BRAZILIAN ASSOCIATION OF CINEMATOGRAPHY (ABC)
Approved on 10/11/2021
TITLE I
ASSOCIATION AND ITS OBJECTIVES:
Art. 1 – ASSOCIAÇÃO BRASILEIRA DE CINEMATOGRAFIA, ABC, founded on January 2, 2000, is a non-profit civil ASSOCIATION with an indefinite duration, which will be governed by these Bylaws and the legal PROVISIONS that apply to it, having its headquarters and forum at Rua Jardim Botânico, 674, room 215, Jardim Botânico, Rio de Janeiro – RJ, CEP 22461-000.
Art. 2 – The ASSOCIATION has the following purposes:
I – To promote, stimulate and improve Cinematography aiming at the technical and artistic development of the Brazilian Audiovisual Industry;
II – To promote and stimulate the development of theory and practice in professional training and in the improvement of the hand of work, through cultural activities such as debates, lectures, seminars, courses, symposiums and other events aimed at achieving its social objectives;
III – Encourage and develop research related to audiovisual technology and related activities;
IV – Collect and pass on information on technological standards, aiming at the establishment of technical standards for the Brazilian Audiovisual Industry;
V – Promote the formation of Commissions or Working Groups to discuss and deepen matters relevant to the social objectives of the ASSOCIATION;
VI – Gather, organize, publish and disseminate information on the work carried out within the scope of the ASSOCIATION;
VII – Highlight, disseminate and reward with significant contributions to the development of Brazilian Cinematography and Audiovisual Industry;
VIII – Promote and maintain information exchange with other associations and similar entities, being able to participate in or promote joint activities;
IX – Research, clarify, promote forms of insurance and related assistance to its members;
X – Enforce the copyright of all members, through consulting agreements with specialists in this area;
XI – Edit publications and offer associated people services related to its social objectives;
XII – Perform any other activities related to the social objectives established in these Bylaws;
XIII – Promote affirmative and inclusive initiatives.
Art. 3 – The ASSOCIATION will have an unlimited number of members, without distinction of race/color, gender, nationality, political or religious beliefs. Professionals who have joined are committed to following the ABC Code of Ethics and Conduct in force. The Association will not tolerate any behavior that could be considered threatening or disrespectful towards or by any of the members or collaborators.
TITLE II
ORGANIZATION AND ADMINISTRATION:
CHAPTER 1
Art. 4 – Those who can be part of the ASSOCIATION are natural or legal persons including institutions whose activities, even if partially, are related to the area of Brazilian Audiovisual.
Art. 5 – The ASSOCIATION will be managed by a Board of Directors composed of members in the EFFECTIVE category, who come to join the ASSOCIATION and enjoy all the political and social rights provided for in these Bylaws and composed of the following members:
BOARD:
President
Vice President
Secretary
Treasurer
Art. 6 – A Council and Ethics Committee will be created, whose members will participate in the ASSOCIATION’s administration.
The foundation of the ASSOCIAÇÃO was carried out in the city of Rio de Janeiro, from a meeting of professionals, with more than fifteen years of professional activities in the field of Cinematography provided for in these Bylaws. At the founding meeting, the professionals mentioned elected the first Board of Directors and the members of the council.
CHAPTER II
GENERAL MEETINGS:
Art. 7 –The General, Ordinary or Extraordinary Assemblies, convened by the Board of Directors and made up of associates in full enjoyment of their rights, are sovereign in their resolutions, provided they do not contradict these bylaws.
Art. 8 – It is incumbent upon the Ordinary General Meeting to meet once every two years, on a date set by the Board of Directors, to elect the Board of Directors for the subsequent biennium.
Art. 9 – It is incumbent upon the Extraordinary Meetings, whenever necessary, to resolve on any matter of interest to the ASSOCIATION, such as: amending the Bylaws; dismissing members of the Executive Board or Board; electing substitutes, in the event of vacancy or dismissal; resolving on the dissolution of the ASSOCIATION; or matter omitted to these Bylaws. The meetings may take place in person, virtually by electronic or mixed mail. Voting will always be by electronic mail or another electronic means recognized by Brazilian law.
Art. 10 – The Ordinary or Extraordinary Assembly Meetings may only be constituted and function on first call with the participation of more than half of all members with voting rights, and on second call with any number of members with voting rights.
Art. 11 – If the minimum number of participations required in Art.10 is not reached, the second and last call of the General Meeting will be called and the following criterion is established:
I – Ordinary – The second call must be made by email, with the new date, which must be at least 10 and at most 15 days after the date of the first call.
II – Extraordinary – the second call must be made by electronic mail, with the new date, which must be at least 10 and no later than maximum 15 days after the date of the first call.
ABC’s board of directors must publish the minutes of the General Meeting in the list of Members, within a maximum period of 30 days after it is held.
Art. 12 – The Extraordinary General Meetings will be called whenever necessary, and only the matters for which they have been called can be dealt with, including those provided for in art. 8 above
Art. 13 – The General Assemblies will be chaired by the President and, in their absence, by any person from the Executive Board or, if none is present, by any members of the EFFECTIVE category designated by whoever is present.
Art. 14 – Decisions at the General Meeting will be taken by an absolute majority of votes (50%+1) of the members able to vote.
CHAPTER III
THE EXECUTIVE BOARD:
Art. 15 – The Executive Board positions will be open to all members of the effective category, with at least four years of membership and with associative participation. The positions of President(e) and Vice-President(e) must be held by associated professionals with the right to use the Abbreviation ABC. The Board of Directors will be elected for a two-year term and will strive for gender, race and color parity. The Executive Board, as a whole or individual directors, can only be re-elected for one consecutive period.
Art. 16 –The Executive Board, Council and Ethics Committee will meet, mandatorily, on fixed dates and extraordinarily whenever called by the President, and may only deliberate with the presence of at least half plus one of the members.
Art. 17 – The Vice-President will automatically assume the exercise of the Presidency when the President is impeded and, in case of impediment of both, the Secretary will assume the Presidency.
Art. 18 – When the impediments referred to in the previous article become definitive, the following rule will be followed:
I – If the position of President vacates due to resignation or definitive impediment, the Vice-President president definitively assumes the Presidency.
II – If, due to resignation or definitive impediment of the Vice-President, in the full exercise of the presidency, the position of President becomes vacant, the Secretary will assume the Presidency and call a new election for Presidency and Vice-presidency, unless 2/3 (two thirds) of the term has elapsed.
Art. 19 – If other vacancies occur during the term of office of the Executive Board, due to the resignation or definitive impediment of any member, outside the cases provided for in the previous articles, they will be filled by members of the effective category invited by the Presidency, by choice of the Board.
Art. 20 – Thirty days before the end of the term of office of the Executive Board and Council, the Ordinary General Meeting must be called to proceed with the election of the new Executive Board and Council.
Art. 21 – The inauguration of the new Executive Board and Council will take place after the result of the Ordinary General Meeting referred to in Art. 8.
Art. 22 –The election of the first Board of Directors was made at the Founding Assembly of the ASSOCIATION, and the Internal Regulations must establish the guidelines for the election of other members for subsequent terms.
Art. 23 – It is incumbent upon the Presidency:
I – To convene, preside, close and suspend meetings of the Executive Board and Council, to deliberate with the other members of the board, without voting, except in the event of a tie, in which it will give the casting vote.
II – Convene the Meetings and preside over them.
III – Determine the days of the Ordinary Sessions of the Executive Board and Council and call the Extraordinary Sessions.
IV – Represent ABC actively and passively, in or out of judgement.
V – Order in writing the payments of expenses authorized by the Executive Board.
VI – Sign checks and money orders and other documents of the same nature jointly with the Treasurer.
Art. 24 – The first Board of Directors was responsible for the elaboration of the ASSOCIAÇÃO’s Internal Regulations, which must include a breakdown of the functions of the people who make up the board.
I – Changes in the Internal Regulations will be forwarded by the Executive Board for approval by a simple majority of the people who are part of the Executive Board, participants in the Council and the Ethics Committee.
II – Also, consider requests for admission of professionals to integrate the membership of the association and the change of categories, as will be regulated by the Internal Regulations..
CHAPTER IV
COUNCIL:
Art. 25 – The Council, made up of 12 members, from the Effective, Active and Emeritus categories, all with more than 2 years of affiliation, will be elected for a deliberative mandate of two years with the main task of monitoring budget execution, appraising the accounts , assist in the administration and approve, through voting, matters presented by the Executive Board. Also consider requests for admission of professionals to integrate the membership of the association and the change of categories, as will be regulated by the Internal Regulations.
CHAPTER V
ETHICS COMMITTEE:
Art. 26–The Ethics Committee, a consultative and collaborative instance of the Association, has the mission of ensuring compliance with the Bylaws and Internal Regulations, especially for matters of ethical decision and will be made up of all members who have held the position of President of the ASSOCIATION , plus the members of the Executive Board in office with the right to use the Abbreviation ABC and women of the Council who have the right to use the Abbreviation ABC, until gender parity is achieved. The Ethics Committee will also be responsible for deciding the criteria for indicating, evaluating and approving the use of the Abbreviation ABC, which will be regulated in the Internal Regulations. Also, consider requests for admission of professionals to integrate the association’s membership and the change of categories, as will be regulated by the Internal Regulations.
CHAPTER VI
SUPPORTING ROLES:
Art. 27 – For the effective exercise of Administration, the Executive Board will have the collaboration of the following support roles: Accounting Department, Treasury, Auxiliary Services.
Art. 28 – The Secretary will be in charge of the ASSOCIATION’s expedients, and will be carried out by a person with adequate training and professional experience.
Art. 29 – The ASSOCIATION’s Accounting will be carried out by a person qualified to exercise the profession.
Art. 30 – Any and all income will be collected by the Treasury, which will have a person or company qualified to exercise it, or any bank that receives an express delegation to do so.
TITLE III
MEMBERS
CHAPTER I
CATEGORIES:
Art. 31 – The membership will be composed of individuals, in the categories:
Effective.
Active.
Aspiring.
Teacher.
Student.
Emeritus.
Art. 32 – The Effective category will be constituted by an individual who has proven to have more than ten years of activity in the Audiovisual field.
Art. 33 – The Active category will be made up of individuals who have been proven to have carried out activities in the Audiovisual field for more than five years.
Art. 34 – The aspiring category will be made up of individuals who carry out up to 5 years of activities in the Audiovisual field.
Art. 35 – The Teacher category will be made up of individuals who prove, through curriculum presentation, teaching in higher education schools and proven activity in the Audiovisual teaching area.
Art. 36 – The Student category will be made up of students from Audiovisual Institutions recognized by the MEC, for a maximum period of 6 years, and equivalent institutions abroad, who prove their student status every six months by means of a valid document.
Art. 37 – The Emeritus category will be made up of individuals who have provided relevant services to the national Audiovisual, and/or to the Association. The member of this category is exempt from the financial contributions provided for in Article 38. Emerita must be approved by 2/3 of the Ethics Committee and Council.”
Art. 38 –The contributions to which members of the categories corresponding to Art.31 are subject to are the following:
I – Admission fee to the membership, amount to be fixed by the Executive Board, correctable and alterable after approval by 2 /3 of the Board of Directors and Council.
II – The annual fee will be fixed for members of the Effective, Active, Aspiring, Student and Teacher categories, and may be paid in installments at the discretion of the Executive Board.
III – These amounts may be changed by the Executive Board and by the Board through the approval of 2/3 of the members.
IV – Registration fees for courses, seminars, congresses and other special activities will have their values set by the Executive Board in office.
CHANGE OF CATEGORY:
Art. 39 –The Secretary will determine, regardless of the request of the members, the change of category from Aspiring to Active, and from Active to Effective, based on the time of professional activity of the member.
I – People in the Student category, after completing their Higher Course, will automatically become the Aspiring in a specific chosen professional activity. The member must send a written request to the office, accompanied by the Course Completion Certificate and CV of works in the chosen category. The Executive Board will approve the cases.
CHAPTER II
RIGHTS AND DUTIES OF MEMBERS:
Art. 40 – The rights of all members are:
I – Be part of the list of Members via the Internet;
II – Participate in all events and activities promoted by the ASSOCIATION;
III – Have access to all information contained on the ASSOCIATION’s website;
IV- Propose measures that they deem necessary in the interests of the ASSOCIATION.
Art. 41 –Exclusive rights of members of the Effective, Active and Emeritus categories, with at least one year of association:
I – Participate in the Ordinary and Extraordinary General Meetings, with the right to vote.
Art. 42 – Members of the Effective category, with at least 4 years of association, and with associative participation, will be eligible for the Executive Board
Art. 43 – Members of the Active, Effective and Emeritus categories, with at least 1 year of membership, will be eligible for the Council.
Art. 44 – The following penalties apply to associates in the Effective, Active, Aspiring, Teacher and Student categories:
I – suspension
II – termination in the following cases: members who are more than three months late in paying their contributions, the suspension being automatically revoked after payment. members who delay more than one year in the payment of their contributions will be automatically removed from the membership. The penalties referred to in the previous paragraphs will be applied by the Secretary. The readmission of people dismissed due to non-payment will be at the discretion of the Executive Board.
Art. 45 – Members of any category may be suspended or temporarily terminated by the Executive Board, Council and Ethics Commission, for reasons of ethics and decorum. The request may be submitted by any member, in writing to the Board of Directors to the accused person has the right of defense, which must be presented in writing within 15 days after the disclosure by the Ethics Committee of the complaint that is the subject of.
Art. 46 – All persons in the Effective category may request the President of the ASSOCIATION to convene the Extraordinary General Meeting, clearly and expressly indicating its end in a request signed by at least 20% of the members of the Effective and Active categories; 30 days have elapsed from the submission of the request, and the summons has not been made, this can be done directly by the requesting persons.
Art. 47 – The duties of members are:
I – Comply with and ensure compliance with the PROVISIONS of these Bylaws
II – Pay the ASSOCIATION fee punctually.
TITLE IV
ASSETS AND FINANCIAL REGIME:
CHAPTER I
TO RESOURCES AND PROPERTY:
Art. 48 – The ASSOCIATION’S resources and PROPERTY will consist of:
I – Contributions and fees to which the members are obliged, as detailed in the Internal Regulations;
II – Donations, legacies and subsidies;
III – Movable and immovable assets, values and securities and the respective income produced by them;
IV – Income from any activities of the company.
Sole paragraph. The Company may enter into agreements and contracts, as well as accept donations from individuals or legal entities, from national or foreign public or private entities, in order to the achievement of the ASSOCIATION’s objectives.
Art. 49 – Members shall not be liable for the obligations assumed by the Company.
CHAPTER II
FINANCIAL REGIME:
Art. 50 – The Financial Regime will obey the following principles:
I – The financial year coincides with the term of office of the Executive Board;
II – The surplus must be reinvested in the ASSOCIATION’s activities, with a view to its continuous improvement;
III – Services provided by members for the Administration of the ASSOCIATION will be considered free of charge;
IV – It is forbidden to attribute profits, bonuses or advantages to members for services provided for the Administration of the Association.
TITLE V
REFORM OF THE BYLAWS:
Art. 51 – The Board of Directors may propose the amendment of these Bylaws at any time, calling an Extraordinary General Meeting specifically for this purpose, with a period of 30 days to be held.
TITLE VI
GENERAL AND TEMPORARY PROVISIONS:
Art. 52 – In the Assemblies, in the event of a tie, the President will have the vote of Minerva.
Art. 53 – The member who is excluded from the Association will not have the right to compensation, remuneration or receipt of any fraction of the Social Equity.
Art. 54 — In case of dissolution of the Association, its Extraordinary General Meeting will decide on the destination of the assets, which must be transferred to similar institutions chosen by the Association itself.
Art. 55 – These Bylaws come into force as of their registration, pursuant to the Law, and those who subscribe to it are considered Founding Partners.
Rio de Janeiro, October 11, 2021.
Signed by:
Tide Borges
Marcelo Trotta
Lauro Escorel
Roberto Faissal
Fernanda Tanaka
Jacques Cheuiche
Mustapha Barat
Maria Muricy
Adrian Teijido
Affonso Beato
Diana Vasconcellos
Silvia Gangemi
Llano
Walter Carvalho
Carlos Pacheco
Carlos Ebert
Pedro von Krüger
Pedro Cardillo
Miriam Biderman
Paulo de Andrade
Based on the first ABC Bylaws approved in Rio de Janeiro, November 11, 2011.
Signed by:
Carlos Alberto de Azambuja Ebert – Presidente
Walter Carvalho e Silva – Vice-Presidente
Affonso Henriques Ferreira Beato – Secretário
Renato Padovanni – Tesoureiro
Lauro Escorel de Moraes Filho – Conselheiro Fiscal
Pedro Farkas – Conselheiro Fiscal
Hugo Kovensky – Conselheiro Fiscal