SOCIAL STATUTE FOR THE MUSEUM OF THE AMAZON – MUSA

TITLE I – ABOUT THE INSTITUTION

CHAPTER I – ABOUT ITS NAME, DURATION, AND HEADQUARTERS

Article 1. The Museum of the Amazon – MUSA –, a civil, private law, nonprofit, secular organization, hereinafter referred to as MUSA, founded on 01/22/2009 and registered under no. 23,667, book A-409 on 04/08/2009, shall be governed by this statute and the applicable legislation.

Article 2. MUSA shall remain open for an indefinite length of time.

Article 3. MUSA shall have its headquarters and judiciary district in the city of Manaus/AM, while it may also maintain research, marketing, and exhibition units anywhere within the national territory and abroad.

CHAPTER II – ABOUT ITS SOCIAL GOALS

Article 4. MUSA’s purposes are:

I – to develop and administrate museology, research, educational, and touristic programs and projects dedicated to the study and the propagation of scientific and social knowledge related to the biomes, the history and the cultures in the Amazon region;

II – to use different means to support, encourage, and/or implement scientific/cultural tourism, scientific and technological development, propagation and conservation activities in the areas involving the natural environment and the production of traditional knowledge, and social/environmental studies;

III – to establish an information exchange and cooperation network between museums, universities, institutions, and specialized organizations in the country and abroad, contributing towards the scientific, cultural, and technological development of the Amazon region;

IV – to carry out programs and projects in cooperation with the Amazon state and the federal government, research institutions, non-governmental organizations, public and private corporations, and to provide basic or supplementary support in the form of investments and financial management for activities such as:

a) the popularization of science, culture, social inclusion, and scientific-cultural tourism;

b) educational, scientific, and cultural training;

c) scientific, cultural, and technological research and development;

d) research and training specialized in physical, soil, mathematical, biological, and social sciences, anthropology, archaeology, and traditional cultures and knowledge.

e) knowledge and conservation of complex ecosystems;

f) the conservation, acknowledgement, and study of the linguistic, cultural, and traditional knowledge and heritage, as well as the promotion of their reproduction;

g) the acknowledgement, study, dissemination, and conservation of biological, mineral, paleontological, and archaeological pieces and materials.

Article 5. In order to achieve its statutory goals, MUSA may to enter into contracts, settlements or agreements with public or private lawinstitutions, both nationally and abroad.

CHAPTER III – ABOUT ITS ACTIVITIES

Article 6. In order to reach the goals defined in this statute, MUSA shall develop activities aimed at:

I. Supporting scientific-cultural research and the conservation and sustainable management of the Amazonian biome, as well as assisting scientific, cultural, and touristic educational programs in the region;

II. fostering scientific and educational dissemination along with the promotion and popularization of tourism, creating and maintaining museums and scientific and cultural centers dedicated to geoscience, physical, natural, and social sciences;

III. promoting the circulation of descriptive museological materials, images, and scientific-cultural information in the Amazon as well as in other Brazilian states and foreign countries through electronic channels, radio, and television, the edition, publication, and distribution of journals, books, magazines, and other propagation means; supporting the organization of congresses, exhibitions, and other scientific-cultural events;

IV. creating, building, and maintaining laboratories equipped for the support of specialized and interdisciplinary scientific research and their dissemination;

V. promoting the study and a debate about the issues related to the scientific-cultural, technological, and social development of the Amazon with the purpose of conceptually directing MUSA in its interdisciplinary, biological, physical, environmental, social, and ethnological programs;

VI. developing products, equipment, and services to promote knowledge of the Amazon biome and society as well as environmental conservation;

VII. designing, building, and maintaining physical and management structures suitable for the fulfilment of its institutional goals;

VIII. improving training of professionals specialized in scientific-cultural, technological, and social interest areas, particularly those that are relevant to the full implementation of MUSA’s institutional goals and dedicated to the technological development of the Amazon region;

IX. growing and maintaining nursery plants, bushes, and trees for exhibition and educational, research, and scientific dissemination purposes, as well as the commercialization of seeds, seedlings, fruits, essential oils, and resins;

X. raising and maintaining live animals in zoological environments such as insectariums, butterfly vivariums, and aquariums for educational, research, scientific, dissemination and commercialization purposes;

XI. promoting technical assistance and rural extension (ATER).

TITLE II – ABOUT ITS MEMBERS

CHAPTER I – ABOUT MEMBERS’ ACCEPTANCE AND QUALIFICATIONS

Article 7. MUSA’s social chart shall be formed by an unlimited number of members, qualified by the following categories, and provided they meet this statute’s admission requirements:

a.) Founding members: those who participated in MUSA’s constitutional convention, signing the corresponding minutes and committing to its goals;

b.) Permanent members: MUSA shall admit those whose names are approved by the Administrative Council during a regular meeting, upon endorsement of at least three founding or permanent members;

c.) Meritorious members: people who – due to their prominence in the field of scientific and social knowledge of the Amazonian biomes, history, and cultures or their significant contribution towards the expansion and consolidation of MUSA’s goals – have earned this title at the discretion of the Board of Directors or Administrative Council, upon ratification in General Assembly.

d.) Supporting members: those who, having identified with MUSA’s goals, make financial and other contributions intended for the upkeep, operation, and expansion of MUSA’s activities, in the manner defined by the museum’s rules of procedure.

Artigo 8. Membership status shall also be granted to public or private legal organizations that have an affinity with the principles and goals of the institution.

§1. Institutional members must indicate a representative to MUSA.

§2. Regardless of their category, members shall not be liable in the alternative or jointly and severally liable for MUSA’s social obligations.

§3. Members (natural persons) may be accepted upon approval of an admissions form and submission of personal documentationcopies.

Article 9. MUSA’s annual membership dues or their exemption shall be defined in the rules of procedure by the Administrative Council, upon proposal by the Board of Directors.

Single Paragraph – For any given date, active members shall be those who have paid at least the annual dues corresponding to the previous year.

CHAPTER II – ABOUT MEMBERS’ RIGHTS AND OBLIGATIONS

Article 10. Active founding and permanent members have the following specific rights:

I. voting during proceedings in the General Assembly;

II. voting and being voted to compose the Administrative Council, in the manner herein provided;

III. requiring that the Board of Directors reconsider actions that they deem contrary to this statute;

IV. calling together the decision-making bodies through a formal petition signed by 1/5 of active members.

Article 11. Supporting and meritorious members have the following rights:

I. supporting, promulgating, and recommending events, programs, and proposals that are relevant to MUSA’s interests;

II. submitting written suggestions and proposals that are relevant to MUSA’s interests;

III. having access to MUSA’s activities and facilities;

IV. participating in debatesin the Assembly.

Artigo 12. All members have the following obligations:

I. obeying statutory provisions, rules of procedure, regulations, decisions by the General Assembly and Administrative Council, and resolutions by the Board of Directors;

II. cooperating towards the fulfillment of MUSA’s goals and participating with dedication and proficiency in the communal membership life;

III. faithfully paying their membership dues in a timely manner;

IV. notifying the Board of Directors of other members’ actions and attitudes that might be incompatible with MUSA’s goals;

V. other obligations laid out herein or in the rules of procedure or approved by the General Assembly.

CHAPTER III. ABOUT THE EXCLUSION OF A MEMBER

Article 13. MUSA reserves the right to exclude members who:

I. do not comply with the statute, rules of procedure, regulations, and decisions made by the General Assembly and the Administrative Council or resolutions by the Board of Directors;

II. fail to pay annual dues for three consecutive years;

III. engage in actions that are contrary to MUSA’s interests or in dishonest activities.

§1. The decision to exclude a member will be made via a proposal by the president of the Administrative Council, through a determination by the Administrative Council during special session called for this purpose, with the presence of at least 9 (nine) counselors. A member shall be declared excluded when at least 6 (six) counselorsvote for his/her exclusion.

§2. An appeal against the decision by the Administrative Council to exclude a member may be filed in the General Assembly, which shall give its ruling if an absolute majority of its members are present, making its decision by two thirds of the votes.

§3. MUSA’s rules of procedure shall lay out in a detailed fashion the necessary proceedings for the exclusion of a member, assuring him/her previous and extensive rights of defense.

CHAPTER IV – ABOUT ELECTIONS

Article 14. Two of the 14 members of the Administrative Council shall be elected through a secret vote by active funding and permanent members in elections called by the president of the Administrative Council every four years.

§1. Elections must be called at least 60 (sixty) days in advance through publication in a newspaper of wide circulation in Manaus.

§2. The Administrative Council must indicate the names of at least 3 (three) title holders and 2 (two) substitutes for the Electoral Commission.

§3. The list of candidates shall be sent by the Administrative Council at least 30 (thirty) days in advance.

§4. In order to be accepted, name indications must be signed by at least 30 (thirty) members.

§5. Elections for the Administrative Council may be held electronically.

TITLE III – ABOUT MUSA’S ADMINISTRATIVE ORGANIZATION

CHAPTER I – ABOUT THE DEFINITION OF THE ADMINISTRATIVE BODIES

Article 15. MUSA comprises the following bodies:

I. General Assembly;

II. Administrative Council;

III. Executive Board of Directors.

Article 16. MUSA’s management,organizacional, auditing, and consultingsystems shall be laid out in its rules of procedure.

Article 17. Members who make up the Administrative Council and the General Assembly shall not be paid for the services rendered under this condition, even though they are entitled to receive pecuniary compensation of expenses made for the proper exercise of their membership activities.

CHAPTER II – ABOUT THE GENERAL ASSEMBLY

Article 18. The General Assembly is MUSA’s sovereign body, being comprised of founding and permanent members.

Article 19. The General Assembly shall regularlymeet:

a) every four years, to elect its representatives in the Administrative Council;

b) annually, to approve expenditures and discuss subjects that are of interest to MUSA.

§1. The General Assembly shall also meet extraordinarily at any given time, whenever MUSA’s interests require it.

§2. Ordinary or extraordinary assemblies shall be called by the president of the Administrative Council, the general director, or by the signature or electronic subscription of at least one fifth of active founding and permanent members, at least five days in advance, mentioning day, time, place, and topics in the agenda.

§3. Ordinary or extraordinary assemblies may be held via electronic means as long as at least one fifth of active founding and permanent members express their approval.

§4. For adjudication sessions, especially called to decide about the exclusion of a member.

Article 20. It is the exclusive duty of the General Assembly to:

I. reform the statutes;

II. depose members of the Administrative Council through proposal by the Council or by a petition signed by 1/5 of active members;

III. approve expenditures;

IV. dissolve MUSA.

Article 21. The General Assembly shall take decisions by simple majority, with the presence of at least 1/3 of the founding and permanent members that make up the General Assembly.

CHAPTER III – ABOUT THE ADMINISTRATIVE COUNCIL

Article 22. The Administration Council, a collegiate body that deliberates superior administration and supervises MUSA, is comprised of 14 (fourteen) members, natural persons with well-known professional skills and moral aptitude, consisting of the following;

I – 9 (nine) permanent members, including:

a) A representative of the University of Amazonia State (UEA), designated by its dean;

b) A representative of the National Institute of Amazonian Research (INPA), designated by its director.

c) A representative of the Goeldi Museum, designated by its director.

d) A representative of the Federal University of Amazonas (UFAM), designated by its dean.

e) A representative of the Conselho Municipal de Cultura de Manaus [Municipal Cultural Council of Manaus], designated by its president.

f) A representative of the scientific and cultural community, designated by the Sociedade Brasileira para o Progresso da Ciência [Brazilian Society for the Progress of Science, SBPC] in mutual agreement with the Associação Brasileira de Antropologia [Brazilian Anthropological Association, ABA].

g) A representative of the Centro das Indústrias do Amazonas [Amazon Industries Center, CIEAM], designated by its president.

h) A representative of the Associação Comercial do Amazonas [Amazon Trade Association, ACA], designated by its president.

i) A representative of the Instituto de Desenvolvimento Sustentável Mamirauá [Mamirauá Sustainable Development Institute], designated by its director.

II – 2 (two) members elected by the General Assembly, including:

a) A member with well-known scientific and cultural technical eminence.

b) An entrepreneur from the industrial, commercial, biotechnological, agro-forestry, information technology, communication, tourism, or cultural sector.

III – 3 (three) members designated by the remaining 11 (eleven) permanent and elected members of the Council.

§1. The term of office of elected members of the Administrative Council shall be 4 (four) years, allowing for reelection.

§2. Permanent members may be designated and replaced at any time.

§3. Counselors elected to be part of MUSA’s Board of Directors must resign when they take on an executive office at MUSA.

§4. MUSA’s general director may participate in meetings held by the Administrative Council when invited, with speaking privileges, but no voting rights.

Article 23. The Administrative Council shall ordinarily meet 3 (three) times a year, upon convocation by its president; extraordinary meetings may be called at any given time by its president or upon request by 2/5 (two fifths) of its members.

Article 24. The Administrative Council shall take decisions by a simple majority of votes cast by those present, with the presence of the absolute majority of its members, each member having one vote, and the president, the tie-breaking vote.

Article 25. The Administrative Council shall elect its president, vice-president, and secretary from among its members, with a required quorum consisting of no less than two-thirds of its members, allowing for reappointment.

§1. The term of office of members elected to serve as president, vice-president, and secretary of the Administrative Council shall be 4 (four) years.

§2. The Council may depose its president or any of its members, with a required quorum consisting of no less than two-thirds, and by the decision of the absolute majority of its counsellors.

Article 26. If the permanent members who hold the office of president, vice-president or secretary of the Administrative Council need to be replaced, or if the office of president, vice-president or secretary becomes vacant, the Administrative Council shall elect a new counselor to take on the vacant spot within 30 days counted from the day the office was vacated.

Article 27. It is the duty of the Administrative Council to:

I. carry out or enforce MUSA’s social goals and the decisions taken by the General Assembly;

II. approve MUSA’s institutional policy as well as partnership proposals made by the Executive Board of Directors;

III. analyze and approve membership application proposals.

IV. annually examine and issue an opinion about the financial statements and annual report presented by the Executive Board of Directors;

V. make determinations about the selection, designation, and deposition of the members of the Executive Board of Directors;

VI. recommend salaries for the members of the Executive Board of Directors by resolution;

VII. propose that the General Assemblymakechanges to the social statute;

VIII. approve MUSA’s rules of procedure, which must address its structure, management means, offices, and respective duties;

IX. approve regulations regarding MUSA’s human resources, construction work contracts, services, purchases, ownershiptransfers,and finances based on proposal by the Executive Board of Directors;

X. hire an external financial audit to make sure that MUSA’s economical-financial guidelines, goals, and efforts are being carried out;

XI. expressly and previously authorize real estate transactions such as purchases, ownership transfers or pledges, the signature of loan and financing contracts, and the rendering of secured or fiduciary guarantees with public or private financial institutions, both in Brazil and abroad;

XII. choose and depose MUSA’s general director, his/her eventual substitute, and, in case of vacancy, elect a new member within thirty days, counted from the day the office was vacated;

XIII. submit to the Public Ministry any administrative processes aimed at determining the responsibility of a member of the Executive Board of Directors for crimes against public assets administrated by MUSA;

XIV. publish yearly financial and implementation reports, duly audited and approved by the Administrative Council, linked to partnerships with public or private institutions.

§1. Decisions pertaining to ownershiptransfers or real estatepledges, rendering of guarantees, regulations regarding disciplined procedures for hiring construction work, services, and purchases, as well as MUSA’s career, salary, and benefits plan shall be taken by at least 2/3 (two thirds) of the members of the Administrative Council, in a meeting specifically called for this end.

§2. The president of the Administrative Council may decide, ad referendumof the Council, matters that, due to their urgent character, cannot wait for the next meeting.

CHAPTER IV – ABOUT THE EXECUTIVE BOARD OF DIRECTORS

Article 28. The Executive Board of Directors, the body responsible for executive administrative actions, shall be made up of a general director chosen by the Administrative Council and at least five associate directors nominated by the Administrative Council after designation by the general director, chosen among professionals with well-known technical skills and executive experience.

Article 29. The term of office of the members of the Executive Board of Directorsshall be 4 (four) years, allowing for reelection.

Article 30. Theelection of the general directorshall take place during session with the presence of the absolute majority of its counselors, who shall take their decision by two thirds of the votes of those present.

Article 31. It is the duty of the Executive Board of Directors to:

I. plan, guide, and supervise all of MUSA’s services and activities;

II. submit a proposal to the Administrative Council regarding MUSA’s institutional policy;

III. establish MUSA’s annual guidelines and goals;

IV. elaborate MUSA’s annual work plan;

V. submit a workforce policy proposal that includessalaries and benefits allotted to MUSA’s employees, including members of the Board of Directors.

VI. propose a budget for the following year and submit accountability reports of the previous year for analysis and evaluation by the Administrative Council;

VII. propose MUSA’s rules of procedure and its subsequent alterations;

VIII. make decisions regarding the opening or extinction of MUSA’s research and exhibition centers inside and outside its main facility;

IX. plan and carry out MUSA’s activities, according to its pre-established institutional policy and following the annual directives approved by the Administrative Council;

X. propose regulations pertaining to MUSA’s human resources, construction work contracts, services, purchases, ownership transfers and finances.

XI. prepare MUSA’s annual activities and accountabilityreports;

XII. hire specialized services, respecting the limitations of budget allocations;

XIII. promote technical, administrative, and managerial studies and research in order to support the proposals submitted to the Administrative Council;

XIV. approve covenants as well as service and result agreements with natural persons or legal entities, respecting the guidelines established by the rules of procedure;

XV. carry out any other management actions required in the attainment of MUSA’s goals, following the institution’s legal, impersonal, moral, promotional, economical, and effectiveness principles.

§1. Resolutions made by the Executive Board of Directors require the presence of the absolute majority of its members and the approval of most of those present.

§2. The general director may decide, ad referendumof the Executive Board of Directors, matters that, due to their urgent character, cannot wait for the next meeting.

§3. The general director represents MUSA both actively and passively, in legal proceedings or elsewhere, having the authority to name procurators, representatives or proxies for specific purposes.

§4. The Executive Board of directors shall meet at least once a month.

§5. The associate directors help the general director carry out the resolutions made by the Board of Directors, with at least one of them becoming co-responsible, along with the general director, for MUSA’s financial transactions.

Article 32. The general or associate director who violates MUSA’s legal and regulatory guidelines or oversteps their sphere of authority shall lose their position, pending decision by the absolute majority of the Administrative Council.

TITLE IV – ABOUT ASSETS AND REVENUE SOURCES

CHAPTER I – ABOUT ASSETS

Article 33. MUSA’s assets consist of:

I. monies, movable and immovable assets donated or awarded at MUSA’s onset;

II. annual membership fees, donations, aids, sponsorships, and gifts received by the museum;

III. assets and rights acquired by the institution.

Single paragraph – MUSA is barred from acquiring assets from any group of individuals or trade associations that do not carry out philanthropic work in the environmental, educational or scientific areas.

CHAPTER II – ABOUT REVENUE SOURCES

Article 34. MUSA’s revenues come from:

I. any contracts and agreements with governmental bodies and national and foreign private agencies;

II. the administration of its own assets;

III. the production and commercialization of technologies, services, and products, the receipt of royalties and the assignment of manufacturing licenses of said products and services to third parties;

IV. contributions made for any purpose by public and private, national and international natural persons or legal entities;

V. loans taken from national and international bodies that finance scientific and technological development;

VI. percentages, as defined in agreements or covenants;

VII. businesses conducted by users of MUSA’s facilities and infrastructure;

VIII. other revenue sources allotted to the museum.

Article 35. MUSA’s assets and revenues shall be used entirely towards the achievement of its goals, as defined by article 4, with the distribution of assets or portions of its net worth being barred under any circumstances, including the resignation, withdrawal or death of any of MUSA’s members or associates.

CHAPTER III – ABOUT THE FINANCIAL YEAR AND ACCOUNTABILITY

Article 36. The financial year shall coincide with the calendar year, ending each year on December 31.

Article 37. The Executive Board of Directors shall submit to the Administrative Council a budget proposal for the following year, in which capital and maintenance expenditures shall be separately specified.

Article 38. Each year’s accountability shall be submitted to the Administrative Council by the last working day in February of the following year.

§1. The accountability shall follow Brazilian accounting principles and regulations.

§2. The accountability shall provide the following accounting-financial statements:

I. balance sheet;

II. profit and loss account statement;

III. comparative table of the budget revenue and the actual revenue;

IV. comparative table of authorized expenses and actual expenses.

TITLE V – ABOUT GENERAL AND TRANSITIONAL PROVISIONS

CHAPTER I – ABOUT DOUBTS AND OMISSIONS

Article 39. Eventual quandaries or omissions in this statute shall be settled, ad referendum, by the Administrative Council.

CHAPTER II – ABOUT THE DISSOLUTION

Article 40. MUSA shall be dissolved only by unanimous proposal by the Administrative Council, approved by the General Assembly, in a session called specifically for this end, with the presence of the absolute majority of its members, the decision being made by two thirds of the votes of those present.

Single paragraph. In the event of MUSA’s dissolution, the remainder of its net worth shall be transferred to another nonprofit organization with the same social goals as MUSA, chosen by resolution of the General Assembly.

This statute shall take effect on the date of its registration.

Manaus, November 8th, 2013