BRAZILIAN ASSOCIATION INDUSTRY HOTEL – CEARÁ
NAME, HEADQUARTERS , PURPOSE AND DURATION
Article 1 : The Brazilian Association of Hotels , nonprofit civil association , founded in February 20, 1980 , in Fortaleza , capital of Ceará , entered in the National Register of Legal Entities under No. 09.529.637/0001 -44 , Registered with the Register of Legal Entities in Book “A” , under No. 076 009 , of 09/10/1998 , consolidated through this statutory amendment approved at the Annual General Meeting held on April 12, 2006 , for a term indefinitely and with members , other members of the Authority and its Board, not responding jointly or secondarily by the obligations themselves contracted , headquartered at Rua Professor Dias da Rocha , No. 560 – Meireles and venue in the city of Fortaleza , State Ceará , consisting of hotels and similar legally established in the State of Ceará , representing statewide business class hotels and related to her associates and affiliated to the Brazilian Association of hotels – ABIH NATIONAL headquartered in Brasilia , capital of Distrito Federal .
Paragraph 1: The entity uses the fancy name ABIH , ABIH – CEARÁ and / or ABIH – EC ;
Paragraph 2: The representation under this article , to posit legitimizes ABIH in court on behalf of its members , under constitutional and statutory requirements , in terms of their competence .
Article 2 : The ABIH – EC aims : The ABIH – EC
a) promote reconciliation and related class hotel in the entire state of Ceará ;
b ) Patronize and defend the legitimate interests of its individual members and the community represented by collaborating with public authorities , such as technical and advisory body , in the study and solution of problems affecting the sector as a whole ;
c ) Foster the development of hospitality in the state , increasing tourism in all its manifestations , as well as other activities with this are directly or indirectly related ;
d ) promote seminars , courses and other events to stimulate and collaborate on training and technical improvement of human resources and related to the hotel business ;
e) Promote the systematic dissemination of matters of interest to the entity by editing newsletters , magazines or other periodicals ;
f ) To promote conferences , exhibitions , fairs and similar events that contribute to the development of the hotel industry and the like ;
g ) Participate as associated activities ABIH NATIONAL , as envisaged in the Statute ;
h ) To perform generally the duties which in law and the usual customs , civil associations are reserved .
Article 3: To achieve its goals , the EC – ABIH keep organs and technical services necessary for the disposal of its members .
Article 4: The membership of the EC – ABIH will consist of the following member categories :
• Fees ;
• Benefactors .
Article 5: They are effective members companies which operate over different lodging facilities , including “flats ” in the forms of owners , lessees or managers , in the state of Ceará , and the ones associated with the enjoyment the right to vote and to be voted .
Paragraph 1: The representation of the current members will make will be through its proprietor , member or director , in the form of their social acts .
Paragraph 2: Even when members of a same group , each host resource is considered an autonomous unit for purposes of membership in the organization .
Article 6: employees are associated persons or entities , for interest related to the segment of the lodging and the discretion of the Board , wish to collaborate in some way with the entity .
Article 7 : There are fees associated with the individuals or entities who have distinguished themselves by meritorious service in favor of the class , at the discretion of the General Assembly .
Sole Paragraph : The founding members of the entity are automatically included as honorary members , and when they lose condition current members , whose recognition will give the 1st Annual General Meeting held after the request of the Company , not fitting refuses the claim .
Article 8: They are associated meritorious individuals or corporations that make donations or bequests to the entity or , at the discretion of the General Assembly , deserve such a title of great relevance for services rendered to the hotel industry .
Article 9: Responsibility for effective admission of members and employees will be exclusive of the Board , according to the roadmap and standards for membership .
Article 10: In addition to other fees or charges on which the General Assembly is established , it is determined that :
a) As admission fee associated effective , the value will be 10 ( ten) times the monthly price to be established ;
b ) The fee of the current members , will correspond to the price of the apartment standart / published on the counter without a single incident rates , up to 50 (fifty ) apartments plus 20 % ( twenty percent ) for lots of fifty (50 ) apartments exceed , detailed as follows :
0-99 Factor 1
100-149 Factor 1.2
150-199 Factor 1.4
200-249 Factor 1.6
250-299 Factor 1.8
300-349 Factor 2.0
350-399 Factor 2.2
Article 11 : Members pay employees monthly, half the value set for the associated effective without paying the admission fee and may not vote or be voted .
Article 12: The honorary members and benefactors are exempt from any contribution .
Article 13: The rights of members :
a) To participate , vote and be voted at the General Meetings ;
b ) request with a minimum of 20 % ( twenty percent ) of the membership to convene the General Assembly , justifying it ;
c ) Use of any services of the Association .
Article 14: The duties of the members:
a) timely payment of fees established by the Board and the contributions stipulated by the General Assembly ;
b ) Attend the General Assembly and abide by their decisions ;
c ) honor the Association by all means in their power and spread the spirit of association between Entrepreneurs Sector ;
d ) Respect for the law and abide by all the constituted authorities ;
e) Comply with these statutes and regulations are created.
Article 15: Of all the harmful act of law or contrary to this constitution , drafted by the Board , any member may appeal within fifteen (15 ) days before the General Assembly .
Article 16: The members will be subject to the penalties of suspension and removal of membership.
Paragraph 1 – will be suspended from the rights of members :
a) fail to attend three (3 ) consecutive General Assemblies without justifiable cause ;
b ) What desacatarem the General Assembly or the Board.
Paragraph 2 – will be deleted from the membership , members who :
a) For misconduct , spirit of contention or fault committed against the moral or material assets of the Association , they constitute harmful elements in the Body ;
b ) Without justification , delayed more than six (6 ) months of your monthly payments ;
c ) delay , without justification, any contributions voted by the General Assembly category ;
d ) violate the rules of this Statute.
Paragraph 3 – The penalties imposed by the Board.
Paragraph 4 – The application of penalties , under penalty of nullity , should be after the convening of the hearing of the associate , which can add its written defense.
Paragraph 5 – For the purposes of the immediately preceding paragraph , the member shall be notified of such hearing with a minimum of five (5 ) days .
Paragraph 6 – The penalty imposed may be appealed to the General Assembly .
Article 17: Members who have been removed from the membership may rejoin the Association , provided that rehabilitate , at the discretion of the General Assembly , or settle your debts in the case of late payment .
SOCIAL AND ADMINISTRATIVE BODIES
Article 18: The governing bodies and administrative ABIH – EC :
• General Assembly ;
• Board ;
• the Audit Committee ;
• Board of Ethics .
Article 19: The General Assembly , the highest body of deliberations and normative , is composed of representatives previously designated by current members in good standing of their social rights , and who are in good standing with their financial obligations with the entity .
Paragraph 1: The representation of ABIH – EC before the AGM at National, will be the acting President and three (3 ) members of the Executive Board meeting designated .
Article 20 : The meetings can be Ordinary and Extraordinary and their decisions shall be taken by majority vote , computing 01 (One) vote for each member . Will be added to each member, plus one vote for each batch of fifty (50 ) of the respective unit apartments that exceed the first fifty (50 ) apartments . The maximum number of votes for each unit will be associated with six (06 ) votes .
Sole Paragraph : For the “flats ” are considered only those apartments that are part of the “pool ” .
Article 21: The Annual General Meeting is held annually in four (04 ) months of the year , convened by the Board , in compliance with the provisions of Article 25 .
Article 22 : It is solely the Annual General Meeting :
a) take the accounts of the Board for the previous year , including the Management Report and the Financial Statements , together with the Fiscal Council ;
b ) Discuss and vote on the proposed budget for the current year ;
c ) To elect or dismiss members of the Executive Board and the Supervisory Board ;
d ) Admitting associated fees and benefactors ;
e) Judge appeals against acts of the Board.
Article 23: The Extraordinary General Assembly shall meet whenever necessary, convened by the Board or the Supervisory Board , as provided in Article 20 .
Article 24: It is entirely up to the Annual General Meeting:
a) amend the bylaws ;
b ) Dissolve society ;
c ) Authorize the purchase , encumbrance or disposal of property of the entity ;
d ) Fill vacancies on the Board and the Audit Committee ;
e) decide on other matters that are not exclusive competence of the General Meeting ;
f ) Dispose of your membership , current members or collaborators , proposed by the Board or the Board of Ethics , which have violated ethics , breached decisions EGM or AGM or late fees for a period exceeding six months , by resolution of the majority of attending the Meeting .
Sole Paragraph : The exercise of voting rights is personal and nondelegable , sealed its expression by an attorney .
Article 25: The General Meetings shall be convened by letter circular addressed to all Members Effective entity , by fax or any other means or postal mail, attesting to the receipt by the addressee , at least ten (10 ) days of the completion of AGM, or at the request of one-fifth of the total current members for Ordinary and Extraordinary General Meetings , which have a period of notice of at least five (05 ) days .
Article 26 : The General Assembly shall be installed in a single call by a majority of the members present , except as provided in these Bylaws .
Article 27 : The General Assembly shall be chaired by the president and secretary of the Secretary , unless convened by the Supervisory Board or by the members themselves , when the President and Secretary shall be chosen from among those present . In the case of voting on matters dealt with in letters “a ” and ” b ” of Article 17 , the direction of the work will be done by a member chosen at the time .
Article 28 : The Board consists of eight (8 ) executive members so appointed :
I – President ;
II – Vice President – Hospitality ;
III – Vice President – Small Hotels and Inns ;
IV – Vice President – ” Flats ” ;
V – 1st Secretary ;
VI – 2nd Secretary ;
VII – 1st Treasurer ;
VIII – 2nd Treasurer .
Paragraph 1: The Board’s deliberations shall be taken by simple majority vote of those present , the votes and the Chairman of quantity and quality .
Paragraph 2: It is prohibited to the Officers perceive any kind of compensation from the entity.
Paragraph 3: The Presidency of ABIH , may only be exercised by the owner , director or shareholder of hotel or hotel company .
Article 29 : The Board ‘s mandate is two (2 ) years and may be reelected for only one more period.
Paragraph 1: In case of vacancy in the office of President of the ABIH , will assume the interim Vice-President of Hospitality , fitting the same call elections to fill the position effective , within ninety (90 ) days .
Article 30 : The Board ordinarily meets once a month and , extraordinarily, whenever necessary, convened by the President or one-third of its members .
Article 31 : The Executive Board :
a) Fix the various policies of the entity;
b ) Prepare and submit to the General Assembly the report of activity, the financial statements and the annual budget proposal ;
c ) Admit effective members and collaborators propose shutdowns and penalties apply to them ;
d ) Refer to the General Assembly appeals against their acts ;
e) Develop its bylaws .
Article 32 : The President :
a) Represent the organization , actively or passively , in or out of court , and may for that purpose, appoint attorneys for specific purposes , together with the Secretary ;
b ) convene and preside at General Meetings and Board meetings ;
c ) Signing contracts or agreements, as well as terminate them , together with another director , upon authorization of the Board;
d ) To authorize expenditures , signing with the Treasurer , their checks or money orders ;
e) To admit and dismiss employees ;
f ) Forward the bodies of the entity documents provided herein.
Article 33 : It is incumbent upon the Vice – Presidents in the order of Article 28 :
a) Replace President in his absence or temporary incapacity ;
b ) Perform other duties as may be delegated by the Board.
Article 34: It is the 1st Secretary direct the administrative activities of the entity , write the minutes of the meetings and exercise powers delegated to him by the Board, being replaced in its impediments , for the 2nd Secretary .
a) Replace President in his absence or temporary incapacity ;
Article 35: It is the 1st Treasurer direct the financial activities of the entity , open and operate bank accounts , signing together with the President , or his substitute statutory elaborate rendering of accounts , and perform the duties delegated to him by the Board, being replaced in its impediments , for the 2nd Treasurer .
a) Replace President in his absence or temporary incapacity ;
Article 36 : It is incumbent upon the Vice – Presidents represent their respective segments in the preparation of technical studies and proposals of measures for the benefit of the sector.
Article 37 : The Audit Committee consists of three members and three alternates , elected by the General Assembly for a term of two (2 ) years , reelection allowed only two thirds of its members . Those elected will choose among themselves the Chairman.
Article 38 : The Supervisory Board :
a) Examine books and accounting documents and the treasury position , tilling the books their test results ;
b ) issue an opinion on the financial statements prepared by the Board before being forwarded to Shareholders for deliberation about .
THE BOARD OF ETHICS
Article . 39: The Board of Ethics will consist of five (5 ) members appointed temporarily by the General Assembly from among the current members of the organization, who have at least five (5 ) years of membership , that after sworn , shall have their terms until the opinion end on cases that have been directed by the Board.
Sole Paragraph : The regulation that its members will explain to issue opinions , will be prepared and submitted to the General Assembly and approved after that , an integral part hereof .
Article 40 : The Officers shall be elected at AGM, members from the current members of the entity for a period of two (02 ) consecutive years .
Paragraph 1: Elections will be held until April 30 of even-numbered years , and shall elect to have immediate possession and transmission of positions within a maximum of seven (7 ) days from the date of the AGM and be communicated within 15 (fifteen ) days to the President of the National plaque elected .
Article 41 : The members of the Supervisory Board shall be elected by the same General Assembly which elects the Board .
Article 42 : The relationship of members able to vote shall be prepared in advance of ten (10 ) days from the date of the election , and will be in the same run, posted in an easily accessible place at the headquarters of the Organization for consultation of all stakeholders and provided upon request to a representative of each plate recorded .
Article 43 : The plates competitors must be submitted and chanceladas by heads of plates, signed by all its members , and after delivered , will be recorded in the Minutes Book of General Meetings , within five (5 ) days prior to the AGM marked , for the department to ensure that its members comply with the conditions established herein.
Sole Paragraph : Consider yourself will void the plate that fails to submit the requirements of this article .
Article 44 : Voting for the election of Directors and the Audit Committee shall be made by means of electronic data processing or other means , able to preserve the confidentiality of the identity of the voter. Occurring single registration plate for any of the two bodies , the Assembly may decide by acclamation as a form of election.
Article 45 : In the event the President of being a member of one of the plates competitors in Ordinary election meeting will be convened and chaired by a non- associated component of any plate and has longer associated .
Sole Paragraph : If there is a possible tie between plates competitors will proceed new election within thirty (30 ) minutes , and persisted , the end result will be by lottery .
LOSS OF OFFICE
Article 46 : The elected positions are personal and not transferable , configured as a likely loss of mandate:
a) Resignation ;
b ) Proven abandonment or unjustified absence at three successive meetings of the Board;
c ) a final court decision in equity or criminal actions ;
d ) Malpractice or squandering of corporate assets ;
e) Loss of condition Associate Effective representative , for a period exceeding six (06 ) months .
Paragraph 1: The configuration of loss of office shall be preceded by notice to the person concerned, who may, within ten (10 ) days , present defense with the Board and, if not accepted, appeals to the General Assembly , in the same term from decision science .
Paragraph 2: The dismissal or removal from office will be decided at a General Meeting specially convened for that purpose , which shall constitute a quorum of 2/3 ( two thirds) of the members present at the meeting .
Article 47 : Waiver of elective office shall be formalized in writing by the 1st Secretary of the entity , which will forward to the President for convening the General Meeting to consider and decide on the matter.
Article 48 : In the case of collective resignation , its implementation will entail the examination of accounts by the Audit Committee .
Article 49 : It is the heritage of the Association :
a) The contributions of those who participate in the association , consonants Articles 10 and 11;
b ) Donations and bequests ;
c ) Property and assets acquired and the income produced by them ;
d ) Fines and any other income .
Paragraph 1: No contribution may be imposed in addition to members of certain explicitly in the form hereof .
Article 50 : The property can only be sold and / or purchased by express permission of the General Meeting specially convened for that purpose , which shall constitute a quorum of 2/3 ( two thirds) of the members in good standing with the Treasury .
Article 51 : In case of dissolution , when you find the Association incursa laws that define crimes , paid his debts , the goods will be incorporated into the assets of charities in the city of Fortaleza , in Ceará State , or any other association that Assembly set .
Article 52 : The acts of the officers in importing malpractice or squandering the assets of the Association shall be prosecuted and punished in accordance with criminal law.
Article 53 : In case of dissolution of the Association , which will only occur by express resolution of the General Assembly for that purpose convened , with the presence of at least 2/3 ( two thirds) of the members even, its assets , paid the legitimate debts arising your responsibility , in the case of cash Cash and cash and power to various creditors , will be incorporated into the assets of charities in the city of Fortaleza , in Ceará State , or any other association that the Assembly set .
GENERAL AND TRANSITIONAL PROVISIONS
Article 54 : The members of the EC – ABIH not respond , jointly or alternatively, the obligations of the entity , unless the management positions in the event of misuse of powers .
Article 55 : The elective positions vacant or created by this Statute shall be filled by the Extraordinary General Meeting to be convened especially for this purpose within 90 (ninety ) days from the date of approval hereof .
Article 56 : All provisions of this Statute , approved at the EGM held on April 12, 2006 , come into force from the record because the Registry of Deeds and Documents competent from what will be all provisions otherwise as well as the resolutions and regulations relating to the same or related in that they are contrary to this , ratified all acts until the date of the meeting that proceeded this statutory change .
Article 57 : The resources alluded in this Statute shall not have suspensive effect .
Article 58 : The beginning of the periods will always be the day after the publications .
Article 59 : The term whose expiration day match day there is no shift in the Secretariat of the Authority shall be automatically extended to the next business day .
Article 60 : The amendment of the provisions of this Statute will be made only by express resolution of the General Meeting specially convened for the purpose and with the presence of at least 2/3 ( two thirds) of the members in good standing with the Treasury .
Article 61 : shall be null and void acts committed for the purpose of misrepresenting , hinder or defraud the application of the principles contained in the law and these Bylaws.
Fortaleza , April 12, 2006 .
Elisha Antonio de Barros Junior
Rui Alberto Fajardo Veigas
Vice President Hospitality
Waldyr Diogo de Siqueira Neto
Vice President Small Hotels and Inns
Amauri de Oliveira Morais
Vice President Flats
Tarso Carneiro de Melo
Peixoto José Simões
Manoel Cardoso Linhares
Adv Adenauer Moreira
OAB / RS No. 27,468
OAB / CE No. 16,029 -A