Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§3° In case of vacancy of the position of Chairman of the Board of Directors, the
Vice Chairman will assume his/her functions, remaining such post unaltered. In the event
of vacancy in the position of Vice Chairman, the Chairman will nominate his/her successor
among the remaining Directors. In case of vacancy of the position of Board of Directors'
member, and if necessary to compose the minimum number of members mentioned on
caput of Article 14 of this Bylaws, the Board of Directors shall nominate/appoint, ad
referendum of the next General Meeting to be held, his/her successor.
Art. 16. The Board of Directors will normally meet four (4) times in each year, but
meetings may be held more frequently if the Chairman of the Board of Directors shall so
desire.
§1° The call notices for the meetings will be made through a notice in writing
delivered to each member of the Board of Directors within at least five (5) business days in
advance, unless the majority of the members in exercise determines a lower term, but not
below forty eight (48) hours, as set forth in Paragraph 3 hereof.
§ 2º The notices shall indicate the place, date and time of the meeting, and shall
include a summary of the agenda.
§ 3º The presence of all the members shall permit meetings of the Board of
Directors to be held without prior notice.
§ 4º The meetings of the Board of Directors should be held at the Company's head
offices, or, if so decided by all Directors, in another place. The members of the Board of
Directors can also meet by means of conference call or video conference or any other
similar communication means, which will be conducted on real time, and be considered as
one single act.
§ 5º The meetings of the Board of Directors will be valid if attended
by a minimum quorum of fifty percent (50%) of the elected members. If no
quorum exists at the appointed time, the Chairman shall call a new meeting
of the Board of Directors, giving at least two (2) business days' notice, and
the reconvened meeting may be held without the need for a quorum.
Matters not on the agenda for the original meeting of the Board of
Directors may not be considered at the reconvened meeting, unless all the
members are present and expressly agree to the new agenda.
§ 6º The secretary of the meetings of the Board of Directors will be
appointed by the chairman of the meeting and all resolutions will be
included in the minutes drafted in a specific book, and those that affected
third parties should be published..
§ 7º The resolutions of the Board of Directors will be made by the
majority of votes among the attending members.
Art. 17. In addition to the attributes accorded by law or by the
Bylaws, the Board of Directors will be responsible for the following:
I.
To comply with and to ensure compliance with these Bylaws
and resolutions of General Meeting;
II. to set the general guidelines for the business and operations
of the Company;
III. to appoint and dismiss Officers and to define their duties;
IV. to set the compensation, the indirect benefits and the other
incentives of the Officers, within the global management compensation
limits approved in the General Meeting;
V. to monitor the management performance of the Officers; to
examine the Company's books and documents at any time; to request
information about agreements entered into or being negotiated and about
any other acts;
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