Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Art. 24. The Company will be represented in all acts, operations and documents
that is binding upon it:
I- by any two members of the Executive Board;
II - by a member of the Executive Board together with a specifically designated
attorney-in-fact to represent the Company; or
-
III by two attorneys-in-fact together specifically designated to represent the
Company.
§ 1° Subject to the provisions set forth in Paragraph of this article 24, the
Company's powers of attorney will be jointly signed by any two members of the Executive
Board, being one, necessarily, the CEO, or 1 (one) Executive Vice President, Senior or not.
The powers of attorney should indicate the powers of the attorneys and the validity.
§ 2º Two Officers will be empowered to decide on the opening, transfer or closing
of branches, offices or representative offices, in Brazil or overseas.
§ 3º The Company may be represented in court, in proceedings at administrative
level or in acts which require the personal appearance of a legal representative, by any
member of the Executive Board and for these purposes it may appoint a proxy-holder with
special powers, including those of receiving an initial summons, court requirements or
notifications. The instrument of mandate, in terms of this paragraph, may be signed by a
single Officer, without the remaining formalities in the first paragraph being applicable.
Art. 25. Exceptions to the provisions of the preceding Article include
the simple endorsement of securities for collection and the endorsement of
checks for deposit to the Company's own account, in which cases, for such
acts to be valid, the signature of one (1) proxy-holder or of one (1)
employee expressly authorized by any member of the Executive Board,
excluding Officers without specific designation, will suffice.
Art. 26. The Company may be represented by any member of the
Executive Board acting alone, or by a single proxy-holder: a) in dealings with
companies, government offices, local authorities, semi-public companies or
utilities companies, it being possible in such cases, among other things, to
sign letters forwarding documents, and documents forming part of
processes subject to the examination of regulatory bodies; and b) in General
Meetings, General or quota holders' meetings of companies or investment
funds in which the Company has an interest, as well as of entities in which it
is a partner or affiliate.
Art. 27. In terms of Article 20 of these Bylaws, the CEO or his
substitute in person must:
preside over and manage all the Company's business and
I
activities;
II
-
comply with and ensure compliance with these Bylaws, the
resolutions of General Meetings and the guidelines of the Board of
Directors, and chair the meetings of the Executive Board, except in the
situation described in item II of paragraph 1 and of paragraphs 2 and 3, all
of Article 21 of these Bylaws, in which cases the meetings of the Executive
Board may be chaired by any of its members;
-
III supervise the management of the members of the Executive
Board, requesting information about the Company's business;
IV - define the duties of the members of the Executive Board, except
as provided in item VII of Article 22 of these Bylaws; and
V - use a casting vote in the event of a tied ballot in deliberations of
the Executive Board.
30View entire presentation