InterID – INTERNATIONAL INSTITUTE FOR IDENTIFICATION
NAME AND PURPOSE
Article 1 – InterID – International Institute for Identification, a non-profit civil association, shall be governed by these Articles of Association and by the Legislation in force, with headquarters and jurisdiction in the city of Brasília – DF, Brazil, indefinitely.
Article 2 – The main purposes of InterID are to:
I – Promote, support, spread and encourage the adoption of the best practices, technologies and global trends related to identification;
II – Organize, hold and sponsor municipal, state, regional, national or international events aimed at debating best practices, techniques, technologies and global trends related to identification;
III – Produce research, reports, studies, consultancies, publication and the like, as well as provide training in the area of identification;
IV – Interact and liaise with competent public bodies and institutions, both national and international, and other organized civil associations and the like.
V – Promote partnerships, alliances, agreements, terms and technical cooperation agreements with public or private, national and foreign entities;
VI – Support the integration and/or processing of information in the identification area with a view to preventing fraud in public and/or private business processes.
MEMBERS’ EQUITY – FINANCIAL YEAR
Article 3 – The Association’s equity has the following constitution:
a) contributions from associate members;
b) contributions from sponsors;
c) revenue from events, agreements, sponsorship and the provision of specialized technical services;
Paragraph 1 – The Association’s revenue will be used to cover administrative and operational expenses, maintenance of services and to the constitution of its assets.
Paragraph 2 – The Association’s financial year will coincide with the calendar year.
Paragraph 3 – Discounts or exemptions from the remuneration of events promoted by the Association may be granted by decision of the Executive Board.
MEMBERS – RIGHTS AND DUTIES
Article 4 – Legal entities operating in the identification segment or other related will be able to be admitted as InterID members.
Sole Paragraph – The admission of an individual as a member will depend on whether he or she is active in the segment, with notorious recognition from the Identification sector, as well as accepted by the board.
Article 5 – The membership of InterID will be composed of the following categories:
a) honorary members – Legal entities and personalities whose actions are recognized as relevant for the field of identification and for the Association;
b) partner members – Organized representative institutions which can add support, knowledge or any type of partnership of interest to InterID.
c) associate members – Those who fulfill the conditions set forth in Article 4 of these Articles of Association.
d) sponsors – Legal entities or individuals who commit to making contributions to the Institute in order to enable its maintenance, operation and achievement of its objectives.
Sole paragraph – The membership categories are not subsidiarily liable for the obligations contracted on behalf of the association.
Article 6 – The admission of new members must be formalized by signing the Terms and Conditions for Membership, in which the applicant will state his/her qualification, will commit to complying with these Articles of Association, and other InterID internal regulations, including the obligation to pay all stipulated contributions and fees.
Article 7 – Provided that they are up to date with their respective obligations, the rights of the associate members are:
a) enjoy the assistance and services provided by the Association;
b) vote and be voted for, as long as the person/entity has been a member of the Association for over one year.
Article 8 – Members’ duties are:
a) Comply with and enforce these Articles of Association, taking part in every Assembly and other meetings, for the purposes they are convened;
b) accept and honour the acts and decisions of the Association;
c) pay on time the monthly or annually contributions due and others approved by the Board or by the General Assembly;
Article 9 – Members will lose their membership if they:
a) stop paying their monthly fees for three consecutive months, or for interspersed five months in a year.
b) commit an intentional act in its relations with the Association;
c) act in a way that causes detriment and/or discredit to the Association or the economic class attached to it.
Paragraph 1 – In the case provided for in ‘a’ above, rejoining may occur, provided that the debt calculated up to the date of exclusion is paid.
Paragraph 2 – The exclusion decision, adopted by the Board based on ‘b’ and ‘c’ above, may be appealed, in a single instance, to the General Assembly, which will be convened, if applicable.
Paragraph 3 – The deadline for filing an appeal against the act of exclusion will be fifteen days from the communication.
Paragraph 4 – On the cessation of the reason for the exclusion, in the opinion of the General Assembly, the excluded member may be readmitted.
COMPOSITION OF POWERS
Article 10 – The powers of the Association are composed by:
a) General Assembly;
Article 11 – The General Assembly is the sovereign body of the Association, of which the members who enjoy their statutory rights, and have complied with their pecuniary obligations, will take part.
Paragraph 1 – The General Assembly will meet ordinarily once a year and, extraordinarily, whenever it is convened by the Chairman.
Paragraph 2 – The General Assembly will be convened at any time, at least ten days in advance, notified by a general summoning circular specifying the day, time, venue and topic to be discussed in the meeting, which can be sent out by post, or other verifiable means, including electronic ones, and with possibility of being additionally published in the local newspapers circulating in the Brazilian Federal District.
Paragraph 3 – The General Assembly will start and will be able to deliberate, on first call, with a simple majority of members.
Paragraph 4 – At least thirty minutes after the scheduled time for the first call, during the second call, the decisions of the Assembly may take place with any number of associate members.
Paragraph 5 – The General Assembly will be chaired by the Chairman of the Association or his deputy, and work will start with convening one of the associate members present to act as their secretary, as long as the topic under decision is not of his/her direct interest or of personal initiative.
Paragraph 6 – The Ordinary General Assembly and Extraordinary General Assembly can be held together.
Paragraph 7 – The Ordinary General Assembly will:
a) vote for the Chairman, by secret voting.
b) deliberate on the report of the activities and the accounts of the Association related to the previous years, after the Board’s opinion.
c) vote, until 30th October of each year, on the budget proposal for the following year, prepared by the Board.
Paragraph 8 – The Extraordinary Assembly General will:
a) decide on subjects of interest to the Association, which have been submitted by the Board.
b) alter the Articles of Association;
c) establish the guidelines of the Association, with a view to faithfully fulfilling its social aims.
d) decide, with sovereignty, on any issue related to the interest of the Association;
e) deliberate, on appeal, on the decisions of the Board, except for the day-to-day ones regarding the Association’s staff.
THE BOARD OF DIRECTORS
Article 12 – All members of the Board, which will be composed of the positions listed below and those created and filled by an administrative act of the elected Chairman, will be responsible for acting in the interests of the Association, complying with and enforcing these Articles of Association and the decisions taken by the General Assembly:
b) Director of Finance and Administration;
Paragraph 1 – The Chairman will be elected for a fifteen-year stint, with possibility of reelection, with remuneration and benefits determined and approved by the Board. His/her responsibilities include nominate or destitute positions for members of the Board, set their tenure and remuneration, as well as create, change or extinguish them; and set up technical work groups, committees, special commissions, permanent or temporary, nominating their members and objectives.
Paragraph 2 – In case of impediments, whether occasional or definitive, the Chairman will be replaced by the Director of Finance and Administration.
Paragraph 3 – The Board will be composed of at least two members, being one of them the Chairman.
Article 13 – The Board’s meetings will be convened by the Chairman.
Paragraph 1 – The call for the meeting will be sent, with the agenda, by any verifiable means including electronic, always five days in advance.
Paragraph 2 – The Board’s decisions will be made by the majority of the Members in office. In the event of a tie, the Chairman will have the casting vote.
Article 14 – The Board’s specific responsibilities include:
a) manage and direct the Association’s business, setting the conditions in relation to third parties and laying down the necessary rules;
b) accept and exclude members, according to the conditions provided in these Articles of Association, with appeal to the General Assembly.
c) hire and dismiss staff, describing the job tasks, rules and remuneration, according to the legal rules in force;
d) resolve pending issues not provided for in these Articles of Association, with appeal to the General Assembly;
e) present to the General Assembly a report on the activities of the previous year and a budget proposal for the following year, reporting the economic and financial conditions of the Association;
f) increase means of mediation and arbitration in the solution of conflicts of interest between the associate members;
g) define the Association’s monthly fee.
Article 15 – It is specifically incumbent upon the Chairman to:
a) represent the Association in or out of court, including, nomination of a legal representative with power of attorney for a purpose specifically stated in the act, or enable specialized professionals, when applicable.
b) sign, with the Director of Finance and Administration, negotiable instruments and/or any other documents which involve pecuniary liability for the Association, authorizing financial investments, expenses, including the necessary ones for the activities and maintenance of the Association;
c) convene, hold and chair the Board’s meetings; convene and hold the General Assembly, complying with and enforcing the decisions taken;
Article 16 – The other members of the Board are responsible for performing the functions which will be delegated by the Chairman.
Article 17 – The Director of Finance and Administration is responsible for:
a) oversee the treasury and accounting services, particularly in regard to the collection of income and meeting of expenses and, together with the Chairman or his Deputy, have access to the Association’s funds in financial institutions, signing the respective cheques, payment orders and other documents;
b) keep the Association’s assets and values protected and keep its social and legal books, its records of constitutive acts and regulations, as well as the file of the documents protected and updated;
c) monthly forward to the Board the balance sheet with the financial movement of the Association, referring to the previous month.
TENURE AND ELECTIONS
Article 18 – The Chairman’s term of office will end on the day it completes fifteen years in office from the date of his/her investiture, but it will be extended automatically and provisionally until the effective inauguration of the elected member.
Paragraph 1 – The elections will be held in the month of October.
Paragraph 2 – The elections will take place together, at the same General Assembly, convened specifically in accordance with the provisions in these Articles of Association.
Paragraph 3 – Voting can be carried out face-to-face or remotely, through the electronic means which will be made available in the summons, and it will be open from 10am to 4pm, with counting starting right after closing time.
Paragraph 4 – The Chairman will issue the Call Notice, by post, electronically or by any other verifiable means, communicating the start of the electoral process and defining the day of the elections, up to thirty days before the date of the elections.
Article 19 – Once the requirements of these Articles of Association have been met, interested members must register as a candidate.
Paragraph 1 – Candidates must register by means of a document signed, including electronically, provided that they are in full possession of their rights, up to thirty calendar days prior to the date of the elections.
Paragraph 2 – The document will be presented, with proof of receipt, to the Association’s secretariat or by electronic means, which will have 48 hours to take into consideration and issue an opinion.
Paragraph 3 – The candidates will be identified by numbers, indicating the sequence of their registration.
Paragraph 4 – It will not be possible to run for elections for the Association’s position, the member who:
a) has been a member of the Association for less than one year on the date of the publication of the Notice;
b) has not complied with their obligations with the Association’s Treasury until the day of registration as a candidate;
c) does not enjoy the social rights granted by these Articles of Association;
Paragraph 5 – The registration of the candidacy of a member who is prevented from running or does not comply with the statutory conditions will be rejected, and substitution will be allowed within 24 hours.
Paragraph 6 – If so requested, the Association will allow all members to receive up to two messages from competing candidates, with expenses paid by the interested parties.
Article 20 – During the Election Assembly, among all the members present, an Electoral Commission will be chosen, formed by three components.
Paragraph 1 – The confidential exercise of the vote will be preserved, except in voting by correspondence or by electronic means.
Paragraph 2 – Each member will be entitled to one vote, which cannot be done by proxy.
Article 21 – Vote counting will start immediately after closure of voting, by the Electoral Commission, with powers of Tellers Commission then, which will be in charge of opening the ballot box and of the counting/registration of the votes.
Paragraph 1 – Counting will be public, and all people interested is entitled to attend.
Paragraph 2 – The Electoral Commission will state the result of the election at the end of their work, drawing up the respective minutes.
Paragraph 3 – In the event of a tie, the elected candidate for Chairman will be the one who has been a member of the Association for longer.
Paragraph 4 – Any appeal against the result will be presented up to 24 hours after the announcement of the results of the elections, and the Chairman must immediately call an Extraordinary General Assembly to consider, in a single instance, the grounds for the appeal and decide on its validity or not, and on the same occasion, announce either the winning candidate or that the election is annulled.
Paragraph 5 – If there is no appeal to the General Assembly, 48 hours after the announcement of the result, the Chairman and the Electoral Commission will announce, in a single document, the winning candidate.
Paragraph 6 – The inauguration of the elected Chairman will take place in the first month of the year following the elections, pursuant to article 19 of these Articles of Association.
Article 22 – The Association can only be dissolved by voting of at least two thirds of its members, in two consecutive General Assemblies, especially convened for that purpose.
Paragraph 1 – If dissolution is approved, three associate members will be elected to form a Liquidation Commission.
Paragraph 2 – Once the Association’s liabilities are settled, the shareholders’ equity will be donated to one or more philanthropic entities of public utility, provided that they are exempt from paying income tax, chosen at the last General Assembly referred to in the caput of this article.
Article 23 – The omissions and conflicts of interpretation of these Articles of Association, in any circumstance, will be resolved at the Extraordinary General Assembly.
Article 24 – The same Assembly that considers and, in the end, approves these Articles of Association, will enforce it, revoking the previous text.
Article 25 – These Articles of Association may be amended or reformulated by an Extraordinary General Assembly convened especially for this purpose, with the approval of two thirds of those present, always resulting in the consolidation of the text.