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

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

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

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

(d) provide members of the Chamber 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, economic data and any and all information that relates to such relationships and 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 and consistent with its purposes, as well as perform any activities related thereto; and

(i) assign space for activities related to the focus of the CCBC.

Sole Paragraph – In the corporate purpose, it is also incumbent upon it, especially through its Arbitration and Mediation Center (CAM-CCBC), to administer, under the terms of the special law, arbitration proceedings, mediation procedures or other methods of conflict resolution, which are submitted to it pursuant to the Rules of the CAM-CCBC arbitration institution.

CHAPTER II. – MEMBERS

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

§ 2º – The legal entities participate in the activities of the Chamber by their expressly appointed representatives, up to a maximum of five (5) representatives (“representatives of legal entity members”).

Sole Paragraph – Academic members must be between 18 and 30 years old, attending a college, undergraduate or postgraduate course, will not be entitled to vote, nor will they be eligible for any positions. Academic members will be entitled to a differentiated permanent contribution as determined by the Chamber administration. Academic members will only have access to the services provided by the Chamber upon payment of the respective fees set by the Chamber administration.

Sole Paragraph – By decision of the Council of the Chamber, certain full members may be granted the title of supporter full members.

Sole Paragraph – The temporary member shall be a member of the administrative staff of the Chamber for a maximum period of ninety (90) days.

(a) attend general meetings;

(b) subject to the provisions of paragraphs 1 and 2 below, vote and speak at general meetings, and run for any elected office of the Chamber, as provided for in these Bylaws;

(c) participate in the activities promoted by the Chamber, as well as attend and use the Chamber’s premises, subject, when determined by the Chamber administration, to the payment of participation fees, rents or any other payment charged by the Chamber for participation in an event or use of the Chamber’s premises.

§ 1º – The right to vote at meetings of the Chamber will be acquired after the member completes one year as a full member of the Chamber.

§ 2º – The right to apply for any elected office of the Chamber shall be acquired after the associate completes two (2) consecutive years as a full member of the Chamber.

§ 3º –Subject to the requirements set forth in paragraphs 1 and 2 above, in the case of full members legal entities, the possibility of electing their representatives is permitted. Representatives of full members legal entities are not subject to the time requirement set out in paragraph 2 above, and they may apply to be representatives of full members legal entities, regardless of the time they are bound to such members.

CHAPTER III. – ADMISSION, RESIGNATION, EXCLUSION AND PAYMENTS

Sole Paragraph  – The full member may, at any time, by simple written communication to the Executive Committee, resign from the Chamber, leaving his membership immediately, but shall, however, make the payment of any contributions due until the date of resignation, but not yet paid.

Sole Paragraph – The proposal of the exclusion must be presented by one of the Council Members or by two (2) full members, assuring to the member subject to the exclusion the right of defense to be presented to the Council of the Chamber in a period not less than fifteen (15) days from the receipt of the respective notification.

CHAPTER IV. – ASSOCIATION BODIES

GENERAL MEETINGS

Sole Paragraph – Members may be represented by another member of the same category, by means of a power of attorney to be presented until the beginning of the respective meeting. A full member may not vote as a proxy for more than five (5) members.

(a) review previous year’s financial and activity reports; take cognizance of and deliberate on annual reports, accounts and budgets;

(b) elect and swear into office the City Council, its President and its Vice-President;

(c) elect and swear into office the President of the CAM-CCBC; and

(d) amend the Chamber By-Laws.

COUNCIL OF THE CHAMBER

§ 1º – The number of elected members shall be at least equal to the number of ex-officio members, plus one more.

§ 2º – The members of the Council shall be referred to as Councilors.

§ 3º – The Ambassador of Canada and the Consuls General of Canada in Brazil, the last three presidents of the Chamber and the chief executive of each legal entity member who, for at least three (3) years, holds the title of full member will be ex-officio members.

§ 4º – The Ambassador of Canada in Brazil shall be the Honorary President of the Council and the Canadian Consuls General in Brazil shall be his Honorary Vice-Presidents.

§ 5º – The term of office of the elected Directors shall be two (2) years, reelection being permitted. The term of office of the Chairman of the Board shall be two (2) years, reelection being permitted for only one consecutive term.

§ 6º – The elected Councilor who, during the term of the respective term of office, loses the position of full member or representative of a full member, or whose legal entity member of which he/she is a representative is no longer a full member, will automatically lose his/her mandate, whose position will then be declared vacant.

§ 7º – The position of elected Councilor declared definitively vacant shall be filled by the first general meeting to be held after the occurrence of the event; if, however, it deems appropriate, the Council may provisionally fill it out. In any case the replacement Councilor will only take the mandate of the replaced Councilor.

Sole Paragraph – In the event of the vacancy of the position of President or Vice- President of the Council, the Council shall meet within a maximum of fifteen (15) days of the event to elect a new President from among the full Councilors.

§ 1º – The meetings shall be directed by the President or, in his absence, by the Vice-President; in the absence of both, by a Counselor chosen from among those present. Decisions shall be taken by majority vote of those present, and the president shall have the casting vote, in addition to his own.

§ 2º – The Counselor unable to attend the meetings may be represented by another Counselor, by proxy, or express his vote through any written form, telegram, fax, electronic mail or letter. In either case he will be considered present at the meeting. Representation by a Counselor of more than two (2) others is prohibited.

(a) to ensure the achievement of corporate objectives and the good image of the Chamber;

(b) to establish guidelines regarding issues taken to his consideration;

(c) to elect, from among its members, the Vice-Presidents who will compose the Executive Committee;

(d) to decide on the matters presented by the Executive Committee, as well as to advocate on any matter that it considers relevan;

(e) to approve the General Rules of the Chamber and its amendments;

(f) to approve the corporate contribution policy to be paid by members of the Chamber;

(g) to approve the granting of the title of honorary member to an individual who has provided relevant services for the benefit of relations between Brazil and Canada; and

(h) to confer upon full members the title of supporter full member.

EXECUTIVE COMMITTEE

§ 1º – In the event of absence or temporary impediment, the President of the Executive Committee shall be replaced by one of the other Vice-Presidents chosen by the Executive Committee at a meeting.

§ 2º – In the event of vacancy of any position of the Executive Committee, the position shall be provisionally filled by deliberation of the Executive Committee, and definitively filled by the Council at the first meeting held after the event.

§ 3º – The term of office of the substitute Executive Committee member shall coincide with that of the replaced member.

(a) presiding over the General Meetings, the meetings of the Council of the Chamber and the meetings of the Executive Committee;

(b) appointing the presidents of the Committees, being an ex-officio member of all of them.

(c) signing, together with the Legal Vice-President, all corporate documents of the Chamber.

(a) signing, together with another member of the Executive Committee or an attorney-in-fact with special powers, any bank contracts with financial institutions, checks, securities, money orders or any other financial instruments;

(b) arranging for the preparation of financial reports and annual budgets to be audited by an audit firm appointed by the Council of the Chamber and submitted to the Ordinary General Meetings; and

(c) keeping order the accounting books in order, which shall always be available for verification by the Councilors.

(a) exercising, together with the President, the general control of the correspondence and publications of the Chamber;

(b) signing, together with the President, all corporate documents of the Chamber; and

(c) keeping a record of the resolutions of the governing bodies of the Chamber.

(a) appreciate, disseminate and develop, especially with members of the Chamber, initiatives, promotions and requests for support and agreements in the cultural and technological area submitted to the Chamber;

(b) advise the Executive Committee on promotions or agreements that entail compromise of Chamber resources; and

(c) Maintain close contact with the diplomatic agencies of Brazil and Canada regarding matters within their area of expertise.

(a) proposing to the Executive Committee the conditions and types of services that the Chamber shall directly or indirectly provide to members;

(b) authorizing the provision of services to potential members or non-associated third parties, when it is in the interest of the Chamber; and

(c) monitoring the quality of services and evaluate in the first instance the interest and responsibility of the Chamber in matters of its area, recommending to the Executive Committee revenue criteria and the use of Chamber resources necessary to promote its activities.

§ 1º – These professionals shall report directly to the President of the Executive Committee and to the Vice-President responsible for supervising its area of ​​activity, as determined by the Executive Committee.

§ 2º – In addition to such professionals, the Chamber may have as many employees as are necessary for the development of its activities, including those necessary for the proper functioning of the CAM-CCBC.

Sole Paragraph – The acts of any Counselor, Executive Committee member, CAM-CCBC member, attorney-in-fact or employee that involve them in obligations related to operations or business foreign to their corporate purpose are null and void in relation to the Chamber, such as loans and guarantees, sureties, or any guarantees in favor of third parties, except when necessary to the activities and objectives of the entity and expressly authorized by resolution of the Council.

Sole Paragraph – In the granting of powers of attorney to perform, on behalf of the Chamber, the acts provided for in Article 32 (a) above, the signature of the Financial Vice-President shall always be required.

CHAPTER V. – GENERAL COMMITTEES

CHAPTER VI. – THE ARBITRATION AND MEDIATION CENTER (“CAM-CCBC”)

Sole Paragraph – The CAM-CCBC Regulations, as well as any amendments thereto, shall be submitted to the Extraordinary General Meeting, upon proposal by the CAM-CCBC President and at least seventy-five per cent (75%) of the acting members of the Executive Committee of the Chamber.

Sole Paragraph – The President, Vice- Presidents and members of the Advisory Board shall have outstanding legal knowledge and shall be chosen and invited to exercise the office by the President of the CAM-CCBC.

§ 1º – In the event of absence or temporary impediment, the President of the CAM-CCBC shall be replaced by one of the other Vice-Presidents chosen by the President himself or, if this is not possible, by the Executive Committee at a meeting.

§ 2º – In the event of vacancy of the position of President of the CAM-CCBC, the position shall be provisionally filled by deliberation of the Executive Committee, which shall convene the general meeting so that the office may be filled permanently.

Sole Paragraph – The Chamber employees hired to work in the administration of the CAM-CCBC, as regards their function as Arbitral Institution, shall report to the President of the CAM-CCBC.

§ 1º –The members of the Group of Arbitrators shall be professionals of unblemished reputation, of remarkable legal knowledge and of recognized technical qualifications.

§ 2º –The remuneration of the Arbitrators in the exercise of this activity shall be provided by the Chamber, with the funds received in trust from the users, and thus kept in a regular deposit by the Chamber, until the payment of the respective arbitrators. In the event of failure to comply with the requests for provision by which users are obliged, as a trustee, the Chamber will use all legal means to require the provision agreed with the users, to enable due payment to the respective arbitrators.

§ 3º –The Chamber is entitled to institute insurances that guarantee the trust charges.

CHAPTER VII. – AMENDMENTS TO THE BY-LAWS

CHAPTER VIII. – DISSOLUTION OF THE CHAMBER

Sole Paragraph – Once all the obligations of the Chamber are settled, its assets shall have the destination decided by the Council, upon proposal of the Honorary President.

CHAPTER IX. – FINANCIAL YEAR AND RESOURCES

(i) contributions made by members;

(ii) revenues from the organization of events;

(iii) revenues from CAM-CCBC activities;

(iv) donations; and

(v) any other revenues that the Chamber may earn as a result of its activities.

CHAPTER X. – GENERAL PROVISIONS

São Paulo, April 22, 2019.