Bylaws
The NIC By-Laws
CHAPTER I
THE INSTITUTION, REGISTERED OFFICES AND DURATION
Art. 1º - The BRAZILIAN NETWORK INFORMATION CENTRE, hereinafter also NIC.br, a private corporation, of the association type, not for profit or economic purposes, does hereby supersede, by statutory change, the BRAZILIAN NETWORK INFORMATION CENTRE - NIC.br, with registered By-LawBy-Laws duly registered at the 2nd Notary Public for Deeds and Documents and Registrar of Legal and Civil Entities of São Paulo, on 8 March 2005, under Registration Number 81121, and registered on the Corporation Register of the Ministry of Finance (CNPJ/MF) under No. 05.506.560/0001-36.
Sole Paragraph - NIC.br has administrative, equity and financial autonomy and is governed by these By-Laws, its Statutes and also any applicable legislation.
Art. 2º - NIC.br has its headquarters and is legally established in the city of São Paulo, at Avenida das Nações Unidas, No. 11,541, suites 61/62 and 71/72, 6th and 7th floors, in the neighbourhood of Brooklin Novo, postcode: 04578-000, and may establish representative offices across the country and abroad.
Sole Paragraph – NIC.br shall have a new data processing centre, to operate at Avenida João Dias, 3163, in the city and state of São Paulo, Brazil.
Art. 3º - The duration of NIC.br shall run indefinitely.
CHAPTER II
PURPOSES
Art. 4º – The main purposes of NIC.br are the following:
I – to register domain names under the <.br> TLD (Top Level Domain);
II – to distribute IP (Internet Protocol) addresses;
III – to operate computers, servers and networks and any infrastructure as required to ensure proper operating conditions for the registration and maintenance of domain names under the <.br> TLD;
IV – to comply with the security and emergency requirements of the Brazilian Internet, together and in cooperation with other organisations and bodies in charge;
V – to design and implement projects to improve the quality of the Internet in Brazil and to promote its use, particularly focusing on its technical and infrastructural aspects;
VI – to encourage and monitor the availability and universalisation of Internet services in the country;
VII - to promote or assist in the organisation of courses, symposia, seminars, conferences, and trade shows, in order to contribute to the development and improvement of education and knowledge in its fields of specialisation.
§ 1º - In carrying out the activities referred to in this article, NIC.br shall abide by the rules set forth by the Brazilian Internet Steering Committee - CGI.br;
§ 2º - NIC.br shall apply the charges set forth and approved by the CGI.br for the services provided under the title and items I to VII of this article.
Art. 5º - In order to fulfil its purposes set out in the previous article and to ensure the execution and improvement of its activities, NIC.br may
I - be represented in forums nationally and internationally, and participate in Internet governance bodies or other similar institutions;
II - act as legal representative for its members before the Judicial Power, public and private entities and associations and their respective Internet-related bodies;
III - promote the dissemination of scientific and technological knowledge and the editing of technical and scientific publications;
IV - set forth and recommend technical, administrative and ethical standards to ensure the proper execution of services and good operation of the Internet;
V - implement, maintain and manage Internet Exchange Points (IXPs), in addition to conducting studies and research for the development of new technologies in order to optimise the interconnection between Autonomous Systems (AS), as well as recommending standards and technical procedures for the operation of IXPs;
VI – carry out regular surveys to produce indicators on the use of information and communication technologies (ICTs) by different sectors of Brazilian society, thereby collecting input for the establishment of public policies;
VII - promote other activities aimed at attaining its goals, as proposed by statute.
Sole paragraph: In carrying out its activities, the NIC.br shall abide by principles of legality, impersonality, morality, publicity, economy and efficiency.
CHAPTER III
MEMBERS
Section I
Membership Structure
Art. 6º - NIC.br shall have the following membership structure:
I - founder members: active members of the CGI.br at the time of incorporation of the NIC.br, also by approval of these By-Laws, who have undersigned the respective minutes thereof;
II - special members: those who, despite not being members of the CGI.br at the time of incorporation of the NIC.br, have become so at a later date;
III - honorary members: founder or special members who are no longer ordinary members of the CGI.br; and those who were invited by founder members or by the General Assembly, or whose membership was proposed by a majority of CGI.br members, and meet the entry requirements specifically provided herein, having provided relevant services to the Brazilian Internet, with such services being publicly renowned for their professional and personal quality.
§ 1º - Founder and special members shall only have the right to vote for as long they are active ordinary or deputy members of CGI.br.
§ 2º - Honorary members may attend General Meetings and have the right to speak, but shall not have the right to vote.
§ 3º - Any member can only be included in one of the categories of membership.
§ 4º - The exclusion of NIC.br members shall only be admissible for a valid reason, as according to Art. 19, VI, d hereof, while resignation shall be granted upon request.
§ 5º – It is forbidden to request any kind of cash contributions for membership enrolment and maintenance.
Section II
Members’ Rights and Duties
Art. 7º – Members shall have the following rights:
I - to propose, to the Advisory Board and to the Board of Directors, any measures that are in the interests of NIC.br;
II - to participate in activities and enjoy the benefits and services provided by the NIC.br;
III - to participate in General Meetings and to exercise their rights under these StatutesBy-LawBy-Laws.
Art. 8º – Members shall have the following Duties:
I - to abide by the Statutes, the By-Laws andBy-LawBy-Laws decisions taken by of the administrative bodies of the NIC.br;
II - to contribute towards the development of the NIC.br;
III - to collaborate towards the fulfilment of the proposed aims and purposes of the NIC.br.
CHAPTER IV
MANAGEMENT AND ORGANISATION
Section I
Administrative Bodies
Art. 9º – The institutions responsible for the management of NIC.br are:
I - General Assembly;
II - Advisory Board;
III - Board of Directors.
Sole Paragraph - The Audit Committee is an advisory body of the NIC.br.
Art. 10 - Members of the General Assembly, the Advisory Board and the Audit Committee of the NIC.br shall not receive any payment to perform their duties.
Art. 11 - Members of the General Assembly, the Advisory Board, the Board of Directors, the Audit Committee and ordinary members shall not be liable, individually or alternatively, for the liabilities incurred by the NIC.br, except in the event of them ordering or carrying out acts which exceed the powers conferred to them, during their term of office at the NIC.br, or by proven act of malice or negligence.
Section II
General Assembly
Article 12 - The General Assembly comprises founder, special and honorary members, and it is the supreme body with the authority to make final decisions on any subject of interest to the NIC.br.
§ 1º - Members who, on the date of the General Meeting, are active ordinary or deputy members shall have the right to vote.
§ 2º - The General Assembly shall ordinarily meet once in the first four (4) months of each year or, as a special meeting, whenever requested under the terms of § 4º of this article.
§ 3º - At the beginning of the General Meeting the Chairperson and Vice Chairperson shall be elected.
§ 4º - The call for a General Meeting shall be made by the Chairperson of the Advisory Board, or one fifth (1/5) of the voting members, by written notice or other appropriate means, specifying the date, time, venue and agenda of the meeting, sent to members and displayed in a conspicuous place at the NIC.br headquarters, at least fifteen (15) days in advance.
Article 13 - At first call, the minimum quorum required for the General Meeting is one third (1/3) of the voting members. At second call, there is no minimum quorum requirement.
§ 1º - The first call shall be made on the day, time and place as set forth in the notice of meeting, and the second call shall take place at least sixty (60) minutes later.
§ 2º - The General Assembly may only deliberate on matters specifically mentioned in the agenda of the meeting, as informed in the Notice of Meeting.
§ 3º - The decisions of the General Assembly shall be made by majority vote, by open vote, unless otherwise expressly stated herein.
§ 4º - In the event of a tie, the Chairperson shall have the casting vote.
§ 5º - Minutes of the General Meeting shall be recorded and numbered by a Secretary, appointed by the Chairperson, and signed by all attending members.
Art. 14 - The General Assembly shall:
I - elect and dismiss members of the Advisory Board;
II - approve the financial statements of the NIC.br;
III - decide on the amendment of these By-Laws, upon proposal from at least one third (1/3) of the interested parties among voting members, under the provisions of Art. 49 hereof.
Sole Paragraph - The decisions pertaining to items I and III of this Article shall be made by affirmative vote of at least two thirds (2/3) of the voting members present at the Special General Meeting, at first notice; no decisions may be made when there is no absolute majority of voting members; or with less than one third (1/3) of the members at subsequent notices.
Section III
Advisory Board
Art. 15 - The Advisory Board is the body that controls the administration of NIC.br.
Art. 16 - The Advisory Board shall be comprised of seven (7) ordinary members and seven (7) standby members, as follows:
I – Three (3) ordinary representatives of the Federal Government and their respective standbys, who are active members of the CGI.br, chosen by voting members;
II – Four (4) ordinary representatives of civil society, chosen by voting members among persons of recognised competence and knowledge in the areas of activities related to the statutory purposes of the NIC.br, and four (4) standbys appointed by elected board members.
§ 1º – The term of office for Advisory Board members shall be set at two (2) years from the start date, and successive renewals are allowed;
§ 2º - Only in the event of vacancy, will the standby replace the ordinary member. In the event of temporary incapacity, the standby shall attend Advisory Board meetings with voting rights, when duly requested by the ordinary member;
§ 3º - The designation and appointment of members of the Advisory Board shall occur at least fifteen (15) days before the expiry of the current term of office, through meetings of the voting members of the General Assembly;
§ 4º - Members of the General Assembly may notify the Chairperson of the Board of their interest in applying for the position of Committee member at their discretion.
Art. 17 - The Chairperson and Vice-Chairperson of the Advisory Board, shall be chosen by their peers and among these at the first meeting of this Board, and shall remain in the post for a period of two (2) years, which may be subsequently renewed once.
Sole paragraph – Should the position of Chairperson fall vacant, then the Vice-Chairperson shall replace the latter as interim Chairperson until the position is filled.
Art. 18 - In the event of there being vacancies for any position(s) within the Advisory Board, the respective vacancy(ies) must filled within thirty (30) days as from the date of vacancy.
Art. 19 – Apart from its specific attributed duties, the Advisory Board shall be responsible for:
I - establishing policies, guidelines, and criteria and promoting conditions for the fulfilment of the statutory purposes of NIC.br;
II - supervising, guiding and monitoring the activities of NIC.br's institutions and units;
III - authorising:
a - the receipt of goods, grants, donations, aid and bequests;
b - the commissioning of an accounting firm to audit NIC.br's accounts, including assessing the use of any resources under partnership agreements; and commissioning legal counsel to address issues of interest to the NIC.br pursuant to its field of expertise;
c – the making of a proposal to the General Assembly for the sale of fixed assets of the NIC.br, by affirmative vote of two thirds (2/3) of its voting members;
IV - approving:
a - the draft budget and activity plan;
b - balance sheets and financial statements;
c - contracts and agreements, partnership agreements and other similar instruments proposed by the CEO;
d - referral of the draft of the NIC.br Statutes and member admission for approval by the General Assembly, as set forth herein and in the NIC.br Statutes;
e - the jobs, salaries and benefits plan.
V - choosing the members of the Board of Directors and the Auditing Board, by affirmative vote of the absolute majority of members;
VI - reviewing:
a - the share of net profits to be incorporated into NIC.br’s assets, under the terms of Art. 41, II, hereof;
b - the proposal to amend these By-LawBy-Laws, according to the provisions of Art. 49 hereunder;
c - the dissolution of the NIC.br, pursuant to Art. 53, hereof;
d - the exclusion of members, by affirmative vote of two thirds (2/3) of its members, and the decision to enact the exclusion, may always be subject to an appeal to the General Assembly;
e – any other business as may have been omitted from these By-Laws and from the Statutes.
VII - terminate employment contracts with members of the Board of Directors, by affirmative vote from two-thirds (2/3) of its members or at the end of the contract, or even in cases where there is a valid reason, where appropriate;
VIII - to review the activity plan during the corresponding financial year, and whenever necessary;
IX - to set up interim or permanent committees to advise it on matters within their field of expertise.
Art. 20 - Decisions of the Advisory Board shall be made by majority vote, except in cases where a special quorum is required, in compliance with these By-Laws.By-LawBy-Laws
Art. 21 - Advisory Board meetings must have the attendance of at least four (4) of its members.
§ 1º - If a meeting is cancelled due to lack of quorum, then another meeting shall be called at least sixty (60) minutes after the scheduled time for the previous meeting.
§ 2º - If there is still no quorum for the second meeting, then the Advisory Board shall meet thirty (30) minutes after the second meeting was due to start, with any number of members. However, it will not be allowed to decide on matters for which there is a special quorum requirement.
§ 3º - There shall be a regular meeting every two (2) months, and as many extraordinary meetings as convened by the Chairperson of the Board or by four (4) of its members, or upon request from at least two (2) members of the Board of Directors.
§ 4º - Advisors who are unjustifiably absent from three (3) consecutive or five (5) alternate meetings of the Advisory Board, shall be dismissed from their position.
§ 5º - Meetings may be attended remotely, by video conference, by members of the Advisory Board, but only if the meeting is recorded.
Art. 22 - The Chairperson of the Advisory Board shall:
I – call and chair meetings of the Advisory Board and appoint a respective Secretary;
II - comply with and enforce these By-Laws;
III - exercise the right to have the casting vote, in addition to his/her personal vote;
IV - monitor the external audits commissioned;
V - exercise the powers conferred upon him/her by the Advisory Board.
§ 1º - The Chairperson of the Advisory Board may delegate the powers conferred upon him/her, through individual power of attorney or other specific documents.
§ 2º - The Chairperson of the Advisory Board may be replaced by the Vice-Chairperson in the event of his/her absence or impediment.
Art. 23 - The Vice-Chairperson of the Advisory Board shall:
I - perform the duties assigned to him/her by the Advisory Board and by the Chairperson, within the scope of his/her ability;
II - replace the Chairperson of the Advisory Board in his/her absence or incapacity, and under the assumption made in the Sole paragraph of Art. 17, hereof.
Art. 24 - Other advisors shall:
I - discuss and vote on matters listed on the agenda of the meeting;
II - perform the duties assigned to them by the Chairperson of the Advisory Board within the scope of their ability.
Section IV
Board of Directors
Art. 25 - The Board of Directors is the body in charge of the executive management of the NIC.br, and it is bound by applicable laws, by these By-Laws, by the NIC.br Statutes and the resolutions of the Advisory Board.
Art. 26 - The Board of Directors is made up of five (5) members, as follows:
I - Chief Executive Officer;
II – Special Projects and Development Manager;
III – Services and Technology Manager;
IV - Administrative and Financial Manager;
V – CGI.br Activity Advisory Manager.
Art. 27 - The managers referred to in the preceding article shall be chosen by the Advisory Board, as according to the process set forth in art. 19, item V, and also in compliance with the provisions of Art. 28, hereof.
Sole Paragraph - Directors shall become effective by an entry in a specific book for this purpose, or equivalent means.
Art. 28 - The directors referred to in art. 26 hereof, shall be hired to carry out their duties, according to the provisions of Art. 19, item V, hereof.
Sole Paragraph - Employment contracts pursuant to the title of this article shall include working hours, which shall be established according to business needs, term, duties and payment due to the contracted person, based on the market value in the region where the contracted person operates, as well as applicable laws.
Art. 29 - Documents issued by the Board of Directors shall always be undersigned by two Directors, one of whom must be the CEO, or his/her current appointed standby officer.
Art. 30 - The Board of Directors shall:
I - plan, continuously monitor and control the activities of the NIC.br, according to the guidelines, criteria and conditions set forth by the Advisory Board;
II - implement NIC.br's policies, guidelines, strategies, activity plans and respective budgets, previously approved by the Advisory Board;
III - prepare and submit to the Advisory Board:
a - the work plan and budget proposal;
b - the jobs, salaries and benefits plan;
c - the annual report, balance sheet, and other financial statements;
d - substantiated proposals for changes to policies, guidelines, strategies, activity plans, with their respective budgets;
e - approval for the commissioning of specialist services, including external audits, and legal, technical, managerial or financial counsel, according to the specifications of the Advisory Board, or as required by the activity.
IV - provide their opinion on matters referred to them and perform other duties requested by the Advisory Board.
Art. 31 - The Chief Executive Officer shall:
I - manage and co-ordinate all activities of the NIC.br, according to the guidelines set forth by the Advisory Board;
II - convene and chair meetings of the Board of Directors;
III - actively and passively represent the NIC.br in court or otherwise;
IV - enter into accords, contracts, partnership agreements, agreements or similar instruments, as per the provisions of article 19, item IV, subsection 'c';
V - accept goods, donations, grants and bequests, upon authorisation from the Advisory Board;
VI - recommend or approve staffing to perform the target activities of the NIC.br;
VII - operate bank accounts on behalf of the NIC.br, jointly with the Administrative and Financial Director, or with whoever is replacing the latter; VIII - appoint attorneys for special purposes and with express powers, when in the best interest of the NIC.br, jointly with another Director;
IX - assign other activities to other Directors, within the scope of their ability;
X - propose to the Advisory Board entry into contracts, partnership contracts, agreements and other similar instruments;
XI - perform other duties as requested by the Advisory Board;
XII - establish relationships with similar institutions, civil society organisations, and government agencies; and co-ordinate the entire process of social communication, planning and implementation;
XIII - exercise the casting vote on the decisions of the Board of Directors.
Sole Paragraph - In his/her absence, or if the CEO is prevented from performing his/her duties, the CEO shall be replaced by another Officer appointed by him/her through a specific document, or by two (2) Directors, in the absence of such an appointment.
Art. 32 - The Director of Special Projects and Development shall:
I - establish the scope of projects that could be the object of assessment, technical support or financial resources of the NIC.br or simply guidelines;
II - propose research, selection and the approval of Special Projects that could potentially contribute for the effective development of the Brazilian Internet;
III - organise processes and multidisciplinary teams able to select and monitor special projects.
Art. 33 - The Director of Services and Technology shall:
I - take responsibility for all duties and registration of all blocks of IP numbers assigned to the Brazilian Internet;
II - perform tasks related to the registration and maintenance of domain names used on the Brazilian Internet;
III - all other duties required of him/her by the Statutes and by the CEO, within the scope of his/her ability.
Art. 34 - The Director of Administration and Finance shall:
I - prepare:
a - the annual activity plan, budget forecasting, accountability, the overall balance sheet and financial statements, and the annual report, according to guidelines, criteria and conditions set forth by the Advisory Board;
b - the jobs, salaries and benefits draft plan, legal means and periodic reviews;
c - other documents as may be requested.
II - weekly disclose cash positions, bank status and accounts payable and receivable status to the Board of Directors, in order to always show the current and transparent financial position of the NIC.br;
III – operate NIC.br’s bank accounts, always jointly with the CEO, or with whoever is replacing the latter;
IV - always keep up-to-date information on physical and online passwords to gain access to bank accounts, as well as other passwords of interest to the NIC.br, in a safe place known by the CEO;
V - ensure that cash, books, papers, correspondence, electronic files and other documents required by law are always kept in order, up-to-date and readily available to the Board of Directors;
VI - provide, on a monthly and quarterly basis, management reports and balance sheets for internal use of the Board of Directors and for submission to the Auditing Board, in order to transparently reflect the financial position and development of the NIC.br;
VII - publish the annual balance sheet, with the Independent Auditors' report, upon approval by the Advisory Board and the General Assembly of the NIC.br;
VIII - offer his/her opinion on matters referred to him/her and perform other duties set forth by these By-Laws, the CEO or the Board of Directors, within the scope of his/her ability.
Sole Paragraph - In the absence of the Administrative and Finance Director he/she shall be replaced by another director specifically appointed by the CEO.
Art. 35 - The directors referred to in art. 26, items I to IV hereof, when invited, may attend meetings of the Advisory Board, as assistants, and shall have the right to speak but not to vote.
Section V
Auditing Board
Art. 36 - The Auditing Board is the body responsible for monitoring financial and accounting matters and shall be comprised of three (3) (three) ordinary members and three (3) standby members, as chosen by the Advisory Board.
§ 1º – The term of office of members of the Audit Committee shall be two (2) years; one subsequent renewal is permitted.
§ 2º - The Audit Committee shall be chaired by one of its members, chosen by his/her peers, at the first meeting of every financial year.
Art. 37 - The Audit Committee shall meet ordinarily, once a year, and extraordinarily when called by its Chairperson, or by at least two of its other members, or by the Board of Directors.
§ 1º - Decisions of the Auditing Board shall be made upon agreed vote by at least two (2) of its members.
§ 2º - Minutes of meetings of the Audit Committee shall be recorded and numbered by a Secretary appointed by the Chairperson and undersigned by all those present.
Art. 38 - The Auditing Board shall:
I - examine the documents, activity reports and monthly balance sheets prepared by the Board of Directors;
II - examine the balance sheet and other accounting and financial statements at the end of the financial year and present its report to the Advisory Board;
III - report its opinion on the assets and the financial operations of the NIC.br;
IV - represent the Advisory Board on any irregularities found in the documents examined;
V - provide annual statements on the Reports from Independent Auditors.
Art. 39 - The Chairperson of the Auditing Board shall:
I - always comply with and enforce, with the support of other members, all of the duties of the Auditing Board;
II - convene and chair meetings of the Auditing Board;
Sole Paragraph - The Chairperson of the Auditing Board shall choose one (1) of the other Board Members, to replace him/her in his/her absence or when he/she is prevent from fulfilling his/her duties.
Art. 40 - The position of member of the Auditing Board shall be deemed vacant, if a member, for no justifiable reason, fails to exercise his/her duties for more than three consecutive meetings.
Sole paragraph - In the case mentioned in the title of this article, the Chairperson of the Advisory Board shall choose one (1) of the deputies to step in for the replaced member, to see out his or her term of office.
CHAPTER V
ASSETS
Art. 41 - NIC.br's assets are as follows:
I - assets and rights acquired for this purpose with NIC.br's own resources or resources from third parties;
II - the share of net profits from its activities deliberately allocated for this purpose by the Advisory Board;
III - purchases made with its own resources;
IV - the donations, grants, contributions, bequests and aid it may be given.
§ 1º - The Board of Directors of the NIC.br is responsible for managing and protecting its assets, and for disposing of them under the terms set forth in these By-LawBy-Laws.
§ 2º - The NIC.br shall invest its assets and resources, according to security of investment principles and preserving their real value, in order to fulfil its statutory purposes.
§ 3º - The NIC.br's gross or net operating surplus, dividends, bonuses, assets or equity share shall not be distributed, in any form or pretext.
CHAPTER VI
RESOURCES
Art. 42 - NIC.br's resources are those resources acquired from the following sources:
I - donations;
II - fees charged in connection with performing its statutory purposes;
III - results from the investment of its resources;
IV - income from its assets and any other occasional income;
V - covenants, contracts, partnership agreements and other similar instrument entered into with public or private entities;
VI - exercising its rights to intellectual and industrial property;
Art. 43 - NIC.br's financial resources available may be invested as follows:
I - in the acquisition of movable and immovable assets, under the terms of these By-Laws and the Statutes;
II - in the purchase of bonds from municipalities, states or the country;
III - in other operations entered into with legally incorporated institutions.
§ 1º - Cash deposits and movement shall be made solely on accounts registered under the name of the NIC.br in publicly renowned banking institutions.
§ 2º - The sale of fixed assets of the NIC.br is only permitted under the terms of Art. 19, item III, subsection c hereof.
§ 3º - The NIC.br may allocate resources to create a reserve fund, whose income shall contribute to ensuring the maintenance and expansion of its activities.
CHAPTER VII
FINANCIAL YEAR
Art. 44 - NIC.br's financial year shall coincide with the calendar year.
CHAPTER VIII
ACCOUNTABILITY
Art. 45 - The NIC.br shall account for its financial position under the terms of the applicable legislation and:
I - shall comply with basic accounting principles and the provisions of Brazilian Accounting Standards;
II - shall disclose, at an accessible location in its headquarters and on its Internet website, copies of its annual report, financial statements and certificates of good standing regarding debts towards the INSS and the FGTS.
Sole Paragraph - The NIC.br shall commission and pay for external audits for the purpose of examining its accounts, as well as the use of resources under partnership agreements.
CHAPTER IX
GENERAL PROVISIONS
Art. 46 - Employees of the NIC.br shall be employed under the terms of the Brazilian Consolidated Labour Laws (CLT). Independent professionals or outsourced services may be contracted on a temporary basis, when strategically and financially justified.
Sole Paragraph - Before being hired by the NIC.br, employees must be vetted and approved in accordance with the standards set forth in the NIC.br Staffing Regulations, which must be approved by the Advisory Board.
Art. 47 - The NIC.br hiring processes shall be performed in accordance with its own Rules for Contracting and Procurement, which must be approved by the Advisory Board.
Art. 48 - Individuals are not permitted to simultaneously hold the positions of Director and Advisor of the NIC.br.
Sole Paragraph - A member of the General Assembly who also holds a paid position at the NIC.br, shall be prevented from voting in cases where internal management affairs that are related to the interests of his/her position in this Association, are submitted to the General Assembly.
Art. 49 - These By-Laws may be amended:
I - when the amendment does not contradict or undermine the primary purpose of the NIC.br;
II - by affirmative vote from 2/3 (two thirds) of the voting members present at a General Meeting, specially called for that purpose. The minimum quorum required for members to decide on the changes at first notice is an absolute majority of voting members; no decisions may be made at first call without an absolute majority of members with voting rights, or with less than one third (1/3) of such members, at subsequent calls.
Art. 50 - The duties of NIC.br's staff are set forth in the NIC.br Statutes.
Art. 51 - The Chairpeople of collegiate bodies of the NIC.br may, exceptionally, make decisions, ad referendum, on behalf of their respective boards, on matters within the scope of their ability, which, given the urgency or threat to the interests of the NIC.br, must not be postponed until the next meeting. They are required, however, to submit such decision at the next meeting of their respective boards.
Art. 52 - Assets purchased with public funds under partnership agreements, occasionally entered into with governments, shall be transferred to another qualified entity, such as a civil organisation of public interest - OSCIP, if the NIC.br no longer qualifies as such.
Art. 53 - The NIC.br shall only be dissolved by the General Assembly, if this motion is carried by two thirds (2/3) of the members present at a General Meeting called especially for this purpose.
Sole Paragraph - If the NIC.br is dissolved, its remaining assets shall be transferred to a similar entity, or entity qualified as civil organisation of public interest, according to the decision made by the General Assembly, if this motion is carried by two thirds (2/3) of the members present at a General Meeting called especially for this purpose.
Art. 54 - Members of the General Assembly, the Advisory Board, the Auditing Board, the Board of Directors, employees and interim collaborators of the NIC.br, when travelling on behalf of the NIC.br may be entitled to transportation and daily expenses allowances in connection with the cost of related expenses.
Sole Paragraph - The value of daily allowances referred to in the title of this article shall be fixed, meeting criteria to ensure it is sufficient to cover the costs of the expenses incurred and consistent with reasonable standards applied to similar cases.
Art. 55 - These By-Laws shall become effective as of the date of their registration at the 2nd Notary Public for Deeds and Documents and Registrar of Legal and Civil Entities of São Paulo.
Art. 56 – All provisions to the contrary are hereby repealed.
São Paulo, 1 June 2010.
These By-Laws are registered at the 2nd Notary Public for Deeds and Documents and Registrar of Legal and Civil Entities of São Paulo, under registration no. 104,746.
