Travessia Project Foundation

CNPJ [Corporate Taxpayers' Registry] 01.044.756/0001-03

DEED OF RATIFICATION FOR STATUTORY CHANGES TO THE TRAVESSIA PROJECT FOUNDATION

Those reading this public deed should be aware that, on the fourteenth (14) day of the month of May of the year two thousand and two (2002), in this City and Capital of the state of São Paulo, at Rua São Bento, 365, 18th floor, where I came having been summoned as a notarial clerk, appeared before me all of the members of the Board of Trustees, which has as its President Mr Geraldo José Carbone, Brazilian, married, economist, bearer of identity card (RG) no 8.534.857 and taxpayer (CPF/MF) no 952.589.818-00, resident at Rua Libero Badaró, 487, 3rd floor, São Paulo/SP; as its Vice-President João Ayres Rabêllo Filho, Brazilian, married, engineer, bearer of identity card (RG) no 6.715.497-9 and taxpayer (CPF/MF) no 973.051.978-15, residing at Alameda Percus, 469, São Paulo/SP; as its Secretary Ricardo José Ribeiro Berzoini, Brazilian, married, banker, bearer of identity card (RG) no 12.470.268 and taxpayer (CPF/MF) no 007.529.128-28, residing at Rua Teodósio Nobre, 186 São Paulo/SP; and as another member Gilmar Carneiro dos Santos, Brazilian, married, company administrator, bearer of identity card (RG) no 7.652.454 and taxpayer (CPF/MF) no 571.928.128-20, resident of Rua Aurilândia, 144 São Paulo/SP. The members of the Board of Directors and the Supervisory Board also appeared before me on this day, in the form stipulated in Articles 33 and 45 respectively of the Articles of Association in force, with the members of the Board of Directors comprising, in the capacity of President Director, Mr João Vaccari Neto, Brazilian, married, banker, bearer of identity card (RG) no 9.472.410 and taxpayer (CPF/MF) no 007.005.398-75, resident at Rua Loefgren no 1241 – house 30 – São Paulo and Vice President DirectorMr Marco Antonio Ramos de Almeida, Brazilian, married, engineer, bearer of identity card (RG) no 3.045.529 and taxpayer (CPF/MF) no 269.625.358-22, residing at Rua Marília, no 52, apt. 91 – São Paulo; in the capacity of Vice President Director, Mr Deyvid Leite, Brazilian, married, banker, bearer of identity card (RG) no 17.789.656 and taxpayer (CPF/MF) no 132.188.508-35, residing at Rua Miguel Gustavo, no 491 – São Paulo; in the capacity of Financial Director, Mr Alex Waldemar Zornig, Brazilian, married, accountant, bearer of identity card (RG) no 9.415.053-9 and CPF/MF no 919.584.158-04, residing at Rua Camilo Nader, 123 Apt 61 São Paulo/SP; in the capacity ofAdministrative Director, Ms Laura Brasileiro de Mello, Brazilian, married, teacher, bearer of identity card no 24.994.451-6 and taxpayer no 250.292.228-39, residing at Rua Estuário, 305 São Paulo/SP. As members of the Supervisory Board, in the capacity of effective members, Mr Vicente Antonio Pittner, Brazilian, married, administrative manager, bearer of identity card no 6.041.511 and taxpayer no  586.949.788-49, residing at Praça Antonio Prado, 48 – São Paulo; Mr José Manuel Correia Cigarro, Brazilian, married, trader, bearer of identity card no 4.495.424 and taxpayer no 383.035.708-44, residing at Rua Ferdinando Laboriau, 225 São Paulo/SP; Ms Maria Cristina Corral, Brazilian, single, banker, bearer of identity card no 23.259.342-5 and taxpayer no 162.934.028-63, residing at Rua Bernardo Vieira de Mello, no 37 – São Paulo and, lastly, appeared the founders: 1) BANKBOSTON BANCO MÚLTIPLO S.A., Brazilian public limited company, headquartered in this Capital of the State of São Paulo, at Rua Líbero Badaró, no 501, registered in the Corporate Taxpayer's Registry (CNPJ) under no. 60.394.079/0001-04, bearer of the authorization certificate of the Brazilian Central Bank, dated 24 December 1990, according to process 7781747/90, in this act, in accordance with Article 13 of its Statute, represented by its President, GERALDO JOSÉ CARBONE, Brazilian, married, economist, taxpayer no 8.534.857-SSP/SP and Director, resident and domiciled in this Capital, with his office at the above-named address, elected at a meeting held on 17 July 1997, duly registered at JUCESP (Board of Trade of the State of São Paulo), under no 140.262/97-0; 2)CAIXA ECONÔMICA FEDERAL – CEF(bank), headquartered in Brasília, Setor Bancário Sul, Edifício Sede - Distrito Federal, registered in the Corporate Taxpayers' Registry (CNPJ/MF) under no 003.603.305/0001-04, represented by its President, Valdery Frota Albuquerque, Brazilian, married, economist, identity card (RG) no 690.798 Department of Public Security of the Federal District (SSP/DF), elected, according to decree 3851, published in the Federal Official Gazette (DOU) of 27 June 2011 and amended by Decree 3882 published on 08/08/01 in the Federal Official Gazette (DOU); 3) SINDICATO DOS METALÚRGICOS DO A.B.C. (steelworkers' union), headquartered in the City of São Bernardo do Campo, in this State, at Rua João Basso no 231, registered in the Corporate Taxpayers' Registry (CNPJ) under no 71.538.520/0001-47, with its Articles of Association registered under no 103618, on 24 May 1993, in the First Civil Registry of Legal Entities of the City of São Bernardo do Campo, in this State, herein represented under the terms of Article 22, by its President, Luiz Marinho, Brazilian, married, equipment operator, bearer of identity card (RG) no 12.700.114-1 and taxpayer (CPF/MF) no 008.848.518-85and by its Financial and Administrative Secretary, Tsukassa Isawa, Brazilian, married, electrician, bearer of identity card (RG) no 08.960.253 and taxpayer (CPF/MF) no 878.068.948-53, respectively elected in accordance with the record of investiture of 19 July 1999, registered under no 160.861, in the first Official Registry of Deeds and Documents and Civil Registry of Legal Entities of the city of São Bernardo do Campo, in this State, which are archived together with the abovementioned Articles of Association, in these notes in folder 045 under no 7.336 - 4)BANCO DE INVESTIMENTOS CREDIT SUISSE FIRST BOSTON GARANTIA S.A., headquartered in this Capital, at Brigadeiro Faria Lima, no 3064  14th floor, registered in the Corporate Taxpayer's Registry (CNPJ) under no 33.987.793/0001-33, with its Articles of Association consolidated by the minutes of the Extraordinary General Meeting held on 1 October 2001, archived at the Commercial Register of the State of São Paulo, under no 8.892/02-7, in folder 045 under no 7.336, herein represented under the terms of Article 8, first paragraph, by its Director, MARCELO PINTO DUARTE BARBARÁ, Brazilian, married, business administrator, bearer of identification card (RG) no 32.269.557-0 and taxpayer (CPF/MF) no 766.236.707-00 and by his representative CARLOS EDUARDO SOARES CASTANHO, Brazilian, economist, bearer of identification card (RG) no 12.909.339 Department of Public Security of São Paulo (SSP/SP) and taxpayer (CPF/MF) no 740.068.947-91, both domiciled in this capital, at Av. Brigadeiro Faria Lima, no 3064, 13th floor; 5) APEOESP – SINDICATO DOS PROFESSORES DO ENSINO OFICIAL DO ESTADO DE SÃO PAULO (Union of State Education Teachers of São Paulo State), headquartered in this Capital of the State of São Paulo, registered in the corporate taxpayer's registry (CNPJ) under no 40.037.597/0001-51, with its Articles of Association dated 18 July 2001, registered in the fourth Civil Registry of Legal Entities of this Capital, under no 042.9264, on 18 July 2001, herein represented in accordance with article 27, by its president MARIA ISABEL NORONHA, Brazilian, single, teacher, identification card (RG) no 11.738.806-SSP/SP – taxpayer's identification card (CIC) no 049.003.508-69, elected in accordance with the Minutes of the Ordinary General Meeting held on 26 June 1999, registered in the above-mentioned fourth Civil Registry of Legal Entities of this Capital, under no  265.558, on 6 July 1993, which together with the aforementioned Articles of Association, is archived in these Notes, in folder 045 under no 7.336; 6)  – SINDICATO DOS EMPREGADOS EM ESTABELECIMENTOS BANCÁRIOS DE SÃO PAULO (Union of Employees in Banking Establishments of São Paulo), headquartered in this Capital, at Rua São Bento, no 413, registered in the corporate taxpayers' registry (CNPJ) under no 61.651.675/0001-05, with its Articles of Association of 20 October 1990, registered under no 23.689, on 16 July 1992, in the sixth Civil Registry of Legal Entities of this Capital, herein represented in the form of Chapter III, by its President, JOÃO VACCARI NETO, Brazilian, married, banker, bearer of identification card (RG) no 94.724.10 and taxpayer (CPF) no 007.005.398-75; Secretary for Finance SÉRGIO FRANCISCO DA SILVA, Brazilian, married, banker, bearer of identity card (RG) no 153.26.768 and taxpayer (CPF) no 037.302.708-77; and Director Deyvid Leite, Brazilian, married, banker, bearer of identity card (RG) no 17.789.656 and taxpayer (CPF) no 132.188.508-35, elected under the terms of the record of investiture of the Board of Directors, realized on 8 March 2000, registered under no 68.878, in the aforementioned sixth Civil Registry of Legal Entities of this Capital, which together with the aforementioned Articles of Association, is archived in these Notes, in folder 045 under no 7.336; 7) BANCO FIBRA S.A., public limited company, headquartered in this Capital, at Rua Itacolomi, no 412, registered in the corporate taxpayers' registry (CNPJ) under no 58.616.418/0001-08, with its Articles of Association consolidated by the Minutes of the Ordinary and Extraordinary Meeting, held on 26 April 1994, archived at the Commercial Register of the State of São Paulo, under no 102.920-94-1, in the meeting of 25 July 1994, which is archived in these Notes, in folder 045 under no 7.336, herein represented by its President Director, BENJAMIN STEINBRUCH, Brazilian, married, banker, identity card (RG) no 3.625.815-SSP/SP – taxpayer identity card (CIC) no 618.266.778-87, residing and domiciled in this Capital, with the business address of his representative, elected in accordance with the Minutes of the Board Meeting of 20 June 1994, archived in the aforementioned Commercial Register, under no 102.919/94-0, in the session of 25/07/1994; - and, 8) – PIRES SERVIÇOS DE SEGURANÇA E TRANSPORTE DE VALORES LTDA, Brazilian private limited liability company, headquartered in the municipality of São Paulo, in this State, at Rua Alfredo Pujol, no 1102, registered in the corporate taxpayers' registry (CNPJ) under no 60.409.877/0001-62, with its Articles of Association consolidated on 14 March 2001, archived in the Commercial Register of São Paulo State, under no 140.552/01-7, in the meeting of 03/04/2001, which is archived in these Notes in folder 045 under no 7.336, herein represented under the terms of the sole paragraph, clause seven, by its partner, JOSÉ MANUEL CORREIA CIGARRO, Brazilian, married, trader, identity card (RG) no 4.495.424-SSP/SP – taxpayer's identity card (CIC) no 382.035.708-44 and, finally, as the consenting party, the worthy representative of the Ministério Público do Estado de São Paulo (public prosecutor's office of São Paulo state), Dr Paulo José de Palma, Brazilian, married, public prosecutor, bearer of identity card (RG) no 95.644.73, with taxpayer's (CPF/MF) no 039.469.778-20, domiciled at Praça João Mendes, s/nº, 15th floor, room 1503. I, as notarial clerk, certify and attest that I identified the parties present by means of the documents provided. The parties present have told me that, duly called, the members of the Board of Trustees and Founders of the Travessia Project Foundation, with the authorization of the Representative of the Public Prosecutor's Office, and verifying that the statutory formalities had been dealt with, attended this act, which aims to examine the following matters, which were approved; I) Ratification of the changes to the Articles of Association of the Travessia Project Foundation, as described below: 1) Inclusion of the fourth paragraph relating to article 8, which reads as follows: The Travessia Project Foundation shall apply all of its revenue, resources and any operational income from maintaining and developing the objectives in national territory; 2) Amendment of articles 19, 22 and 54 to read as follows:  article 19, the Foundation shall not remunerate, in any form, the roles of its Executive Director, Board of Trustees, Supervisory Board and Consultative Committees, nor shall it distribute profits, give bonuses or benefits, of any kind and under any pretext, to the directors, supporters, associates and collaborators; article 22, The Board of Trustees shall convene annually in an ordinary or extraordinary meeting when called by its President or by at least 1/3 (one third) of its members, or at the request of the civil public prosecutor for foundations; article 54, in case of dissolution of the Foundation and once the social security contributions have been paid and satisfied, any remaining assets shall be used for the benefit of a foundation or similar non-profit organisation based in Brazil, duly registered with the National Council for Social Support, as decided in a meeting of the Board of Trustees which decided on the dissolution, having heard the  Curatorship for Foundations;.II) That, with the Articles of Association of the Travessia Project Foundation thus amended in its aforementioned articles and paragraph, with the due unanimous approval of the members of the Board of Trustees, founders and the representative of the Public Prosecutor's Office of São Paulo State, the Articles of Association of the Travessia Project Foundation shall come to be worded as follows:The TRAVESSIA PROJECT FOUNDATION, headquartered in this City and Capital of the State of São Paulo at Rua São Bento, which is not for profit, and aims to strengthen democracy in Brazil by achieving higher standards of Social Justice and quality of life for Brazilian society as a whole, which are prerequisites for effective citizenship and, with regard to Article 277 of the Federal Constitution, is specifically designed to achieve the aims set out in the Statutes transcribed below. - To achieve these aims, the founders make an allocation of R$ 230,000.00 (two hundred and thirty thousand reais) to said newly-established Foundation, in good and current national currency, as follows: - (I) BANKBOSTON BANCO MÚLTIPLO S.A. donates the amount of R$ 70,000.00 (seventy thousand reais); (II) CAIXA ECONÔMICA FEDERAL, donates the amount of R$ 20,000.00 (twenty thousand reais); (III) SINDICATO DOS METALÚRGICOS DO ABC, donates the amount of R$ 10,000,00 (ten thousand reais); (IV) BANCO GARANTIA, donates the amount of R$ 50,000.00 (fifty thousand reais); (V) APEOESP – ASSOCIAÇÃO DOS PROFESSORES DE ENSINO OFICIAL DO ESTADO DE SÃO PAULO, donates the amount of R$ 5,000.00 (five thousand reais); (VI) – SINDICATO DOS EMPREGADOS EM ESTABELECIMENTOS BANCÁRIOS, donates the amount of R$ 70,000.00 (seventy thousand reais); (VII) – BANCO FIBRA S.A, donates the amount of R$ 5,000.00  (five thousand reais). - The founder Caixa Econômica Federal, in addition to the above amount donated of R$ 20,000.00 (twenty thousand reais), grants the use of a four (04) storey building, situated on the Rua Roberto Simonsen, on the Praça da Sé, in this Capital, on a loan basis. The founder Pires Serviços de Segurança Ltda shall make its donation in due course. - The Statute of the Travessia Project, which expresses all of the founders' provisions and has been approved by the representative of the Public Prosecutor's Office of São Paulo state, Dr Paulo José de Palma, specified above, is the following: which expresses all the Founders' provisions and has been approved by the representative of the Public Prosecutor's Office of São Paulo state, Dr Paulo José de Palma, specified above, is the following: - "STATUTE OF THE TRAVESSIA FOUNDATION PROJECT - TITLE I - The Travessia Project Foundation, its principles, its policies and its objectives - Chapter I - Designation, Nature, Headquarters and suchlike - Article 1 - The Travessia Project Foundation, founded by BankBoston Banco Múltiplo S.A., Caixa Econômica Federal, Sindicato dos Metalúrgicos do ABC, BANCO DE INVESTIMENTOS CREDIT SUISSE FIRST BOSTON GARANTIA S.A., Apeoesp, Sindicato dos Bancários, Banco Fibra, and Pires Serviços de Segurança e Transporte de Valores Ltda, hereinafter referred to simply as the FOUNDING MEMBERS, is a legal entity under private law, not for profit, with administrative and financial autonomy, which shall be governed by this statute and the applicable legislation. Article 2 - The Foundation has its headquarters and jurisdiction in the City of São Paulo, in São Paulo State. Article 3 - The Foundation shall exist for an indeterminate period. – Chapter II - Principles. - Article 4 - The principles of the Travessia Project Foundation are: I) to strengthen democracy in Brazil by achieving higher standards of social justice and quality of life for Brazilian society as a whole, which are prerequisites for effective citizenship; II) to respect Article 227 of the Federal Constitution, which establishes that it is the duty of society, the State and the family to guarantee children and adolescents, as an absolute priority, the right to life, health, food, education, leisure, training, culture, dignity, respect, freedom, as well as family life and community spirit, in addition to sparing them from all forms of negligence, discrimination, exploitation, violence, cruelty and oppression. – Chapter III - Policies and objectives - Article 5 - Governed by these principles, the Foundation establishes as its policies: I) to choose children and adolescents, especially those coming from disadvantaged socioeconomic backgrounds, as the main focus of its actions; II) to respect the guaranteed rights of children and adolescents with regard to: I) compulsory education; II) specialised educational service for the disabled; III) nursery and pre-school service for children 0 to 6 years of age; IV) regular evening classes suited to the pupil's circumstances; V) supplementary programmes offering educational material, transport and health assistance to primary school pupils; VI) social support service which aims to protect the family, maternity and adolescence, and to provide children and adolescents with the support they need; VII) access to health campaigns and services, as stipulated by Law 8.069 of 13/07/1990. Article 6 - in observance of its principles and in accordance with its policies, the Foundation defines as its objectives: I) to develop studies, research, projects and activities aimed at children and adolescents; II) to create, develop and maintain programmes and benefits for children and adolescents; III) to collect, organize and store data and information relating to children and adolescents in order to make them easily accessible to its members and to the community; IV) to act as a communication channel between its members and the various organs and entities that, by the jurisdiction granted, endeavour to serve children and adolescents, and those whose actions aim to improve and strengthen democratic principles; V) to represent children and adolescents seeking legal protection, when all other measures have been exhausted, by bringing civil lawsuits based on individual, collective or diffuse interests, under the terms set out in Law 8.069 dated 13/07/1990 - TITLE II - Assets - Chapter I - Formation of Assets - Article 7 - The assets of the Travessia Project Foundation are composed of: I) financial fund from the Founding Members; II) securities, shares, financial papers or any movable property which it comes to acquire or receive as a donation from entities under private law or individuals; III) property it comes to acquire or receives as donations from entities under private law or individuals. Sole Paragraph – The following constitutes extraordinary income for the Foundation: a) subsidies which it may receive from public authorities; b) income in its favour provided by third parties; c) remuneration which it may receive for services rendered. Article 8 -  The Travessia Project Foundation shall receive donations of goods from any physical or legal entity, provided these are free and without onus. First paragraph - Donations made in current national currency, if accepted, shall be deposited directly into the the Travessia Project Foundation's current account; it is prohibited to circulate these funds via third party accounts. Second paragraph - Donations made by individuals or legal entities domiciled abroad shall, if accepted, be converted into national currency and deposited directly into the Travessia Project Foundation's current account. Third paragraph - Donations intended for a specific purpose, if accepted, may only be used to achieve said purpose.Fourth paragraph -The Travessia Project Foundation shall apply all of its revenue, resources and any operational income from maintaining and developing the objectives in national territory. TITLE III - Social Framework - Chapter I - Member categories - Article 9 - The Travessia Project Foundation has the following member categories: I) Founding Members; II) Supporting Members; III) Contributing Members; IV) Honorary Members. Article 10  - Founding Members are those described in Article 1, Chapter I of this Statute for having made donations of free goods for the creation of the Travessia Project Foundation. Article 11 - Supporting Members are those who make donations of significant value to the foundation. Their constitutions shall be defined based on a minimum value and a percentage adjustment, to be set by the Board of Trustees at the time of their admission. Article 12 - The responsibilities of Founding and Supporting members are: a) to form the Board of Trustees and vote on its decisions; b) to observe the provisions of this Statute; c) to contribute towards maintaining the Foundation and fulfilling its objectives, in the way established by this Statute; d) to attend or be represented at meetings of the Board of Trustees. Sole Paragraph - The Founding and Supporting Members may withdraw from the Foundation once they have fulfilled their obligations. Article 13 - Contributing Members are those who contribute financially or by transferring rights to goods or by providing services for the specific projects or activities of the Foundation, which are accepted as such by the Board of Directors. Article 14 - Honorary Members are those who have provided relevant services to society within the scope of the Travessia Project Foundation's principles and objectives, or who have distinguished themselves for their expertise or the high relevance of their moral or social behaviour, and are admitted as such by the Board of Directors. Article 15 - The responsibilities of Contributing and Honorary Members are: a) to attend meetings of the Board of Trustees, with the right to be heard but not to vote, when formally invited; b) to attend, when formally invited, the meetings of the Board of Directors; c) to be represented before the Foundation by a previously named representative; d) to observe the provisions of this Statute. Article 16 - The Contributing Members shall have full use of their obligations, provided they are up to date with their contributions. Article 17 - Any member who transgresses the provisions of this Statute shall be excluded from the Foundation at the discretion of the Board of Trustees and by a vote of at least 2/3 (two thirds) of its Members. Article 18 - The Members of the Travessia Project Foundation shall not be jointly or severally liable for the obligations entered into by the Foundation. – TITLE IV – The statutory bodies and their responsibilities – Chapter I – The Administrative and Supervisory bodies – Article 19-The Foundation shall not remunerate, in any form, the roles of its Executive Board of Directors, Board of Trustees, Supervisory Board and Consultative Committees, nor shall it distribute profits, give out bonuses or benefits - of any kind and under any pretext - to the directors, supporters, associates and collaborators. -Chapter II - Board of Trustees - Article 20 - The Board of Trustees is the Foundation's highest decision-making authority, with powers to decide on all matters in its interest, and its main aim is to establish the objectives and policies. Its action shall be exercised through the establishment of general organizational, operational and administrative directives.Article 21 - The Board of Trustees shall be composed of at least 3 (three) Advisors and no more than the total number of Founding and Supporting Members. First Paragraph -  From among its members, the Board of Trustees shall elect a President, a Vice-President and a Secretary for a tenure of 3 (three) years, with re-elections permitted. Second Paragraph - In meetings of the Board of Trustees, only the representatives of the Founding and Supporting Members who are quits with the Travessia Project Foundation by 7 (seven) days before the meeting is held shall be entitled to vote and be voted. Third Paragraph - The Members shall be represented in the meetings by representatives specifically nominated by proven power of attorney.Article 22 - The Board of Trustees shall convene annually in an ordinary or extraordinary meeting called by its President or by at least 1/3 (one third) of its members, or at the request of the Civil Public Prosecutor for Foundations. Article 23- The meetings of the Board of Trustees shall be called by fax, telex, telegram or registered letter at least 05 (five) days in advance, stating the agenda, date, time and place.Sole Paragraph - The extraordinary meetings of the Board of Trustees shall be called in the same way as set out in the heading of this article, at least 48 (forty-eight) hours in advance. Article 24 - the meetings of the Board of Trustees shall be presided over by the President of the Board or, in his absence, by the Vice-President of the Board or, in the absence of both, by any member chosen by the members present; said member shall also have a casting vote if the vote is tied. Article 25- The Secretary of the Board or, in his absence, a member chosen by the President shall act as secretary at the Board meetings. Article 26 - Minutes of the meetings of the Board of Trustees shall be taken and entered into the books of minutes.Article 27 - Meetings of the Board of Trustees shall be started at the time specified on first call, with at least 2/3 (two thirds) of the members present, and, on second call, 1/2 (half) an hour later, with any number of members. - Article 28- Notwithstanding the provisions to the contrary, the decisions shall be taken by a simple majority of votes by the Members with voting rights, either present or represented by an authorized representative. Article 29 - At the meetings of the Board of Trustees, the following points on the agenda shall be observed: a) opening of the meeting by the President of the Board or his deputy; b) reading of the call by the Secretary of the Board of Trustees; c) discussion of and voting on the agenda; d) drafting, reading, discussion of and voting on the minutes of the meeting. Article 30 - The responsibilities of the Board of Trustees: I) to elect the members of the Board of Directors and Supervisory Board, with a tenure of one year and with the elected taking office immediately; II) to approve the budgetary forecast and the annual plan of actions proposed by the Board of Directors; III) to approve the rendering of accounts and the annual reports of the Board of Directors; IV) to decide on the disposal of assets belonging to the Travessia Project Foundation, having heard the Curatorship for Foundations in the case of property; V) to edit its By-laws and other regulatory acts; VI) to change the present Statute, in compliance with the rules of the Civil Code and Code of Civil Procedure and having heard the Curatorship for Foundations; VII) to discuss and decide on all the matters of social interest on the agenda; VIII) to promote the contracting of an auditing company, through a bidding process, which must meet the following criteria in order to perform the contract: 1) proven competence; 2) more than 03 (three) years' effectively proven experience in the field of auditing; 3) competitive rates. Article 31 - Under the terms of articles 23 and 29, the Board of Trustees shall hold an ordinary annual meeting to elect the members of the Board of Directors and Supervisory Board. Article 32 - The register of candidates to form the Board of Directors and Supervisory Board shall be sent to the President of the Board of Trustees. Sole Paragraph - The elections shall take place by acclamation or secret ballot, with one vote granted to each Member with voting rights, present or represented by an authorized representative. – Chapter III - Board of Directors - Article 33 - The Board of Directors is the managing body of the Foundation and shall have at least 5 (five) and no more than 7 (seven) Directors: a) President Director; b) 02 (two) Vice-President Directors; c) Secretary Director; d) Financial Director and e) 02 (two) Directors without specific titles. Article 34 - The tenure of the members of the Board of Directors is 01 (one) year, with re-elections permitted. Article 35 - In the event of the temporary or permanent absence of the President Director, Vice-President Directors, the Secretary Director or the Financial Director, the Board of Directors shall nominate a replacement from among its members. Sole Paragraph - if more than two Directors leave, their places shall be filled at the discretion of the Board of Trustees. Article 36 - The Board of Directors shall meet whenever necessary to serve the Foundation's activities, and is responsible for regulating the provisions of this Statute and deciding on cases not covered, and also for applying the Brazilian Civil Code and pertinent legislation. First Paragraph - The meetings of the Board of Directors shall be called by the Director or a majority of its members. Second Paragraph - The Board of Directors may only decide in the presence of at least four Directors. Third Paragraph - Minutes of the meetings of the Board of Directors shall be taken and entered into the books of minutes. Article 37  - The responsibilities of the Board of Directors are: I) to administer the Travessia Project Foundation, following the guidelines set out by the Board of Trustees; II) to manage the technical, administrative and financial activities of the Travessia Project Foundation; III) to fulfil and ensure compliance with the statutory provisions, as well as the resolutions of the Board of Trustees; IV) to organize, promote and incentivate programmes that aim to get communities participating in, supporting and contributing to the development of the Foundation's activities. V) to submit plans, work programmes and respective budgets for the prior appraisal of the Board of Trustees; VI) to submit the annual balance sheet and profit and loss account of the Travessia Project Foundation for the appraisal of the Board of Trustees; VII) to present to the Board of Trustees, within the first quarter of each year, a report on the activities developed by the Travessia Project Foundation; VIII) to release resources through the joint signature of the President Director and the Financial Director; IX) to perform all other administrative management tasks. – Section I - President Director - Article 38 - The President Director's responsibilities are: a) to call and preside over meetings of the Board of Directors; b) to represent the Foundation both actively and passively, in court or out of court, before government agencies, public, semi-public or independent entities and entities under private law, being able, together with another Director, to appoint representatives for specific purposes and grant them the necessary powers; c) to ask the Vice-President Director to deputise for him in the event of temporary absence; d) to nominate a Director to replace or complete the tenure of another Director who is temporarily or permanently unavailable or absent; e) to ensure fulfilment of the Foundation's social aims and look after its assets; f) to open and operate bank accounts through joint signature with the Financial Director; g) to perform all administrative and legal acts necessary for the Foundation's purposes and its administration; h) to sign, together with the Financial Director, contracts of interest to the Foundation and any other documents that entail a financial obligation for the Foundation; i) to sign correspondence addressed to the authorities and other institutions; j) to make a casting vote at the meetings he presides over; k) to sign internal correspondence, notices and circulars. – Section II - Directors - Article 39 - The responsibilities of the Vice President Directors are: a) to deputise for the President Director in his absence, when appointed by him; b) to attend meetings of the Board of Directors; and c) to carry out the functions assigned to them by the President Director. Article 40 - The responsibilities of the Secretary Director are: a) to take minutes at the meetings of the Board of Directors and; b) to assist the President Director in the performance of standard tasks, notwithstanding other duties assigned to him by the President Director; Article 41- The Financial Director's responsibilities are: a) to look after the Foundation's assets and funds; b) to look after the correction of the Foundation's receivables and payments; c) to sign the cheques issued by the Foundation, together with the President Director, and endorse securities for redemption; d) to open and operate bank accounts by joint signature with the President Director; e) to sign, together with the President Director, contracts of interest to the Foundation and any other documents that entail a financial contribution for the Foundation; f) to constantly monitor the Foundation's cash flow; g) to maintain and store the Foundation's books; h) to maintain the Foundation's financial and tax-related accounts and ensure that the balance sheets, statements of account, inventories and all the Foundation's accounting documents are prepared in due time. Sole Paragraph - The Financial Director, together with the President Director, may hire a specialised accounting firm to perform these activities. Article 42 - The Directors without designation are responsible for the tasks assigned to them by the Board of Directors; - Section II - Damage - Article 43 - the Directors of the Foundation are liable for any unjustifiable, excessive damage they cause to the Foundation, out of negligence or malice, whilst carrying out their duties. Article 44 - The judgement and application of penalties, if the events described in the previous article occur, are the exclusive jurisdiction of the Board of Trustees which shall be specifically summoned to decide on the subject, having heard the Curatorship for Foundations. Sole paragraph - The application of penalties requires the Board of Trustees' decision by a vote of at least 2/3 (two thirds) of its Members. - Chapter IV - Supervisory Board - Article 45 - The Supervisory Board shall be composed of 03 (three) advisors, each with one supplement, be they members of the Foundation or not, and elected annually by the Board of Trustees. Article 46 - The members of the Supervisory Board and their deputies shall carry out their duties until the first Ordinary General Meeting of the Board of Trustees to be held after the election, and can be re-elected.Sole Paragraph - In the event of a vacancy, resignation, impairment or unjustified absence at 02 (two) consecutive meetings, the member of the Supervisory Board shall be replaced by his deputy until his tenure has ended. Article 47 - The responsibilities, powers and authorities of the Supervisory Board are defined in this statute and in the legislation. Article 48- The responsibilities of the Supervisory Board, as supervisory body of the Travessia Project Foundation, are: I) to examine the Foundation's accounts and bookkeeping, its cash and amounts deposited, with the Board of Directors providing it with the information it requests; II) to enter the results of the exams it carries out into the Supervisory Board's "Minutes and Reports" book; III) to present at the Ordinary Meetings of the Board of Trustees, no more than 15 (fifteen) days in advance, an opinion on the annual report, the rendering of accounts and the balance sheet of the Foundation prepared by the Board of Directors for the previous financial year; IV) to express an opinion on the disposal of property and acceptance of donations with onuses; V) to report to the Board of Trustees any errors, fraud or crimes it discovers, and suggest corrective measures to the Board of Directors, and; VI) to call the Board of Trustees to its ordinary meetings, if the Board delays its calling by more than one month, and to an extraordinary meeting whenever serious issues arise. - CHAPTER V - Rendering of Accounts - Article 49 - By the 31st of December each year the President Director of the Foundation shall send to the Public Prosecutor's Office the Plan of Action and budget relating to the following financial year, which should also have been submitted to the Board of Trustees by that date. Article 50 - By the 30th of April each year the President Director of the Foundation shall send to the Public Prosecutor's Office the annual report and balance sheet for the previous year, which it should have already submitted to the Board of Trustees. First Paragraph - The audit reports prepared as decided by the bodies of the Foundation, with all its annexes, shall be presented to the Public Prosecutor's Office; Second Paragraph - The Foundation shall handle the costs of an audit or investigation at the Foundation that the Public Prosecutor's Office deems necessary. – TITLE V - The Committees - CHAPTER I - The Consultative Committees - Article 51 - The Consultative Committees are assistant bodies designed to encourage the involvement of those who wish to support the Foundation's activities by addressing the issues it aims to tackle. The Consultative Committees shall be formed according to the issue at hand, which could be: I) Education and Training; II) Work with Children; II) Family; IV) Prevention of Sexually Transmitted Diseases and AIDS; V) Prevention of drug abuse; VI) Violence; VII) Justice and Security; VIII) Culture; IX) Any other subject of interest to the Foundation. - TITLE VI - Employees of the Travessia Project Foundation - Article 52 - The Foundation's employees shall be governed by employment legislation, with pay scales approved by the Board of Trustees.Sole Paragraph - The rights, duties and work schedules of the Foundation's employees shall be regulated internally. - TITLE VII - Changes to the Statute and dissolution of the Foundation - Chapter I - Statutory Changes - Article 53 - The present Statute may only be changed or reformulated by majority vote of the members of the Board of Trustees, provided it remains faithful to the original objectives set out by the Founders; Sole Paragraph - Changes to the Statute shall only become effective with the approval of the Curatorship for Foundations.- Section II - Dissolution of the Travessia Project Foundation - Article 54 - In case of dissolution of the Foundation and once the social security contributions have been paid and satisfied, any remaining assets shall be used for the benefit of a foundation or similar non-profit organisation based in Brazil, duly registered with the National Council for Social Support, as decided in a meeting of the Board of Trustees which decided on the dissolution, having heard the Curatorship for Foundations. - I, _________, authorized notarial clerk, approve and sign it. - I, ___________, Notary, sign it. (signed) - // Geraldo José Carbone// João Ayres Rabêllo Filho// Ricardo José Ribeiro Berzoini// Gilmar Carneiro dos Santos// João Vaccari Neto// Marco Antonio Ramos de Almeida// Deyvid Leite// Alex Waldemar Zornig// Laura Brasileiro de Mello// Vicente Antonio Pittner// José Manuel Correia Cigarro// Maria Cristina Corral// Sérgio Cutolo dos Santos// Heguiberto Guiba Bella Navarro// Francisco Dias Barbosa// Marcelo Pinto Duarte Barbará// Carlos Eduardo Soares Castanho// Maria Isabel Noronha// Sérgio Francisco da Silva// Benjamim Steinbruch// Paulo José de Palma//. Sealed. Nothing further. Transcribed thereafter. I, ______ , authorized notarial clerk, typed, printed and checked it. - I, ______, Notary, certify it and fully and publicly sign it.-