ABPI’S – THE BRAZILIAN INTELLECTUAL PROPERTY ASSOCIATION – CONSOLIDATED STATUTES – WITH THE AMENDMENTS ADOPTED AT THE EXTRAORDINARY GENERAL ASSEMBLY OF SEPTEMBER 28, 2017, HELD IN THE CITY OF RIO DE JANEIRO.
DENOMINATION, MAIN OFFICE, DURATION, PURPOSE, PATRIMONY
Article 1. ABPI – the Brazilian Intellectual Property Association, founded in 1963 under the denomination of Brazilian Association for the Protection of Industrial Property (ABPPI), is a nonprofit association of national scope and indefinite duration, governed by these bylaws and the applicable legislation, with its acts of incorporation duly registered at the Civil Registry of Legal Entities (Castro Menezes Registry) under the order No. 11,387 of Book “A” No. 6 and appointed under No. 29,780 of the Protocol, Book “A” No. 3, November 28, 1963.
Article 2. The Association’s headquarters is located in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua da Alfândega, No. 108, 6th floor, Postal Code 20070-004, and may keep Sectional Representations in any location in Brazil, under decision of the Board of Directors and the Council, which will establish the respective roles, boundaries, administrative structure and powers.
Sole paragraph: The Association has a branch in the city of São Paulo, State of São Paulo, at Alameda dos Maracatins, 1217 – conj. 608, Moema CEP 04089-014.
Article 3. The Association’s purpose is:
I – the study and dissemination of Intellectual Property in all its aspects, notably Industrial Property, Copyright, Competition and Technology Transfer Rights, as well as other branches of related or similar law;
II – the promotion of culture and use of intellectual property by the most diverse sectors;
III – promoting actions, including in court, to improve legislation, doctrine and jurisprudence of those branches of law;
IV – the promotion of conferences, congresses, seminars, symposia, round tables and exhibitions on matters relating to intellectual property, legal, technical and cultural, as well as the development of activities and cultural projects, stimulated or not, directly by the Association or by third parties contracted for this purpose;
V – editing and distribution of publications on matters relating to intellectual property and the activities of the Association;
VI – the sale or rental of advertising space in publications mentioned in item “V” and on its website on the Internet.
- 1. To meet its purposes, the Association may constitute itself in the national group of international entities or associations with related goals.
- 2. The Association may also organize and maintain a Dispute Resolution Center, Mediation and Arbitration in Intellectual Property (CSD-PI) subordinate to the Council, with its own internal regulation and budget and can, to this end, be associated to other national and international organizations with related or similar goals.
Article 4. The patrimony and the Association’s funding sources will consist of regular social contributions and the results of the activities and publications offered by the Association, for movable or immovable property, rights and actions that it possesses or will possess in any bonds, as well as by donations, bequests and other resources allocated to the Association.
Sole paragraph: Positive results obtained by the activities and publications of the Association shall be fully invested in the maintenance and development of its social goals, on the understanding that any profits will not be distributed to their members, or as a remuneration to members of its Board of Directors or its Council.
Article 5. May be members of the Association, whereby each item below is considered a member category:
I – Individuals;
II – Legal entities;
III – Official institutions of the three branches of government, the Federal, State and Municipal and their employees;
IV – Academic institutions of higher learning, as well as their teachers, researchers, students and employees;
V – Professional associations;
VI – People, authorities, institutions and associations mentioned in items I to V above, when domiciled or established abroad as corresponding members with no voting rights.
- 1. The General Assembly may elect honorary members and/or honorary members for the Council, for life or for a fixed term, which shall enjoy the privileges of the other members, though exempt from the obligation of any contributions.
- 2. Individual employees of the official institutions referred to in item III of this Article; teachers under exclusive dedication regime; full-time researchers and the employees of academic institutions referred to in item IV of this Article, as well as young members, defined as those who are up to 30 (thirty) years of age, shall enjoy a discount of 50% (fifty percent) in annuities due to the Association.
- 3. Undergraduate university students under the age of thirty (30) shall be entitled to a fifty percent (50%) discount on annuities due to the Association.
- 4. Admission of members shall be granted by deliberation of the Board of Directors and Council, which may be held by e-mail sent by the President of the Board of Directors or on his behalf to all members of the two bodies, whose votes may be sent to the President of the Board of Directors, by e-mail to ABPI’s Secretariat within 2 (two) business days. The deliberation regarding the admission or rejection of a member may be subject to appeal without suspensive effect, filed by the applicant or any member within 30 (thirty) calendar days from the date of the deliberation of the Board of Directors and Council, which should be examined by the two bodies at the first meeting to be held after the appeal has been lodged.
- 5. Corporate members are granted the right to nominate a representative of their own to participate in events held by the Association when the legal representative of the member is unable to attend, provided that the designated person is a partner, director or employee of the company or office member. Individuals will not be granted this right.
- 6. To be accepted as employees of the official institutions, professors, researchers, employees and students of the academic institutions mentioned in items III and IV of this Article, individuals shall prove, at the discretion of the Board of Directors of the Association, that they:
- Work full time in an official body of any of the three branches of the Federative Republic of Brazil, may it be the Federal, State or Municipal spheres; or
- Work full time under exclusive dedication as researchers or teachers of academic institutions of higher education or science and technology institutes linked to universities based on national territory; or
- Are graduate students in a university or higher education institution based in any part of the Brazilian territory.
- 7. Membership can only be acquired and only remains within the Association and within the various categories of members if the following conditions are met:
- enjoy a good reputation and procedure compatible with the social and ethical interests of the Association;
- payment in due time of the annual contributions already established, observing paragraphs 1 to 3 of this Article;
- As the case may be, maintenance of the conditions of items (i) to (iii) of paragraph 6 of this Article. In the event of alteration of the mentioned conditions, the member may remain in the Association in another category as specified in article 5.
- 8. The member may be excluded from the Association for a just cause, by decision of an absolute majority of the Board of Directors, and of absolute majority of the Council, in a process where the right of defence shall be ensured. The Council, on the recommendation of the Board of Directors, shall approve the regulation of the deletion process and the defence of the member.
- 9. It is understood as just cause, for the purpose for which is intended in the previous paragraph, without prejudice to further hypotheses, that the member does not have a conduct that is compatible with the objectives of the Association or does not meet their duties, especially that of regularly paying their contribution to the Association.
- 10. The decision of the Board of Directors and the Council concerning the matters covered in this Article may be revised by the General Assembly at the first meeting to be held following the decision of these bodies, at the request of the respective parties.
- 11. To the member who provides special financial collaboration for the development of the Association’s specific objectives and activities, and complies with the requirements established in a regulation to be approved by the Assembly, and upon approval by the Council, temporarily, for a minimum period of 1 (one) year, will be awarded the title of Institutional Member during that period and its relationship with the Association will be regulated in a separate written instrument prepared by the Board of Directors with the approval of the Council.
- 12. The corporate members, official and academic institutions, and professional associations, mentioned in items II to VI of this Article shall be represented before the Association and exercise their social rights through 1 (one) representative as an individual, without charge, appointed in writing.
- 13. Members do not respond, individually, subsidiary or jointly for the social obligations.
- 14. The renewal of membership of all members will be automatic and executed annually. Should a member wish to cancel their membership from the Association, he shall formalize the disaffiliation request by sending a notification to the Secretariat of the Association, by e-mail or by any other correspondence whose receipt can be proven, without prejudice to the payment of the monthly fees/annuities due to the Association for the period in which he was affiliated, which shall be paid within 30 (thirty) days of the notification being sent.
RIGHTS AND OBLIGATIONS OF MEMBERS
Article 6. Members have the right to participate in the Assemblies and social gatherings, exercise the representation of the association to which they are elected or appointed, and express opinions and claims to be considered and eventually sponsored by the Association, and to participate in all the services and benefits that the Association may provide, including voting under the heading of Article 9, and be voted, subject to the minimum period of membership of three years.
- 1 Concerning corporate members, the right to vote and be voted shall be exercised by their representative;
- 2 In the event the representative of a Corporate Member exercising an elected position in the Association leaves this Corporate Member, he shall have thirty days to join as an individual, remaining in the position to which he was elected.
Article 7. Are duties of the members:
I – To pay on the respective due dates, or within thirty days of their admission, the annual contributions set by the General Assembly. The first annual contribution will be calculated in proportion to the number of missing months to complete the fiscal year.
II – To observe this Statute and honor the Association and its activities within the scope of its mission, vision and values, exception to the rights to their own opinion;
III – To exercise diligently the positions for which they have been elected or appointed, and accepted such assignment.
MANAGEMENT AND SOCIAL POWERS
Article 8. Are bodies of the Association:
I – The General Assembly;
II – The Nominating Committee;
III – The Council;
IV – The Board of Directors.
Article 9. The General Assembly is the Supreme Power of the Association, being formed by the members belonging to the membership base for more than one year, subject to the acquired rights, in good standing with their social obligations, previously summoned, with the following resolutions under their exclusive competence:
I – Election of the members of the Board of Directors and of the Council;
II – Dismissal of members of the Board of Directors and of the Council;
III – Approval of the Board of Directors accounts;
IV – Approval of the values of the annual contributions of the various members’ categories;
V – Amendment of this Statute;
VI – Purchase and/or sale of immovable property of the Association.
- 1. The call for the General Assembly shall be made by public notice endorsed by the President of the Board of Directors or by one fifth of the members, posted at the headquarters, and a publication in the press, at least 10 (ten) days before the scheduled date. The public notice and the publication must contain in detail the agenda and the topics to be put to the vote, as well as the names of candidates for election, if applicable.
- 2. Members may vote in person, when attending the General Assembly, or by power of attorney, with a maximum of 3 (three) per member present at the Ordinary or Extraordinary Assembly, exempted from the certification of signature, with the respective powers of attorney being presented to the President of the Assembly before its beginning, or, when provided for in the Call Notice, by electronic means, within the term and in accordance with the rules and systematics established in the regulation approved by the Council and disclosed on a timely basis by the Board of Directors. The electronic vote shall indicate specifically the object of the vote and the decision of the voter.
- 3. Corporate members shall be entitled to a casting vote, representing the equivalent of twice the vote of the individual member.
- 4. The Assembly shall consist of a President and a Secretary, elected by the attendees, with the latter being responsible for taking the respective minutes, which will be signed by the President and optionally by other members.
- 5. The Ordinary General Assembly shall be held annually to take notice and deliberate on the report and opinion of a chartered auditor on the previous year’s accounts; set the social contribution values for the next year, and every two years to elect members for the Council and the Board of Directors, in accordance with the electoral process set out in Article 11 of these bylaws.
- 6. It will be considered quorum for holding the General Assembly, on first call, a number of votes representing 50% (fifty percent) of all the votes of the members, and, on second call, at least 10 (ten) members, of any category. General Assembly decisions shall be taken by simple majority of the votes.
- 7. The General Assembly may be convened extraordinarily, by the same process, and work with the same quorum, whenever the Council promotes it, or when at least 10 (ten) members, up to date with their annual contributions, require its convocation to the President of the Council.
Article 10. The Nominating Committee shall be permanently composed by all the past presidents of the Association and by 5 (five) members of the Council, elected by it for this purpose for a term of 2 (two) years, and its task shall be to indicate the candidates for election for the Council and for the Board of Directors of the Association, heard, at their sole discretion, the members, the Sectional Representations and other parties.
- 1. The slate nominated by the Nominating Committee for election of the Council and the Board of Directors shall not prevent the presentation of an independent slate by the members.
- 2. The Nominating Committee shall be chaired by a Coordinator, who will always be the Immediate Former President. In case of a tie in the decisions of the Nominating Committee, the Coordinator shall have the casting vote.
Article 11. The Association shall be managed by a Council and a Board of Directors, which may delegate some of its administrative functions to employees, service providers and/or contracted consultants.
- 1. The exercise of the positions of the members of the Council and of the Board of Directors foreseen in this article will not be remunerated.
- 2. It is the duty of the Association’s administrators to ensure the observance of best practices in governance, annual accounting audits (to be conducted by independent auditors), ethics and anti-corruption standards.
Article 12. The Board of Directors is composed by the President, the Immediate Former President, a 1st Vice-President, a 2nd Vice-President, a Reporter General, a Secretary Director, a Treasurer, an Editor, a General Counsel and one representative of each Sectional Representation referred to in Article 2, provided they are elected in accordance with paragraph 1.
- 1. The Board of Directors shall be elected for a term of 2 (two) years and may be re-elected for a maximum of 1 (one) consecutive term for the functions they perform.
- 2. The President of the Board of Directors, which is the President of the Council, represents the association (i) in court, together with the General Counsel, and (ii) outside of court, separately, and may perform any acts of the social life of the Association non-exclusive of the General Assembly and of the Council, and in case of temporary absence, death or vacancy, the Vice-Presidents of the Board of Directors shall be their substitutes, in the order in which they were appointed at the time of their election.
- 3. The President may, individually, grant power of attorney, with a term not exceeding 1 (one) year, to any member of the Board of Directors or of the Council, with powers of representation ad negotia of the Association. Proxies with powers ad judicia shall not have a duration term.
- 4. The Immediate Former President will maintain active participation in the administration of the Association, promoting an efficient transition of the issues in progress, advising and passing on his experience to the President.
- 5. The President of the Board of Directors may assign duties and tasks to the Vice-Presidents, to carry out the purpose of the Association, as it deems convenient for its benefit.
- 6. The Reporter General is responsible for guiding the studies and technical discussions of the Association, and may designate assistants to assist in his work, which should be members up to date with their annual contributions.
- 7. The Secretary Director cooperates with the President, performing the secretariat services, organizing meetings of the Board of Directors and of the Council, writing the minutes thereof and organizing the Association’s files, a task that may be delegated to employee(s) contracted by the Association. The Secretary Director may appoint assistants among members of the Association to assist in his duties.
- 8. The Treasurer is responsible for controlling the cash flow and the accounts of the Association, which may be performed by an employee or external service provider hired for this purpose, making recommendations as to the value of annuities, the value of the registrations in events organized by the Association and prices for other services and/or publications offered by the Association. The Treasurer may appoint assistants among members of the Association to assist in his duties. The Treasurer may also individually sign the Association’s checks up to the amount of 200 (two hundred) minimum wages per check, as well as individually may grant a power of attorney, with a term not exceeding 2 (two) years, to any member of the Board of Directors or of the Council, empowered to sign the Association’s checks up to the same reference value for each check. Above this amount, 2 (two) Directors jointly sign the checks.
- 9. The Editor is responsible for supervising, guiding and promoting the publications of interest to the Association, provided they are related to their purpose in accordance with the provisions of Article 3 above, and may appoint one or more members to assist in his duties.
- 10. The General Counsel is responsible for representing the Association in court, together with the President, and to assist the Association in judicial matters. The General Counsel may appoint one or more members to assist in his duties.
- 11. Each Director member of the Board of Directors shall prepare or revise the Internal Regulations of its Board, which shall be approved by the Council.
- 12. The hiring of employees, consultants, advisors and service providers to work for the Association is a prerogative of the Board of Directors.
- 13. Each Director of the Board of Directors, as well as the representatives of the Sectional Representations and the President of the Board of Directors shall report on their management and accounts to the Members, each year, at the General Assembly.
Article 13. The Council shall consist of the former presidents of the Board of Directors, as permanent members, by the honorary members appointed by the General Assembly, and by up to 30 (thirty) elected members, who shall be members up to date with their annual contributions.
- 1. The mandate of the members of the Council is of 2 (two) years, being allowed consecutive reelections of its members.
- 2. The Council is responsible for defining the mission, values and strategic goals of the Association, approving and modifying the internal regulations of the Dispute Resolution Center, Mediation and Arbitration in Intellectual Property (CSD-PI) and the amounts charged for the procedures of Dispute Resolution, Mediation and Arbitration, decide on consultations and other matters submitted to its appreciation by the Board of Directors or by the CSD-PI, appoint and elect the President and members of the CSD-PI Board, approve the creation or cancellation of Study Committees, Working Groups and Special Committees of the Association, as proposed by the Board of Directors, as well as to exercise the powers mentioned in paragraph 4 of Article 5 of these Statute.
- 3. The Council shall meet with the Board of Directors, ordinarily, once a month, or extraordinarily whenever called by the President of the Board of Directors in office.
- 4. Regular attendance of members of the Council to monthly meetings is necessary for the administration of the Association, and those who fail to attend must first previously justify their absence. Aside from the permanent members and those elected in accordance with Article 5, Paragraph 1, and with Article 18, failure to attend monthly meetings for more than 5 (five) consecutive meetings by a member of the Council during their mandate shall grant the president of the Board of Directors the right to propose their replacement to the Council.
- 5. Meetings of the Council require the presence of at least 3 (three) members.
- 6. Decisions shall be taken by a majority of the votes of those present, and the President of the Board of Directors or their substitute shall have the casting vote.
- 7. The ordinary or extraordinary meetings of the Council will be presided by the President of the Board of Directors or their substitute.
THE ELECTION PROCESS
Article 14. The secretariat of the Association shall inform all members, at least 60 (sixty) days in advance, of the date scheduled for the Ordinary General Assembly at which the election of members of the Board of Directors will be held, which must occur at least 3 (three) months before the end of the current mandate. The secretariat of the Association, in the same communication to the members, will inform the names that will make up the slate indicated by the Nominations Committee, as well as inform the opening of the term for receiving the registration of independent slates candidate for the Board of Directors and the Council. Candidate slates shall contain the names of candidates for all positions of the Board of Directors and the Council.
- 1. The independent slates candidate to the Board of Directors and the Council of the Association shall be submitted to the secretariat of the Association with a minimum of 30 (thirty) days before the date fixed for the Ordinary General Assembly at which the election shall take place.
- 2. All candidate slates – either the one indicated by the Nominating Committee or the independent ones – shall include an explicit and personal acquiescence of the candidates. All candidates must be members and be in good standing with the Association regarding their financial obligations.
- 3. The President of the Board of Directors shall have previously exercised a position on the Board of Directors for at least one mandate. After the expiration of the mandate of the President of the Board of Directors, he/she will hold the position of Immediate Former President on the following mandate.
- 4. In case of a duly justified unavailability of a candidate, the President of the Board of Directors may authorize their replacement by another candidate up to 5 (five) calendar days prior to the General Assembly in which election occurs. The substitution shall be communicated to all members, as well as to all those present at the Assembly, prior to the election.
- 5. There will be allowed 3 (three) voting procedures, according regulations to be elaborated by the Board of Directors and approved by the Council, namely, (i) the presential vote of Assembly participants; (ii) the vote by power of attorney; and (iii) electronic voting, when provided by the Public Notice.
- 6. In the case of presential voting, the call of voters shall be done by obeying the signing order in the attendance list.
- 7. Voting by power of attorney shall be allowed to the limit of 3 (three) per member present at the Assembly. The respective powers of attorney, exempted from the certification of signature, shall be presented to the President of the Assembly before the beginning of the electoral process and shall indicate the decision of the grantor regarding the slate to be voted. In the case of electronic voting, voting by power of attorney will not be allowed.
- 8º. Erased votes are considered null and void. Should an envelope contain equal ballots, only 1 (one) vote shall be accounted to that candidate.
- 9º. In the event that a single slate is presented for the elections, the President of the Assembly may propose to participants and, if the proposal is accepted, the election shall be by acclamation.
- 10. The President of the Assembly has the responsibility to proclaim the outcome of the election.
- 11. The mandates of the elected Council and Board of Directors always start on the first day of January of the year following their election.
- 12. In the period of 30 (thirty) days prior to the election, the Board of Directors of the Association shall concede the opportunity to candidate slates for sending e-mails to all members, in order to disseminate their applications, in a fair way for all slates. The text of the message shall be of each slate responsibility, being the Board of Directors and the Council responsible for previously defining the period, extension, and the format of the messages to be sent.
GENERAL AND TRANSITIONAL PROVISIONS
Article 15. The fiscal year coincides with the calendar year.
Article 16. The Association shall only be dissolved when the law determines, by a Government act, or by a resolution of at least three quarters (¾) of its members with voting rights and in good standing with their statutory rights at the Extraordinary General Assembly specially convened for this purpose, except the right of the minority and third parties.
Sole paragraph. Upon dissolving of the Association, its liquidation will occur in accordance with the legislation in force, and its existing assets and rights at the time shall be transferred to another non-profit organization having as its main objective the development of activities similar to those of the Association, or a public body. The alluded assets and rights cannot be reverted to members.
Article 17. In honor and recognition of the valuable contribution of Professor João da Gama Cerqueira for the dissemination, the prestige and the defense of the Industrial Property Rights in Brazil, through his doctrinal work and professional performance, the Association acclaims such distinguished jurist it’s Honorary President.
Article 18. Are considered founding members those who took part in the Association’s incorporation meeting, and those who requested their admission until January 31st, 1964.
Article 19. The version of the Statute of the Association approved at the Extraordinary General Assembly of September 28th, 2017 shall come into force immediately on the date of this Assembly.
Rio de Janeiro, September 28, 2017
|José Antonio B. L. Faria Correa
|Ricardo Cardoso Costa Boclin
Maria Carmen de Souza Brito