the following requirements:

(a) in the case of legal entities, keep its legally required documents, authorizations and records in good standing;

(b) not have been convicted of any offense of a criminal, financial, competitive, corruption-related, or any other nature; and

Article 11 – Any member may, at any time, by means of a simple written notice to the Executive Council, withdraw from the Chamber, immediately ceasing its membership status, subject to the terms of the Chamber’s Internal Rules.

Article 12 – The exclusion of any member shall be admissible if such exclusion is ‘for cause,’ under the terms of this Article. The following shall be understood as acts of the member’s exclusion ‘for cause’:

(a) maintain any activity that conflicts with the objectives of the Chamber, at the discretion of the Executive Council;

(b) failure to maintain the objective criteria for admission to and ongoing membership in the Chamber established in these By-Laws;

(c) violate any provisions of the law, these By-Laws, the provisions of the Chamber’s Internal Rules, the Chamber’s ethics and integrity (“compliance”) program, or any documents or regulations of the Chamber;

(d) perform any acts with the potential to cause material, moral and/or reputational damage to the Chamber and/or its members, councilors and/or officers and/or third-party service providers; or

(e) request (or have a request filed against it for) dissolution, bankruptcy, or court/court-ordered reorganization.

§ 1 – The proposal for exclusion may be presented by: (i) a member of the Advisory Council; (ii) a member of the Executive Council; (iii) an Officer; or (iv) two members jointly.

§ 2 – The act of exclusion of any member shall be carried out by decision of the Executive Council, in a meeting convened especially for this purpose, within ten (10) days from the receipt of the exclusion proposal referred to in paragraph 1, above, through express mention in the minutes of the meeting in which the respective exclusion was evaluated, specifying the reasons that determined the exclusion of such member. Within fifteen (15) days after the date of such meeting, notice shall be sent to the member, by any means that allows proof of the dates of sending and receipt of the notification, preferably by email.

§ 3 – Any member who had its exclusion decreed under the terms of the foregoing paragraphs may — within a period of fifteen (15) days after receiving the notice pursuant to paragraph 2, above — file an appeal with the Executive Council, without any suspensive effect, which shall contain information and documents that provide arguments to modify the reasons that determined the exclusion thereof.

§ 4 – The Executive Council shall review the appeal and decide by simple majority of those present, at a meeting convened especially for such purpose, under the terms and within the time limits established in the Chamber’s Internal Rules. The decision and reasons shall be included in the minutes of the meeting of the Executive Council and be communicated in writing to the member within fifteen (15) days after the date of the meeting, by any means that allows proof of the dates of sending and receipt of such notice, preferably by email.

Article 13 – The contributions (membership dues) of the Members shall be defined by the Executive Council according to economic relevance, the Member’s interest in the Chamber’s business, the objectives of the Chamber, and the list of services to be offered by the Chamber to the Member, as detailed and set forth in the Chamber’s Internal Rules.

CHAPTER IV – CHAMBER BODIES

Article 14 – The following are bodies of the Chamber:

(a) General Meeting;

(b) Advisory Council;

(d) Executive Board

GENERAL MEETINGS OF MEMBERS

Article 15 – Members shall meet at an annual general meeting to be held during the first four months of each year, and in an extraordinary general meeting whenever deemed necessary (“General Meeting”).

§ 1 – Members may be represented by another member, by means of a power of attorney to be submitted to the General Meeting at least forty-eight (48) hours in advance of the scheduled date thereof, pursuant to the respective Call to Meeting, with specific powers of representation at the General Meeting, and a signed copy of the member’s voting instructions for the specific matters on the agenda of the respective General Meeting must also be submitted at the General Meeting by the respective attorney-in-fact. The power of attorney may not have a period of validity that goes beyond the date of the General Meeting in question, and no member may represent more than three (3) members at the same General Meeting.

§ 2 – Pursuant to the terms of Article 6, paragraph 1 of these By-Laws, each member shall be entitled to one vote at General Meetings.

§ 3 – The General Meetings shall be chaired by the President of the Council or their legal substitute, who shall choose the meeting secretary.

Article 16 – The General Meetings shall be convened by the President of the Executive Council at least fifteen (15) days in advance, through: (a) a Call to Meeting published at the Chamber’s headquarters and website; and (b) an email addressed to members and members’ representatives.

§ 1 – Extraordinary General Meetings may also be called: (i) by at least 1/5 (one fifth) of the members; or (ii) by the majority of the members of the Executive Council.

§ 2 – The Call to Meeting for the General Meetings must mention at least the date, time of day for the first call and second call (which must have an interval of no less than fifteen (15) minutes between the calls), the place, and the agenda of the General Meeting, and must contain any relevant and supporting documents for the matters that will be the object of deliberation and/or resolution.

Article 17 – As a general rule, the General Meetings shall be installed, upon first call, with more than half of the members of the Chamber and, upon second call, with any number of members.

Sole Paragraph – The General Meetings called for the election and removal of the members of the Advisory Council and the Executive Council, as well as for the removal of the members of the Executive Board, shall be installed, upon first call, with at least 2/3 (two thirds) of the members of the Chamber and, upon second call, with any number of members.

Article 18 – As a general rule, decisions shall be made by the majority of votes of the members present and recorded in the minutes of the meeting; the president of the General Meeting shall have the tie-breaking vote whenever necessary. All minutes of the General Meeting must be registered with the competent notary office.

Sole Paragraph – In the case of General Meetings called for the election and/or removal of the members of the Advisory Council and the Executive Council, as well as the removal of members of the Executive Board, the decisions of the members shall be made by the votes of at least 85% (eighty-five percent) of the members present at the General Meeting.

Article 19 – The General Meetings shall be held at the Chamber headquarters and/or by online means that allow for the participation of the members; General Meetings may also be held in the hybrid model, i.e., in person at the Chamber headquarters and by online means. The online platform and the link to the respective online or hybrid General Meeting shall be made available and informed to members in advance, in the Call to Meeting.

Article 20 – It is incumbent upon the General Meeting to:

(a) review the financial and activity reports of the previous financial year; take cognizance of and deliberate on the annual reports, accounts and budgets of the Chamber and CAM-CCBC, after consideration and approval by the Executive Council;

(b) elect and remove members of the Advisory Council and the Executive Council;

(d) elect the members of the Executive Board while the Executive Council is not in place;

(e) remove members of the Executive Board;

(f) amend the Chamber’s By-Laws;

(g) approve and/or amend the Chamber’s Internal Rules while the Executive Council is not in place; and

(h) change the CAM-CCBC

ADVISORY COUNCIL OF THE CHAMBER

Article 21 – The Chamber’s Advisory Council shall have consultative, strategic advisory, and supporting functions vis-à-vis the General Meeting and the administrative bodies of the Chamber, and may, for such purposes, issue opinions, recommendations, proposals or instructions/guidelines to the General Meeting and the administrative bodies regarding any matters that are put up for discussion (“Advisory Council”).

Sole Paragraph – The members of the Advisory Council shall not have any management powers in the Chamber or any capacity to bind the Chamber in business dealings, contracts, or any obligation with third parties in general.

Article 22 – The Advisory Council shall be composed of no fewer than seven (7) and no more than 25 (twenty-five) Members and/or Honorary Members who have notable importance in Brazil-Canada relations, all elected and removed by the General Meeting.

§ 1 – The members of the Advisory Council shall be elected through slates organized by the members, as set forth in the Chamber’s Internal Rules. The term of office of the elected members of the Advisory Council shall be two (2) years, and reelection is allowed.

§ 2 – Any elected member of the Advisory Council who, during the period of their respective term of office, loses the status of Chamber Member, or representative of a legal-entity Member that is no longer a Chamber member, shall automatically be removed from office, and such office shall then be declared vacant.

§ 3 – The Advisory Council elected member position declared definitively vacant shall be filled by vote at the first General Meeting to be held after the occurrence of the event; however, the Advisory Council, if it deems suitable, may temporarily fill such position, through a meeting called especially for this purpose. In any case, the substitute member of the Advisory Council shall only serve the original term of office of the respective replaced member.

Article 23 – Among the members of the Advisory Council, one shall be designated President and another Vice-President, by vote of most of the members of the Advisory Council present at the first meeting to be held after the General Meeting that elects the members of the Advisory Council.

§ 1 – In case of absence or temporary impediment of the Advisory Council President, they shall be replaced by the Advisory Council Vice-President.

§ 2 – In the event of vacancy in the position of President or Vice-President of the Advisory Council, the Advisory Council shall meet within a period of no more than fifteen (15) days from the occurrence of the event to elect a new President or Vice-President (as the case may be) from among the members of the Advisory Council.

Article 24 – The Advisory Council shall meet at least once every six months, and, on an extraordinary basis, whenever there is a need for advice on urgent or unforeseen matters the Chamber. The meetings shall be held in person, at the place indicated in the Call to Meeting sent via email, or online, or in the hybrid model, i.e., in person and by online means, and the online platform and the link to the respective meeting shall be made available and informed to the members of the Advisory Council in the respective Call to Meeting sent via email, as set forth in article 25 below.

Article 25 – The ordinary and extraordinary meetings of the Advisory Council shall be called via email, at least ten (10) days in advance: (i) by the President of the Advisory Council; or (ii) by the majority of the members of the Advisory Council; or (iii) by the majority of the members of the Executive Council; or (iv) by at least 1/5 (one fifth) of Chamber Members.

§ 1 – The call to meetings of the Advisory Council via email shall be sent to all members of the Advisory Council and shall mention, at least, the day and time on the first and second call (which must have an interval of no less than fifteen (15) minutes between the calls), the place and agenda of the meeting, and shall contain any relevant and supporting documents for the matters to be discussed.

§ 2 – Only the members of the Advisory Council shall participate in the meetings, except when such meetings are called: (i) by the Executive Council, when, in such case, the Advisory Council members can participate; or (ii) by at least 1/5 (one fifth) of the Chamber’s members, when, then, the Chamber members may participate.

§ 3 – Advisory Council members may invite and/or request that any person with ties to the Chamber (including but not limited to, the members of the Executive Council, for example) attend the ordinary or extraordinary meetings of the Advisory Council, provided that the name of such persons expressly appear in the call to meeting sent via email as set forth in this Article 25.

Article 26 – The meetings of the Advisory Council shall be installed, upon first call, with the presence of at least more than half of the Advisory Council members and, upon second call, with any number of the Advisory Council members.

§ 1 – Members of the Advisory Council unable to attend meetings may not be represented by another member of the Advisory Council, and must be considered absent from such meeting for all purposes.

§ 2 – The meetings of the Advisory Council shall be steered and chaired by the Advisory Council President, who must appoint a meeting secretary from among those present. In the absence of the Advisory Council President, the meetings shall be steered and chaired by the Vice-President of the Advisory Council and, in the absence of both, by a member of the Advisory Council chosen from among those present.

§ 3 – The deliberations of the Advisory Council for the issuance of opinions, recommendations, proposals, or instructions/guidelines to the General Meeting or to the administrative bodies shall be made by majority vote of those present and recorded in the minutes of the meeting, and the President of the Advisory Council shall have the tie-breaking vote whenever necessary. The minutes of the Advisory Council meeting need not be registered with the competent notary office.

Article 27 – In addition to the other roles and responsibilities contained in these By-Laws, it is incumbent upon the Advisory Council to:

(a) ensure the Chamber’s corporate objectives are achieved;

(b) protect and preserve the Chamber’s image, reputation, equity, investment, and other assets;

(d) opine on matters presented by the General Meeting or by the Executive Council; or

(e) propose the exclusion of any member, for review and decision by the Executive Council.

THE EXECUTIVE COUNCIL

Article 28 – The Executive Council shall have an executive function, and shall establish the guidelines and policies for managing the Chamber’s business and oversee the activities of the Executive Board (“Executive Council”).

Article 29 – The Executive Council shall be composed of no fewer than five (5) and no more than seven (7) members called councilors, all of whom are elected and removed by the General Meeting.

§ 1 – The members of the Executive Council shall be elected through slates organized by the CCBC Members, as provided for in the Chamber’s Internal Rules.

§ 2 – The term of office of the elected councilors shall be two (2) years, and reelection is allowed.

§ 3 – Any elected councilor who, during the period of their respective term of office, loses the status of Chamber Member, or representative of a legal-entity Member that is no longer a Chamber Member, shall automatically be removed from office, and such office shall then be declared vacant.

§ 4 – The elected councilor position declared definitively vacant shall be filled by vote at the first General Meeting to be held after the occurrence of the event. The substitute councilor shall only fulfill the term of office of the respective replaced member.

Article 30 – Among the councilors nominated by the slates organized by the Chamber Members referred to in Article 29, Paragraph 1, above, one of them shall necessarily be designated by the Chamber Members that make up the slate as “President” and another “Vice-President” of the Executive Council.

§ 1 – Each Member may be appointed President of the Executive Council for only two (2) terms, whether consecutive or not, and may not be elected to the position after this period.

§ 2 – In case of absence or temporary obstacle of the President of the Executive Council, they shall be replaced by the Vice-President of the Executive Council.

§ 3 – In the event of vacancy in the position of President or Vice-President of the Executive Council, the Executive Council shall meet within a maximum period of fifteen (15) days after the occurrence of the event in order to elect a new President or Vice-President (as the case may be) from among the councilors.

Article 31 – The Executive Council shall meet, on an ordinary basis, six (6) times a year and, on an extraordinary basis, whenever the interests of the Chamber so require, either in person, at the place indicated in the call to meeting, or online; meetings may also be in the hybrid model, i.e., both in person and by online means, with the online platform and the link to the respective meeting being made available and informed to the councilors in the respective call to meeting sent via email, as set forth in this Article 31.

§ 1 – The ordinary and extraordinary meetings of the Executive Council shall be called, by email, at least ten (10) days in advance: (i) by the President of the Executive Council; or (ii) by more than half of the councilors.

§ 2 – The email that contains the call to meetings of the Executive Council shall be sent to all members of the Executive Council; the email must mention at least the date and time of the first and second calls (which must have an interval of no less than fifteen (15) minutes between them), the place, and agenda of the meeting, and must contain any relevant and supporting documents for the matters that will be the object of deliberation.

§ 3 – The members of the Executive Council may invite and/or request that any persons with ties to the Chamber attend the ordinary or extraordinary meetings of the Executive Council, provided that the name of such persons is expressly included in the call to meeting sent via email, as set forth in this Article 31.

Article 32 – As a general rule, the meetings of the Executive Council shall be installed, upon first call, with the presence of at least more than half of the councilors and, upon second call, with any number of councilors.

§ 1 – The meetings of the Executive Council called in order to elect officers shall be installed, upon first call, with at least 2/3 (two thirds) of the councilors and, upon second call, with any number of councilors.

§ 2 – Members of the Executive Council who are unable to attend meetings cannot be represented by another councilor, and shall be considered absent from such meeting, for all purposes.

§ 3 – The meetings of the Executive Council shall be steered and chaired by the President of the Executive Council or, in their absence, by the Vice-President of the Executive Council; in the absence of both, by a councilor chosen from among those present.

Article 33 – As a general rule, resolutions shall be made by majority vote of those present and recorded in the minutes of the meeting. The minutes of the Executive Council meetings shall be registered with the competent notary office only when they produce effects vis-à-vis third parties.

Sole Paragraph – In the meetings of the Executive Council called for the election of officers, decisions shall be made by 85% (eighty-five percent) of the councilors present at the meeting.

Article 34 – In addition to the other roles and responsibilities contained in these By-Laws, the following in incumbent upon the Executive Council:

(a) request the convening of General Meetings whenever it deems necessary, subject to the provisions of these By-Laws;

(b) request the convening of meetings of the Advisory Council whenever it deems necessary, subject to the provisions of these By-Laws;

(c) review the financial and activity reports of the previous financial year; take cognizance of and deliberate on the annual reports, accounts, and budgets of the Chamber and the CAM-CCBC for subsequent approval by the General Meeting;

(d) approve the Chamber’s participation in various events and projects, including approval of the funding of such projects and the respective allocation of resources not provided for in the Chamber’s annual budget;

(e) approve the use of the Chamber’s trademark and establish limits on the content of information to be shared with third parties;

(f) approve the purchase, sale, or any other form of assignment or disposal of any goods or assets of the Chamber not provided for in the Chamber’s annual budget;

(g) approve the execution of any contracts not provided for in the Chamber’s annual budget;

(h) approve the taking out of loans or financing of any nature by the Chamber;

(i) decide on the admission and exclusion of members, subject to the provisions of these By-Laws;

(j) approve, amend and implement the Chamber’s Rules and other Chamber policies;

(k) approve the creation or dissolution of any committees, representations and other vehicles without legal personality, and define the composition thereof and the respective activities to be developed;

(l) approve the participation of the Chamber as a partner, shareholder, or member of other entities whose purpose is related or complementary to its corporate purposes, provided that such participation is not provided for in the annual budget;

(m) express an opinion on any matter relating to the activities of the Chamber and submit, as it deems applicable, any matter for the Advisory Council to issue an opinion on;

(n) decide on the hiring and termination of Chamber employees whose total annual compensation exceeds the values defined in the Chamber’s Internal Rules;

(o) elect the Officers;

(p) approve the granting of powers of attorney by the Chamber; and

(q) approve the filing of any legal action for the defense of the interests of the Chamber.

Article 35 – The members of the Executive Council may, up to a maximum of 1/3 (one third), be elected to positions on the Executive Board.

EXECUTIVE BOARD

Article 36 – The Executive Board is the Chamber’s main governing body and representation, and it is responsible for ensuring the regular functioning of the Chamber in accordance with the general guidelines outlined and the limits imposed by the Executive Council (“Executive Board”).

Article 37 – The Executive Board shall be composed of six (6) officers, all elected by the Executive Council and removed by the General Meeting, as follows: one (1) Chief Executive Officer; one (1) Executive Vice President; one (1) Chief Legal Officer; one (1) Chief Financial Officer; one (1) Chief Commercial Officer; and one (1) Chief Management and ESG Officer.

Article 38 – The term of office of the executive officers shall be 2 (two) years, and reelection is allowed.

Article 39 – Subject to the provisions of Article 40 below, the officers may, always in pairs and jointly, sign letters of attorney in the name of the Chamber granting powers of representation to attorneys-in-fact, provided that the respective letter of attorney has specified powers and duration. Any letters of attorney must also expressly limit the amounts and/or matters that may be the object of representation by the Chamber by such attorneys-in-fact.

Article 40 – The Chamber shall always be represented vis-à-vis third parties, whether as plaintiff or defendant, in court or out of court, by the following: (i) two (2) officers, acting jointly; (ii) one (1) officer acting jointly with one (1) attorney-in-fact; or (iii) two (2) attorneys-in-fact acting jointly (in the case of representation by attorneys-in-fact, provided they are appointed pursuant to Article 39 above).

Article 41 – The following is also incumbent upon the Executive Board, in the exercise of its roles and responsibilities and as detailed in the Chamber’s Internal Rules:

(a) manage the Chamber’s activities, preparing management reports with management indicators;

(b) prepare the Chamber’s annual budget and consolidate it with the CAM-CCBC’s annual budget, for approval by the Executive Council and the General Meeting, and monitor its execution;

(d) arrange for the preparation of financial reports and activity reports for the previous financial year, submitting them for consideration and approval by the Executive Council and the General Meeting;

(e) previously authorize the acts and contracts relating to its decision-making authority under the terms of the Chamber’s Internal Rules; and

(f) abide by and enforce these By-Laws as well as the resolutions of the General Meeting and the Executive Council.

CHAPTER V – CENTER FOR ARBITRATION AND MEDIATION (“CAM-CCBC”)

Article 42 – Established in 1979, as the Arbitration Committee, then transformed into the Arbitration Institution in 1996 (when Brazil’s Arbitration Act entered into force), the CAM-CCBC — maintained by the Chamber as a special body — shall function on a permanent basis and be governed by the provisions of these By-Laws and by its own Rules, with the purpose of administering arbitral proceedings, mediation procedures, or other alternative dispute resolution (ADR) methods that are routinely referred thereto, whether based in Brazilian or foreign territory.

Sole Paragraph – The CAM-CCBC Rules, as well as any amendments thereto, shall be submitted to the General Meeting for review, upon proposal by the CAM-CCBC President and at least 75% (seventy-five percent) of the acting members of the Executive Council.

Article 43 – The CAM-CCBC shall be administered by a Presidency (“CAM-CCBC Presidency”) pursuant to the CAM-CCBC Internal Rules.

§ 1 – The CAM-CCBC Presidency is composed of 3 (three) members, one (1) President and two (2) Vice-Presidents, whose roles and responsibilities shall be established in the CAM-CCBC Rules.

§ 2 – The CAM-CCBC Presidency shall have Councils to deal with specific matters pertaining to the activities of CAM-CCBC, whose functions and operating rules shall be defined in the CAM-CCBC Rules.

§ 3 – The members of the CAM-CCBC Presidency must have widely recognized legal knowledge.

Article 44 – The CAM-CCBC Presidency shall be elected and removed by the General Meeting, upon proposal of the Executive Council. The term of office of the members of the CAM-CCBC Presidency shall be two (2) years, and re-election for new terms of (2) two years is allowed; for the CAM-CCBC President, re-election shall be allowed only once for one additional successive term.

§ 1 – In case of absence or temporary impediment, the CAM-CCBC President shall be replaced by one of the Vice-Presidents chosen by the CAM-CCBC President or, if this is not possible, shall be chosen by the Executive Council in a meeting.

§ 2 – In the event of vacancy in the positions of the CAM-CCBC Presidency, the position shall be provisionally filled by resolution of the Executive Council, which shall convene the General Meeting so that the position can be definitively filled.

Article 45 – Chamber employees hired to work in CAM-CCBC administration shall be nominated by the CAM-CCBC Presidency, by simple majority, which may, at any time, request the replacement or removal of such employees, which shall then be arranged by Chamber Management, subject to the provisions of these By-Laws.

Sole Paragraph – Chamber employees hired to work in the CAM-CCBC administration, with regard to its function as an Arbitration Institution, shall report directly to the CAM-CCBC Presidency.

Article 46 – The remuneration of arbitrators, mediators and other professionals named in the proceedings administered by the CAM-CCBC, in the performance of such activities, shall be provided by the Chamber, with the funds received in trust from the users, and thus kept in regular deposit by the Chamber, until payment of the respective arbitrators.

§ 1 – In the event of failure to comply with the requests for provision by which users are obliged, the Chamber, as a trustee, shall use all legal means to require the provision agreed with the users, to enable due payment to the respective arbitrators, mediators, and other professionals named in the procedures administered by the CAM-CCBC.

§ 2 – The Chamber may take out insurance to cover the trust charges.

Article 47 – On an annual basis, the CAM-CCBC Presidency shall submit to the Executive Board, within the time limits determined thereby, a written and detailed report of the accounts and facts of the previous year and a specific budget forecast for the activities of CAM-CCBC for the subsequent financial year, including all the needs for the management and improvements of the CAM-CCBC, in addition to funds for sponsoring and carrying out the Chamber’s own events or third-party events, as well as courses, visits, and agreements.

Article 48 – The Chamber shall provide the CAM-CCBC with the necessary resources to carry out its activities in accordance with the budget approved by the Executive Council and the General Meeting for the respective financial year, and the CAM-CCBC Presidency may be granted sufficient powers to manage such resources in the manner deemed most fitting to ensure the proper functioning and independence of the CAM-CCBC’s activities.

CHAPTER VI – DISSOLUTION OF THE CHAMBER

Article 49 – The dissolution of the Chamber may be resolved by the vote of 75% (seventy-five percent) of the Chamber members, necessarily present at the General Meeting convened especially for such purpose. If the dissolution is approved, the General Meeting shall elect a Settlement Committee, composed of at least three (3) members of the Executive Council.

Sole Paragraph – Once all the obligations of the Chamber are settled, its assets shall have the destination described in article 61 of the Brazilian Civil Code, as decided by the Executive Council.

CHAPTER VII – FINANCIAL YEAR AND RESOURCES

Article 50 – The Chamber’s financial year shall begin on January 01^st and end on December 31^st of each year.

Article 51 – The sources of funds for the maintenance of the Chamber shall be as follows:

(a) contributions (dues) from members;

(b) proceeds from the organization of events;

(d) donations; and

(e) any other income that the Chamber may earn as a result of its activities, including the provision of services to third parties.

CHAPTER VIII – GENERAL PROVISIONS

Article 52 – Acts of any member of management, attorneys, employees, or third-party service providers of the Chamber that entail obligations related to any operations or business dealings extraneous to its corporate purpose are expressly prohibited, including but not limited to the granting of sureties, pledges, or any guarantees in favor of third parties, except when necessary for the Entity’s activities and objectives and expressly authorized or approved under the terms of these By-Laws.

Article 53 – Any cases not covered by these By-Laws shall be resolved by the Executive Council, in compliance with applicable law.

Article 54 – The Jurisdiction of the São Paulo, SP judicial district is hereby elected, excluding any other, however privileged it may be, for the resolution of any dispute arising from these By-Laws, the Chamber’s Internal Rules, and/or any other corporate documents or organizational matters of the Chamber, or related thereto.

São Paulo, March 30, 2023.