BRAZILIAN NETWORK OF LUDIC STUDIES – REBEL
(Updated by the ordinary assembly on Feb. 16th, 2020)
President: Ernane Guimarães Neto.
Vice president: Mário Madureira Fontes.
Secretary: Flávia Guimarães.
Treasurer: Ana Paula Albuquerque Teixeira.
Effective Fiscal Council: Vitória Cavalaro Nogueira, Gilson Schwartz e Saulo Machado.
Alternate: Flavia Maria Ferreira Alves Guimarães, Marta Giardini Takehara e José Roberto Fornari.
SOCIAL STATUTE OF THE BRAZILIAN NETWORK Of LUDIC STUDIES
CHAPTER I – About the Denomination, Head Office and Purposes.
First Article – The organization denominated Brazilian Network of Ludic Studies, named hereafter simply as REBEL, was established during a General Assembly on Sept the 11, 2016, at 11 AM at its headquarters at 159, on Martins Fontes Street, office 103, Republica, Sao Paulo-SP, ZIP: 01050-000, is a non-profitable organization, without an estimate time, and will be ruled by the present statute and by additional and applicable laws.
Second Article – the REBEL has its main purpose actions in cultural and academic areas, targeting at the following objectives:
I – Foment and keep the development of culture, of scientific research, of technology and the education at all levels, modalities and categories implied in the teachings implied in the Playful Studies (including digital and social games, fiction of entertainment and humor, pedagogy and joyful games and their pairs).
II – Promote, support and announce regional, national, and international events that interest their associates;
III – Stimulate the production of knowledge that can be translated into innovative and creative to both teaching and the development of games culture;
IV – Promote the integration between the group of students and academics and cultural life;
V – Promote partnership and alliance among their associates, with state or private institutions, national and international, aiming at innovational and cultural and scientific exchange;
VI – Interact and relate to other of their pair entities.
Paragraph One: In order to reach the objectives named in this estatute, the association will carry out events, flea markets, fairs, as well as establish covenants, contracts, deals and terms of partnership with private, state and mixed economy companies, as well as with state organizations, foundations, entities of class, public associations or private financial institutions as long as the pact does not imply in any subordination or bonds to commitments and conflicting interests with the objectives of the association, and put their independence at risk.
I – REBEL is responsible for The Academic Forum of Ludic Studies (Fórum Acadêmico de Estudos Lúdicos – FAEL), which aims to encourage research and dialogue between teachers, students and the market.
Paragraph Two: The association may receive donations, contributions, inheritances, legacies and any other form of incentive both from individuals and legal entities, of public or private associations, national and foreign, as well as government aid and subsidies, with a view to achieve its objectives and purposes for which it is intended.
Third article – In the development of its activities, REBEL will observe the principle of legality, impersonality, morality, publicity, economics and efficiency, and will not admit controversies of race, religious creed, color, gender, or political parties in its activities, dependencies, or in its membership board.
Fourth article – The association will not remunerate any of its members or share its profits nor will it divide for any reason or under any pretext. The operational surpluses will be fully applied in the development of the association’s objectives.
Fifth article – The association will adopt an internal regulation to discipline its functionality, once the regulation is appreciated by a General Assembly.
Sixth Article – The association will organize itself in as many units as necessary, at the discretion of the General Assembly that will be ruled by these very same statutory provisions.
CHAPTER II
About members, their rights, and duties.
Seventh article – the association will consist of an unlimited number of members, admitted upon request, addressed to the board of directors, and distributed within the following categories:
I – Founders: the members who participated in the foundation assembly will be considered founders;
II – Collaborators: will be the associates that contribute, even monetarily, for the accomplishment of this association’s objectives;
III – Benefactors: will be all natural and legal entities which have rendered or are rendering services in benefit of the association.
PARAGRAPH ONE: The acts practice of an associate will be done in person, or being allowed the representation by an attorney.
PARAGRAPH TWO: The quality of an associate is non-transferable and does not generate inheritance rights for heirs and successors under any title.
PARAPH THREE: Associates will not respond, jointly or even subsidiarily for obligations and commitments of any nature contracted by the association.
Eighth article – The associates’ rights are:
I – Vote and be elected for any elective positions of the Executive Board and of the Fiscal Council;
II – Take part in general meetings;
III – Resign.
Parágraph One: The practice of the associates’ rights is subject to full and regular compliance with the duties set forth in these bylaws.
Paragraph Two: It is the right of the associate to resign from the association, at any time, when deemed necessary, upon request to the board of directory of the association.
Ninth Article – The duties of the associate are:
I – Respect and observe the rules of these bylaws, the rules of procedure and the deliberations of the General Assembly;
II – Cooperate with REBEL’S objectives;
III – Attend General Meetings.
Tenth Article – Members who fail to comply with their duties and do not observe the rules of these bylaws will be subject to the following penalties:
I – Warning;
II – The exoneration from office and functions that perform by election or nomination;
III – Exclusion.
First paragraph: The exclusion of the associate will be determined when the just cause is configured, thus recognized in a procedure that ensures the right of defense and appeal;
Second Paragraph: The exclusion of the associate will not give duty to indemnity, nor duty to compensate for any title.
CHAPTER III
OF THE ADMINISTRATIVE ORGANIZATION
Eleventh Article: The Rebel will exercise its activities through the following organizations:
I – General Assembly;
II – Board of directors;
III – Fiscal Council;
Twelfth Article:.the general assembly is the highest decision making body of REBEL being composed of all members in full enjoyment of their directives, having the competence to deliberate on all acts related to the association and to take decisions and the development of this entity, being sovereign in the resolutions not contrary to the laws of this Statute,
Thirteenth Article: it is incumbent to the general meeting:.
I – To elect every three (3) years, the members of the executive board and of the fiscal council defining their functions, their attributions and responsibilities in accordance with the present bylaws;
II – Remove the members of the executive board and of the Fiscal Council;
III – Exclude members;
IV – Apply to the members the penalties provided for in these bylaws;
V – Decide on the organization of new units of the association;
VI – Deliberate and approve the association’s annual action plan and budget;
VII – Deliberate and approve reforms and amendments to these bylaws;
VIII – Deliberate and approve the acquisitions of immovable property by the association;
IX –Authorize the sale or institution of encumbrances on assets belonging to the association;
X – Deliberate on the dissolution of the association in any act whenever required as an organ of maximum decision making-body, determine on the interruption of activities, closure of its headquarters, continuity of the corporate purpose subrogation of the rights and duties of its members and destination of remaining patrimonial assets.
Fourteenth Article: the General Meeting will be ordinary or extraordinary, being able to be summoned and held in the same place, date and time and recorded in the same act.
First Paragraph: The General Assembly will ordinarily be installed , when convened by the executive board
I – In the first semester of each year to:
- a) Analyze the budget and the development of the plan of action;
- b) Debate and deliberate on matters of the association interest.
II – In the second half of each year for:
- a) Presentation of the results achieved;
- b) Presentation of the Action Plan and budget for the next year;
- c) Presentation of the balance sheet and approval of accounts;
- d) Debates e deliberations on other relevant topics for the association.
III – Every three (3) years to elect members of the Board and the Fiscal Council.
Second Paragraph: the general assembly will be done extraordinarily at any time, for reasons of relevance or urgency, when announced by the board, at the request of at least 2/3 of the associates, or by request of the members of the fiscal council.
Fifteenth Article –The summons of the members to the general assembly will be done by means of a notice posted at the headquarters fifteen (15) days in advance and respective publication in a newspaper, or electronic media with the same period in advance.
First Paragraph: The General Assemblies will be installed in the first call with the presence of, at least, 2/3 (two thirds) of the members, and in a second call, thirty minutes later, with any number of members, with the deliberations approved by more than a half of the present members.
Second Paragraph: The General Assemblies will be done with the presence of, at least, 2/3 (two thirds) of the members, being the deliberations done by 2/3 (two thirds) of the present members when the following matters are being dealt with:
I – Alteration of total or partial reform of the Statute;
II – Exclusion of associate;
III – Extinction of the association.
Sixteenth Article –The board of directors is an administrative body and executor of the association, collegiate and elected by the General Assembly, in charge of the institutional representation of the Association, comprising a president, a vice-president, a secretary and a treasurer.
First Paragraph: It is incumbent upon the Executive Board:
I – To ensure the faithful compliance to these Bylaws and the deliberations of the General Assembly and association disclosure;
II – Propose to the General Assembly any necessary amendments to the Bylaws;
III – Administrate the association;
IV – Approve and submit to the General Assembly the association’s annual plan and budget, accompanying its performance;
V – Periodically, as per statutory provision, convene the Ordinary Annual General Meeting;
VI – To resolve on significant costs, expenses and which were not provided in the annual budget;
VII – Call the general meeting at any time when deemed necessary;
VIII – Sign contracts and other documents that are required;
IX – Approve the admission of associates.
Second Paragraph; the election of the members of the Executive Board will be held every 3 (three) years, in the General Assembly being allowed the reelection of any member.
Third Paragraph: Acts of any member of the Executive Board that involve the association in obligations or business are prohibited, null and inoperative;
Fourth Paragraph: The work carried out by the members of the Board of Directors is free, due to the free and conscious disposition of the will of each member, without implying any employment or mandatory bond of nature.
Fifth Paragraph: The board of directors will meet at least once a year to evaluate its activities and the achievement of its purposes.
Sixth Paragraph: The members of the executive board may be dismissed as long as there is a just cause that is decided in the General Assembly in a procedure identical to the exclusion of a member as described in this Statute.
Seventeenth Article – The president of the board of directors is responsible for:
I – Representing the association both actively and passively, in or out of court;
II – Guide the association’s activities and disseminate it, ensuring the fulfillment of this Statute and its deliberations in General Assemblies;
III – Convene and preside General Assemblies;
IV – Call for Directors meeting according to its necessity as well as preside it;
V – Sign on behalf of the Association, the grant of donations, agreements, terms of partnership, terms of commitment, contracts, titles and agreements of any kind;
VI – Sign with the treasurer all of the checks, money orders, and securities that represent the financial obligations of the association.
Eighteenth Article – It is the responsibility of vice president of the Board:
I – To ensure the faithful compliance of the present statute and the deliberations of the General Assembly to disclose the association;
II – Substitute the president in his absence, or in case of his impeachment;
III – Substitute the president, in case of vacancy, up to his term ends;
IV – To provide, in general, his collaboration to the President in order to achieve the aims of the association.
Nineteenth Article – It is up to the secretary;
I – To ensure the faithful compliance with the present Statute and the deliberations of the General Assembly and their deliberations and, disclose the association;
II – Supervise the meetings of the Executive Board and the General Assembly;
III – Supervise the preparation of reports, organize and direct the activities of the secretariat;
IV – Save and archive books and documents from the administrative sphere;
V – Perform all other acts assigned by the Board of Executive Officers.
Twentieth Article –It is incumbent upon the Treasurer;
I – To ensure the faithful compliance with the present Statute and the deliberations of the General Assembly and disclosure of the association;
II – Supervise the elaboration of reports, organize and direct the activities of treasury;
III – Supervise the services of accounting;
IV – Collect and account for the contributions of members, rents, aids and donations, maintaining the bookkeeping up to date;
V – Pay the bills authorized by the President;
VI –Submit a report of income and expenses whenever requested;
VII – Present a financial report to be submitted to the General Assembly;
VIII – Present an annual balance sheet to the Fiscal Council;
IX – Keep, under its custody and responsibility, the documents related to Treasury;
X – Keep all cash in a credit establishment;
XI – Sign, with the President, all checks, money orders and securities that represent the financial obligations of the association.
Twenty-first Article – in the event of vacancy in one or more positions of the Executive Board, the substitutes will be elected by the General Meeting, specially called for this purpose.
I – The request for resignation will be in writing and must be filled with the Association’s secretariat, which, within a maximum period of 60 (sixty) days, counted from the date of the protocol, will submit it to the resolution of the General Assembly;
II – In the event of a collective resignation of the Executive Board and Fiscal Council, the resigning president, any member of the Executive Board, as a last resort, any of the associates, may call the Extraordinary General Meeting who will elect a provisional commission composed of 5 (five) members who manage the entity and will hold new elections within a maximum period of 180 (one hundred and eighty) days, counted from the date of the referred meeting, The elected officers and directors, under these conditions, will complement these waivers’ mandate..
III – The loss of the quality of member of the Board of Directors, or of the Fiscal Council, determined by the General Assembly, being admissible only if there is a just cause, as recognized in disciplinary procedure, when if is proved;
- a) Misappropriation or dilapidation of social assets;
- b) Serious violation of these bylaws;
- c) Abandonment of the position, thus considering the unexcused absence in 3 (three) consecutive ordinary meetings, without expressed communication of the reasons for the absence to the secretary of the association;
- d) Acceptance of position or function incompatible with the exercise of the position he holds in the association;
- e) Doubtful conduct.
First Paragraph – Once the just cause is defined, the director, or counselor, will be notified about the facts attributed to him through extrajudicial notification so that he can present his prior defense to the Executive Board within 20 (twenty) days counted from the notification.
Second Paragraph – After the term described in the preceding paragraph has elapsed, regardless of the presentation of the defense, the representation will be submitted to the Extraordinary General Meeting, duly convened to this purpose, composed of contributing members who are up to date with their social obligations, and they cannot deliberate without 2/3 (two thirds) of those present, being on the first call, with an absolute majority of members and on a second call, one hour after the first, with any number of members, where the broad right of defense will be guaranteed.
Twenty-Second Article – The Fiscal Council is a collegiate body, in permanent character, elected by the General Meeting, responsible for the realization of the Executive Board being composed of 3 (three) effective members, LUCAS CORREIA MENEGUETTI, FERNANDO TSUKUMO and FABIO TOLA and 3 (three) alternate members, SELENE HAMMER QUEIROZ PINHEIRO, ANA PAULA ALBUQUERQUE TEIXEIRA e FABIO CANTARIM MELO:
First Paragraph: It is incumbent to the Fiscal Council:
I – To ensure the faithful compliance with the present Statute and the deliberations of the General Board and disclose the association;
II – Help and subsidize the Board in their attributions;
III – Estimate and approve balance sheets, financial and accounting performance accounts and reports and equity transactions carried out;
IV – Analyze and supervise actions of the Executive Board as well as other administrative and financial acts;
V – Call the General Meeting at any time whenever necessary.
Second Paragraph: The election of the members of the Fiscal Council will be held every 3 (three) years in General Meetings, being allowed the reelection of any of the members.
Third Paragraph: The Audit Committee will meet at least once a year to evaluate its activities and the achievements of the planned purposes.
Fourth Paragraph: Expressly prohibited are the acts of any member of the Fiscal Council, being void and inappropriate, the ones that involve the association in obligations or business foreign to its objectives, purposes, and activities.
Fifth Paragraph; The work carried out by the members of the Fiscal Council is free, not implying employment, or mandatory bond of any kind.
Sixth Paragraph: The members of the Fiscal Council may be removed as long as there is just cause as defined in the General Meetings, in an identical procedure to the one of the exclusion of members provided in these Bylaws.
Seventh Paragraph: In case of resignation of any member of the Fiscal Council, the position will be taken over by their alternates.
Chapter IV
On Financial Resources
Twenty-third Article – The financial resources and assets of the association come from:
I – Contribution for the maintenance of activities and programs of the Association, resulting from agreements, contracts and terms of partnership signed with private, or public companies;
II – Donations, inheritances, legacies and other contributions from individuals, national, or international companies;
III – Income produced by all assets, rights and activities carried out to achieve the institution’s objectives, such as revenues and financial investments, service renderization, sales and author’s rights.
IV – Initial allocation of R$ 500.00 (five hundred reais).
Twenty-fourth Article – All permanente material, all technical and bibliographies collection, equipment acquired or received by the association in partnerships, projects or similar, including any kind of product, are REBEL assets, therefore inalienable unless otherwise expressly authorized by the General Meeting.
First Paragraph: The assets of the association cannot be encumbered, exchanged, disposed of without the authorization from the General Meeting convened especially for this purpose.
Second Paragraph: The association expenses must keep a close and specific relationship with its purposes.
Third Paragraph; The resources and assets of the association will be fully invested in the country.
CHAPTER V
On General and Transitional Provisions
Twenty-fifth Article – The association may be dissolved by decision of the General Assembly, on extraordinary call, subject to the provisions of article 61 of the Brazilian Civil Code, and, in such case, its assets will go to similar institutions, preferably to the ones that have the same objectives of this present association.
Twenty sixth Article – The present Statute may be amended by the General Assembly by the vote of at least 2/3 (two-thirds) of those present, upon the proposal of any members of the board, in accordance with the 15th (Fifteenth) Article above.
Twenty-seventh Article – The cases omitted in these Bylaws will be regulated by the Brazilian Civil Code analyzed and resolved by the Executive Board and endorsed by the General Assembly.
São Paulo, February the third, 2018.
| SIGNATURES – | |
| ERNANE ALVES GUIMARÃES NETO – President of the table | _________________________________ |
| MÁRIO MADUREIRA FONTES Secretary of the table |
_________________________________ |
| Ana Paula Albuquerque Teixeira OAB-SP 245.171 |
_________________________________ |
REBEL Founders – 11th Sept. 2016
| Ernane Guimarães Neto |
| Marcelo Henrique dos Santos |
| Carlos Roberto da Costa |
| Fabio Tola |
| Maria Eugênia Mourão |
| Renato Innocenti Pereira |
| Mario Madureira Fontes |
| Luiz Augusto Dinamarca Barna |
| Pá Falcão |
| Alan Henrique Pardo de Carvalho |
| Lucas Correia Meneguette |
| Saulo de Oliveira Machado |
| Lucy Raposo |
| Lisiane Fachinetto |
| Henrique Souza De Oliveira |
| Patricia Assuf Nechar |
| Silvio Cesar Bogsan |
| Jose Geraldo de Oliveira |
| Sergio Halaban |
| Alessandra Azzolini da Silva |
| Natália Gomes Dinamarca Barna |
| Luciani Mangolini |
| Pedro Pereira de Carvalho |
| Fernando Tsukumo |
| Maurício Vismona Gibrin |
| Marta Giardini Takehara |
| Celso Roberto Tavares Ferreira |
| Flavia Maria Ferreira Alves Guimarães |
| Ubiratan Rodrigues Motta |