Statute
CONSOLIDATED STATUTE OF THE
ABES BRAZILIAN ASSOCIATION OF SOFTWARE COMPANIES
CNPJ No. 57.004.897 / 0001-49
CHAPTER I
Name, headquarters, corporate purpose, and duration.
Article 1 - Under the denomination of ABES - BRAZILIAN ASSOCIATION OF SOFTWARE COMPANIES, a civil association is established with no political party and non-economic purposes, which will be governed by this statute and the legal provisions that apply to it.
Single paragraph - The association, an entity at the national level, will have a venue and headquarters in the City of São Paulo, State of São Paulo, and may open offices, agencies, regional offices and branches throughout the territory of the Federative Republic of Brazil.
Article 2 - The purpose of the association is:
a) To bring together, for the defense of its interests: (i) companies that dedicate themselves to the economic exploitation of programs and systems for computers and associated technical material ("software"), as producers, developers, resellers, distributors; (ii) companies providing IT and similar services and complementary technical services, such as: systems analysis and development; programming; treatment, processing, storage or hosting of data, texts, images, videos, web pages, applications and information systems, among other formats, and the like; development of computer programs, including electronic games, regardless of the constructive architecture of the machine on which the program will be executed, including tablets, smartphones and the like; licensing or assignment of the right to use computer programs; computer advice and consultancy; computer technical support, including installation, configuration and maintenance of computer programs and databases; planning, making, maintaining and updating electronic pages; availability, with or without definitive assignment, of audio, video, image and text content through the internet, including books, newspapers and periodicals; conditioned access services; cloud computing services; news agents (iii) companies engaged in the activities covered by division 62 (information technology services activities) of the CNAE National Classification of Economic Activities published by IBGE; (iv) companies that, in the exercise of the activities listed in the corporate purpose, are based on the intensive use of digital systems and / or platforms.
b) develop norms and standards for the production and provision of services aimed at improving the quality of associated companies;
c) make the national community, governmental and other entities aware of the economic and social importance of computer activities in general and, in particular, of software, promoting its dissemination and use in industrial, commercial, scientific, cultural and other related applications;
d) promote research and development of new software of relevant interest to the national community, governmental entities and others;
e) to seek incentives, governmental or private, for the research and development of national software;
f) periodically carry out research and statistics with a view to preparing informative studies and assessing market trends and size;
g) forward to the government authorities and other competent entities studies and suggestions aimed at the development and strengthening of the national software market;
h) to actively advocate for the improvement of legislation related to IT activities in general and, in particular, to the legal protection of software and norms to encourage the development, production, commercialization, import and export of software in order to ensure fair treatment and egalitarian for producers, distributors and users of these services;
i) promoting the diffusion and commercialization of Brazilian software abroad;
j) participate and organize events, courses, seminars and lectures with a view to achieving the objectives described above;
k) maintain cultural and informative exchanges with other associations and similar entities, promoting, when appropriate, joint activities;
l) prepare, at the request of interested parties, technical reports;
m) encourage and promote harmony and cooperation among its members and, in general, promote the development of the production of computer goods and services;
n) develop and promulgate a Code of Ethics establishing standards of conduct for the sector;
o) as agent of its associates, perform all acts necessary for the judicial or extrajudicial defense of their copyright and intellectual property, pursuant to Article 98 of Law 9610/98;
p) perform other activities arising from or related to the activities described above;
Paragraph 1O - In matters of interest to the majority of the membership, the association will have the legitimacy to represent its affiliates judicially or extra-judicially, constituting the act of signing the affiliation proposal as granting powers to the entity for such purposes.
Paragraph 2O - To achieve its objectives, the association will use the appropriate legal means, being able to maintain relations with similar national or foreign institutions, edit bulletins and publications in general to publicize its activities and of interest to the membership.
Article 3 - The duration of the association is indefinite.
CHAPTER II
Membership
Article 4 - The membership will have the following composition:
a) Founding Members: in number of 16 (sixteen), thus classified those individuals or legal entities that promoted the foundation of the Association and participated in its constitutive acts, with their names included in the Articles of Incorporation;
b) Full Members: in unlimited number, thus classified the legal entities established in Brazil that come to join the membership, through adherence to the social purposes, subject to the conditions of admission in force;
c) Honorary Members: unlimited in number, chosen from natural or legal persons who have become known in the area of information technology, or who have rendered relevant services to the National Information Technology Policy or to ABES itself;
d) Partner Partners: in an unlimited number, thus classified the legal entities, established in Brazil or abroad, that come to join the membership, by adhering to the social purposes, observing the current admission conditions, who act in any economic activities legally allowed, being able to enjoy only the rights foreseen in line “a”, in line “d” (with the exception of certificates that enable participation in bidding procedures, a service that is reserved for the Partner Members) and in line “e” of Article 9 , of the Bylaws.
Paragraph 1 - Founding Members under the terms of Article 4, item “a”, will be considered the subscribers of the Association Constitution Act.
Paragraph 2 – Honorary Members qualified under Article 4, item “c”, may not enjoy the membership rights described in Article 9.
Article 5 - The titles of Founding Partners, Full Members, Honorary Members and Partner Partners are nominal, indivisible and non-transferable.
Article 6 – Except as provided in Article 4 “c”, above, and subject to the other conditions set forth in these Bylaws, only legal entities engaged in the activities listed in item “a” of Article 2, and which, at the discretion of the Executive Board, meet the other conditions for their admission to the membership, will be admitted as members.
CHAPTER III
Representation
Article 7 - Each associated company shall nominate two representatives to the entity, for the exercise of its associative rights and duties, one as a representative and the other as an alternate, who will replace the holder in his absences or impediments, regardless of power of attorney. .
Paragraph 1OThe replacement of representatives with the association, whether the primary or alternate representative, will only take effect from the 5th (fifth) business day on which the entity is formally notified in writing.
Paragraph 2O: Only the incumbent representative can indicate which of the two i will be voted for elective positions of the entity, although the alternate can vote in the respective elections, in the absences or impediments of that one.
Paragraph 3O: In voting for elective positions, the vote attributed to the representative of an associate whose admission to the membership has been made less than 180 (one hundred and eighty) days from the date of the vote will be null and void. votes given to representatives in the corporate entity that fulfill the requirements of the previous paragraph, but whose appointment as a representative has been effective less than 120 (one hundred and twenty) days from the election date.
Paragraph 4OThe associated company may appoint attorneys-in-fact for the specific exercise of associative rights and duties, provided that it does so by public or private instrument, an act for which it must be represented by the principal and/or alternate representative, it being understood, moreover, that for the exercise of the right to vote in a general assembly or election, the attorney-in-fact must present the power of attorney to the entity's Secretariat before the opening of the assembly or meeting and may not hold more than one power of attorney.
Paragraph 5OThe exercise of the functions of a member of the executive board or the deliberative council are personal, non-transferable and non-delegable, and the provisions of Paragraph 4 of Article 7 do not apply to them.
Article 8 - The acceptance by the Executive Board of the proposal for the admission of new members allows the interested party, right away, to enjoy the right of associate, respecting what is contained in the sole Paragraph of Article 9, and subject it to the fulfillment of the obligations corresponding to this condition.
CHAPTER IV
Members' rights and duties
Article 9 - The rights of all members are respected, in compliance with the provisions of article 4 of these Bylaws:
a) participate in all activities promoted by the association;
b) to attend General Assemblies and vote on all matters discussed therein;
c) vote and be voted for the position of member of the Deliberative Council, under the terms provided for in these Bylaws;
d) make use of the services offered by the association, upon payment of the respective remuneration, as determined by the Executive Board;
e) to propose to the Executive Board measures of interest or usefulness to the association.
f) to request the convening of an Extraordinary General Meeting, provided that the requirements set forth in these bylaws are met.
Single paragraph: The rights contained in item “c” of this article will only be exercised by the members who have their affiliation proposal approved at least 180 (one hundred and eighty) days before the voting date.
Article 10 - The duties of all members are:
a) to respect these Bylaws, the resolutions of the General Assembly, the Deliberative Council and the Executive Board;
b) respect and faithfully comply with current legislation;
c) to promptly pay contributions due to the association, subject to the provisions of Paragraph 2 below;
d) accept and exercise, except for just reason, the positions and functions for which he is elected or appointed;
e) care for the association's image;
f) honor the association's activities;
g) respect, comply and enforce the association's Code of Ethics.
Paragraph 1 - The Honorary Member is exempt from the monthly contributions to the association provided for in the “caput” of Article 12, below.
Paragraph 2 – Failure to pay the monthly maintenance fee for more than 30 (thirty) days puts the associated company in default, after which the member may lose the right to use the services offered by ABES, even those subject to payment of remuneration or a specific fee. Furthermore, an associated company that has three or more overdue contributions may, by decision of the executive board, be removed from the association's membership.
Article 11 - The partner who withdraws from the entity will lose all the rights ensured in these Bylaws, as well as the admission fee and any other contributions made to the association, whatever the title.
CHAPTER V
Contributions from members
Article 12 - Each associate must pay the entity a monthly maintenance fee, according to levels and criteria established annually by the Executive Board and endorsed by the Deliberative Council.
Single paragraph - In addition to the maintenance fee, referred to in the “caput” of this article, the Executive Board may create special or extraordinary contributions to meet the needs of the association, as well as set contributions for specific activities, subject, both to prior approval or subsequent ratification. of the Deliberative Council.
CHAPTER VI
Deliberative bodies, management, Fiscal Council and Advisory Council
Article 13 The association's structure consists of the General Assembly, the Deliberative Council, the Executive Board, the Fiscal Council, and the Advisory Council. (Regarding the General Assemblies)
Article. 14 – The General Assembly is the deliberative body composed of all members. General assemblies are sovereign in their decisions not contrary to current laws and statutory provisions, and will be established and governed by the rules contained in Articles 14 to 21 and Chapter VII of these Bylaws. The General Assembly has exclusive competence to:
I - elect the members of the Deliberative Council;
II - remove the members of the Deliberative Council;
III - approve the accounts;
IV - change the statute;
V - deliberate on the matters that this statute expressly confers on it;
VI - resolve on any other matters of social interest brought to your appreciation.
Article 15 The General Assembly will meet:
a) Ordinarily, by April 30th of each year, upon convocation by the Executive Board, to deliberate on items III, V, and VI of Article 14, and in the month of November, to deliberate on item I of Article 14, as per Chapter VII of these bylaws, as well as to deliberate on any other matters of social interest brought to its attention, always with a previously established and publicized agenda.,
b) extraordinarily, whenever necessary, upon the summons of the Executive Board, or at the request of 1/5 (one fifth) of the members, to decide on the extinction of the association (Chapter X), on the provisions of items II and IV of Article 14, as well as any other matters brought to its appreciation, always with a previously established and disclosed agenda.
Article 16 – The convocation for the assemblies will be made to all members with the minimum notice required by law, by letter or any other written means that fulfills these convocation purposes.
Single paragraph The Ordinary General Assembly for the election of the members of the Deliberative Council shall follow the procedure set forth in Chapter VII of these bylaws.
Article 17 – The General Assembly will be convened in first call with the presence of at least half of its members; in second call, it will be convened with any number of attendees and decisions will be taken by a simple majority of votes (50% of the participants in the assembly, as defined in Article 19, below, plus one member), with each member present having one vote, represented at the assembly by a duly authorized proxy, as provided for in Paragraph 4 of Article 7, or participating remotely, as provided for in Article 19, below, respecting, with regard to elective positions, the other statutory provisions.
Single paragraph – For the resolutions referred to in items II and IV of Article 14, the concurring vote of two-thirds of the participants at the assembly is required, as per Article 19 below, provided that the assembly's agenda expressly states this purpose.
Article 18 – The General Assembly will be chaired by the president of the Executive Board and, in his absence, by another member of the Executive Board, and minuted by one of those present, chosen by the former. Minutes will be taken of the assembly proceedings, copies of which will be registered at the Registry Office.
Article 19 – In the deliberations of the General Assemblies, including those held for the election of members of the Deliberative Council, as per Chapter VII – Elections, each member present will have one vote. In addition to the representatives of the members who are personally present in the building designated as the location for holding the assemblies, members who are being represented at the assembly by a duly authorized proxy, as well as members who are participating in the assembly remotely, as per Article 20, will also be counted as participants in the assembly for all legal purposes, including for the purposes of verifying attendance quorum and voting quorum in the deliberations.
Article 20 - In the cases and matters on the agenda that the Executive Board deems appropriate, face-to-face, remote and / or mixed participation of an associate who is in full enjoyment of the associative rights, including the right to vote, by letter, e- mail, teleconference or any other legally recognized electronic means, the Executive Board being responsible for:
a) include in the call notice, the possibility of remote voting and the means by which this right may be exercised;
b) determine which items on the agenda will be subject to remote voting;
c) make available to the entire membership, even for remote access, the voting alternatives (by approval, disapproval or abstention) and the ways in which votes can be cast;
d) discipline the rules applicable to remote voting, as well as the dates and times for the start and end of voting;
e) take the necessary precautions, including when it is certain that the vote will be exercised by the representative or his alternate in the Association;
f) take the other necessary measures and publish the other rules applicable to remote voting, resolving any doubts, controversies or questions that the remote voting raises.
Article 21 – The general assembly shall be convened in accordance with the bylaws, with 1/5 (one fifth) of the members guaranteed the right to convene it.
Deliberative Council
Article 22 – The Deliberative Council shall consist of a minimum of 21 (twenty-one) and a maximum of 30 (thirty) members elected at a General Assembly convened for this purpose, by means of a roll-call vote of the member companies, through their duly authorized representatives.
Paragraph 1O - If the minimum number of members of the Deliberative Council is not reached in the first election, a new election will be called to complete the board of directors.
Paragraph 2O – In the case provided for in Paragraph 3, below, and in paragraph 2 of Article 28 of these Bylaws, the Deliberative Council may have more than 30 (thirty) members.
Paragraph 3O – The following will be members of the Deliberative Council, with lifetime tenure: representatives of member companies who have served as president of the Executive Board, as described in Article 28 of these bylaws, or those who have served as President of the Deliberative Council, as described in paragraph 1 of Article 37 of these bylaws, subject to the following conditions:
I-) The Lifetime Advisor must maintain their status as a representative of an associated company in order to remain in office;
II-) The Lifetime Advisor has the same powers as the elected advisors;
III-) A Lifetime Advisor may not, at any time, be a candidate for any elective office provided for in these bylaws.
Paragraph 4O – The Lifetime Advisor may request a vacancy in the aforementioned Deliberative Council to run for an elective position in the Association and, if elected, the vacancy in the position of member of the Deliberative Council will last for the entire period(s) of service of the position(s) for which he/she/they was/were elected.
Article 23 - The Deliberative Council is responsible for:
a) to establish the general policy of the association;
b) to review the management's accounts and examine and vote on the financial statements, submitting them to the General Meeting for approval;
c) approve the annual budget;
d) elect from among its members the members of the Executive Board;
e) deliberate on the level of appeal on the application of penalties to associates, including expulsion penalty, for breach of any of the associative duties or the association's code of ethics;
f) warn; remove and / or replace any of the members of the Executive Board as well as remove from office the president and vice-president of the Deliberative Council itself in the cases provided for in these bylaws;
g) detail, monitor and inspect the implementation, by the Executive Board, of the general policy of the association, as determined by the Deliberative Council;
h) decide on the acquisition, sale or encumbrance of real estate;
i) to perform the other functions expressly assigned to him in these Bylaws or by the General Assembly, including giving opinions and making decisions on matters not covered in the bylaws.
j) act in accordance with the Code of Ethics and Conduct, the Policy for Interaction with Public Agents and other Policies and Rules related to the Association's Integrity Program.
k) judge appeals related to the punishment imposed by the Executive Board in the event of violations of the Code of Ethics and Conduct or other ABES policies by associates, members, third parties or other employees of ABES under the terms of articles 78 and 79 of said Code.
Article 24 – Meetings of the Deliberative Council will be convened by the President of the Council with a minimum notice of 20 (twenty) days, and such meetings will be opened by the president of this body, who will have the authority to preside over the meeting, but may designate or transfer the presidency of the meeting to another Councilor. Meetings of this body will be opened with the presence of at least 1/3 (one third) of its members, and decisions will be made by a simple majority vote (50% of the participants, plus one Councilor), with the president having the casting vote in case of a tie, that is, the president will vote only once and will only vote if the vote is tied before his vote is counted. Once the meetings of this body are legally opened, they will cease to deliberate, and their work will be immediately suspended – except in relation to the item on the agenda whose discussion has already begun – when the minimum quorum of 1/3 (one third) of the members of the Deliberative Council is no longer met. Whether for installation purposes, or for the purpose of verifying the minimum quorum for deliberation, as well as, when applicable, for the purpose of determining the approval rate of the item on the agenda then being voted on, the number of Councilors present at the meeting at the time of the quorum verification will be taken, in comparison with the total number of members of the Deliberative Council in full exercise of their rights, including those absent or who have already left the meeting at the time of the quorum verification.
Paragraph 1 – Members of the Deliberative Council must participate in meetings in person, either in person or remotely; representation by third parties, even if they are members of that body, is prohibited.
Paragraph 2 - For the purposes of this article, “agenda item whose discussion has already started” is considered to be those that come to meet the following requirements cumulatively:
a) The subject (s) has been expressly listed in the summons or has been included on the agenda of that meeting at the request of any of those present, approved by the majority of other participants;
b) The matter (s) has been stated expressly under discussion by the chairman of the meeting.
Paragraph 3 - Even though expressions such as “other matters”, “general matters” or similar terms appear on the agenda of the convening instrument, only those that comply with items “a” and “b” will only be considered as “item with voting initiated” of Paragraph 2.
Article 25 – Minutes will be taken of the meetings of the Deliberative Council by the Secretary, which must be signed by the Secretary and the President of the meeting, it being the responsibility of the President of the meeting to provide or send a copy of the minutes to all councilors present at the meeting within 10 (ten) working days after the assembly or meeting.
Paragraph 1 – Council members who participated in the meeting may request changes, additions, and/or deletions to the minutes by submitting a statement to the meeting Secretary or the President of the Deliberative Council, within 10 (ten) days of receiving the minutes. If the changes, additions, and/or deletions are accepted and implemented – acceptance that must be made within 10 (ten) business days following the end of the aforementioned deadline for requesting modifications – the minutes with such modifications will be sent back to the meeting or assembly participants, reopening a new 10 (ten) business day period for Council members who participated in the meeting to accept the new wording or propose new amendments to the minutes, amendments that must be limited to the section(s) that have been modified.
Paragraph 2 - In the eventual event of the minutes of the meeting not being drawn up by the Secretary of the meeting, as well as in case of partial or unsatisfactory acceptance of the proposed amendments to the minutes, the Directors who participated in the meeting that gave rise to the minutes, within up to 10 (ten) business days subsequent to the deadline established for the preparation or alteration of the minutes, they may prepare and sign a new minute, in which a paragraph will be inserted declaring the previous minute null and void, with effect only it will be given if it is signed by a simple majority of Directors who have participated in the meeting.
Paragraph 3 - The period of 10 (ten) business days after the receipt of the original minutes, or the sending of which (s) of the subsequent modification (s) has elapsed, without any requests for changes, inclusions and / or exclusions, or without the elaboration of a new one, in the form of Paragraph 2, the minutes will be considered definitively approved.
Article 26 – Only the member(s) of the Executive Board who have resigned from their position as director, in writing, through a signed letter addressed to the President of the Deliberative Council, filed at the Association's headquarters at least 2 (two) business days prior to the Deliberative Council meeting held after their resignation, may vote in the deliberations of the Deliberative Council. Upon their re-entry into the Deliberative Council, their resignation will become irrevocable and unretractable, and they may not rejoin the Executive Board during the term of the board that was in office at the time of the resignation. The member of the Deliberative Council who was occupying the seat previously held by the resigning Director will be replaced by that Director, returning to the alternate position on the Deliberative Council – if part of their term remains – and therefore will no longer be able to vote in the deliberations of the Deliberative Council, unless they occupy a new seat on that Council. The period during which the Executive Board member held office during that term counts towards the term of office as a Deliberative Council member, such that, upon returning to the Deliberative Council due to resignation from the position of Director, they will only serve as a Deliberative Council member for the remaining term of their mandate as a Council member, if any.
Article 27 - The meetings of the Deliberative Council, may also be called by means of signatures in the calling instrument of at least 1/3 (one third) of the members of that body.
From the Executive Board
Article 28 - The Executive Board will be composed of 5 (five) members, elected by the members of the Deliberative Council, from among the members of that body, whose positions will have the following designation: a chief executive officer; a vice president; a treasurer director; a secretary director and an administrative director.
Paragraph 1O - The members of the Executive Board will have a mandate of 3 (three) years, with any of its members being eligible for reelection, however, the re-election of the president to that same position is not allowed in the next immediately mandate.
Paragraph 2O - The President of the Executive Board, after his term of office has ended, will receive a term of 1 (one) year in the Deliberative Council, if he does not have a term.
Paragraph 3 - When taking office in the position of director, the Director, unless legally, statutory, in fact or otherwise, will have ensured the exercise of such position until the term of office of the board in which he took office ends, even if terminate your term of office as a Deliberative Director during the term of your term as a member of the Executive Board.
Article 29 - It is incumbent upon the Executive Board:
a) represent the active and passive association, judicially and extra-judicially;
b) comply with and enforce the Bylaws;
c) establish the amount, form and criteria for charging admission, maintenance and transfer fees and any other contributions from members;
d) to dispose of all the association's revenues in the social interest of the product;
(e) to acquire, sell, or encumber movable property and enter into contracts of any kind, provided that the provisions of Paragraph 1 of Article 29 are observed. Below;
f) edit the organ for the dissemination of the association's activities and / or periodic newsletters for members;
g) change the location of the head office and decide on the opening of branches.
h) create commissions to meet the specific needs of the association, indicating its members and their respective functions;
i) to deliberate on the application of any penalties provided for in these Bylaws, as well as, taking into account the opinions of the Ethics and Compliance Committee, to apply the penalties provided for in the Association's Code of Ethics and Conduct and in the Association's Policy on Interaction with Public Officials;
j) to appoint attorneys to represent the company in specific acts, with powers limited in the instruments of mandate, which will always have a determined term, observing the provisions of Article 29, Paragraph 3, item “c”, below;
k) to perform all other acts deemed necessary and convenient for the achievement of the association's social objectives and to resolve matters of interest to the association that are not the exclusive responsibility of the General Assembly;
l) to convene ordinary and extraordinary general meetings, by its own decision, in accordance with the statutory provisions, or in response to a request from at least 1/5 (one fifth) of the members in full enjoyment of their membership rights;
m) call the elections and carry out the other functions necessary for their holding, as provided for in these Bylaws;
n) perform the other functions expressly assigned to it in these Bylaws or that are assigned to it by the Deliberative Council.
o) approve or reject a proposal for the affiliation of new members and / or the readmission of those who left the association's membership for any reason.
p) act in accordance with the Code of Ethics and Conduct, the Policy for Interaction with Public Agents and other Policies and Rules related to the Association's Integrity Program.
q) perform all the functions assigned to it expressly in the Code of Ethics and Conduct and in the Policy for Interaction with Public Agents.
Paragraph 1O - The decisions related to the letter “e”, above, when dealing with obligations, goods or contracts involving a value greater than the equivalent of R$ 50,000 (fifty thousand reais), corrected annually by deliberation of the Deliberative Council, will always be taken with a favorable vote of the majority of the members of the Executive Board.
Paragraph 2O – The President of the Executive Board is specifically responsible for representing the company before third parties, subject to the provisions of Paragraphs 4 and 5 below;
Paragraph 3O - In any acts that involve social obligation, the representation of the association will be exercised:
a) jointly by two members of the Executive Board, one of whom, necessarily, the Chairman of the Board;
b) by attorney-in-fact, for specific acts, within the limits of the powers contained in the respective power of attorney, powers of attorney that must be signed, necessarily, by the chairman of the Executive Board and by at least one more member of the Executive Board;
c) for the practice of the acts provided for in the first paragraph above, the Association shall be mandatorily represented in the form of item “a”, above, of this Paragraph 3;
d) for issuing checks and / or payment orders with a unit value of up to R$ 15,000.00 (fifteen thousand reais), corrected annually by resolution of the Deliberative Council, the signatures of 2 (two) members of the Executive Board will suffice.
Paragraph 4O - In the case of absences or impediments of the President of the Executive Board, the representation of the company referred to in the previous paragraphs will be exercised by the acting vice president.
Paragraph 5O - In the case of absences or impediments of the President and the Vice President of the Executive Board, the representation of the company referred to in the previous paragraphs will be exercised by the acting Treasurer.
Paragraph 6O – The elected Executive Board will take office on the first business day of May following the month in which the new directors are elected, through the formalization and signing of the term of office by each of the elected members, extending until the aforementioned date of inauguration the powers of representation and competencies of the members of the previous executive board, whose terms will end.
Article 30 – The ordinary meetings of the Executive Board will be convened by the President of the Board with a minimum of 7 (seven) days' notice, and such meetings will be opened by the president of this body, who will have the authority to preside over the meeting, but may designate or transfer the presidency of the meeting to another director. The meetings of this body will be opened with the presence of at least 1/3 (one third) of its members, and decisions will be taken by a simple majority vote (50% of the participants, plus one Director), with the president having the casting vote in case of a tie, that is, the president will vote only once and will only vote if the vote is tied before his vote is counted. Once the meetings of this body are legally opened, they will cease to deliberate, and their work will be immediately suspended – except in relation to the item on the agenda whose discussion has already begun – when the minimum quorum of 1/3 (one third) of the members of the Executive Board is no longer met. Whether for installation purposes, or for verifying the minimum quorum for deliberation, as well as, when applicable, for the purpose of determining the approval rate of the agenda item then being voted on, the number of Directors present at the meeting at the time of the quorum verification will be taken, compared to the total number of Board members in full exercise of their rights, including those absent or who have already left the meetings at the time of the quorum verification.
Single paragraph - The members of the Executive Board must personally participate in the meetings, in person or remotely, being prohibited their representation by third parties, even though members of that collegiate body, as well as being able to vote in person or remotely.
Article 31 - Minutes of the Executive Board's meetings will be recorded by the Secretary of the respective meeting, which should be signed by those present, and the Secretary of the meeting will be responsible for sending a copy of the minutes to all the directors.
Article 32 - In addition to the attributions provided for in Article 29, above, the Executive Board must also maintain regular bookkeeping of all income and expenses of the association, in books covered with formalities that ensure the respective accuracy, and comply with all relevant tax obligations.
Single paragraph - The Executive Board will submit to the Deliberative Council, within the first four months of each year, the financial statements for the previous year, duly certified by the Fiscal Council, if any, and the annual budget of the association's revenues and expenses.
Article 33 – The Executive Board may appoint representatives from member companies to ABES to coordinate working groups, committees, and specific missions deemed necessary for the proper performance of association activities, with actions and responsibilities clearly defined in the instrument by which the appointment is made. Those appointed for such activities will be given the title of "Director," followed by an expression indicating the assigned role, such as "Deputy Director," "Regional Director," "Director of Institutional Relations," or similar titles. Directors for specific matters will not be remunerated and may only participate in Executive Board meetings when expressly summoned, at which time they will have the right to speak but not the right to vote in the Executive Board's deliberations.
Paragraph 1 - By resolution of the President of the Executive Board, the association may hire a professional, of proven suitability and technical capacity, to exercise the functions of Executive Director, delimiting his duties, competences and remuneration.
Paragraph 2. – By decision of the President of the Executive Board, the association may hire a professional of proven integrity and technical capacity to perform the duties of Compliance Officer, defining their responsibilities and remuneration, while ensuring full autonomy in the performance of their duties.,
Paragraph 3 - Compliance Officer assignments may be outsourced to a specialized office.
Fiscal Council
Article 34 - The Audit Committee is an optional body, constituted by indication of the Deliberative Council, and its members are appointed for a period of 3 (three) years, the renewal of any of its members is allowed, and will consist of 3 (three) effective members and 3 (three) alternates, all from the entity's membership.
Paragraph 1O – The Fiscal Council is responsible for: analyzing the entity's accounts and financial resource allocation, issuing an opinion on the financial statements for the past fiscal year for presentation and deliberation by the Deliberative Council, and reporting any violation of these Bylaws to the General Assembly.
Paragraph 2O - In case of vacancy, impediment or leave of any of the effective members, one of the alternates indicated for their replacement will be called.
Paragraph 3O - Participation in the Fiscal Council constitutes an impediment to participate in the Executive Board and the Deliberative Council.
Paragraph 4O - The Fiscal Council meets ordinarily once every 6 (six) months and extraordinarily, whenever necessary or when called by the Deliberative Council.
Paragraph 5O - At the request of the Fiscal Council, the Executive Board must provide any information or documents that are necessary for the performance of its duties.
From the Ethics and Compliance Committee
Article 35 – The Association will have an Ethics and Compliance Committee, which will be formed by 3 (three) members elected from among the members of the Deliberative Council at a meeting whose agenda expressly includes the election of the Committee members, and which will have the following responsibilities:
a) To ensure compliance with the Association's Code of Ethics and Conduct;
b) To ensure compliance with the Association's Policy on Interaction with Public Officials;
c) Monitor compliance with the entity's integrity and regulatory compliance rules;
d) Evaluate complaints and recommend the application of penalties;
(e) Approve guidelines for the Compliance Officer, who will report directly to the Committee;
f) To hold regular meetings and issue opinions on matters of ethics and compliance of the Association.
Single paragraph – The professional hired to perform the duties of Compliance Officer, as described in Paragraph 2 of Article 33 of these bylaws, will report directly to the Ethics and Compliance Committee for the performance of their duties.
Article 36 - In the case of a non-profit association, it will not pay its officers.
CHAPTER VII
Elections
Article 37 – Annually, in a General Assembly that will observe the procedures established in this Chapter, 1/3 (one third) of the Deliberative Council will be elected, who will have a term of 3 (three) years, and may be re-elected.
Paragraph 1O - The Deliberative Council, with its new composition, after the election of the new members, installs itself until the last working day of the first quarter of each year, when it must elect the president and the vice-president of the Deliberative Council among its peers. The president of the Deliberative Council will be replaced in his absences or impediments by the vice president.
Paragraph 2O - Every 3 (three) years, at the installation meeting, the Deliberative Council shall elect the Executive Board as provided for in these bylaws.
Paragraph 3O - The expiring mandates will end when the new Deliberative Council takes office.
Paragraph 4O - In the same annual installation meeting, or in a meeting specially called by the president, the Deliberative Council will choose, among its peers, any substitutes for the members of the Executive Board, in the absences, resignations, absences or impediments of any of the members of the Board.
Paragraph 5 - Any member of the Deliberative Counselor, who is a member or alternate, who, cumulatively, is in the first year of the Deliberative Counselor's term and has been elected for the first time to be part of the Deliberative Council, cannot be elected President or Vice-President of the Deliberative Council.
Article 38 – The General Assembly for the election of the Deliberative Council will be held annually in the month of November, and must be convened by the president of the Executive Board with a minimum of 60 (sixty) days' notice, in order to comply with the provisions of the paragraphs of this article, by means of a notice that must be widely disseminated among the members and that will indicate, among other things, the following elements:
a) Time, form and place for registration of candidates;
b) Form, date, time and place (s) of voting.
Paragraph 1O - The deadline for registration of candidates cannot be less than 30 (thirty) days.
Paragraph 2O - Applications must be registered within 30 (thirty) days from the date of the election.
Paragraph 3O - List of members with voting rights must be provided by the Executive Board to all candidates who request it in writing. This list must contain the following information: name of the associate; name of representatives with the entity (holder and alternate); full address; telephone and facsimile numbers and e-mail address, provided that candidates sign a document stating: i) that they are aware of the Association's Integrity Program, the Code of Ethics and Conduct and the Policy for Interaction with Public Agents, ii) that the data provided is intended for use solely and exclusively for the presentation of the candidate to the entity's membership, iii) that such data must be properly protected during use and destroyed after the election has been held; iv) that they will be subject to the penalties provided for in the Association's Integrity Program, in case of violations of what is provided for in this paragraph.
Paragraph 4O - Full list of registered candidates must be disclosed to all members within a maximum period of 3 (three) working days after the end of the registration period.
Article 39 – Candidacies may be challenged within 7 (seven) days after the publication of the list of candidates, as provided for in Paragraph 4 of Article 38. In this case, the challenges will be judged by the Deliberative Council in office, within a maximum period of 10 (ten) days from the challenge, and no appeal will be allowed against such decisions.
Article 40 - Voting will be done through ballots or a document that replaces them, even if electronic, which will be filed at the entity's headquarters, sealed, for a period of 90 (ninety) days, for analysis in case of any objections.
Article 41 - At the end of the vote, votes will be counted, immediately declaring:
a) elected as holders, with a term of 3 (three) years, the 10 (ten) most voted candidates who will occupy the positions in the Deliberative Council, related to the directors whose mandates are ending, even though their positions have been filled by alternate, or even vacant;
b) designated alternates of that collegiate the other candidates, who will be classified as first alternate, second alternate, and so on, in accordance with the highest number of votes they have received in that election, which will fill any vacancies in that collegiate and replace the members of the Deliberative Council who come to integrate the Executive Board, who resign from the position, who fail to fulfill the statutory conditions for the exercise of these functions, as well as in the cases of removal.
Paragraph 1O -. In order to fill vacancies and to replace members of the Deliberative Council, the Alternate Directors will be given, in accordance with the ranking order referred to in the caput of this article, the preference in choosing the vacancy they intend to occupy, respecting the deadlines for original mandates of those replaced.
Paragraph 2 - If the Alternate Director, in the exercise of the preference referred to in the previous paragraph, chooses to wait for the election of the Executive Board, to then occupy the position of any member of the Board who will be elected as Director, he will be automatically conferring to the Immediate alternate, according to the order referred to in letter “b” of Article 41, above, the right to be sworn in as a Director, promptly and, consequently, in the exercise of his mandate, the right to be able to vote and be voted on in the deliberations of the Deliberative Council meeting.
Paragraph 3 - Substitutes who are not in the effective exercise of the position of member of the Deliberative Council in substitution for another Director, or filling vacant position in that collegiate, will lose the right to exercise the substitution, ceasing to be considered as Substitute Directors, upon the investiture of the members. Directors elected in the first subsequent annual election of the Deliberative Council, unless, having run for election in this new election, he was elected.
Paragraph 4 - The termination of the term of office of the Board Member who has been replaced by an Alternate Board Member, implies the automatic end of the term of office by the Alternate Board Member, unless he is again elected to that board.
Paragraph 5O - When one or more candidates receive an identical number of votes, the order of preference in the classification will be given by the seniority criterion, with representatives of companies that have joined the membership for the longest time being considered better classified, in order. If the tie persists, the oldest representative will be elected.
Paragraph 6O - Any doubts or omissions related to the elections, including those inherent to the order of classification of the candidates, will be resolved by decision of the simple majority of the members of the Executive Board, with the Chairman of the Board having the casting vote, in the event of a tie in the vote. The decision may be appealed to the Deliberative Council.
Paragraph 7O - The members of the Deliberative Council or of the Executive Board who have 3 (three) or more consecutive absences, or 5 (five) or more alternate in the same year will lose their positions, unless such absences are justified in writing and the justifications come to be accepted by the members of the Deliberative Council.
Article 42 - In accordance with Article 19, and subject to the rules, formalities and precautions established therein, the Executive Board may authorize remote voting to members who are in full enjoyment of their associative rights.
Single paragraphIn all General Assemblies, both Ordinary and Extraordinary, including General Assemblies for elections, for the purposes of determining the minimum number of attendees and verifying the minimum quorum required for the validity of resolutions, all titular or alternate representatives of the Association who participated in the deliberations are considered fully present for the entire duration of the Assemblies, from their opening to their closing, including through remote voting in cases where the notice of convocation authorizes this method of participation, and even those who opted to abstain.
Article 43 - The positions of members of the Deliberative Council and the Executive Board are personal and not of the company. However, the member of these collegiate members who, having ceased to be a representative of an associated company, will not be appointed, within 60 (sixty) days, as a representative of another affiliate in full exercise of the associative rights will lose.
CHAPTER VIII
Social Equity
Article 44 - The assets of the association will be constituted by the set of its real estate, furniture, titles and values that belong to it or will belong to it, as well as by the rents of these goods and eventual services, and by the contributions and donations of its associates or third parties.
Article 45 - The resources of the association will be fully and exclusively applied to the maintenance and development of its objectives.
Article 46 - Associates do not even respond in the alternative for the entity's obligations.
CHAPTER IX
Fiscal Year
Article 47 - The fiscal year will coincide with the calendar year, starting on January 1 and ending on December 31 of each year.
Article 48 - At the end of each fiscal year, the Executive Board will prepare a General Balance Sheet, and each civil quarter will present a report on the amounts received and spent by the association, in compliance with the respective legal formalities.
Article 49 - The association will not distribute any surplus of income over expenses, such as dividends, bonuses or benefits in any capacity to directors or associates, applying such surpluses exclusively to the maintenance and development of its objectives, as defined in this Statute or implicitly contained therein. .
CHAPTER X
Dissolution
Article 50 The association may be dissolved in the cases provided for by law or by resolution of the General Assembly, provided that the provisions of the sole paragraph of Article 17 are met.
Article 51 – Upon approval of the dissolution and termination of the association, respecting the contracts entered into and after full payment of outstanding charges, the remainder of its net assets shall be allocated to a non-profit entity, or to a municipal, state or federal institution with identical or similar purposes, which may be chosen by resolution of the members at a General Assembly, respecting the quorum referred to in the sole paragraph of Article 17 of these bylaws.
Single paragraph - If the association does not exist in the Municipality, in the State, in the Federal District or in the Territory, where the association has its headquarters, under the conditions indicated in this article, what remains of its assets will be returned to the State Treasury, the Federal District or the Union.
Article 52 - None of the members of the Executive Board can be held personally responsible for the fulfillment of the association's obligations, except in case of intent or breach of legal rules and statutory provisions.
CHAPTER XI
Of the final and transitional provisions
Article 53 - The central focus of the Municipality of São Paulo, State of São Paulo, is elected, with the express waiver of any other, to resolve doubts and controversies arising from these Statutes.
Article 54 – This Statute may only be amended at an Extraordinary General Meeting, in accordance with the provisions of Article 17, Sole Paragraph.
Article. 55 – The exclusion of a member is only admissible if there is just cause, in accordance with the provisions of the bylaws; it may also occur if the existence of serious reasons is recognized, in a reasoned decision, by an absolute majority of those present at the general assembly whose convocation expressly and notably states this purpose.
Paragraph 1 – An appeal against the decision of the body that, in accordance with the statutes, decrees the exclusion, may always be made to the first general assembly that takes place after the decision decreeing the exclusion.
Paragraph 2 - No associate may be prevented from exercising the right or function that has been legitimately conferred on him, except in the cases and in the manner provided for by law or in the statute.
This CONSOLIDATED BYLAWS OF ABES – BRAZILIAN ASSOCIATION OF SOFTWARE COMPANIES conforms to the original, voted on and approved by those present at the EXTRAORDINARY GENERAL MEETING, held on November 30, 2004, filed under No. 0539560, on February 15, 2005, at the 3rd Registry Office of Titles and Documents and Civil Registry of Legal Entities of the district of São Paulo; with the bylaw amendments approved by the Extraordinary General Meeting held on May 24, 2019, filed under No. 749.113, on July 29, 2019, at the 3rd Registry Office of Titles and Documents and Civil Registry of Legal Entities; as well as the statutory amendments approved by the Extraordinary General Meeting held on November 28, 2019, filed under number 754.412, on January 13, 2020, at the 3rd Registry Office of Titles and Documents and Civil Registry of Legal Entities, whose consolidation was deliberated at the Extraordinary Meeting of the Executive Board held on December 5, 2019 and which was filed under number 775.593, on April 18, 2022, at the 3rd Registry Office of Titles and Documents and Civil Registry of Legal Entities of the District of São Paulo.
Following the aforementioned consolidation, further amendments were approved by the Extraordinary General Meeting held on November 14, 2024, filed under No. 800,663 on December 18, 2024, at the 3rd Registry Office of Titles and Documents and Civil Registry of Legal Entities of the District of São Paulo; and five proposals for statutory amendments were also approved in the form of the Minutes of the Meeting of the Deliberative Council held on March 24, 2025, filed under No. 803,932 on April 29, 2025, at the 3rd Registry Office of Titles and Documents and Civil Registry of Legal Entities of the District of São Paulo. This Consolidated Bylaws, dated October 2, 2025, incorporates the modifications filed under numbers 800.663 and 803.932 into the text that was consolidated on December 5, 2019, filed under number 775.593.
São Paulo, October 2, 2025.
_________________________
Andriei da Cunha Guerrero Gutierrez
President Executive Board
_________________________
Ricardo de Figueiredo Caldas
Vice President, Executive Board
__________________________
Anselmo Paulo Gentile
Executive Director
__________________________
Dr. Manoel Antonio,
dos Santos, Attorney at Law – OAB/SP 73.537
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