Estatuto – Inglês

ABRAPHE – ASSOCIAÇÃO BRASILEIRA DE PILOTOS DE HELICÓPTERO

(BRAZILIAN ASSOCIATION OF HELICOPTER PILOTS)

FIRST CHAPTER

On Association, Organization, Association Name, Head-offices and Purposes.
ARTICLE 1. ABRAPHE – Associação Brasileira de Pilotos de Helicóptero (Brazilian Association of Helicopter Pilots) (henceforth designated as “ABRAPHE”), is a non-profit civil society, with no political or religious purposes, with indeterminate duration, and consisting of helicopter pilots of any nature bearers of a license duly issued by the Departamento de Aviação Civil – DAC (Office of Civil Aviation) (of the Ministry of Aeronautics), with jurisdiction over all national territory and being ruled by the present Articles of Association.
Sole paragraph: ABRAPHE has its headquarters, jurisdiction and registration in the County of the State of São Paulo, and it is situated at Rua Onófrio Milano, 186 – sala 105, Jaguaré – São Paulo – SP, and it may establish regional and representative offices in other locations.
ARTICLE 2. ABRAPHE has as purposes:
a) Congregating helicopter pilots within the national territory, by contributing to the unity and improvement in general of the aeronaut’s category;
b) Managing its Member pilots working conditions and flight safety;
c) Representing and defending the Members interests against other bodies of Helicopter Operators, public authorities, the Sindicato Nacional dos Aeronautas – SNA (National Union of Aeronauts), other unions and entities and civil societies and cultural entities;
d) Together with the SNA (National Union of Aeronauts), participating in the deployment of the Collective Labor Convention, contributing to the improvement of the Aeronaut Professional Regulation, as well as guiding and stimulating the members to fulfill the legal and regulatory provisions applicable to the professional category of aeronauts;
e) Collaborating with the bodies in charge of controlling the execution of legal and regulatory provisions applicable to the professional category of aeronauts;
f) Developing technical and cultural exchange with other national or foreign unions, congregating aeronauts and air service employees, aiming at fostering the professional, technical, cultural and social improvement of its members;
g) Fostering and raising the level of professionalism, fellowship, loyalty and solidarity among the members, accomplishing events, congresses, seminars, courses, debates, meetings, technical activities, sporting events, social, leisure, artistic and cultural activities;
h) Defending the helicopter pilot’s rights to social security, extended to their dependents and relatives, being the association able to create its own services or to enter into agreements with third parties;
i) Judicially and extra judicially representing its members on behalf of their rights and interests, being able to file, inter alia, judicial orders, collective writ of mandamus or court injunction.
j) Solely or along with other organized civil society entities, instigate the rendering of social and educational services to local communities.

SECOND CHAPTER

Organization
ARTICLE 3. The following are ABRAPHE’s permanent bodies in charge of its Management and Control:
a) General Meeting;
b) Board of Directors;
c) Fiscal Council (Audit Committee).
ARTICLE 4. The General Meeting is the sovereign deliberative body of ABRAPHE, being able to meet, either annually or extraordinarily.
1st §. Summons for General Meetings shall be made by call for meetings by means of publication on the entity website, by electronic mail and/or by registered mail to the members with receipt notice by the recipients, and by means of the ABRAPHE notice board as provided in the sole paragraph of article 7, in fine, where applicable.
2nd §. Either the Annual or Extraordinary General Meeting may be held, at the Board of Directors discretion, in other cities where there are Members in a number that justify its accomplishment there, on dates, places and time to be determined on the call for the meeting.
3rd §. Every member may present suggestions on issues of interest of the category and of ABRAPHE, to be included in the agenda, provided that it is presented at least three (3) working days before the General Meeting set date.
4th §. General Meeting shall only deliberate, at the first call and with the presence of at least one third (1/3) of members. In case there is no quorum at the first call, a second call for meeting shall be made thirty (30) minutes after the first call, when the issues on the agenda established in the call for meeting shall be discussed and deliberated upon the presence of any number of members.
5th §. Members may be represented in General Meetings, except in discussions involving the subject consisting of Article 8, item d, 4th §, and Articles 40 and 50, all in the Articles of Association herein, by a proxy granted with special powers, in any case, being the allowed number of powers of attorneys granted to each representative limited to three (3), and the respective instrument will be attached to the voting sheet.
6th §. In connection with the previous Paragraph, the appointed proxy shall forcedly be a member up to date with his duties and be entitled to his rights, not being able to be a part of the Board of Directors or Fiscal Council (Auditing Committee).
7th §. Either by secret voting or not, the Meeting shall elect a Chairman to coordinate and manage the works, and a Secretary to draw up the Minutes thereof.
ARTICLE 5. General Meeting shall only deliberate on the agenda subjects consisting of the originating call for meeting, with no harm to the provisions of 3rd § of Article 4. Other meetings expressly called for this purpose could revoke the deliberations.
ARTICLE 6. General Meeting shall decide by majority of votes. All votes have the same value, excepting the one of the General Meeting Chairman, in case of a tie. Voting by subject shall be secret or open, according to the Meeting deliberation.
ARTICLE 7. The Annual General Meeting shall be forcedly called at least seven (7) days in advance on month March of each year, for the appraisal of reports and bills of the Board of Directors relating to the previous year, and with the opinion of the Fiscal Council (Audit Committee), and the call for meeting shall establish the following agenda:
a) Reading of the Minutes of the previous year AGM;
b) Appraisal and voting of Board of Directors report, Financial Statement and Balance Sheet;
c) Appraisal and vote of Budgetary Forecast and the Activity’s Plan for the next year;
d) Other subjects of general interest of the category and/or members, with no impairment to the provision of 3rd § of Article 4.
Sole paragraph. The previous year balance sheet shall be included at least seven (7) days before the accomplishment of the Annual General Meeting, and made available in the internet web site and the notice board of the ABRAPHE headquarters, in the above mentioned period, at the members disposal. A summary statement of the same shall be sent by mail to the members, together with the AGM call for meeting.
ARTICLE 8. The Annual General Meeting shall be called by initiative:
a) Of the ABRAPHE Chief of Executive Officer;
b) Of the Fiscal Council (Audit Committee);
c) Of the absolute majority of the Directors;
d) Of at least one third (1/3) of the members, provided that the following is complied:
1st §. The call requirement shall be subscribed by one third (1/3) of the members and delivered against receipt to the ABRAPHE headquarters by one of the subscribers, who shall be legally and judicially responsible for the authenticity of the signatures in the document.
2nd §. The Board of Directors shall have forty-eight (48) hours from the order reception to publish the corresponding Call for Meeting.
3rd §. In case the duty of publishing the Call for Meeting as provided in the previous paragraph is not complied, those interested in the accomplishment of the meeting shall have the right to do it.
4th §. Decisions involving changes in the Articles of Association and/or a total or partial destitution of Directors shall depend on the attendance of at least one third (1/3) of the effective members up to date with their duties and in full exercise of their rights, and shall attain at least two thirds (2/3) of votes to be approved.
ARTICLE 9. ABRAPHE Board of Director shall consist of nine (9) effective members and two (2) deputies, as follows:
a) Chief of Executive Officer;
b) Vice-President;
c) General Secretary
d) Chief Administrative Officer and Chief Financial Officer;
e) Chief Membership Officer;
f) Chief Communications Officer;
g) Chief Technical, Operating and Safety Officer;
h) Chief Education and Discipline Officer;
i) Chief Public Relations Officer;
j) First Deputy Director;
l) Second Deputy Director;
1st §. The Board of Directors has a mandate/tenure of two (2) years counted from the entry into the office set forth on article 37 hereon.
2nd §. The Board of Directors shall be elected as set forth in the Articles of Association herein, being allowed the reelection of all of its members for the same position and even a mandate in more than two office positions, if required.
3rd §. Commissions may be created: permanent or provisory Councils, Committees and Coordinating Committees, with specific purposes and whose activities, jurisdiction and responsibilities shall be set forth on proper internal rules, being the responsibility of the Board of Directors to name, appoint and destitute its members.
ARTICLE 10. The ABRAPHE Board of Directors shall be in charge of:
a) Ruling, administrating and managing ABRAPHE according to the Articles of Association herein, the ABRAPHE Internal Rules and the effective laws of the country.
b) Elaborating the Internal Rules as a complement to the Articles of Association herein, and the internal rules for any other services and benefits which will be created by ABRAPHE, submitting them to the General Meeting appraisal and approval of the General Assembly.
c) Submitting to the Annual General Meeting the activities report relating to the previous year, as well as the Financial Statement and Balance Sheet followed by the Fiscal Council opinion by the Fiscal Counsil budgetary forecast and the activities plan for the year in progress.
d) Convene at least two (2) times a month, preferably with a period of one week, and extraordinarily meet whenever it is required, by a call for meeting by the Chairman or his deputy.
e) Submitting to the Fiscal Council the monthly accounting balance sheets and respective supporting documents.
h) Applying the penalties set forth in the Articles of Association herein to the members in violation of the statutory rules.
i) Activating and deactivating regional and representative offices.
j) Hiring, if required, an independent audit firm to control ABRAPHE accounts.
k) Complying and causing to comply the General Meeting deliberations.
l) Deciding on the admittance and exclusion of members.
m) Hiring and dismissing employees and advisers.
n) Establishing, setting forth and granting powers, jurisdictions and responsibilities to employees and advisors of ABRAPHE.
o) Determining the banks where ABRAPHE accrued monies shall be collected in current accounts.
p) Calling for the General Meeting and elaborating its agenda.
q) Deciding on omissions in these Articles of Association, internal rules and regulations whose importance does not require calling for General Meeting.
1st §. The Board of Directors of the ABRAPHE may hire specialized professionals to advise, particularly in the legal and economic areas.
2nd §. The Director who does not attend, excepting in the event of being authorized to do so, four (4) consecutive annual meetings shall be summarily destituted, including automatic loss mandate, provided that after the third absence a warning letter is sent to him.
ARTICLE 11. Directors shall be prevented of granting sureties, bails or guarantees on behalf of ABRAPHE, being forbidden the use of the Association’s name or positions for purposes not related to the social goals or out of the attributions set forth in the Articles of Association herein.

THIRD CHAPTER

On Board of Directors, and Directors’ Responsibilities
ARTICLE 12. The Chairman of the Board shall be in charge of:
a) Actively or passively representing ABRAPHE on court or out of it, being able to grant special powers and appoint one or more proxies.
b) Calling for General Meetings and Board of Directors meetings.
c) Jointly sign with other Directors and according to the jurisdiction and responsibilities of each Director, checks, powers of attorney, correspondences and documents involving ABRAPHE and/or its member’s interests, and other documents required to the administration and management, provided that it is in compliance with the provisions of articles 46 and 47 in the Articles of Association herein.
d) Signing and forwarding circular letters, service orders and other papers of internal circulation.
e) Deciding on admittance and exclusion of member’s.
f) Coordinating the development of Internal Rules, Regulations and Executive Rules of ABRAPHE, controlling its performance.
g) Orientating the development and forwarding of publications of the association.
h) Following up and guide the works of Commissions, Committees and Coordinating Committees created by the Board of Directors.
i) Opening, countersigning and closing the association books.
j) Assigning responsibilities of administrative and bureaucratic nature.
k) Entering into and terminating agreements of any nature on behalf of the Association, provided that they are previously submitted to the Board of Directors and the Fiscal Council.
ARTICLE 13. The Vice-President is in charge of:
a) Assisting the Chief of Executive Officer to perform the responsibilities and to aid the President, performing the attributions assigned by him/her.
b) Representing the President in his/her eventual absences.
c) Replacing the president, without damages for his/her attributions, in case of unexpected circumstances and over 30 (thirty)-day licenses.
d) Taking over the Presidency in case of vacancy, due to death, resignation or impediment decreed by the General Assembly.
e) Jointly sign with other Board members, according to each one’s competence and attributions concerning the matter, checks and other papers, necessary to the administration and management, respecting what is set forth in the article 47 herein.
f) Participate in the meetings of the Aeronauts National Union and other entities of interest of the Association.
ARTICLE 14. The General Secretary is in charge of:
a) Supervising the ABRAPHE’s office activities, having the Association files under his responsibility;
b) Being the secretary, writing and reading the the minutes of the meetings of the Board;
c) Supervising the reception and dispatch of ABRAPHE’s mail;
d) Coordinating and elaborating the yearly and monthly Board of Director’s meeting calendar;
e) Jointly sign with the President or Vice-President, documents necessary to perform his/her attributions.
f) Assisting the President to coordinate Commissions, Committees and Supervision Committees created by the Board of Directors.
g) Supervising the organization and updating the Associates’ registry.
h) Representing ABRAPHE in solemnities to which the entity is invited and shall attend, by the Board of Directors’ decision.
ARTICLE 15. The Administrative and Finance Director is in charge of:
a) Supervising, guiding and executing ABRAPHE’s treasury and accounting activities;
b) Programming, projecting, supervising and executing ABRAPHE’s finance and economic administration;
c) Supervising the Monthly and Yearly statements of accounts, followed by the supporting documents;
d) Preparing, yearly, a Treasury activity report with yearly financial and patrimonial statements, budget forecast, and account statement, as provisioned under the article 7 sole paragraph;
e) Jointly sign with the President or Vice-President, checks, powers of attorney and other documents required to the administration of ABRAPHE, provided that it is in compliance with the provisions of the article 47 herein;
f) Supervising the registration of ABRAPHE’s assets;
g) Having under his charge all ABRAPHE’s books and administrative documents and supervise the bookkeeping, in accounting fashion, of the cash book;
h) Assigning, executing and supervising the administrative services;
i) Keeping contact with suppliers of products, goods and services that are of interest of ABRAPHE or their associates;
j) Supervising the purchase of materials, inputs and supplies, necessary to the functioning of the headquarters and offices;
k) Supervising the organization and maintenance of the storage room;
l) Giving his opinion about furniture acquisition and appropriate installations for the headquarters functioning;
ARTICLE 16. The Membership Director is in charge of:
a) Promoting the helicopter pilots’ class, other associates and ABRAPHE, establishing contacts and watching over the cordiality and cooperation with the Aeronaut and Air service employees Union, Associations alike, as well as before Public Organs, sectors of society and enterprises which operate helicopters in Brazil and Abroad.
b) Proposing social events, such as parties, celebrations, solemnities and others, aiming to stimulate and keep a communitarian environment of cordiality and loyalty among the Associates and other members of the aeronaut class.
c) Supervising all the matters related to the Associates, proposing projects and actions to improve and facilitate services, communication and general relationship of ABRAPHE.
d) Jointly sign with the President or Vice-President, documents required to execution to the execution of his attributions;
ARTICLE 17. The Communications Director is in charge of:
a) Constituting and coordinating the entity publication Editorial Council;
b) Jointly elaborating with the Editorial Council, guidelines and the Entity’s publication subjects, submitted to the orientation of the President Director;
c) Naming correspondents and collaborators to the entity communication organs;
d) Editing and divulging the publications, such as bulletins, circular letters, technical and scientific studies, handbooks, etc.;
e) Organizing and promoting periodic campaigns of professional awareness aiming at increasing the number of associates;
f) Jointly sign with the President or Vice-President, documents required to the execution of his attributions;
ARTICLE 18. The Technical, Operation and Safety Director is in charge of:
a) Keeping the Board of Directors always informed of the innovations about matters of technical nature, collaborating with the Promotion Department;
b) Keeping interchange with educational departments and training departments, as well as technical organs from the Civil Aviation Department (DAC) and similar entities;
c) Suggesting to the Board of Directors the acquisition of national and international technical books and magazines, to the library of ABRAPHE;
d) Creating and keeping up to date norm files, RBHA, Noser and Civil Aviation Department circular letters, relating to helicopters operation;
e) Participating, by authorization of the direction, in meetings, congresses, symposiums, seminars and other events of interest of the class, especially, those concerning the aspects relating to flight safety;
f) Presenting a report to the Board of Directors, of subjects treated in the above-mentioned events, for divulgation to the associates;
g) Representing ABRAPHE before the entities, technical and operational events, nationally or abroad;
h) Jointly sign with the President or Vice-President, documents required to the execution of his attributions;
i) Accomplishing studies relating to established procedures in regulations and norms of the Civil Aviation Department, Aeronautics Brazilian Code and correlated legislation and its compatibility with the operations practiced by the helicopter pilots, controllers and operators;
j) Promoting discussions and debates, with the participation of pilots, operators and controllers, collecting subsidies to adequate the operations in local or specific situations that might offer risk to safety of people and things, and possibly surveying the field for these means;
k) Accompanying, in the name of ABRAPHE, the works of SIPAER, CIPAAs, etc., in collaboration with the Technical Department of the association;
l) Working in harmony and in an integrated manner with the Instruction and Promotion Directions.
ARTICLE 19. The Director of instruction and Discipline is in charge of:
a) Keeping up to date about improvement courses (ground schools, lectures, etc.) that help improve the skills and development of the helicopter pilot, divulging among the associates, working in harmony with the Technical, Promotion and Operation Direction Boards.
b) Promoting, organizing and divulging such courses together with national and international education entities.
c) Receiving and verifying all reports of individual behavior that oppose to the exercise of the profession and that are not in accordance with the regulation and norms of the Civil Aviation Department, the Aeronautics Brazilian Code and correlate legislation, as well as being communicated in respect to the internal behavior of the associates, that might be considered inappropriate and subject to sanctions according to these Articles of Association.
d) If necessary, to establish internal and reserved inquiry, naming a specific commission to find out facts mentioned in the above mentioned paragraph, elaborating a final report to be sent to the Board of Directors for appreciation.
ARTICLE 20. The Director of Public Relations is in charge of:
a) Representing and promoting the Association and its Associates before the media other areas of interest of the Entity, including the Community in general.
b) Representing the Entity in Government, Aeronautics and Commercial events, recommended by the Presidency.
c) Propose projects and actions to stimulate the divulgation, communication and relationship of the Entity with all the areas of interest, including abroad.
d) Supervising and implementing the execution of the projects of Public Relations.
ARTICLE 21. The 2 (two) Deputy Directors are in charge of:
a) Collaborating with the other Directors, helping them perform their functions, whenever requested.
b) Taking over the position, temporarily or definitively, of any Directors, as set forth in the article 48.

FORTH CHAPTER

On Fiscal Council
ARTICLE 22. The Fiscal Council shall be comprised of 3 (three) effective members and 1 (one) deputy member, with a 2 (two)-year mandate, counted from the date they take charge of office, according and as provisioned in the article 37.
§ 1º. The Fiscal Council is in charge of supervising the businesses of ABRAPHE and, mainly:
a) Examining books, documents and correspondences.
b) Study balance sheets and the correctness of the cash balances, at least on a semester basis.
c) Presenting an opinion about the business and social operations to the Ordinary General Assembly.
d) Extraordinarily Calling, at any time or reason, the General Assembly, in case of serious or urgent motives .
e) Denouncing mistakes, frauds, or other irregularities, proposing suitable measures according to the kind.
§ 2º. The Fiscal Council will meet quarterly, or extraordinarily, always when required.
§ 3º. The Fiscal Council might meet following deliberation of 2/5 (two fifths) of the members.
§ 4º. In case the Fiscal Council acknowledges any irregularities, imputable to the Board of Directors, or members thereof, and does not denounce them to the General Assembly, the Counselors shall be solidarily held responsible with them.
§ 5º. The Fiscal Council might join in a meeting with the Board of Directors, upon this latter’s invitation, and participate in the discussions.
§ 6º. The deputies of the Fiscal Council might participate in the respective meetings, without voting rights, collaborating, instead with the works, jointly with the effective members, obeying, for the convocation’s, as provisioned in the article 48.

FIFTH CHAPTER

On Associates, Rights and Duties
ARTICLE 23 – Associates are:
a) Pilots: all helicopter pilots willing to associate to ABRAPHE. Must bear valid pilots license duly issued by DAC, Physical Capacity Certificate (CCF) and Technical Qualification (CHT); also foreign pilots with equivalent documentation, recognized by DAC, documents.
b) Benefactors: all associates deserving such distinction or having made ABRAPHE a donation of expressive value and who, at the Board of Directors proposal, are approved by the General Assembly.
c) Honorary: All those who, not being associates, have rendered relevant services to the professional category of aeronauts, at the Board’s discretion.
d) Company: Every industry, company, factory, shop or other commercial entity, connected or not to helicopter activities, willing to associate against an external contract to this articles of association, specific for the type of association and provided it is approved by the Board;
e) School: Every helicopter pilot school holding a legally ratified pilot school in accordance with RBHA 141, which meets flight and teaching safety requirements set forth by the Director of Instruction and Discipline and registered on an external contract, to this Articles of Association, common to all schools.
f) Pupil: Every helicopter pilot pupil still not bearing a pilots license duly issued by DAC. As of obtaining the pilot license, he/she shall move to the category of associate pilot.
g) Individual: All those who, not being pilots, are willing to enroll as associates, by approval of the Board of Directors.
First paragraph: With the aim at preserving its associate pilot’s privacy and safety, the Association supplies or commercializes, partially or in full releases and by no means, unless under judicial order, the list of associates with their names and data.
Second paragraph: natural persons interested in becoming associates shall complete form requesting their inclusion and legal persons shall enter into a contract specially created to this end.
Third paragraph: It is the associate’s right to discharge himself whenever deemed appropriate, filing his/her dismissal request at the Association’s Secretariat.
ARTICLE 24. The Board shall be able to refuse, by majority of votes, the admission of any proponent. The interested shall have the right to a voluntary appeal against this decision before the General Assembly, with no suspension effect.
ARTICLE 25. The Pilot Associate rights are:
a) to vote and to be voted for any of ABRAPHE’s elective function;
b) propose the admission of new associates and application of penalties;
c) discuss and vote in the General Assemblies;
d) represent and offer both the Board of Directors and Fiscal Council suggestions, in the category’s interest, for the betterment of the helicopter pilots’ professional regulations as well as the good functioning of the organization;
e) request the Board, in writing, clarifications on matters related to the social administration;
f) present, discuss and vote on thesis and papers in meetings set up for such purposes;
g) attend the Association headquarters and use it as a mail address or receive people for discussions whenever the facilities and working hours allow to do so;
h) use the Association’s offered services, against the respective payment, in the form established by the Administration;
i) enjoy, by the undelayable term of six (06) months leave, requested thirty (30) days in advance.
§ 1st. Only the associates up to date with their duties shall enjoy the rights set forth herein, as established in § 1st of article 28.
§ 2nd. The licensed associate is assured only the right provisioned in item IV herein.
ARTICLE 26. The Pilot Associate’s duties are:
a) observe and rigorously comply with what is set forth in these Articles of Association and other internal regulations, always behaving within the principles of loyalty and urbanity;
b) accept and carry on, safe just motive, jobs and posts to which elected or nominated;
c) respect deliberations and resolutions stemming from the Association’s competent agencies;
d) punctually pay his contributions;
e) give prestige to the Association’s cultural initiatives and those aiming the defense of the rights of the aeronauts’ professional category;
f) zeal for the Association’s assets and image of the Association, answering for the material and moral damage made;
Sole paragraph: The licensed Associate is temporarily exempt from complying with the provision of clause IV herein.
ARTICLE 27. The rights of Benefactors and Honorable Contributing Associates, Pilot-Associate, Company Associate, Pupil Associate and Individual Associate are:
a) to attend the headquarters;
b) present papers, thesis and proposals of a technical nature, connected to the professional exercise in own meetings, discussing and voting for them;
c) use the Association offered services against the payment, in the form established by the Administration.
d) zeal for the Association’s assets and image conservation, answering for the caused material and moral damage made.
ARTICLE 28. The Associates shall contribute to ABRAPHE by means of:
a) Monthly installments, to be paid against deposit in current account, bank payment slip or by credit card, which value shall be determined by the General Assembly, interests or fines being included in cases of delayed payment.
b) Other contributions determined by the General Assembly.
§ 1st. By delaying his/her contributions for three (03) consecutive months, the Associate shall be automatically excluded from the associate social chart, except on written explanation presented to and accepted by the Board. Against decision by this latter, the Associate shall be entitled to voluntary appeal, by merely returning to he General Assembly in the term of ten (10) days from the date of his/her receiving it, the notification by registered letter with certificate of reception.
§ 2nd. At the Board’s discretion, the Associate excluded in the terms provisioned in the previous paragraph can be re-admitted to the social chart, against payment of administrative fee as well as the contributions in arrears.
ARTICLE 29. By not complying with the these Articles of Association or Internal Regulation, the Associates shall be subject to the following penalties, depending on the transgression severity, been assured, in all cases, the right to full defense, being the principle of contradictory respected:
a) Written warning.
b) Suspension of rights for a term no longer than 30 days, kept the constraint to payment of contributions.
c) Exclusion of the social chart.
§ 1st. The penalties provisioned in clauses a and b herein shall be enforced by the Board, being that the transgressing Associate previously heard will be heard.
§ 2nd. The Associate punished by the Board shall have the right to appeal to the General Assembly in the term of thirty (30) days form the day he/she receives the notification decision, this will be done by registered letter with certificate of reception, being possible to suspend the enforced appeal.
§ 3rd. It will be the General Assembly’s decision, by secret written vote, the enforcement of penalty provisioned in clause “C”, through a proposal by either the Board or the associate.
ARTICLE 30. The compulsory exclusion, or at the request of any associate, shall be perpetrated without harm to occasional judicial or extra-judicial collection of debts or contributions in arrears, including penalty or interests, if applicable.

SIXTH CHAPTER

On Elections
ARTICLE 31. The Board and the Fiscal Council shall be renovated by secret and direct vote, being that votes by proxy or correspondence are prohibited, respected the terms of the following articles:
§ 1st. The ballots used in the elections shall be of a sole type.
§ 2nd. The general elections shall take place simultaneously to the Ordinary General Assembly, being proclaimed winner the platform with major number of valid votes obtained from the ballot boxes.
§ 3rd. Expired the term referred to in § 2nd of next article, in case there is a sole platform registered running for the functions of Board or Fiscal Council, than these can just be acclaimed as winners, with no need for balloting, if so deem the majority present in the General Assembly.
ARTICLE 32. Candidates to the election shall organize themselves in platforms. Platforms shall be compulsorily enrolled and registered, as well as their respective programs before ABRAPHE’s secretariat, being that the platforms running for the Fiscal Council are exempt from producing their registration and program.
§ 1st. Platforms running for Board and Fiscal Council functions shall be separately registered.
§ 2nd. Registrations for the election platforms shall take place during the month of January of the year the Board and Fiscal Council mandate ends.
ARTICLE 33. Duly checked by ABRAPHE’s secretariat, platforms running for the election shall be ratified by both the President and the General Secretary.
ARTICLE 34. A council shall be appointed to conduct the electoral process it shall be comprised by one president and two (02) secretaries, preferably neither shall be a part of the Board nor candidates.
§ 1st. Electoral Council members shall necessarily be pilot-associates, in line with article 23 of ABRAPHE;
§ 2nd. Each competing platform shall be able to appoint up to two (02) inspectors to follow up the electoral process;
§ 3rd. The desk receiving the votes shall operate in the same room of the Ordinary General Assembly, but in a separate desk from that of the Assembly itself, the members of the latter not being part of the first and vice-versa;
§ 4th. At the Electoral Council discretion as many as necessary ballot boxes may be installed, so that there are the same number of reception desks.
ARTICLE 35. The Electoral Council shall rigorously comply with the following precepts:
a) Identification of the elector and checking the respective signature in both the attendance list signature and the voting;
b) Give the elector the ballot open and initialed by the Desk President;
c) Oversee order and security in the ballot room, thus assuring the inviolability of both the voting and the ballot boxes;
ARTICLE 36. Counting work shall take place immediately after the end of voting and shall be public, being that a minimum of six (06) associates be present in the beginning of the counting.
Sole paragraph. Respective Minutes shall be drawn up from the counting work and Information Bulletins on counted results issued.
ARTICLE 37. Both the Board and Fiscal Council shall take office until the last working day of the following month of March at ABRAPHE’s headquarters.
Sole paragraph. Shall automatically lose the mandate the person who, once elected and notified about it, does not take office within fifteen (15) days from the date the Board and Fiscal Council take office, safe the presentation of justified reason.

SEVENTH CHAPTER

On Income and Assets
ARTICLE 38. The Association’s income is:
a) Contributions collected from its associates, including fines;
b) Fees and remuneration for its services;
b) Rentals, donations, subsidies, bequests and incorporations.
ARTICLE 39. ABRAPHE’s assets shall be unlimited, comprising of:
a) Movable property and real estate that it owns or comes to own, donated to the Association or acquired by it;
b) Rights and shares, bonds, brands and other distinctive signs possessed by it or which it may come to possess.
c) Sole paragraph: The whole of permanent material, technical and bibliographic stock, equipment acquired or received by ABRAPHE in covenants, projects or similar ways, including any product, are the Sole society’s permanent and inalienable assets, safe the authorization to the contrary expressed by the Associates’ in the General Assembly.

EIGHT CHAPTER

On the Association Dissolution
ARTICLE 40. ABRAPHE can only be dissolved by the General Assembly’s decision of at least two thirds (2/3) of its associates votes, all up-to-date with their contributions and in the enjoyment of their rights.
ARTICLE 41. Once dissolution is decided, the Assembly Plenary shall appoint a Liquidation Council, thus investing it with the necessary powers to carry out the liquidation and social stock destination, including those powers to alienate both movable and real estate property, condescend and provide settlement and quittances.
§ 1st. The Liquidation Council shall comprise a member of the Board, a member of the Fiscal Council and two Associates present.
§ 2nd. The Liquidation Council shall be accountable for its actions and operations in a General Assembly, which shall take place in a date and venue to be determined in the occasion of its investiture.
ARTICLE 42. The movable and real estate properties shall be alienated by means of auction, ABRAPHE’s associates having, in equality of conditions, priority in their acquisition.
ARTICLE 43. It is the Liquidation Council’s responsibility:
a) file and publish the General Assembly’s minute in which the dissolution was decided.
b) collect the Association’s goods, books and documents wherever they are;
c) order the immediate, in a term not superior to that set forth by the General Assembly, the Balance Sheet;
d) realize the assets, pay the liabilities, directing the occasional remainder in the form provisioned in the next article;
e) submit the General Assembly final report of the liquidation actions and operations;
f) file and publish the Closing General Assembly Minute, referred to in § 2nd of article 41.
Sole paragraph. It is the Liquidation Council’s responsibility to represent the Association, thus using, in all its actions and operations, the social denomination followed by the words “in liquidation”, being prohibited to proceed in any social activity.
ARTICLE 44. The remaining assets shall be, all the aforementioned commitments being complied with, directed to another similar relief agency, of evident juridical personality, having this latter headquarters and main activity predominantly in this capital and being duly registered in the Public Agencies. Preference shall be set forth in favor of SERAC IV (Civil Aviation Fourth Regional Service), respected the donation and legacy conditions, if applicable.
ARTICLE 45. The Liquidation Council shall deal with omitted cases.

NINTH CHAPTER

On General, Final and Transitory Provisions
ARTICLE 46. Movement of ABRAPHE’s capital and opening of new accounts shall only be made in banks and credit agencies determined by the Board.
ARTICLE 47. The movement of the accounts, issuance of checks, signing of powers of attorney and other documents needed for ABRAPHE’s administration, shall only be made against the joint signature of the President or Vice-President and the Administrative and Finance Director.
ARTICLE 48. It is the President’s responsibility to summon Deputies to occupy Board or Fiscal Council vacant positions, by means of resolution adopted by the Board members’ absolute majority.
ARTICLE 49. The Associates shall not answer, in a solidarily or in a subsidiary way, for the obligations entered into by ABRAPHE.
ARTICLE 50. The Articles of Association hereon may be at any time partially or fully reformed, as to its administration, on deliberation of the General Assembly, when specifically summoned for this purpose, its approval depending on the minimum vote of two thirds (2/3) of associates present, up to date with their obligations and in full enjoyment of their rights.
Sole paragraph: The Assembly shall not deliberate in a first summoning without the attendance of absolute majority of associates or with less than a third (1/3) of them in the following summonings.
ARTICLE 51. ABRAPHE’s Articles of Association shall be registered, together with later alterations, in the Civil Registry of Legal Entities of the County and State of São Paulo.
ARTICLE 52. No elected office positions or functions shall be remunerated.
ARTICLE 53. The Board shall supply the Associates enrolled in the social chart, upon request, with a copy of these Articles of Association, after the respective registry is made, being the Secretariat and the Communication Department responsible for making it available, in due time, in ABRAPHE’s website, with the respective updates.
ARTICLE 54. ABRAPHE has its headquarters at Rua Onófrio Milano, 186 – sala 105, Jaguaré – São Paulo – SP.
ARTICLE 55. ABRAPHE’s Internet web site is www.abraphe.org.br, duly registered at FAPESP, being its commercial use prohibited.
ARTICLE 56. The alterations related to the Board of Directors shall be in force, except as far as the new elected members who take office immediately are concerned, as of the 2005/2006 administration, the other alterations being in effect as of the approval of these Articles of Association.
ARTICLE 57 – The fiscal year shall end on 31 of December of each year, when the Association’s financial statements shall be produced, in accordance with the legal provisions.

São Paulo, 16 of February 2005.