COMITÊ BRASILEIRO DE ARBITRAGEM BYLAWS

   
CHAPTER I

NAME, HEAD OFFICE, TERM OF DURATION AND PURPOSES

   
Art. 1. The COMITÊ BRASILEIRO DE ARBITRAGEM – CBAR – is a nonprofit association with an indefinite term of duration, headquartered at Rua Dr. Eduardo de Souza Aranha, 387 – 15th floor, 04543-121, in the city of São Paulo, state of São Paulo, governed by the terms of these bylaws and  the applicable provisions.
Sole paragraph – CBAR shall have the right to establish operational headquarters or regional offices in all Brazilian states whenever it deems convenient. Such offices shall be established through designation of the Executive Board and approval at a General Meeting.
Art. 2. CBAR’s purpose is to promote legal and interdisciplinary studies of, as well as to disseminate and improve, arbitration and other forms of alternative dispute resolution.
Art. 3. In CBAR’s view, defending, preserving and increasing the democratic order are prerequisites of scientific and technologic activities committed to pursuing academic quality and fostering a critical understanding of reality.
Art. 4. In order to achieve its purposes, CBAR must seek to:
I – stimulate and support legal studies of arbitration through research, debate, education and other forms of knowledge sharing.
II – encourage legal research in the specialty referred to above, both within sociological and philosophical dimensions, always preserving researchers' independence unconditionally;
III – disseminate arbitration, the social purposes and system of rules applicable thereto and the rights of the parties and agents involved therein.
IV – promote cooperation and exchange between scholars of arbitration in Brazil and abroad;
V – assist in developing national, local and international arbitration policies, subject to the terms set forth herein;
VI – engage in the protection of interests and rights relating to arbitration, and
VII – support the development of statutes and case law in the topic of arbitration.
 
Art. 5. CBAR shall pursue the purposes referred to in the preceding article by:
I – holding an Annual Conference with the participation of law scholars involved in the study of arbitration, general theory of Law and humanities in general;
II – organizing seminars, study groups and conferences;  
III – publishing journals and books and organizing specialized libraries, preferably available on the Internet;
IV – promoting research, whether through scholarships, public or private initiatives or agreements between academic institutions;
V – participating in conferences, seminars and study commissions created by public or private initiative or on academic level;
VI – promoting exchange with universities;
VII – cooperating and exchanging experience with scientific associations engaged in other areas of study;
VIII – cooperating and exchanging experience with Brazilian and foreign associations with similar purposes;
IX – cooperating and exchanging experience with trade associations, arbitration institutions, unions, public entities and the Courts;

 
CHAPTER II
MEMBERS

 
Art. 6. Any individual or entity, whether Brazilian or foreign, who develops activities concerning – although partially – arbitration in general and alternative forms of dispute resolutions shall be eligible to apply to become a member of CBAR.
Art. 7. In order to become a member, the interested party must submit an application for membership. Admission to membership shall be decided upon by resolution of the Board pursuant to the Internal Rules.
Art. 8. Membership shall be divided into the following categories:
  I - Founding members;
II - Honorary members;
III – Current members;
IV – Sponsors.
 
§ 1 Founding members shall be the signatories of CBAR's deed of foundation.
§ 2 Honorary members shall be those with reputable knowledge in arbitration, appointed by two thirds of the Board members present at a meeting with a quorum of at least one half (50%) of the members of the Board.
§ 3 Current members shall be those whose application for membership is approved by the Board.
§ 4 Sponsors shall be all those – members or non-members – who provide significant services or make relevant donations to the entity, according to a  resolution adopted by two-thirds (2/3) of the Board members present at a meeting with a quorum of at least one half (50%) of the members of the Board.

CHAPTER III
MEMBERS’ RIGHTS AND DUTIES

 
Art. 9. Provided that they are in compliance with their duties with CBAR, members shall have the right to:
I – receive publications and notices from CBAR;
II – use the services provided by CBAR;
III – vote and be voted on pursuant to the terms of these Bylaws and the Internal Rules.
Sole paragraph. Sponsors shall not be entitled to any of the rights set forth in item III hereof unless they also fall under the category of founding, honorary or current member. 
Art. 10. CBAR members shall have the following duties:
I – comply and procure compliance herewith, with the resolutions adopted at Meetings, by the Board, the Executive Board and the Internal Rules;
II – protect CBAR’s assets;
III – pay all their dues with CBAR in a timely fashion.
§ 1 Any breach of CBAR’s purposes or any other major relevant reason may result in termination of membership, pursuant to a resolution adopted by two-thirds (2/3) of the Board members present at a meeting with a quorum of at least one half (50%) of the members of the Board, subject to appeal at a General Meeting.
§2 Should there be any trace of action by a member which may be regarded as cause for termination of membership, the Board shall, upon call made by any of its members or at least five (5) CBAR members, hold a meeting where, if the cause for termination is confirmed and according to the relevance thereof, it shall decide for the temporary suspension of the relevant member or immediate termination of the membership.  Upon expiration of the suspension period, the Board shall decide whether to reinstate the member or permanently terminate the membership with CBAR.
§ 3 Indebtedness to CBAR for two consecutive months shall be cause for membership termination.  
Art. 11. Founding and current members shall pay dues to CBAR at such amounts and under such conditions as established by the Executive Board.
Art. 12. Members shall have no joint or several liability for the obligations pertaining to the membership. 
Art. 13. CBAR shall have the following bodies:
I – a General Meeting;
II – an Executive Board;
III – a Board;
IV – a Supervisory Board; and  
V – a Scientific Board.

•  GENERAL MEETING

Art. 14. CBAR’s highest decision-making body shall be the General Meeting, whose decisions shall be sovereign, subject to the terms hereof. 
§ 1 Only those members who are not in default with their duties on the relevant meeting date shall have the right to attend General Meetings.
§ 2 Subject to the provisions of the preceding paragraph, General Meetings shall be held on first call with the attendance of more than one half of the total members and on second call with the attendance of any number of members, subject to the provisions of article 15, sole paragraph, hereof.
§ 3 Calls for General Meetings shall be made upon notice given no less than fifteen (15) days in advance of the relevant meeting, through a letter sent by mail or fax, electronic mail or notice posted on CBAR's website. It shall be the Executive Board’s or the Board’s duty to call General Meetings.
§ 4 Ordinary General Meetings shall be held once a year - preferably when the Annual Conference takes place - with the purpose of discussing the activity report and the Board’s accounting, as well as other topics on the agenda.
§ 5 Special Meetings shall be held whenever necessary or upon written request made by at least twenty percent (20%) of the members who, on the date of such request, are not in default with their duties and have at least six (6) months’ membership in CBAR.
Art. 15. The duties of the General Meeting are:
I – judge any appeals against decisions made by the Boards and the Executive Board;  
II – elect the members of the Executive Board, Board, Supervisory Board and Scientific Board;
III – remove the members of the Executive Board, Board, Supervisory Board and Scientific Board;
IV – approve the activity report and the accounts regarding the previous year;
V – amend CBAR’s bylaws;
VI – decide on CBAR’s dissolution;
VII – decide on other matters of interest to CBAR.
Sole paragraph. The matters set forth in item III hereof shall be decided on first call if at least the absolute majority of the members are present at the General Meeting and on second call at another date if at least one-third (1/3) of the members are present, according to the terms of article 59, sole paragraph, of the Brazilian Civil Code. Resolutions on all topics shall be adopted by affirmative vote of the majority of those present at a General Meeting once it has been duly instated.

• EXECUTIVE BOARD

Art. 16. CBAR’s Board shall be composed by six (6) members – President, Vice-President, First Secretary, Second Secretary, First Treasurer and Second Treasurer – elected at an Ordinary General Meeting and who shall serve for two years. A single reelection for an additional period of two years is permitted.
Art. 17. The duties of the Executive Board are:
I – assure compliance herewith and with the Internal Rules;
II – effect the resolutions made at General Meetings and at the meetings of the Board, Supervisory Board and Scientific Board, subject to the relevant authority of each Board;
III – organize and promote CBAR’s events, primarily the Annual Conference;
IV – submit a report of CBAR’s activities and accounts to the General Meeting on an annual basis;
V – inform the dates of the meetings of the Boards and the General Meetings;
VI – create and dissolve commissions and working groups.
Art. 18. The duties of the President are:
I – represent CBAR in or out of court, as claimant or defendant;    
II – chair meetings of the Executive Board, the Board and General Meetings;
V – write checks and sign agreements and other binding documents in relation to CBAR jointly with the Treasurer;
III – subject to the provisions hereof and of the Internal Rules, assign tasks to the other members of the Executive Board;
IV – grant ad-negotia powers-of-attorney at all times jointly with another member of the Executive Board, which powers-of-attorney shall have a validity term of up to twelve (12) months;
V – grant ad-juditia powers-of-attorney for indefinite terms.
Sole Paragraph – The resolutions of the Executive Board shall be made by a majority vote. In case of a tie, the President shall have the casting vote.
Art. 19. The duties of the Vice-President are:
I – assist the President in performing his duties, whenever requested by the President;
II – act as a substitute for the President in case of impediment, absence or vacancy, in which case the Vice-President shall be the acting President;
III – perform the duties assigned to him by the Executive Board and in the Internal Rules;
IV – act as chairman of the Scientific Board.
Art. 20. The duties of the First Secretary are:
I – conduct the management of CBAR’s Secretariat;
II – act as secretary at and prepare minutes of the meetings of the Executive Board and the Board and the General Meetings.
§ 1º. The Second Secretary shall act as substitute for the First Secretary in case of impediment, absence or vacancy.
§ 2º. The Second Secretary shall cooperate with the First Secretary whenever necessary so as to assist the First Secretary in performing his duties.
Art. 21. The duties of the first Treasurer – who shall be responsible for the control and management of CBAR’s properties and sums – are:
I – conduct the management of CBAR’s assets and finances;
II – supervise accounting registries;
III – prepare the annual budget prospects;
IV – procure the preparation of CBAR’s balance sheets;
V – write checks, sign agreements and other binding documents in relation to CBAR jointly with the President.
§ 1º. The Second Treasurer shall act as substitute for the First Treasurer in case of impediment, absence or vacancy.
§ 2º. The Second Treasurer shall cooperate with the First Treasurer whenever necessary so as to assist the First Treasurer in performing his duties.
Art. 22. In case of vacancy in any of the positions of the Executive Board, a member to serve for the remaining period of time until the end of the vacant member’s tenure shall be designated at a meeting of the Board from those members not in default with their duties and having at least six (6) months’ membership. The Board may decide to rearrange such positions among the members of the Executive Board in office.

• BOARD

Art. 23. The Board consists of at least 15  members, comprised by the President of CBAR and fourteen (14)  members elected at General Meetings, seven (7) of which shall be founding members and the other seven (7) current members.
Paragraph 1. Elected members shall serve for two years.
Paragraph 3. Past Presidents shall serve as members of the Board.
Art. 24. The duties of the Board are:
I – decide on the admission to and termination of membership pursuant to the provisions hereof and of the Internal Rules;
II – determine annual dues and charges;
III – approve CBAR’s annual budgets;
IV – call Meetings pursuant to the provisions of article 14, paragraph 3 hereof;
V – provide opinion on the matters submitted by the Executive Board;
VI – analyze and judge appeals filed against decisions issued by the Executive Board;
VII – designate substitute members to serve as members of the Executive Board in case of vacancy and elect members of the Board until the end of tenure;
VIII – vote on CBAR’s Internal Rules and decide on omissions hereof or of the Internal Rules.
Art. 25. The Board shall meet at least once a year, preferably when the Annual Conference takes place and on an extraordinary basis whenever called by the President or one third of its members.   

• SUPERVISORY BOARD

Art. 26. CBAR shall have a non-permanent Supervisory Board consisting of three (3) members. The Supervisory Board shall be established and operate according to the resolutions of the members at a General Meeting.
Art. 27. The duties of the Supervisory Board are:
I – supervise the actions taken by the members of the Boards and verify compliance with such members’ statutory and contractual duties;
II – give opinion on the annual report submitted by the Executive Board and submit such report and their opinion to the Ordinary General Meeting;
III – analyze the financial statements for the fiscal year and give opinion thereon;
IV – request the Executive Board to give explanation or provide addition information and prepare special financial and accounting statements; and
V – attend meetings of the Board or the Executive Board whenever a matter under its authority is to be discussed.

• SCIENTIFICBOARD

Art. 28. The Scientific Board shall be chaired by CBAR’s Vice-President and shall consist of five (5) members who must be elected at General Meetings and shall serve for two years. A single reelection for an additional period of two years is permitted.
Art. 29. The duties of the Scientific Board are:
I – decide on CBAR’s editorial policy;
II – procure the publication of articles relating to CBAR, particularly the CBAR Journal;
III – set up CBAR’s library;
IV – create CBAR’s website.
• GENERAL PROVISIONS ON THE BOARDS AND THE EXECUTIVE BOARD
Art. 30. The members of the Boards and the Executive Board are not entitled to any remuneration and shall have the same rights and obligations as those of the current members and founding members.
Art. 31. The term of office of the members of the Boards and the Executive Board shall only be terminated upon resignation or by resolution of the majority of all such  members who – on the date of such resolution – are not in default with their corporate duties and have at least six(6)-months’  membership.
Art. 32. The members may vote by proxy at the meetings of CBAR’s Boards.

  CHAPTER V
ELECTIONS

 
Art. 33. The members of the Executive Board, Board, Supervisory Board and Scientific Board shall be elected at Ordinary General Meetings.
Art. 34. Elections shall be governed by publicity, morality and impartiality principles.

 
CHAPTER VI
FUNDS AND ASSETS

 
Art. 35. CBAR’s assets are comprised by such dues as provided for herein and in the Internal Rules, by such revenues as generated from CBAR’s activities as well as donations, subventions, legacies and other assets acquired by CBAR.

 
CHAPTER VII
DISSOLUTION

 
Art. 36. Even though the CBAR was created to exist indefinitely, the CBAR may be dissolved at any time by the decision of a special majority of two thirds (2/3) of all members not in default with their duties, at a General Meeting called specially for this purpose upon at least two(2)-months’ notice.
Paragraph 1. Once the entity is dissolved, the entity’s assets shall be donated to a similar entity.
Paragraph 2. Associates shall not be reimbursed for any contribution made to CBAR.

 
CHAPTER VIII
INTERNAL RULES

 
Art. 37. CBAR’s Internal Rules shall be prepared by the Board and shall provide for the matters referred to herein and any other matters of interest to CBAR. 

CHAPTER X
TRANSITORY PROVISIONS AND MISCELLANEOUS

 
Art. 38. The fiscal year shall be the same as the calendar year. The first fiscal year ended December 31, 2001.
Art. 39. These Bylaws shall become effective as from the foundation of CBAR.
Art. 40. The first Internal Rules may be prepared and approved by the founding members and shall provide for the specific details pertaining to these bylaws.

“Acknowledged by”
EDUARDO DAMIÃO GONÇALVES
OAB/SP No. 132.234