BYLAWS OF THE FOUNDATION OF SUPPORT TO COFFEE TECHNOLOGY
Also designated by the acronym: FUNDPROCAFÉ
As approved at the Extraordinary Meeting of 03/02/2010
interactive summary
CHAPTER I
NAME, LEGAL REGIME, DURATION, HEADQUARTERS AND OPERATIONS
Art. 1st. The Coffee Technology Support Foundation, the acronym FUNPROCAFÉ, is a non-profit legal entity governed by private law and with administrative and financial autonomy, established by agricultural cooperatives, credit unions, unions and associations, governed by the present Statute and the legislation applicable to it.
Single paragraph. For all purposes, the denomination Fundação de Apoio a Tecnologia Cafeeira and the acronym FUNPROCAFÉ are equivalent in the text of these Statutes.
Art. 2nd. The duration of the Coffee Technology Support Foundation is indefinite.
Art. 3rd. The Foundation is headquartered in the city of Varginha, State of Minas Gerais, and may create branches in any location in the country, by decision of its Board of Trustees, operating throughout the national territory.
CHAPTER II
ADMISSION, DISMISSAL AND EXCLUSION
Art. 4th. The Foundation will have an unlimited number of affiliates, where other agricultural cooperatives, credit unions, rural producers' unions or associations may join the Foundation, through letters of adhesion, being admitted after approval by the Board of Trustees.
§1. Dismissal will take place by means of communication to the Board of Trustees.
§2. The affiliate who fails to comply with the statutory provisions as well as the regiment, will be excluded from the foundation, and appeal to the Board of Trustees will be assured.
CHAPTER III
ADMISSION, DISMISSAL AND EXCLUSION
Art. 5 The rights of affiliates are:
§1. Comply with statutory and regimental provisions;
§2. Comply with the determinations of the Board of Trustees
Art. 6 The duties of affiliates are:
§1. Attendance at ordinary and extraordinary meetings in order to participate and be aware of the full content thereof.
CHAPTER IV
PURPOSES
Art. 7th The Foundation's main and permanent objectives are:
a) Carry out, directly or through contracts or agreements, studies and research on coffee in the areas of production, preparation and quality of coffee, agricultural management, diagnoses and socio-economic studies and others that may directly or indirectly benefit the coffee sector;
b) Disseminate, according to local, regional and national needs, the technologies developed;
c) Promote and support the training of personnel linked to coffee farming;
d) Promote events (meetings, seminars, lectures, symposia, congresses and other training, information, dissemination of technical and scientific knowledge) related to the objective of improving coffee farming, directly or in partnership with public bodies or private companies;
e) Enter into agreements, contracts, cooperation agreements or other legal instruments with individuals or legal entities, universities, public administration bodies and private, national or international companies, seeking to achieve the Foundation's objectives, as well as providing them with a field of study and of research;
f) Promote exchanges between technicians and producers from Brazil and other countries;
g) Support the development of research and extension activities, as well as promote institutional, scientific and technological development through advising the preparation of projects and administration of financial resources received;
h) Develop laboratory activities to support coffee research and producers, such as the development of soil and leaf analysis, biotechnology and others applied to coffee production;
i) Perform the management of research projects resources;
j) Carry out the cultivation and production of coffee and other agricultural crops, on the properties under its management, owned, contracted or assigned;
k) Cooperate with other national or foreign institutions, in the specific area of its competence;
l) To promote the dissemination of scientific and technological knowledge, through the publication and sale of books, periodicals and other forms of communication, texts, data, sound and image.
Art. 8th. In order to fulfill its purposes, the Foundation will be organized into as many work units or bodies as are necessary throughout the national territory and will be governed by this statute and, if necessary and for the convenience of the Board, by an Internal Regulation. .
Single paragraph. The Foundation may organize itself into coordinators, subject to approval by the Board of Trustees.
Art. 9th The Foundation, with a view to achieving its objectives, may sign agreements and/or contracts and articulate, in the appropriate manner, with public or private bodies or entities.
CHAPTER V
ASSETS AND REVENUES
Art. 10th The Foundation's patrimony consists of the initial endowment, the assets obtained through regular acquisition and all the tangible or intangible assets that it acquires free of charge or for consideration, free and unencumbered by encumbrances.
§1. The following acts will depend on the approval of the Board of Trustees and authorization from the Public Ministry (Curatorship of Foundations):
a) Acceptance of donations and bequests with charge.
b) Contracting of loans and financing in banks or through individuals.
c) Disposal, encumbrance or exchange of any goods for the acquisition of others that are more profitable or more suitable for the achievement of its purposes.
Art. 11th The Foundation's income includes:
a) Income from the sale of agricultural production (residue from research), coffee seeds, seedlings and others;
b) Income from the provision of services and from the result of its activities, of any nature, that it may earn;
c) Usufructs and trusts granted to it;
d) Income from bonds, shares or financial assets owned by it or credit operations;
e) Bank interest and other capital income;
f) Contributions from individuals or legal entities, national or foreign;
g) Subsidies, endowments, contributions and other aid stipulated in favor of the Foundation, by the direct or indirect Public Administration;
h) Own income from the properties it owns;
i) Donations and bequests;
j) Other incidental income.
§1. The Foundation's assets and income will be fully invested in the country, for the fulfillment and maintenance of the institutional objectives
§2. The distribution of any portion of the Foundation's assets or earnings, in any form, as profit or profit sharing is prohibited.
§3. Assets belonging to the Foundation may not be used for purposes contrary to the statutory objectives.
CHAPTER VI
ORGANIC STRUCTURE
Art. 12. The Foundation's deliberative, administrative and internal control bodies are, respectively, the Board of Trustees, the Board of Directors and the Audit Committee.
Art. 13. The members of the Curator, Director and Supervisory Boards will not be remunerated, nor will they enjoy any advantage or benefit as a result of the position or function performed, being expressly forbidden to receive any profit, bonus or bonus.
§1. The members of the Curator, Director and Supervisory Boards will not be liable for the Foundation's obligations, except when they act with negligence or willful misconduct, or even in violation of the law or the statute.
Art. 14. The cumulative exercise of the functions of a member of the Board of Trustees and Director is allowed, limited to 1/3 (one third) of the number of members of the Board of Directors.
CHAPTER VII
OF THE BOARD OF CURATORS
Art. 15. The Board of Trustees, the entity's highest decision-making body, will be made up of 10 (ten) members chosen from among people of unblemished reputation and identified with the Foundation's purposes, elected from among the presidents of agricultural cooperatives, credit unions, Producers' unions and associations, with a term of office of 3 (three) years, reelection permitted.
§1. The directors will be elected by the absolute majority of the remaining members, in the event of a vacancy, or of the members to be replaced, in the event of the end of their term of office.
§2. The president of the Board of Trustees will be elected from among and by his/her peers, at the meeting in which the directors are sworn in, and he/she will have, in addition to his/her vote, the casting vote in the event of a tie, as well as the appointment of secretary for the body's meetings. In the absence or impediment of the President, the directors will elect, among them, an ad hoc President.
§3. In the event of a vacancy, the vacant position will be filled within a maximum period of 30 (thirty) days, observing the quorum defined in the 1st.
§4. The new members of the Board of Trustees will be elected at least 30 (thirty) days in advance from the expiration of previous terms, observing the quorum defined in §1.
§5. The member of the Board of Trustees who misses 3 (three) consecutive meetings, or 5 (five) alternate meetings, without justifying themselves within 5 (five) days, will lose their mandate, proceeding to their replacement in the form of paragraph 3 .
§6. The dismissal of any member of the Board of Trustees will occur, at any time, by decision of 2/3 (two thirds) of its members, observing the postulates of due process of law, adversarial proceedings and full defense.
Art. 16. It is incumbent upon the Board of Trustees:
I. To elect, among citizens of unblemished reputation and identified with the purposes of the Foundation, its own members and president, as well as the members of the Board of Directors and Fiscal Council;
II. Decide on the annual budget and on the work program prepared by the Board of Directors, after hearing the Audit Board in advance;
III. Examine the report of the Board of Directors and resolve on the balance sheet and accounts, after the opinion of the Supervisory Board;
IV. Decide on the dismissal of its managing members;
V. To dismiss, by vote of 2/3 (two thirds) of its components, members of any of the bodies that make up the organic structure of the Foundation;
SAW. Comment on the Foundation's strategic planning, as well as on the specific programs to be developed;
VII. Decide on loan proposals;
VIII. Decide on the convenience of acquisition, disposal in any capacity, leasing, encumbrance or encumbrance of movable and immovable property belonging to the Foundation, after the opinion of the Audit Committee;
IX. To resolve on the proposed incorporation, merger, spin-off or transformation of the Foundation;
X. Appreciate and approve the creation and extinction of the units referred to in article 6;
XI. Approve the staff and its changes, as well as salary guidelines;
XII. Approve the Foundation's Internal Regulations and its amendments, in compliance with current legislation;
XIII. Decide on any matters of interest to the Foundation that are submitted to it;
XIV. Deliberate together with the Board of Directors:
a) on statutory reforms;
b) on the extinction of the Foundation;
XV. Call a meeting of the Supervisory Board and the Board of Directors;
XVI. Resolve the omissions of this Statute based on analogy, equity and general principles of law.
XVII. Approve the accession of other institutions.
Art. 17. The powers of the President of the Board of Curators are:
I. convene and preside over the Board of Trustees;
II. to communicate between the collegiate and the executive body of the Foundation.
Art. 18. The Board of Trustees will meet, ordinarily, 2 (two) times a year, once in each semester, to:
I. Decide on the Foundation's budget allocation;
II. Define the institutional policy and strategy to be adopted in the following year;
III. Acknowledge the report of activities and judge the rendering of accounts for the year ended, after the opinion of the Fiscal Council;
IV. To elect its own members and president, as well as the members of the Board of Directors and Fiscal Council, when applicable.
Single paragraph. Ordinary meetings will be installed, on first call with 1/3 (one third) of the members of the Board of Trustees and, on second call, 30 (thirty) minutes after the first call, with any number of attendees.
Art. 19. The Board of Trustees will meet, extraordinarily, when called:
I. By its President;
II. By 1/3 of its members;
III. By the absolute majority of the members of the Board of Directors or Fiscal Council.
Single paragraph. Extraordinary meetings will be installed, on first call with 2/3 (two thirds) of the members of the Board of Trustees and, on second call, 30 (thirty) minutes after the first, with the presence of the absolute majority of its members.
Art. 20. Calls for ordinary and extraordinary meetings will be made at least 5 (five) days in advance, by means of personal correspondence, fax, e-mail or other data transmission system, indicating the agenda to be dealt with.
Art. 21. The decisions of the Board of Trustees, except for the cases expressed by law, in these Bylaws or in the Internal Regulations, will be taken by the vote of the simple majority of the members present.
CHAPTER VIII
BOARD OF DIRECTORS
Art. 22. The Board of Directors, the administration and execution body, is composed of:
I. Chief Executive Officer;
II. Secretary Director;
III. Administrative-financial director.
§1. The Chief Executive Officer is the President of the Foundation.
§2. The members of the Board of Directors will be elected and sworn in by the Board of Trustees, for a term of 3 (three) years, reelection permitted.
§3. In case of vacancy in the Board of Directors, the Board of Curators will meet, within a maximum period of 30 (thirty) days, to elect the replacement, who will fill the vacancy for the remaining term of office.
§4. It will be up to the Secretary Director to replace the President Director in case of absence and, while the election referred to in §3° is not held, in case of vacancy.
§5. The new members of the Board of Directors will be elected at least 30 (thirty) days in advance from the expiration of previous terms.
§6. The member of the Board of Directors who misses 3 (three) consecutive meetings, or 5 (five) alternate meetings, will lose their mandate, without justifying themselves within 5 (five) days, replacing them in the manner provided for in §3 .
§7. The dismissal of any member of the Board of Directors will occur, at any time, by decision of 2/3 (two thirds) of the members of the Board of Trustees, observing the postulates of due process of law, adversarial proceedings and full defense.
Art. 23. The Board of Directors shall meet whenever convened by the president, by the majority of its members, or even by the Board of Trustees or the Audit Board, and its decisions shall be made, except in cases expressed by Law, these Bylaws or the Internal Regulations , taken by a simple majority vote.
Single paragraph. The call for meetings of the Board of Directors will be made at least 2 (two) days in advance, by means of personal correspondence, fax, e-mail or other data transmission system, specifying the agenda to be dealt with.
Art. 24. It is incumbent upon the Board of Directors:
I. Elaborate and execute the annual program of activities, the strategic planning and programs to be developed by the Foundation and submit them to the Board of Trustees;
II. Prepare and propose amendments to the Statute, create and amend the Foundation's Internal Regulations, submitting them for approval by the Board of Trustees;
III. Comply with and enforce the Statute, the Internal Regulations and the rules and resolutions of the Board of Trustees;
IV. Carry out and approve agreements, agreements, cooperation terms, adjustments and contracts, including those that constitute burdens, obligations or commitments for the Foundation, after hearing the Board of Trustees;
V. To prepare and present to the Board of Trustees the annual report and the respective income statement for the year ended, as well as balance sheets to monitor the entity's financial and equity situation;
SAW. Prepare the annual budget for the next fiscal year and propose changes, submitting it to the Board of Trustees for approval;
VII. Engage with public and private institutions, both in the country and abroad, for mutual collaboration in activities of common interest;
VIII. Prepare and submit to the Public Prosecutor's Office (Curatorship of Foundations), annually, within a period of 6 (six) months from the end of the financial year, its accounts and balance sheets, as well as detailed reports on the activity and situation of the entity in the respective year ;
IX. Submit to the Board of Trustees the creation of administrative and auxiliary bodies at any level;
X. To propose to the Board of Trustees the creation or extinction of the units referred to in art. 6th;
XI. Provide the Curator and Fiscal Councils with the information and means necessary for the effective performance of their duties;
XII. Propose and submit for the approval of the Board of Trustees the staff and its changes, as well as salary guidelines;
XIII. Issue operational and administrative rules necessary for the Foundation's activities;
XIV. Convene meetings of the Board of Trustees, Director and Supervisory Board.
XV. Together with the Board of Trustees, resolve:
a) on statutory reforms;
b) on the extinction of the Foundation.
Art. 25. It is incumbent upon the Chief Executive Officer:
I. Represent the Foundation, actively and passively, judicially and extrajudicially;
II. To guide, direct and supervise the activities of the Foundation, as well as its employees and contracted legal entities;
III. Convene and chair the meetings of the Board of Directors;
IV. Sign, together with the Administrative-Financial Director, checks and money orders, as well as any documents related to active operations, including bank transactions and other financial investments of the Foundation;
V. Sign agreements, agreements, adjustments and contracts with public and private entities or with individuals, in order to ensure the full realization of the Foundation's objectives, as well as the guidelines established by the Board of Trustees;
SAW. Maintain contacts and develop actions with public and private entities to obtain resources, donations, loans and establishment of agreements and agreements that benefit the Foundation;
VII. Admit, promote, transfer and dismiss Foundation employees;
VIII. Hire an individual or legal entity to advise you in the exercise of the function;
IX. Prepare and present to the Board of Trustees the annual report and the respective financial statements for the year ended;
X. Direct and supervise all activities of the Foundation;
XI. Submit the rendering of accounts to the Public Prosecutor's Office;
XII. To designate, by means of an ordinance, commissions to study specific problems.
Art. 26. It is incumbent upon the Secretary Director:
I. Collaborate with the Chief Executive Officer in the direction and execution of all activities of the Foundation;
II. Substitute the Chief Executive Officer in his/her absences, eventual absences or impediments;
III. Publish all the news of the Foundation's activities, within the schedule outlined by the Board of Directors;
IV. Maintain the custody, integrity and archiving of all Foundation documents;
V. Supervise the preparation of the annual activity report, the strategic planning and the programs to be developed by the Foundation;
SAW. Carry out activities delegated by the Chief Executive Officer.
Art. 27. It is incumbent upon the Administrative-Financial Director to:
I. Supervise and control the Foundation's income, expenses and financial investments;
II. Collect and account for contributions, rents, aid and donations made to the Foundation, keeping the bookkeeping and documentation up to date and in perfect order;
III. Monitor and supervise the Foundation's accounting work, hiring qualified professionals, ensuring that all tax and labor obligations are duly complied with in a timely manner;
IV. Supervise the preparation of the annual rendering of accounts and the Foundation's balance sheet;
V. Supervise the preparation of the budget proposal for each year, referring to the cost of the Foundation's structure and administration;
SAW. Sign, together with the Chief Executive Officer, checks and money orders, as well as any documents relating to active operations, including bank transactions and other financial investments of the Foundation;
VII. Make payments for all the Foundation's obligations;
VIII. Present the financial report to be submitted to the Board of Trustees;
IX. Present a balance sheet of income and expenses to the Fiscal Council, whenever requested;
X. Publish annually the statement of income and expenses incurred in the year;
XI. To prepare, based on the budget made in the year, the budget proposal for the following year to be submitted to the Board of Directors, for further consideration by the Board of Trustees;
XII. Keep all documents related to the Treasury under your custody and responsibility.
CHAPTER IX
FISCAL COUNCIL
Art. 28. The Fiscal Council, an inspection and internal control body, will be composed of 3 (three) full members and 3 (three) substitutes, elected by the Board of Trustees, with a term of office of 3 (three) years, reelection being permitted.
§1. The cumulative exercise of the functions of a member of the Supervisory Board and of the Board of Trustees and Director is prohibited.
§2. The effective members of the Fiscal Council will elect, among themselves, the chairman of the body.
Art. 29. The alternate director will replace the effective member at meetings that he cannot attend, and he will also be responsible for occupying the position in case of vacancy, completing the term of office of the substituted member.
Art. 30. In the event of a vacancy in the Audit Committee's substitute, the Board of Curators will meet, within a maximum period of 30 (thirty) days, to elect the new substitute.
Art. 31. The Fiscal Council will meet ordinarily every six months and extraordinarily, whenever called by its President, by the majority of its members or, even, by the Board of Trustees or the Board of Directors and its decisions will be taken by a simple majority of votes, except for the cases expressed by Law, these Bylaws or the Internal Regulations.
Single paragraph. The call for meetings of the Fiscal Council will be made at least 5 (five) days in advance, by means of personal correspondence, fax, e-mail or other means of data transmission, indicating the agenda to be dealt with.
Art. 32. The member of the Audit Committee who misses 3 (three) consecutive meetings, or 5 (five) alternated, without justifying himself within 5 (five) days, will lose his mandate, replacing him in the manner provided for in art. . 28.
Art. 33. It is incumbent upon the Audit Committee to:
I. Examine the accounting books, the documentation of income and expenses, the state of the cash and the amounts on deposit, with free access to administrative services, also being able to request and check documents;
II. Examine the balance sheet presented by the Board of Directors, giving an opinion on it;
III. Appreciate the balance sheets, books, inventories and other documents related to the Rendering of Accounts of the Board of Directors, issuing an opinion on them;
IV. Issue an opinion on the economic-financial and patrimonial aspects, of the annual activity report presented by the Foundation's Board of Directors, as well as on the rendering of accounts and the balance sheet, forwarding a copy to the Board of Trustees within 5 (five) days, to count of the elaboration;
V. Issuing an opinion on questions submitted to it by the other bodies of the Foundation;
SAW. Call, by unanimous vote of its members and justifiably, meetings of the Board of Trustees or the Board of Directors;
VII. Request books, documents, contracts, agreements and any data on the Foundation's life, verifying that they comply with these Statutes and are covered by legal formalities;
VIII. Propose to the Board of Curators the hiring of an external and independent auditor, when necessary;
IX. Report the existence of irregularities to the Board of Trustees.
CHAPTER X
FINANCIAL YEAR AND BUDGET
Art. 34. The financial year of the Coffee Technology Support Foundation - FUNPROCAFÉ will coincide with the calendar year.
Art. 35. The Board of Directors will submit to the Board of Trustees, by November 30 of the previous year, the budget proposal for the following year.
§1. The budget proposal will be one, annual and will comprise:
a) estimated revenue, broken down by funding sources;
b) setting the expense with analytical breakdown.
§2. The Board of Trustees shall, until December 30 of each year, discuss, amend and approve the budget proposal for the following year, not being able to increase expenses without indicating the respective resources.
§3. Once the budget proposal has been approved or the period provided for in the previous paragraph has elapsed without its approval being verified, the Directing Council is authorized to carry out the foreseen expenses.
§4. After being appreciated by the Board of Trustees, the budget proposal will be forwarded to the competent body of the Public Ministry.
Art. 36. The annual rendering of accounts, to be carried out in accordance with the fundamental principles and Brazilian accounting standards, will be submitted to the Board of Trustees based on the financial statements ended on December 31 of the previous year.
§ 1. The Foundation's accountability will contain all the elements necessary for its perfect understanding, among others, the following elements:
I. detailed activity report;
II. balance sheet;
III. income statement for the year;
IV. demonstration of the origins and applications of resources;
V. comparative table between fixed and realized expenditure;
SAW. opinion of the Supervisory Board;
VII. explanatory notes to the balance sheet.
§ 2. After being appreciated by the Board of Trustees, the rendering of accounts will be forwarded to the competent body of the Public Ministry.
CHAPTER XI
AMENDMENT TO THE BYLAWS
Art. 37. The Foundation's statute may be amended or reformed at the proposal of the chairman of the Board of Trustees, the Chief Executive Officer, or at least 3 (three) members of its Board of Trustees and Director, at a meeting called for this purpose, provided that:
I. the change or reform is discussed at a joint meeting of the members of its Board of Trustees and Director and approved by at least 2/3 (two thirds) of the votes of all its members;
II. the alteration or reform does not contradict or distort the purposes of the Foundation;
III. whether the reform is approved by the competent body of the Public Prosecutor's Office.
CHAPTER XII
EXTINCTION OF THE FOUNDATION
Art. 38. The Foundation will be dissolved by reasoned deliberation of its Board of Trustees and Director, approved by at least 2/3 (two thirds) of the votes of all its members in a joint meeting, when it is verified, alternatively:
I. the impossibility of its maintenance;
II. the illegality or uselessness of its purposes.
Art. 39. Once the process is concluded, the Foundation's residual assets will be fully reverted to another similar entity, which proposes the same or similar purpose.
Single paragraph. The competent body of the Public Prosecutor's Office must be personally notified of all phases of the Foundation's dissolution procedure.
CHAPTER XIII
GENERAL AND TEMPORARY PROVISIONS
Art. 40. The Foundation's employees will be hired, through a selection process, under the regime recommended by the Consolidation of Labor Laws, complemented by the Foundation's internal rules.
Art. 41. Income from the sale of agricultural production (residue from research), coffee seeds, seedlings and others will be used mainly to pay for labor hired to carry out maintenance activities in the experimental fields.
Art. 42. The competent body of the Public Ministry, in the event of well-founded indications of irregularities in the Foundation, may hire, at its expense, the independent audit service to investigate the facts.
Art. 43. The meetings of the Foundation's bodies will be recorded in the proper books, and copies must be sent to the Public Prosecutor's Office (Curatorship of Foundations), for approval, within 15 (fifteen) days, of the minutes whose topics are: statutory reform, acceptance of donations and legacies with a charge, contracting of loans and financing, alienation, encumbrance or exchange of real estate, election and investiture of directors and officers and termination of the Foundation.
Art. 44. The Foundation will keep the accounting and tax bookkeeping in its own books, covered by legal formalities and capable of ensuring their accuracy.
Art. 45. The Foundation may be identified by a symbol or logo chosen by the majority of the Board of Trustees.
Art. 46. Cases not covered by the present statute will be resolved by the Board of Trustees.
Art. 47. Cases not satisfactorily resolved by the Board of Trustees will have their solution indicated by the Public Ministry, through the competent body to assist the foundations.