By-laws

Our by-laws are available in Portuguese, upon request.

If you would like a copy of the current by-laws in Portuguese, please e-mail our President at president@newcomers-sp.com.br

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BYLAWS OF THE INTERNATIONAL NEWCOMERS CLUB OF SÃO PAULO

CNPJ 06.072.346/0001-81

Clause 1 – Preliminary Dispositions

1. The International Newcomers Club of São Paulo, herebey designated Newcomers’, founded on the 5th of November of 2003, with headquarters located at Rua Job Lane, 1030, city of São Paulo, state of São Paulo, is a non-profit and non-economic association, instituted in accordance with Law number 10.406, dated January 10, 2002, and its duration is undetermined.

Clause 2 – Club Objectives

2. International Newcomers Club of São Paulo is a social, multicultural association that provides support, information and ongoing opportunities to its members, fluent in the English language and members of the international community of São Paulo, through:

I – developing of social and cultural activities;

II – promotion of the social inclusion and integration between its members;

III – assisting charitable institutions, as a means to the integration of its members in the community and raising of awareness as to the Brazilian reality;

IV – maintaining and developing literary, editorial, and printing activities, the resources of which shall be entirely invested in the association.

2.1 The distribution of payment or any other financial or economic advantages to the members and directors is strictly forbidden.

2.2 All resources obtained by the organization must be applied exclusively within national territory and utilized for its social objectives.

2.3 The organization shall not participate in any other religious or political events, except those of ecumenical or nonpartisan character.

Clause 3 – Membership

3. Membership is open to any person, without distinction of sex, race, creed or nationality, who is fluent in the English language and who resides in the state of São Paulo

3.1 Admission of a member will be approved by the Membership Director and upon payment of the yearly membership dues, which run from January to December.

3.2 Membership dues will not, under any circumstances, be refunded.

3.3 A prospective member may participate in one monthly meeting to apply, if he so wishes, for membership, and may return to participate in other meetings, as a non-member, by paying their yearly dues.

3.4 The amount of the yearly dues shall be determined by the Board of Directors, by simple majority vote.

3.5 Each member shall receive a list of the names of members, as well as a copy of these bylaws. This document is for the exclusive use of the member and may not be shared or given to third parties, without the consent of the Board of Directors.

3.6 A member interested in being removed from the organization must manifest his intention in writing to the Board, and must not owe money to the organization.

3.7 Members will be excluded from the organization if they:

a) Do not abide by social rules;

b) Do not pay their yearly dues.

3.8 Readmission of a member shall follow the same guidelines as for admission

3.9 All past presidents shall be lifetime members.

Title I – The Organization

4. The organization shall be composed of the General Assembly, of the Board of Directors, which includes the Executive Board and the Directors, and by the Committees.

4.1 The General Assembly shall be composed of half plus one of the members, at least, upon first call or by one-third of the membership at following calls, and decisions will be made by simple majority vote of the members present, being inadmissible votes by representatives, with the exception of those admitted by law.

4.1.1 The General Assembly shall meet, ordinarily, once per year, during the month of November, and, extraordinarily, when requested by at least one fifth of the membership or upon request of the president, when deemed necessary.

4.1.2 O The president shall post an invitation to the General Assembly on the bulletin board of organization’s headquarters, at least 7 days in advance, specifying the time, date and place of the meeting, as well as the subject matter to be addressed.

4.1.3 It is the exclusive burden of the General Assembly:

I – to elect the administrators;

II – to remove the administrators;

III – to approve the yearly accounting;

IV – to change the bylaws

Title II - The Board of Directors

4.2 The Board of Directors shall be composed of the Executive Board and the Directors.

4.2.1 The Board of Directors shall meet once a month.

4.2.2 Each member of the Board of Directors shall receive a job description and a copy of these bylaws.

4.2.3 Each member of the do Board of Directors shall file an annual report of his activities in the organization, to be presented at the final meeting of the year.

4.2.4 If a member of the Board of Directors cannot be present at the monthly meeting, he must send a representative or a written report of his activities.

4.2.5 The Board of Directors shall be presided by the president of the organization and shall deliberate definitively and by majority vote, on any subject matter not specifically assigned to other powers within the organization by these bylaws.

Title III – The Executive Board

4.3 The Executive Board shall be composed of the president, vice-president of welcoming, vice-president of events, vice-president of communications, 1st Secretary and Treasurer, and is be the administrative organ of the organization.

4.3.1 The Executive Board shall be elected for a one year term, at the Annual General Assembly, held in the month of November, and will assume office on the 1st of January.

4.3.2 The Executive Board shall meet, ordinarily, once a month and extraordinarily, when the president calls.

4.3.3 It is the duty of the president:

a) General supervision of the organization;

b) To preside all assemblies and meetings, as official club representative;

c) To nominate an assistant treasurer, if he so chooses, as well as the Directors and chairpersons;

d) To preside all committees ex officio, except the nominating committee;

e) To nominate or exclude any director or secretary, permanent or temporary, and to nominate (or exclude) former Directors for advising positions, as deemed necessary;

f) To dispose of the club’s financial resources and bank account;

g) To represent the club judicially and extra-judicially.

4.3.4 It is the duty of the Vice-President of Welcoming:

a) To supervise the following Directors: Membership, New Member Orientation (called Red Rose), Coffees and Commercial Relations Director;

b) To supervise meetings, having as a reference Robert’s Rules of Order;

c) To substitute the president in his absence.

4.3.5 It is the duty of the Vice-President of Events:

a) To supervise the directors related to club events and activities, specifically, Activities Director, Luncheons Director and Community Services Director, as well as the chairpersons and committees created for special events

b) To substitute the president in his absence and in the absence of the VP of Welcoming.

4.3.6 It is the duty of the Vice-President of Communications:

a) To supervise the directors related to communications, which include the newsletter, website and emails, specifically, Editor Director of the Newsletter, Marketing and Advertising Director and Webmaster Director, administrator of the website.

b) To supervise the chairpersons and committees created for other club publications

4.3.7 It is the duty of the 1st Secretary to:

a) Take minutes at all meetings;

b) Look after the club correspondence.

4.3.8 It is the duty of the Treasurer to:

a) Supervise all directors with regards to the raising or spending of club funds, such as those that involve sales of ads in the newsletter, sales and purchases of community services;

b) To receive and be the legal depositary of all club funds;

c) To run, individually or with the joint participation of the president, the bank account of the organization;

d) To maintain at the disposal of the Board, or of an outside audit, all documents related to club finances.

4.3.9 In the event of a vacancy of an elected office, the Board of Directors shall appoint, by simple majority, a successor, who will take office and remain until the end of the term.

Title 4 – The Directors

4.4 The following are the Directors who shall unite a committee to assist in their job:

a) Membership Director, shall be responsible for the admission of new members during monthly meetings, for the maintenance of the membership database, and for the publication of the membership directory;

b) New Members Director, shall be responsible for the organization of monthly meetings (called Red Rose Coffees), providing information and orientation to new members;

c) Monthly Coffee Director, shall be responsible for organizing monthly club meetings;

d) Commercial Relations Director, shall be responsible for the relationship with the vendors for the monthly meetings and other events. This director shall keep a list of vendors and all information on payments;

e) Newsletter Editor Director, shall be responsible for the publication and notification in this newsletter, of club activities, and for posting the newsletter;

f) Marketing and Advertising Director, shall be responsible for the marketing and advertisement of the club, as well as responsible for the approval, charging of ads for the monthly newsletter;

g) Webmaster Director, shall be responsible for the maintenance of the club website;

h) Community Services Director, shall be responsible for coordinating the charity activities of the club;

i) Activities Director, shall be responsible for the organization and advertising of social activities;

j) Luncheons Director, shall be responsible for the organization and advertising of luncheons.

4.4.1 The directors shall be nominated by the president if deemed necessary to the satisfactory functioning of the club; the president may refrain from creating a directory, if deemed unnecessary at the time, so long as he designates another member of the Board of Directors to fulfill that job.

Title V – The Committees

4.5 Chairs or Committees may be created to assist in the jobs, as deemed necessary .

4.5.1 The members of the Secretaries may participate in monthly meetings of the Board of Directors, but may not vote.

Clause 5 – Nominations and Elections

5. The nominating committee for the slates for the Executive Board shall be composed of four members, two from the Board of Directors and two from the general membership. This committee shall be nominated by the president. The committee shall nominate its director.

5.1 Reelection for Executive Board positions shall be permitted limited to one consecutive reelection for the same position.

Sole Paragraph. Reelection for the same position shall be permitted as an exception to the rule in Clause 5.1, if there is no other member, until the date of the elections, able to fulfill the requirements of the position.

5.2 At least one slate containing the candidates for the offices of president, vice-president of welcoming, vice-president of events, vice-president of communications, 1st secretary and treasurer shall be announced to the membership via email by the 1st of October. Other slates must be announced one month prior to elections.

5.3 The election of the Executive Board shall be done at the General Assembly of November, and by December 31st a meeting of the Board of Directors shall make the official transfer of the positions to the New Board of Directors who will plan the calendar of events and activities for the period between January, following elections, and December of the following year.

5.4 Elections shall be by oral vote, if there is only one slate of candidates. In the event there is more than one slate, elections shall be by written and secret vote.

5.5 The election of any candidate shall be considered valid, when approved by the simple majority of members present and qualified to vote.

Clause 6 - Club Resources

6. Club resources shall be made up of:

I – mobile and immobile assets, present and future;

II – donations, subventions, assistance by public or private entities, national or foreign, and legacies, present and future;

III – income from its assets;

IV – income from its services or economic activities;

6.1 Newcomers’ income shall come from, among other sources:

I – donation of assets and income;

II – donations and subventions from public and private entities;

III – interest and other income resulting from financial investments;

IV – special funds and provisions, if necessary;

V – providing of services;

VI – sale of club publications;

VI – sale of advertisements in club publications.

6.2 Club assets and income shall be applied in full within the country for the sole fulfillment of the club objectives, as defined by these bylaws.

6.2.1 The Board of Directors may, by simple majority vote, designate a percentage of club fund to charities, within the limits of the annual budget.

6.3 The members of the General Assembly, Executive Board and Chairpersons and Secretaries shall not receive any payment e and shall not perceive any benefits of any kind for their service in office.

6.3.1 The club may reimburse the expenses of the above mentioned members, when servicing the club.

Clause 7 – Final Dispositions

7. The reform of the present bylaws or the exclusion of any administrator may only occur during a General Assembly, especially called for that sole purpose, and upon the vote of two-thirds of the members present, and cannot begin deliberating on first call without the absolute majority of the membership, nor without at least one-third of the membership on following calls.

7.1 All extra expenses, superior to those designated to the normal functioning of the club, must be approved by the simple majority of the Board of Directors.

7.2 No member of the Board of Directors may sit on the board of any other organizations, which may be in conflict with the interests of Newcomers’ or that do not allow the necessary dedication to fulfill his duties satisfactorily.

7.2.1 Members of the Board of Directors of Newcomers’ must inform the organization of their participation on the board of other organizations.

7.3 The club shall be extinguished upon approval by two-thirds of the total Membership, during a General Assembly especially summoned for that sole purpose.

7.4 Should the club be extinguished, an announcement shall be made at the General Assembly and the remaining resources after payment of all bills shall be designated according to the majority vote of those present at the Assembly.

7.5 The Board of Directors shall have the authority to deliberate about any matters not included in these bylaws.

7.6 The membership shall not have any responsibility, solidary or subsidiary, for the obligations contracted by the club.

7.7 – This present alteration of the Bylaws was approved by the Extraordinary General Assembly on the 4th of June, 2008, especially called for this purpose, in accordance with the minutes registered on that occasion.