statute
Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620.
Index
Article 1.⁰ - Designation, Character and Duration ..................................... ......................................... two
Article 2.⁰ - Headquarters ................................................... ................................................................ ............................. two
Article 3.⁰ - Objectives and activities .......................................... ................................................................ ... two
Article 4.⁰ - Relationship with other organizations ................................................... ................................... 3
Article 5.⁰ - Revenue ................................................... ................................................................ ......................... 3
Article 6.⁰ - Expenses ................................................... ................................................................ ..................... 3
Article 7.⁰ - Associates ................................................... ................................................................ ................... 4
Article 8.⁰ - Voting Rights .......................................... ................................................................ ............... 5
Article 9.⁰ - Form of obliging the Association ................................................... ................................................... 6
Article 10.⁰ - Governing bodies and mandates ......................................... ................................................... 6
Article 11.⁰ - General Meeting .......................................... ................................................................ ....... 6
Article 12.⁰ - Extraordinary General Meeting .......................................... ................................... 7
Article 13.⁰ - Board of the General Meeting ................................................... ................................................... 8
Article 14.⁰ - Board of Directors .......................................... ................................................................ ....... 8
Article 15.⁰ - Supervisory Board .......................................... ................................................................ ........... 9
Article 16.⁰ - Amendment to the Bylaws .......................................... ................................................ 10
Article 17.⁰ - Dissolution................................................... ................................................................ ................10
Article 18.⁰ - Other provisions .......................................... ................................................................ ... 10
Article 19.⁰ - Omissions ................................................... ................................................................ ...................10
Article 20 - Of the Forum ............................................. .................................................. ..................... 10
(MAY 2017)
Article 1.⁰ - Designation, Character and Duration
1. The association called Brazilian Association of Innovative Electric Vehicle Owners, abbreviated as ABRAVEI, is constituted as of 05/01/2017 and to last indefinitely;
2. The Association has a national character, non-profit or any political or religious orientation;
3. The Association is governed by these statutes and other applicable legal provisions.
Article 2.⁰ - Headquarters
1. The Association will have its first headquarters at Rua Guandu, 155, in the Pimenteiras neighborhood – Teresópolis – RJ, CEP 25963-620, within the Golden Zone Space, and may at any time be transferred to another location, according to the decision of the General meeting;
2. The head office is in a place provided, at no cost to the association, and the property belongs to the company Golden Service Ltd., CNPJ 31.429.442/0001-81, headquartered at Rua Guandu, 155 – Teresópolis/RJ. Golden Service owns three BMW i3 electric vehicles, with three Wallbox Pros on site for charging, as well as 220V sockets capable of supporting simultaneous charging and also having solar energy generation;
3. The Association can create sub-headquarters in other parts of the national territory, and the sub-headquarters is now created in the city of São Paulo/SP, at Rua Borba Gato, 331 - Bloco G, apto 193, Santo Amaro neighborhood.
Article 3.⁰ - Objectives and Activities
1. ABRAVEI is an association composed of electric vehicle owners, and its objectives are: 1.1. Promote Sustainable Mobility, which produces low or no emission of pollutants, through the dissemination of electric vehicles for sale in Brazil, the innovations presented by the market, the holding of Meetings, Conferences and training actions on Electric Mobility in its different areas: vehicles, their driving, batteries and charging systems, as well as the promotion and dissemination of public and private charging infrastructure and a policy of public and private incentives; Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 3 1.2. Represent the interests of associates in matters involving their electric vehicles before the manufacturer and/or brand dealerships throughout the national territory. The Association's main activities are: 1.3.Promote dialogue with companies and public entities in the electric vehicle sector; 1.4. Make the largest number of municipalities, public foundations, public companies and public bodies aware of the need to create and expand the public infrastructure for normal, semi-fast and fast charging. 1.5. Support promotion, advice and act as an information platform in the implementation of the electric vehicle by public and private companies; 1.6.Create and keep the Association's portal updated – www.ABRAVEI.org.; 1.7. Act in favor of public and private incentive policies aimed at popularizing sustainable electric mobility in the country; 1.8.Promote collective legal actions and measures, when necessary, to safeguard the rights and interests of its associates in matters involving the manufacturer and/or brand dealers.
Article 4.⁰ - Relationship with other organizations
The Association may establish relations with any national and international organizations or associations with them, agreeing on forms of cooperation consistent with its social objective.
Article 5.⁰ - Revenues
The following constitute the Association's income: a) The fees and membership fees, the value of which will be approved by the General Assembly; b) Subsidies and contributions attributed to it; c) Any other donations, inheritances or legacies; d) All financial resources collected from the activities developed.
Article 6.⁰ - Expenses
1. The Association's expenses are those that result from the exercise of its activities, in compliance with the Statute, the Internal Regulation and the provisions that are imposed by law; Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 4 2.For the proper maintenance of the association, its expenses may generate extra fees that will be shared among the associates.
Article 7.⁰ - Associates
1. The Association will accept as a member natural or legal persons, proven owners in Brazil, through the DUT, of the following vehicles: 1.1 Pure electric vehicles – BEV's; 1.2 Electrics with autonomy extender – REX's; 1.3 Electric hybrids, however plug-in (with external battery charging); 1.4 Electric, different from the previous ones, however approved in the Assembly, according to article 16 of these statutes; 2. All natural or legal persons interested in participating in the purposes proposed in Article 3 and permitted by law may be members of the Association; 3. Electric vehicle manufacturers will not be accepted as associates; 4. The Associates enter into full enjoyment of their rights and obligations after approval of their admission at a meeting of the Board of Directors, upon payment of a fee and the first fee; 5. The Internal Regulations will specify the rights and obligations of the associates. 6. Associates can have the following categories: Founders, Effective, Meritorious and Honorary; 6.1 Founding Members, who are also Effective Members, are those who adhere to the Association until the 1st (one) day of May in the year two thousand and seventeen, who are responsible for the payment of a founder's fee in the amount of ¼ of the value of the national minimum wage, as well as an annual quota of ½ of the value of the national minimum wage, due at the beginning of the period; 6.2 Effective members are those who are admitted to the Association after the 01 (one) day of the month of May, in the year two thousand and seventeen; Effective Associates will pay a fee in the amount of ¼ of the value of the national minimum wage, at the time of admission and an annual fee of ½ of the value of the national minimum wage, due at the beginning of the period; 6.3 Meritorious Associates are all individuals or legal entities that stand out for supporting the Association; 6.4 Honorary Associates are nationally or internationally renowned personalities and entities whose action is in accordance with the objectives of the Association; 7. The appointment of Meritorious and Honorary members is the responsibility of the General Assembly; 8. Honorary Members are exempt from dues, as long as they have not been effective members of the Association prior to this designation. Meritorious members may also have some benefit according to the decision to be taken by the General Assembly depending on the relevance of their contribution made in favor of the Association; Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 5 9. The admission of the member will be through his/her request through the proper form, delivery of the required documentation and the approval of the same by the Board of Directors. The documentation will be: DUT of the vehicle, proof of residence, identity and CPF of the owner of the vehicle or responsible for the company; 10. Membership is lost: 10.1 By exclusion; 10.2 By dismissal; 10.3 For the dissolution of the Association; 11. The exclusion or dismissal of the associate will occur when he does not comply with any article of these statutes and by decision of the board, as well as: 11.1 The practice of acts harmful to the interests and purposes of the Association or that may dishonor or harm it; 11.2 Intentional violation of the Association's statute and regulations and non-compliance with the social obligations imposed on them; 11.3 The repeated non-payment of contributions by the collaborating members, if not effective after notice from the Board of Directors; 12. Members' rights are: 12.1 Vote and be voted for elective positions, as long as they fulfill their obligations; 12.2 Take part in General Meetings; 12.3 Propose the admission of new members; 12.4 Propose suggestions that add value to the Association's activities; 13. They are duties of the associates; 13.1 Comply with statutory and regimental provisions; 13.2 Accept the decisions of the General; 13.3 Contribute to the achievement of the entity's objectives and care for its name and integrity.
Article 8.⁰ - Voting Rights
1. Founding Associates will have five voting rights. 2. New members will be entitled to one vote, increasing one additional voting right for each year of membership, up to a maximum of five voting rights. As follows: a) Founding members – five voting rights; b) New members – one right to vote, and one right to vote each year; c) Members with five or more years of membership – five voting rights. d) In the voting of the General Assembly, in the event of a tie, the votes of the founders will be used as a tie-breaking criterion. Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 6
Article 9.⁰ - Way to oblige the Association
1. The Association is bound by the joint signatures of the President and Vice-President of the Board of Directors; 2. In order to open bank accounts and operate the same, the individual signatures of the following association members will only be necessary: a) President of the Board of Directors, or; b) Vice-President of the Board of Directors or; c) Treasurer; d) Since all the movement carried out by the above members is previously known to all the above authorized members; 3. In cases of mere business, the signature of any member of the Board of Directors will suffice, without the need for prior notice.
Article 10.⁰ - Governing bodies and mandates
1. The association's bodies are: a) The General Assembly; b) The Board of Directors; c) The Supervisory Board. 2. The association's governing bodies may self-regulate their functioning through the elaboration of their own regulations, provided that they do not contradict the provisions of the law and these statutes; 3. The term of office of the association's elected governing bodies is two years; 4. The beginning of the fiscal year and the mandates of the governing bodies will always be on the first of May; 5. The governing bodies are not remunerated for the performance of their duties, unless otherwise provided for in the general meeting.
Article 11.⁰ - General Meeting
1. The General Assembly is made up of all members in full enjoyment of their associative rights, expressly convened under the terms of the Law and the Association's Internal Regulations; 2. The call for the General Meeting will be made by e-mail addressed to each member and published on the Association's portal, one month in advance and also upon publication of the respective notice under the terms legally provided for the acts of commercial companies; 3. The place where the General Assembly will be held may be at the Association's Headquarters, in the delegations, via video conference technology such as, but not limited to: Google Hang Out, Skype, Go To Meeting and IMO or another place indicated by the Chairman of the Board of the General Meeting, in its own notice; Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 7 4. If at least half of the associates are not present at the appointed time, the General Assembly will meet, on second call, half an hour later, with the number of associates present, validly deliberating; 5. Members can participate in the Assembly in person or through proxy via the internet or video conferencing technologies such as, but not limited to: Google Hang Out, Skype, Go To Meeting and IMO; 6. The General Assembly will be recorded in the minutes and sent within 30 calendar days to all associates; 7. It is incumbent upon the General Meeting to: a) Elect the board of directors and the supervisory board; b) Approve the activity plans and budget; c) Approve the report of activities and accounts, as well as the opinion of the Supervisory Board; d) Appoint and dismiss the holders of the governing bodies; e) Decide on the exclusion of members; f) Amend the statutes, ensure compliance with them, interpret them and resolve omissions; g) Determining the value of the annual fee to be paid by the associates; h) Decide on any change in the annual fee payment to another frequency, such as monthly, bimonthly, quarterly or half-yearly, according to the needs that have been detected by the association; i) Decide on the change of headquarters and on the creation of delegations; j) Decide on the proposal for the application of results presented to it by the Board of Directors; k) Practicing the other highs provided for by law; l) Carry out all the acts that, by force of law or of these statutes, do not belong to other bodies; m) To issue an opinion on all statutes and acts submitted to it by the Board of Directors; n) Meet annually, always on the first of May of each year or on a similar date, with a maximum of one month in advance or one month in delay.
Article 12.⁰ - Extraordinary General Meeting
1. The Extraordinary General Assembly is the extraordinary meeting of all associates, in full enjoyment of their rights, expressly requested, at the Board of the General Assembly, for a minimum of one quarter of the voting rights of the partners, under the terms of the law and the Association's Internal Regulations; 2. The Extraordinary Shareholders' Meeting will be called and will operate under the same terms as the Ordinary Shareholders' Meeting; Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 8 3. The place where the Extraordinary General Meeting will be held may be at the Association's Headquarters, in the delegations or other place indicated by the Chairman of the Board of the General Meeting, in the call of the same; 4. The participation of members in the Assembly can be done in person or through proxy via the internet or video conference technologies such as, but not limited to: Google Hang Out, Skype, Go To Meeting and IMO; 5. The Extraordinary General Meeting will be recorded in the minutes and sent within 30 calendar days to all associates.
Article 13.⁰ - Board of the General Meeting
1. The Board of the General Assembly is composed of three members, being a President, a Vice-President and a secretary, responsible for directing the work of the General Assembly in accordance with the Law and the Association's Internal Regulations; 2. The secretary shall record the contents of the meeting in the minutes.
Article 14.⁰ - Board of Directors
1. Board of Directors is composed of an odd number, up to five members: a President, a Vice-President, a Treasurer, a Secretary and a Member. 2. It is incumbent upon the Board of Directors to: a) Define and direct the association's internal organization in accordance with the provisions of the law and these statutes; b) Acquire, manage and dispose of the Association's assets and resources, under the conditions provided for in these statutes; c) Direct the Association's activity in compliance with the activity plans, approved budgets and the General Assembly guidelines; d) Establish the Association's internal structure in accordance with the needs arising from its correct, efficient and rational functioning; e) Hire, direct and fire personnel and collaborators, setting the respective working conditions and remuneration and exercising disciplinary power, in accordance with applicable legislation, namely that established in the Labor Code; f) Prepare and submit, in time for the approval of the General Meeting, the activities plan and budget and the activity report and accounts for each year, accompanied by the opinion of the Supervisory Board; g) Enter into contracts, protocols and agreements with third parties and perform all acts necessary for their execution; h) Represent the Association, either in court, actively and passively, or before third parties, in any acts and contracts; Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 9 i) Decide on the affiliation, adhesion or association with other organizations, national or foreign, that pursue purposes or carry out activities relevant to the fulfillment of their object; j) Represent the Association in national and international forums. k) Accept donations, inheritances or legacies. 3. The Board of Directors meets ordinarily twice a year, for the development of initiatives considered relevant for the functioning of the Association; 4. For the Board of Directors to meet validly, at least two of its members must be present, one of them being its Chairman; 5. Decisions are taken by majority vote of the members present, with the chairman having a tie-breaking vote; 6. It is expressly forbidden for members of the board of directors to receive gifts, advantages or benefits from any company and/or individual linked to companies or entities that operate in and/or with the automobile market.
Article 15.⁰ - Fiscal Council
1. The supervisory board is composed of three elements, being a President, a Secretary and a Rapporteur; 2. It is incumbent upon the Supervisory Board: a) To supervise the administration of the Association, ensuring compliance with the law, the statutes and the resolutions of the General Assembly; b) Examine the accounting documentation and give an annual opinion on the budget and on the plan of activities from the perspective of its budgetary coverage, as well as on the report, balance sheet and accounts; c) Give an opinion on the acquisition, lease, sale and encumbrance of immovable property; d) Give an opinion on the acceptance of donations, inheritances or legacies; e) Ensuring all other powers attributed to it by the General Law or arising from the application of the statutes or regulations.; 3. The Supervisory Board meets ordinarily once a year, to issue an opinion on the documents referred to in paragraphs c) and f) of paragraph 2 of article 14, and extraordinarily whenever convened by its Chairman or the request of the Board of Directors; 4. The Supervisory Board shall allow the members of the Supervisory Board to examine the books and documents of the bookkeeping, as well as provide them with all the information and provide them with all the clarifications requested; 5. The Supervisory Board's resolutions are taken by a simple majority; 6. The annual balance sheet will always be audited by an independent company. Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 10
Article 16.⁰ - Amendment to the Bylaws
The Association may amend the current Statute by deliberation of the General Assembly, convened for this purpose, under the terms of the law and the General Internal Regulation, with a favorable vote of at least three quarters of the number of associates present, physically or virtually, via videoconference, telephone or other technology that allows group participation and discussion, at the General Assembly convened for this purpose, observing a minimum quorum of half plus one of the associates with the right to vote.
Article 17.⁰ - Dissolution
The Association may dissolve itself by deliberation of the General Assembly, convened for this purpose, under the terms of the law and the General Internal Regulation, with a favorable vote of at least two thirds of the number of all associates (Art.59 of the Civil Code).
Article 18.⁰ - Other provisions
The expenses of incorporation, amendment of the Statute, as well as the inherent associated registrations, are borne by the Association.
Article 19.⁰ - Omissions
Where the statute is omitted, the provisions of the Civil Code and other legislation on associations are in force, complemented by the Internal Regulations, the approval and amendment of which are the responsibility of the General Assembly.
Article 20.⁰ - Forum
The forum of the city of Rio de Janeiro is hereby elected to settle all legal matters relating to these statutes. Teresópolis, April 30, 2017 Statute of ABRAVEI – Brazilian Association of Innovative Electric Vehicle Owners - www.ABRAVEI.org Address: Rua Guandu, 155 – Teresópolis/RJ – CEP 25963-620. 11