Our Bylaws

The Statute of the Young Exporter Institute is the basis by which it governs its entire administrative organization and its objectives for which it works to promote entrepreneurship and internationalization.

Chapter 1

Denomination, Term, Headquarters and Purpose

Art. 1st.INSTITUTO JOVEM EXPORTADOR is constituted as a legal entity governed by private law, non-profit and without a religious or party-political nature, with duration for an indefinite period, with total, wide and unrestricted administrative, patrimonial and financial autonomy in the form of an association , pursuant to article 5 of the Federal Constitution of 1988 with art. 44, item 1 of Law 10.406/2002 (Civil Code), headquartered in Brasília located at SRTVS QD. 701 ASSEMBLY L BL. 01 Nº 38 SALA 533, PA 25, Brasília/DF, CEP 70.340-906.

Single paragraph. The INSTITUTE shall be governed by Law nº 10.406/2002 (Civil Code), by the applicable Brazilian legislation, in particular by Law nº 13.243/2016[2] , or legal instruments that may replace it, by the present Statute and other applicable normative provisions.

Art. 2nd. The INSTITUTE's main purpose is to defend, encourage and strengthen entrepreneurship and business activities, supporting young entrepreneurs.

§1°. To carry out its activities, the INSTITUTE will use the appropriate means in order to:

I. Represent, unite, defend, inform, encourage and encourage the development of young entrepreneurs and/or entrepreneurs, committed to ethics, citizenship, free initiative, democracy and entrepreneurship;
II. Ensuring the training of new leaders;
III. Provide information, technical support, consultancy and business training to Members, employees and the community in general;
IV. Promoting product exhibitions, business support, installation of databases, documentation, manifestations of a cultural nature, business exchange, rounds of negotiations, technical visits, technical and technological support, legal and economic support, studies and projects, and in general promoting all actions considered relevant within the scope of entrepreneurial and business activity;
V. Assuming the management of third-party infrastructure or programs that may be assigned to it by contract or agreement and that fall within its corporate purpose;
SAW. In its own or third-party infrastructures, develop other activities, such as those of an educational nature, instructive for new generations, cultural, sports and leisure, not conflicting with its social objective;
VII. Promote conferences, debates, panels, lectures and any meetings to discuss economic, legal, social, cultural and political issues of national and international interest, being able to collaborate with local entities on matters of State or Municipal interest;

VIII. Promote volunteering and youth entrepreneurship;
IX. Promote innovation and sustainable development;
X. Promoting non-profit experimentation with new socio-productive models and alternative and innovative systems of production, commerce, management, employment and credit;
XI. Defend rights and promote the construction of new rights, which meet the principles and ideals of the INSTITUTE, in addition to providing legal advice of additional interest;
XII. Promote studies and research, development of alternative technologies, production and dissemination of technical and scientific information and knowledge related to the activities mentioned in this article;
XIII. Contract public and private partnerships, in all types of services performed for the benefit of its members;
XIV. Celebrate agreements, agreements or adjustments with public administration bodies or entities for the implementation or implementation of projects related to its social objectives;
XV. Edit publications and periodicals in any of the available media.
XVI. Foster and publicize third-party events, as long as they are related to the activity of a young entrepreneur and/or entrepreneur;
XVII. Promote economic and social development;
XVIII. Participate as a shareholder or quotaholder in companies, allocating any benefits and income, in full, to the maintenance of its corporate purpose, without profit;
XIX. Acting with public authorities in defense of principles and ideas that allow the business community to fulfill its economic and social role;
XX. Promote mediation and arbitration, to reconcile and resolve disputes in accordance with the law, being able to establish and maintain bodies for this purpose;
XXI. Represent and assist its associates, individually or collectively, judicially or extrajudicially;
XXII. Maintain or sponsor publications or programs through the media, as appropriate;
XXIII. Organize, maintain, promote or subsidize, within its financial possibilities:
a) Statistical services relevant to their purposes;
b) Library of works relevant to its purposes;
c) Technical guidance services for its Members;
d) Administrative, financial, legal, managerial, organizational, advertising, commercial, relationship/networking, classified services or solutions, among others that are of interest to its Members;
e) Newsletters;
f) Events relevant to its purposes;
g) Any other activities pertinent to its purposes.

Chapter 2

Sources of Resources for Maintenance and Assets

Art. 3rd. The INSTITUTE's sources of maintenance resources are:
I. contributions from associates, individuals and/or legal entities;
II. monthly and annual fees;
III. Amounts assigned to it by federal, state and municipal public bodies;
IV. usufruct granted to it;
V. Contributions in cash, movable and immovable property and/or rights that you may receive from individuals or legal entities;
SAW. income of any nature that may be earned as remuneration arising from financial investments, intellectual property rights, own or third-party properties, as well as any investments made;
VII. income arising from the provision of services or from programs, projects and/or other activities operated directly or indirectly by the INSTITUTE;
VIII. events organized by the INSTITUTO;
IX. funds from public or private institutions that fund social activities and the like;
X. other possible income.

§1st. The INSTITUTE is an autonomous entity, being able, however, to enter into agreements or partnerships with other institutions or public and private organizations, national or foreign, not for profit, in the provision of direct or intermediary services of support or joint execution of programs in order to develop activities consistent with its purposes.

Art. 4th. The INSTITUTE's assets are made up of all rights, movable and immovable property that it owns or will come to own, acquired by purchase, donations from third parties or by other legal means, and must be registered in the accounts.

§1°. The real estate owned by the INSTITUTE cannot be alienated or encumbered, except for a proposal approved by the General Assembly.

§2°. Unserviceable movable assets may be disposed of, exchanged or donated by the Board of Directors, which must record the operations, appearing in the annual report for the General Assembly to know.

§3. The INSTITUTE will keep the bookkeeping of its revenues and expenses in books covered with formalities capable of ensuring their accuracy.

Article 5.The INSTITUTE dedicates itself to its activities through the most varied ways, depending on the planning, goals and objectives to be achieved, but it acts in particular through the direct execution of projects, programs or action plans, through the voluntary donation of resources physical, human, economic and financial.

Art. 6th. The INSTITUTE will not distribute results or eventual operating surpluses, gross or net, dividends, bonuses, participations or portions of its equity, under any form or pretext, earned regardless of their origin through the exercise of its activities, and will apply them fully in the achievement of its social purpose.

§1°. The remuneration and benefits of any nature for the members of the Executive Board or associates will be set by the General Meeting, respecting the values practiced by market.

§2°. The INSTITUTE fully invests its income, resources and eventual result operational in the national territory, in the maintenance and development of its objectives institutional.

Art. 7th. The Association has a legal personality distinct from its members, which is why no member, director and/or director will be jointly or severally liable for obligations of the INSTITUTE.

Chapter 3

Membership

Art. 8th. The membership is made up of an unlimited number of people, over 16 years old, without distinction of nationality, sex, color, religious or political creed, distributed in the following categories of members:
I. Founders;
II. Taxpayers, pursuant to article 9;
III. Consulting board;
IV. Fiscal Council.

§1st. All those who participated in the founding meeting of the INSTITUTE will be considered founders.

Article 9. To be admitted to the Contributing Associate category, the candidate must satisfy the following conditions:
1. be proposed by an associate in full enjoyment of their social rights;
read. fill in the registration form with the following data: your name, date of birth, nationality, marital status, profession and business and residential address; and
Ili. pay the fees set by the board, under penalty of being considered
admission automatically null and void.

§ 1. Members approved at the general meeting will be admitted to the Meritorious category, upon a reasoned and approved proposal that they have provided relevant services to the INSTITUTE and/or to the Community, which will grant them the said title, being exempt from paying monthly fees and annuity.

§2°. No one will be compelled to join or remain associated. Members of any nature may withdraw from the INSTITUTE at any time, by means of a written request to the Board of Directors.

Chapter 3 - Section 1

On the Rights and Duties of Founding Members and Contributors:

Art. 9th. The rights of all Founding Members are:
I. attend all of the Institute's facilities;
II. participate in the General Meetings and discuss matters that have been submitted to this body, observing the provisions of ARTICLE 10 §§ 1 and 2;
III. propose, in the General Meetings, the adoption of measures that they deem convenient to the social interest of the INSTITUTE;
IV. to be part of committees and receive delegations and grants from the INSTITUTE;
V. collaborate with the INSTITUTE's management bodies in the achievement of its social objectives; and
SAW. request a leave of absence from the membership for a period of less than 6 (six) months, for a reason deemed fair by the board, being exempt, during this period, from the payment of contributions.

Art. 10th. The rights of all Contributing members are:
I. attend all of the Institute's facilities;
II. participate in the General Meetings and discuss matters that have been submitted to this body, observing the provisions of §§ 1 and 2 of this article;
III. to be part of committees and receive delegations and grants from the INSTITUTE;
IV. Collaborate with the INSTITUTO's management bodies in achieving its social objectives.

§1°. Founding Members have the right to vote at General Meetings, in any deliberations. Those who cannot personally exercise their right to vote may be represented by an agent, through a public or private power of attorney with specific powers and valid for a maximum period of 12 (twelve) months.

§2°. The Contributing Associates can participate in all the activities of the INSTITUTE, however, in the Assemblies, they will not have the right to vote, maintaining, however, the right to speak in Extraordinary General Assemblies.

§3. Founding Members may run for President and executive positions, as well as hold positions or commissions for which they were elected or appointed.

§4°. Only associates of any category who are even with social contributions and statutory obligations can exercise the rights contained in this Statute.

Art. 10. The duties of associates are:
I. contribute decisively to the proper functioning of the INSTITUTE in the fulfillment of its social objectives;
II. avoid within the INSTITUTE any manifestation of political, religious and racial nature;
III. respect and faithfully comply with the provisions of these Bylaws, as well as the internal regulations and corporate resolutions;

IV. Denounce any irregularity verified at the INSTITUTE, so that the General Assembly can take the necessary measures;
V. communicate in writing to the board, change of address;
SAW. seek to introduce new associates to the Contributing Associates framework; and
VII. pay membership dues on time.

Chapter 3 - Section 2

Penalties

Art. 11. Members of any category who violate the provisions of these Bylaws, as well as the internal regulations in force, will be subject to the following penalties:
I. warning;
II. suspension;
III. exclusion.

Art. 12. The warning penalty will be applied to the member who:
a) fail to pay their social contributions for 2 (two) consecutive months; or
b) by word or deed, act offensively to the INSTITUTE or to the Board of Directors.

Art. 13. The suspension penalty will be applied by the Executive Board, when the member:
I. incur serious misconduct;
II. fail to pay your social contributions for 3 (three) consecutive months; or
III. is a repeat offender in an act subject to warning.

Art. 14. The exclusion penalty will be applied to the member who:
I. fail to pay your contributions regularly for more than 3 (three) consecutive months;
II. breach the mediation agreement or arbitration decision rendered by the INSTITUTE, pursuant to item XX, Paragraph One, of art. 3°;
III. contradict the social purposes of the INSTITUTE;
IV. fail to meet the requirements for membership of the INSTITUTE;
V. infringe these Bylaws, the internal regulations and the resolutions of the General Assembly or the Board of Directors; or repeat an offense previously punished with suspension.

Art. 15. The penalties applied by the board may be appealed, without suspensive effect, to the Extraordinary General Meeting, within a period of 15 (fifteen) daysfrom the date on which the Member became aware of the act, thus considered the date of receipt, by the Member or by whoever receives it on their behalf, communication issued by the INSTITUTE secretary and sent to the last address provided by the Member.

Chapter 4

The organizational structure

Art. 16. The INSTITUTE will have as governing bodies:
I. General Meeting;
li. Board;
III. Fiscal Council;
IV. Consulting board.

Chapter 4 - Section 1

General Assembly

Art. 17. The General Assembly, whether ordinary or extraordinary, constitutes the sovereign body of the associates, and associates in full enjoyment of the rights conferred on them by this Statute may participate in it.

Art. 18. The General Assembly, ordinary or extraordinary, will be composed of the Founding Associates, the Contributors and the Directors, who will meet, ordinarily, until the fourth month of each year, or extraordinarily, at any time, both of which may be called by any members of the Board of Directors, individually, or by at least 1/5 (one fifth) of the associates, for the purpose expressed in the call.

§1°. The call notice must contain the "agenda" with a breakdown of the works, and matters that do not appear therein cannot be discussed, except when the meeting itself deems it urgent and deserves an immediate solution. To decide on matters outside the agenda, the vote must gather at least 2/3 (two thirds) of the votes present.

§2°. The call for the General Assembly, ordinary or extraordinary, will be made by registered letter sent to the address in the member's registration with the INSTITUTE or by e-mail with confirmation of delivery, at least 15 (fifteen) days in advance, must be included in the
notification of the agenda, place, date and time of the Meeting.

§3. Members are allowed to participate in the General Assembly via video conference, provided that the modality allows real-time interactivity between participants. The participant who wishes to participate by video conference must request it in writing to the board at least 48 hours in advance of the Assembly, subject to the availability of vacancies by modality, given possible infrastructure limitations.

Art. 19. The meeting will be chaired by the President of the Executive Board or, in his absence, by a Founding Member elected by those present, who will direct the work, providing the information requested by the members present.

§1st. The chairman of the meeting will choose a secretary who will draw up the respective minutes.

Art. 20. For resolutions related to statutory changes, the dismissal of the President or the Fiscal Council, as well as the dissolution of the association, will be by the vote of 2/3 (two thirds) of the INSTITUTE's associates. The other resolutions of the Meeting will be approved by the
simple majority vote of those present.

§1°. In the event of a tie in the votes of the Assembly, the President shall have the casting vote.

Subsection 1
Of the Ordinary General Meeting

Art. 21. Annually, in the second half of March, the Ordinary General Meeting will be held and it will be responsible for:
I. proceed with the election of the president of the new board, when in an election year;
II. proceed with the election of the members of the fiscal council;
III. swear in the members of the new board of directors and/or the fiscal council;
IV. appreciate the annual report, the accounts for the previous year and the annual balance sheet of the INSTITUTE, presented by the Executive Board and, when applicable, with the opinion of the Fiscal Council; and
V. determine, at the end of each fiscal year, the portion of net earnings to be incorporated into EQUITY.

Subsection 2
Extraordinary General Meeting

Art. 22. The Extraordinary General Assembly will be held whenever necessary, regularly convened by the acting President or by a minimum of 1/5 (one fifth) of the associates and will be installed on first call with the presence of 2/3 (two thirds ) of members and on second call, thirty minutes later, with any number of members present.

Single paragraph. The Audit Committee, with the endorsement of all its members, to deal with urgent matters within its competence, may call an Extraordinary General Meeting.

Art. 23. It is incumbent upon the Extraordinary General Meeting
I. resolve on amendments to these Bylaws;
li. consider appeals against Board decisions;
III. award the title of Associate Emeritus;

IV. decide on the convenience of alienating, transacting, mortgaging or exchanging assets;
V. decide on the dissolution of the Association;
SAW. approve the bylaws;
VII. resolve on the dismissal of the President or any other member of the board;
VIII. discuss and resolve on other matters of interest to the INSTITUTE for which it is summoned;
IX. resolve on cases not covered by these Bylaws.

Chapter 4 - Section 2

Board

Art. 24. The INSTITUTO's Board of Directors will be composed of a President, Vice-President and, at least, 3 (three) and, at most, 8 (eight) directors and 5 (five) Regional Vice - Presidents appointed by the President, for a term of 04 (four ) years old.

§1°. In addition to the President and the Vice-President, the Board of Directors will be composed, at least, by the Executive, Financial and Legal Directors, who will have the following duties:
I. Financial Board: control accounts payable and accounts receivable; managing a bank account, authorizing online transfers and issuing checks, always in conjunction with the President;
II. Legal Board: record the minutes of Board Meetings and General Meetings; maintain custody of the minutes and provide for the respective records at the competent Registry of Deeds and Documents; participate in General Assemblies, Board of Directors and Audit Committee meetings; respond to queries, issue opinions, prepare reports, but are not limited to these, when requested by any of the governing bodies listed in art. 1 of these Bylaws; issue a written opinion, before voting on any request for amendment to the Bylaws or Internal Regulations, the
which must be read at the meeting in which the respective vote will be taken.

§2°. The INSTITUTE Boards are also responsible for:
I. Assist the President in administrative matters;
II. Meet ordinarily before each General Assembly and extraordinarily whenever the President calls it.

§3. The mandatory or optional, permanent or temporary Boards may create, by their own act, coordination, advisory services, committees and work groups composed of Associates or technicians of recognized competence, provided that the financial costs are within the
possibilities of the INSTITUTE and through express referendum of the Presidency.

§4°. The positions of Directors, mandatory or optional, permanent or temporary, only may be occupied by people affiliated to the INSTITUTE.

§5°. It is forbidden to hold alternate or consecutive positions on the Board of Directors for more than two terms, except if the third term is for President or Vice-President.

Art. 25. The Presidency elected by the General Assembly is responsible for:
I. Represent the INSTITUTE in or out of court;
li. Convene and preside over the General Assemblies, with the exception of those of an electoral nature, as well as Board meetings;
III. Manage the INSTITUTE's business, based on the decisions of the General Assembly;
IV. Hire, dismiss, punish the INSTITUTE's employees, respecting the relevant legislation;
V. Appoint, together with the Executive Vice-President, attorneys-in-fact with the clause "adnegotía" for specific matters and for a specified period, with the proviso that you cannot perform acts in conflict with the interests of the INSTITUTE, under penalty of being considered
null and void;
SAW. Separately constitute attorneys-in-fact with the "ad judicia" clause for a specified period ou indefinite, to represent the interests of the INSTITUTE;
VII. Perform any task defined by the General Assembly;
VIII. Sign checks as well as any other financial document, together with o CFO;
IX. Notify the Alternate Directors to replace the Sitting Director when there is persistent absence of it;
X. Vote, only on a tiebreaker basis.

Art. 26. The Executive Vice President is responsible for:
I. Participate in General Assemblies and Board meetings, without voting rights, except when replace the President and only on a tie-breaking basis;
II. Assist the President in administrative matters;
III. Represent the INSTITUTE at events, with express authorization from the President;

IV. Sign, together with the President, powers of attorney with the clause "adnegotía" para specific matters and for a specified period, with the proviso that it cannot perform acts in conflict with the interests of the INSTITUTE, under penalty of being considered null and void right;
V. Perform any task defined by the General Assembly or by the Board of Directors
SAW. Assume the Presidency in case of periodic or permanent vacancy of the President.
VII. Appoint, jointly with the President, the Regional Vice-Presidents;
VIII. Define general expansion strategies at national level to open new centers do Young Exporter Program
IX. Approve and monitor the work plan of the Regional Vice - Presidents,

X. Jointly manage with the Regional Vice-Presidents the national schedule and general remodeling;
XI. Control all processes involved in the inauguration of new centers.
XII. Admit or remove the Regional Vice - President, respecting the relevant legislation.

§1°. The position of Regional Vice - President is subordinated to the President and Executive Vice - President, with the purpose of supporting and following the annual programming calendar, executing the expansion plan approved by the Presidency, events and all activities proposed by the general coordination.

Chapter 4 - Section 3

Audit Committee

Art. 27. The INSTITUTE will have a non-permanent Supervisory Board, responsible for overseeing financial activities, installed at the request of at least 1/3 of the members present at any General Assembly.

Single paragraph. The Audit Committee, when in operation, will be composed of 3 (three) members elected by the General Meeting, and may be formed by Founding Members or by Contributing Members.

Art. 28. The members of the Audit Committee are responsible for:
I. examine the INSTITUTE's bookkeeping, verifying the accuracy of entries;
II. issue an opinion on the application of the INSTITUTE's funds;
III. give an opinion on any financial matter submitted to its examination;
IV. issue an opinion on the INSTITUTE's financial statements;
V. Attend the Assemblies and respond to questions from members about the opinions issued by the Council.

Chapter 4 - Section 4

Financial Year and Rendering of Accounts

Art. 29. The financial year will coincide with the calendar year, with the general balance sheet being drawn up for the period ended December 31 of each year.

Art. 30. The annual rendering of accounts will be presented by the Executive Board to the Assembly Ordinary Meeting, to be held under the terms of this Statute.

Single paragraph. It is incumbent upon the Chief Financial Officer to submit to the Executive Board and the Audit Committee, when in operation, all documents relating to financial, fiscal and accounting transactions for the financial year ended, with at least 30 (thirty) days of
prior to the General Meeting in which the annual rendering of accounts will be carried out, in order to enable the analysis and issuance of an opinion by the Audit Committee, when in operation. The members of the Advisory Board are responsible for:

Article 31. The Council will function as an advisory body to the President, to advise him on the solution of problems concerning the Institute, and the internal regulations may define its specific attributions".

first paragraph: will be elected, as provided for in the Civil Code, an Advisory Board, made up of three members, with terms that cannot exceed two years, re-election being allowed".

§2°. It is not up to the Advisory Board to replace the functions of the administrator (president) without deliberation in a meeting that has been called solely for this purpose, much less to demand that its suggestions be accepted, since it is a purely advisory body.

Chapter 5

General Provisions

Art. 32. Unless there is a legal imperative, these Bylaws can only be amended at the request of the Board of Directors or through a request signed by at least 1/5 (one fifth) of the members of the INSTITUTE, and the resolution must be approved at an Extraordinary General Meeting as soon as possible
as provided in these Bylaws.

Art. 33. Any resolution to extinguish the INSTITUTE can only be voted on at an Extraordinary General Meeting called especially for this purpose, with one or more of the following conditions:
I. financial impossibility of maintaining the INSTITUTE;
II. the purposes of the INSTITUTE have become unenforceable;
III. lack of human resources available to continue the INSTITUTE's activities;
IV. any other justification to be presented and resolved at the General Meeting.

Art. 34. In the event of dissolution of the entity, the respective equity is transferred to another legal entity of the same nature and whose corporate purpose is, preferably, the same as the extinguished entity.

Art. 35. This Statute, after its approval by the General Assembly, enters into force on the date
of its transcription in the Civil Registry of Legal Entities.

Art. 36. The Minutes of the General Meeting that approved the present Statute form an integral part of it.

By resolution approved at the General Assembly of Constitution held on June 24, 2019. This Association is an entity, respecting the relevant legal precepts and the terms of these Bylaws.