Statute

Institute for Global Sustainable Science, Technology Innovation

Statute

Chapter I

Name, Seat, Duration, and Purposes

Article 1 The Institute for Sustainable Global Science, Technology and Innovation is a non-profit association, of a private law nature, with headquarters and jurisdiction in the and jurisdiction in the State of Rio de Janeiro, in the City of Rio de Janeiro, Street Pedro Lessa, 35 - Sala 1207 - Centro - Rio de Janeiro – RJ – CEP: 20.030-030, governed by these by these Bylaws and by the other applicable legal provisions, and its duration is indefinite term.

Paragraph 1 This Institute of Science, Technology and Sustainable Global Innovation is created in the form of a Scientific, Technological and Innovation Institution (STI) oriented by the perspective of sustainability, of private non-profit law, according to Decree No. 9,283 of 07/02/2018, which regulates the New Legal Framework for Science, Technology and Innovation, Law No. 10.406 of 10/01/2002 from article 53 to article 61, Law no 13.243 of 11/01/2016, from Law no 10.973 of 02/12/2004 and the Constitutional Amendment Constitutional Amendment no. 85 of 02/26/2015.

Paragraph 2 The Institute of Science, Technology and Global Sustainable Innovation may be characterized and legally represented as a Global Sustainable ICT.

Paragraph 3 For the fulfillment of its purposes, the Global Sustainable ICT may as many units as necessary, and may open and/or close branches and offices in any part of the national territory. and offices in any part of the national territory or abroad, upon deliberation of the of the General Assembly.

Article 2 The Institute's purposes are:

a) Develop scientific and technological research projects that make use of technologies with the objective of creating sustainable and innovative solutions for problems with political, social, economic, environmental political, social, economic, environmental and cultural impact;

b) Create projects and undertake training, capacity building, and professional qualification courses training courses in all levels of education in the areas of education, management, and environment, for the public environment, for the public and private sectors and civil society organizations, always oriented oriented by sustainability and innovation as conditions that provide socio-environmental responsibility;

c) Promote digital innovation, developing open, public and distributed infrastructures and encouraging new sustainable and inclusive social and economic models based on love, solidarity and the common good;

d) Always develop sustainable and innovative products, services or processes;

e) Facilitate interaction and strengthen the relationship between the academic and private sectors, Government, civil society organizations, and international organizations through an inclusive and non-profit initiative, always with the objective of promoting sustainability and sustainability and innovation in various areas of knowledge;

f) Act as an aggregator pole between different Scientific, Technological and Innovation Institutions (ICTs), from Brazil and abroad, promoting the transfer of knowledge and technologies and undertaking the culture of sustainability, innovation and technological sustainable technological development in Brazil;

g) Providing an access point for qualified talent from ICTs to the private sector, providing an unbureaucratic organizational structure that enables researchers to engage in sustainable and innovative challenging projects together with the private sector private sector, government and civil society organizations;

>h) Seek within the moral and legal precepts financial contribution by the private sector and national and international public funding instruments to finance projects together with academia with the academia through the financing of human resources, organization of events, development of startups, research projects sustainable development and innovation, consulting, technological services mobility of researchers, and possibly acquisition of software or hardware;

i) Ideate, plan, promote, organize, coordinate and evaluate partnerships and participate proactively in programs related to the financing and sustainable development of innovative sustainable development of innovative projects of a scientific and technological nature related to the various areas of knowledge;

j) To strategically support public sector entities that act in the formulation, guidance and execution of sustainable and innovative policies related to human and local/global development human and local/global development;

k) Support strategically, technically and technologically private sector entities, government and civil society organizations supporting the formulation and execution of sustainable and innovative sustainable and innovative business strategy;

l) Promote professional partnerships in line with its expertise among the public administration, private and civil society organizations, and international organizations, through international organizations, through mutual cooperation, to perform activities of public and reciprocal interest public and reciprocal interest;

m) Driving the advancement of digital technologies, especially sustainable and innovative ones, promoting the strategic aspects of the area and supporting policy makers, public policy makers, private and civil society organizations providing socio-environmental responsibility responsibility;

n) Promote the development of research activities, sustainability, innovation consulting, technical and technological services, sustainable and innovative entrepreneurship, educational and innovative entrepreneurship, educational, cultural, and training and development activities aimed at dissemination of knowledge in technologies;

o) Support Scientific, Technological and Innovative Institutions (ICTs) in the development the culture of sustainability and innovation.

Article 3 To achieve its purposes, the Global Sustainable ICT may:

a) Create, plan, support, forecast, provide, develop and undertake research projects development, innovation, consulting, providing technical services, technological innovative sustainable entrepreneurship, business, socio-environmental, cultural and educational;

b) Promote studies, debates, research, congresses, symposiums, worhshops, webinars lives, curatorships, conferences, seminars, courses, fairs, consultancies, workshops, dialogues shows, lectures, festivals, exhibitions, auditions, film screenings and other audiovisual and related events;

c) Promote the formation, training, and professional, intellectual, and human qualification of individuals, groups and companies from the public and private sectors and civil society organizations, at all levels of education, as well as to develop methodologies and instruments that can contribute to the dissemination of scientific, social and cultural knowledge;

d) Granting scholarships, total or partial, and daily allowance for the improvement of professionals, specialists devoted to the generation and diffusion of sustainable and innovative knowledge and innovative knowledge useful to the scientific and technological development process;

e) Hire and remunerate technicians, specialists, professors, researchers administrators, and other professionals integrated into the sustainable and innovative projects of the Global Sustainable ICT;

f) To grant incentive awards to technicians and/or professionals who have contributed, in a notable contributed in a remarkable way to the development of the digital technologies area, in particular (App) applications that contribute to the development of the culture of sustainability sustainability and innovation;

g) Organize or promote the production, editing, publication and distribution of audiovisual works, books, didactic materials, periodicals, articles, applications and any media or support, especially those related to sustainability and innovation;

>h) Finance the rendering of services, including advisory services and technical and technological and scientific services for the development of projects directly related to its objectives, especially its objectives, especially those aligned with its guiding condition: sustainability and innovation;

i) Capture, in accordance with the legislation, material, technological, and financial resources with national and international entities, and the public, private, and civil society of civil society organizations, for the implementation of actions and projects aimed at benefiting the sustainable and innovative enterprise of the aforementioned sectors in favor of the evolution of local and global society;

j) Enter into covenants, agreements, partnerships, contracts, and other legal instruments with individuals or legal entities, of public or private law, national or international;

k) Manage and administer resources for the creation, implementation, execution, organization control and evaluation of projects, for the account and order of third parties;

l) Establish exchange or partnership with public or private institutions and organizations organizations, both domestic and foreign, for the promotion of research and technological development activities technological development with a focus on sustainability and innovation, with the possibility of entering into agreements agreements, accords and contracts, including for the financing of its initiatives, for the acquisition of goods acquisition of goods, equipment and activities inherent to its strategic objectives and generation of revenue for the fulfillment of its necessary activities;

m) Provide consulting, auditing, developing, advising and managing third-party services as long as they are related to its purposes;

n) Develop and publish methodologies, pedagogic and didactic strategies for the development of teaching, research development of teaching, research, and extension in the search for sustainable and innovative education innovative education in their respective areas of activity, for the sake of greater organicity and dynamism of the integration of theory and practice;

o) Establish, scale up and maintain sustainable and innovative technical and technological infrastructure innovative infrastructure;

p) Exploit the results of its work and always exercise its rights relating to intellectual property;

q) Strive in its entirety for ethics in intellectual and scientific production so as to continuously combat any situations of plagiarism;

r) Establish specific funds and apply resources in the formation of a profitable and sustainable assets in order to favor the improvement of the entire ecosystem of teaching and research oriented by sustainability and innovation;

s) Implement, operate or participate in technology-based incubators, and incubated companies incubated companies that aim to undertake sustainable and innovative actions and/or activities innovative actions and/or activities;

t) Participate, as an associate or shareholder of other legal entities, by means of prior authorization of the Board of Directors.

Paragraph 1 The execution of the activities foreseen in this article is configured through direct execution of projects, programs and/or action plans, or by making available physical, human of physical, human, and/or financial resources to projects and programs developed by civil society organizations and public sector bodies that act in similar areas, and may enter into contracts, agreements, terms of cooperation and/or partnership, management contracts and other instruments, with individuals or legal entities, public or private private, national or foreign.

Paragraph 2 In the performance of its activities, ICT Sustentável Global may use human resources and materials supplied by its Associates and partners.

Paragraph 3 In carrying out its purposes, the Global Sustainable ICT will observe the principles of legality, impersonality, morality, publicity, economy and efficiency, and will not efficiency, and will make no distinction as to disability, race, color, gender, sexual orientation, social sexual orientation, social condition, political or religious orientation.

Paragraph 4 The Global Sustainable ICT, by decision of the General Assembly, will adopt Internal Rules of Procedure to regulate administrative and financial procedures, as long as they does not conflict with the provisions of these bylaws.

Chapter II

Associates

Article 4 The membership of ICT Sustentável Global will be composed of an unlimited number of unlimited number of Associates, natural or juridical persons, who join it voluntarily and voluntarily and who wish to collaborate with the accomplishment of its purposes, approved the conditions foreseen in these Bylaws and that will be qualified in the following categories:

a) Founding Members: individuals present at the Constitution Assembly, signatories of the Minutes of the General Assembly for the Constitution of ICT Sustentável Global;

b) Effective Associates: individuals or legal entities thus admitted by decision of the General Assembly;

c) Meritorious Associates: individuals or legal entities that in any way help the Sustainable Global ICT to fulfill its objectives, and who will be nominated by at least 3 (three) associates (three) associates, who will be non-voting members.

Paragraph 1 The Associates, regardless of category, are neither subsidiary and jointly and severally liable for the obligations and charges assumed by ICT Sustentável Global, unless they act with excess of mandate or against the law.

2nd paragraph In case of resignation, exclusion or death, the Associates will not have right to indemnity or compensation of any kind or nature.

3rd Paragraph It is a requirement for the admission of new Members that they agree to the terms of these Bylaws, any Internal Rules or manuals, if any, and have their request for admission approved by the of admission approved by the General Assembly.

Article 5º Associates may withdraw from ICT Sustentável Global at any time, by filing their resignation request with the Chief Executive Officer.

Article 6 The following are the rights of all Founding and Effective Associates, under the terms of the Law and of the present Bylaws:

a) Propose measures and actions in the interest of Global Sustainable ICT;

b) Participate in the election to the governance and management positions of the Global Sustainable ICT;

c) Have access to the full content of these Bylaws, as well as the Internal Rules and other internal policies of ICT Sustentável Global;

d) Participate with the right to voice and vote in the General Assemblies;

e) To request information about the accounting and financial statements of ICT Sustentável Global;

f) Appeal to the General Assembly in case of application of penalty or exclusion from the membership;

g) Request the summoning of a General Assembly, obeying the quorum foreseen in Articles 19 and 21 of these Bylaws.

Article 7 The duties of all Members are

a) Comply with and enforce these Bylaws, the decisions of the General Assembly, as well as the the Internal Regulations and other internal policies and rules that may be adopted adopted;

b) To watch over the faithful fulfillment of the purposes of ICT Sustentável Global, as well as the conservation of the assets of the Sustainable Global ICT and its reputation;

c) Defend the assets and interests of the Global Sustainable ICT;

d) Report to the General Assembly or the Board of Directors any irregularity verified within the Sustainable Global ICT;

e) To abide by the decisions of the governance and management bodies of ICT Sustentável Global made in compliance with these Bylaws and the law;

f) Contribute to the achievement of the purposes of the Global Sustainable ICT;

g) Communicate to the President Director, in writing, whenever there is a change of domicile, e-mail and/or telephone;

h) Pay to the coffers of ICT Sustentável Global the annuity that may eventually be established by the Board of Directors, in accordance with parameters established by the Board of Board of Directors.

Article 8 The Associates will be subject to the penalties of warning, suspension or exclusion for just for just cause, according to the nature of the infraction, by reasoned decision of the of the Board of Directors and approved by the General Assembly.

Article 9 If there is just cause, Members may be excluded extrajudicially by a grounded decision of the Board of Directors, in a procedure that assures the right to the right to defense, in the following hypotheses:

a) When they fail to fulfill any of their duties; or

b) When they seriously and/or repeatedly violate any statutory provision, regimental or any decision of the governance and management bodies that are in consistent with these Bylaws and the law; or

c) When they practice any act for their own benefit or that implies disfavor or discredit to the Global Sustainable ICT or its members; or

d) When they engage in any conduct that proves harmful to the development of the purposes of the Global Sustainable ICT.

Single Paragraph. The Associate that suffers any penalty may present, within fifteen (15) days from the date of acknowledgment of the decision, an administrative appeal, with effect, to the Director President, who will be in charge of convening a General Assembly specifically specifically to decide, in a final instance, on the revision or not of the penalty, under the terms of these terms of these Bylaws.

Chapter III

GLOBAL SUSTAINABLE ICT PATRIMONY AND SOURCES OF RESOURCES

Article 10 The assets of the Global Sustainable ICT will consist of movable, immovable rights and financial resources acquired, or received in the form of donation, legacy grant, sponsorship, assistance, or in any other licit form, and shall be managed and used only for the strict fulfillment of its purposes.

Article 11 The sources of funds of the Global Sustainable ICT are:

a) Aids, contributions, donations, bequests, sponsorships, subventions and other licit acts of the liberality of Members or third parties;

b) Property and financial revenues;

c) Agreements signed with other public or private, national or international institutions international public or private institutions, aiming at the development of specific projects or activities with a focus on on sustainability and innovation;

d) Production of sustainable and innovative goods and/or services;

e) Sale of publications and/or material for the dissemination of technical and/or technological information inherent to sustainability and innovation;

f) Exploitation or assignment of its rights related to intellectual property;

g) Annuity set by the Board of Directors, in accordance with parameters established by the Board of Directors, fees, registration and other contributions;

h) Other revenues whose entire proceeds will necessarily revert to ICT Sustainable Global for the achievement of its purposes.

Paragraph 1 The Board of Directors may reject donations, legacies sponsorships, subsidies or aid that contain charges or liens of any kind, or of any kind, or that are contrary to the purposes of ICT Sustentável Global, the nature nature of this and/or the law.

2nd Paragraph The Global Sustainable ICT will invest its assets in legally constituted institutions, meeting the criteria of security of investments and maintenance of their real value, with a view to its real value, aiming at accomplishing its statutory objectives, with the deposits and The deposits and movement of cash are made exclusively in accounts of the ICT Sustentável Global, accounts with credit institutions.

Article 12 All of the assets and revenues of the Global Sustainable ICT must be reverted to the maintenance and development of its maintenance and development of its purposes, being forbidden the distribution of any part of its The distribution of any part of its assets or revenues for any reason whatsoever among the Associates is forbidden, founders, benefactors, directors, advisors or any other individual or legal entity, except for legal entity, with the exception of expenses and goods necessary for its administrative administrative.

Article 13 In the event of dissolution of ICT Sustentável Global, the respective net worth will be transferred to another non-profit legal entity, with the same purposes as those of the ICT Sustentável Global, to be chosen and approved by the and approved by the General Assembly, which complies with the requirements established in Law No. 13.019/2014.

Paragraph 1 The institution that receives the assets of the Global Sustainable ICT may not distribute profits, dividends, or any other similar advantage to its Associates or managers.

Paragraph 2 The institution defined to receive the assets of the Global Sustainable ICT on its boards and staff, persons related to the Councils of the Global Sustainable Global Sustainable ICT, including spouses, companions or relatives in a direct, collateral or by straight line, collateral or by affinity, up to the second degree.

Chapter IV

GOVERNANCE AND MANAGEMENT BODIES

Article 14 The governance and management of Global Sustainable ICT will be exercised by the General Assembly, the Board of Directors, the Executive Board, and supported by the Board of Fiscal and the Scientific Council.

Single Paragraph. The governance and management bodies of the Global Sustainable ICT shall develop the necessary activities for the achievement of its purposes, fully respecting these Bylaws and the fully respecting this Statute and the legal provisions.

Article 15 In relation to the members of the bodies of the Global Sustainable ICT, the following must observe the following:

a) Any participation in the economic results of the Global Sustainable ICT is forbidden;

b) They may not receive amounts for payment of personal expenses; however, However, they may advance or reimburse expenses incurred in the service of ICT Sustainable Global, including travel, upon accountability;

c) They will not answer, not even subsidiarily, for the obligations assumed by the ICT Global Sustainable ICT by virtue of a regular act of governance and management, being liable However, they are liable in that capacity, both civilly and criminally, for acts harmful to third parties or to ICT Sustentável Global itself Global Sustainable ICT itself, practiced with excess of mandate, malice or guilt;

d) They will be personally responsible for the non-compliance, in the legal regulations and bylaws, of their duties as managers and investors of the assets and and revenues of ICT Sustentável Global, for the timely rendering of accounts of their management and for subjecting the management to the control systems applicable to the associations associations;

e) The Board of Directors and the Executive Board may have a common member, while The member of the Fiscal Council is forbidden to participate in any other organ of ICT Sustainable.

f) The members of the Board of Directors, the Executive Board, the Fiscal Council and the Scientific Council shall not receive any remuneration for the services they render to the Global Sustainable ICT in this capacity.

Article 16 The governance and management bodies of the Global Sustainable ICT shall adopt management practices management practices necessary and sufficient to prevent anyone, individually or collectively, from obtaining or collective, of personal benefits or advantages as a result of participation in decision-making in decision-making processes.

Section I - GENERAL ASSEMBLY

Article 17 The General Assembly is the sovereign deliberating body of ICT Sustentável Global and will be composed of all Associates who are in full possession of their statutory rights. statutory rights.

Article 18 The General Assembly shall be responsible for:

a) Discuss and deliberate on any and all matters of interest to ICT Sustentável Global;

b) Approve the admission of new Associates, as well as the creation of different categories of Associates;

c) To elect or dismiss members of the Board of Directors and Fiscal Council, as well as members of the Scientific Council and deliberate on the filing of a liability lawsuit against any of them be proposed against any of them, including providing for the removal from office until the removal from office until the respective judicial decision.

d) Approve the financial statements and the activities report, respectively respectively, contracted and prepared by the Executive Board;

e) Approve the annual budget and strategic plan for the following year, prepared by the Board of Directors;

f) Deliberate on the acquisition, disposal, lease, encumbrance and encumbrance of real estate of the Global Sustainable ICT;

g) Decide, in a definitive manner, on the application of just cause penalties, under the terms of Articles 8 and 9 of these Bylaws;

>h) Decide on the dissolution, extinction or liquidation of ICT Sustentável Global, as well as the destination of the as well as on the destination of the remaining assets, respecting Articles 13 and 43 of these Bylaws Articles 13 and 43 of these Bylaws;

i) Partially or totally alter these Bylaws, as well as the Internal Rules and eventual other policies, if any; and other policies, if any; and

j) Resolve cases omitted in these Bylaws.

Article 19 The General Assembly will meet ordinarily, once a year and, extraordinarily whenever necessary, for the discussion of matters involving the interests of the interests of ICT Sustentável Global, convened by the CEO, or by 1/5 (one-fifth) of the Associates. fifth (1/5) of the Associates.

Article 20 The General Assembly will be convened by prior general announcement, by means of a notice notice sent to all Associates by e-mail, or any other means of communication with notice of receipt, and also by means of a notice posted at the headquarters of ICT Sustentável Global at least seven (7) days in advance, mentioning the agenda, date, time and place in which it will be held

Single Paragraph. The call notice may be dispensed with if all Members attend the General Assembly.

Article 21 The General Meeting shall be convened on first call with the presence of two (two thirds) of the Members with voting rights and, on second call, after thirty (30) minutes, with any number of Members present. (thirty) minutes, with any number of Members with voting rights present.

Article 22 Subject to the limitations of these Bylaws, the decisions of the General Assembly shall be taken by the majority of the Members with voting rights present. case of a tie, the Chairman of the Meeting will have the casting vote.

Paragraph 1 The Chief Executive Officer will preside over the General Assembly and choose someone to secretary.

Paragraph 2 The deliberations of the General Assembly will be drawn up in minutes, signed by those present and duly recorded.

3rd Paragraph Members will be considered present at General Assemblies, even not physically present at the place where they are held, if they can, by means of telephone, online videoconference or other similar means of communication, remain in direct direct contact with the other Members, listening to each other respectively.

Section II - THE BOARD OF DIRECTORS

Article 23 The Global Sustainable ICT will be managed by a Board of Directors which will be a collegiate decision-making body, composed of up to 7 (seven) members, all all of them individuals, residing in Brazil, elected by the General Assembly, as follows:

a) 4 (four) members chosen from among the Founding Associates, as sitting members;

b) The three (3) residual and optional vacancies will be filled by citizens of unblemished reputation, appointed jointly by the members mentioned in paragraph a).

Single paragraph. The Board of Directors may include in its composition members of the Executive Board.

Article 24 The members of the Board of Directors will have a term of office of 5 (five) years, reappointments are allowed, and their term of office shall extend until their successors or substitutes successors or substitutes by means of signing the instrument of investiture.

Paragraph 1 Upon expiration of their term of office, the members of the Board of Directors shall remain in their positions until the election and investiture of their substitutes or reelection.

Paragraph 2 In the event of vacancy of office, absence or temporary impediment of any member of the Board of Directors for a period longer than thirty (30) days, the General Meeting may appoint a substitute, who shall remain in the position until the return of the absent or of the absent or impeded member, or until the end of the term of office, whichever occurs first.

Paragraph 3 In case of prolonged absence exceeding ninety days, removal, resignation of a member of the Board of Directors, it shall be incumbent upon the General Meeting to the indication of a substitute, who shall remain in the position until the end of the term of office of the replaced member.

Article 25 The Board of Directors will have a Chairman, chosen from among the members mentioned in Article 23(a), and a Secretary, elected by the General Assembly for a term of 5 (five) years:

Paragraph 1 It is incumbent upon the Board of Directors:

a) Establish the guidelines, criteria and conditions for implementing the policy defined by the General Assembly, in compliance with the provisions of these Bylaws, in order to achieve its purposes purposes;

b) Ensure that, in the development of its activities, ICT Sustentável Global observes the law and this Statute, as well as the Internal Regulations and any other policies;

c) Propose to the General Assembly alterations to this Statute, as well as to the Internal Rules and any other policies of ICT Sustentável Global;

d) To impose guidelines for the sustainable administration of the assets of the Global Sustainable Global;

e) Draw up the strategic planning or annual guidelines plan to be executed by the Board;

f) Decide on the application of just cause penalties, under the terms of Articles 8 and 9 of these Bylaws;

g) Decide on cases of absence and removal of its members;

h) Electing and dismissing the Board of Directors and the Scientific Council, establishing their attributions, observing the provisions of these Bylaws;

i) to establish parameters for the Board of Directors to set the amount of the annual dues owed by the Effective and Founding Members, whose amount must be approved by the General Assembly Assembly;

j) Supervising the management of the directors, at any time, on all the information contained in the books and any other in the books and in any other means pertaining to ICT Sustentável Global, including access access to contracts entered into or about to be entered into, and any other acts;

k) Convene the General Assembly when it deems appropriate;

l) To express an opinion on the management report and the accounts of the board of directors;

m) To manifest in advance on acts or contracts, when the bylaws so require;

n) Authorizing extraordinary expenses that are not foreseen in the approved annual budget annual budget; and

o) Propose institutional partnerships.

The Board of Directors is forbidden to accept donations and bequests that originate conditions or charges that are contrary to these Bylaws or to the purposes of ICT Sustentável Global.

Paragraph 3 The Board of Directors will meet at least annually and may meet extraordinarily upon the call of its Chairman, any of its members or the Chief Executive Officer. its members or the Chief Executive Officer.

Paragraph 4 The decisions of the Board of Directors will be taken by a simple majority majority of its members. In case of a tie, the Chairman of the Board of Directors will have the casting vote.

Paragraph 5 In addition to his functions as a member and the casting vote provided for in paragraph 4 Article 25, paragraph 4 it is incumbent upon the Chairman of the Board of Directors Board of Directors, to call and prepare the meetings of the Board of Directors, and to direct and conduct such meetings. conducting such meetings. The Secretary shall be responsible for assisting the Chairman in opening and meetings of the Board of Directors and to take the minutes of such meetings.

Paragraph 6º No person may be elected to the Board of Directors (i) who (i) are members of the Government or Public Prosecution Service; (ii) are managers of the same sphere of government in relation to which the Global Sustainable ICT has (ii) who are leaders of a public administration body or entity of the same governmental sphere in relation to which ICT Sustentável Global has (iii) that are spouses, companions or relatives in a direct line, partners or relatives in a direct, collateral or by affinity, up to the second degree, of any of the any of the people listed in items "i", "ii" and "iii" above partnerships have been judged irregular or rejected by an Audit Court or Council of any (iv) whose accounts related to partnerships have been judged irregular or rejected by an Audit Court or Council of any sphere of the Federation, in an unappealable decision, in the last 8 (eight) years; (v) that have been judged responsible for a serious fault and disqualified for the exercise of commission or function of trust, for as long as the inability lasts; and (vi) who have been held responsible for (vi) who have been held responsible for acts of improbity, while the periods established in items I, II, III and IV of Article 12 of Law no. 8,429/1992, pursuant to Article 39, VII, of Law No. 13,019/2014.

Paragraph 7 The Members of the Board of Directors shall not have any financial, labor or tax liability, except in the case of a member who member who eventually accumulates the function of Officer.

Article 26 The members of the Board of Directors will not be remunerated

Section III - THE BOARD OF DIRECTORS

Article 27 The Executive Board will be composed of three (3) Directors, chosen from among the Founding and Full Associates Members, elected and appointed by the Board of Directors for a term of office of five (5) years. term of office of five (5) years, reappointments allowed.

1st Paragraph Once the term of office expires, the Officers will remain in the exercise of their duties until their substitutes take duties until their substitutes take office, upon their signature of a term of term of office extension.

2nd paragraph In the exercise of their management, the Directors must observe the rules provided for in these Bylaws, in the legislation in force and in the internal rules and regulations approved by the Board of Directors.

3rd paragraph In case the Chief Executive Officer resigns from office, or is removed in the provided for by law, he shall be replaced by the Executive Vice-President, pursuant to these Bylaws or Bylaws or judicial deliberation, as the case may be.

Paragraph 4 The Executive Board will have assistants and consultants to carry out its deliberations, who will be contracted according to their specific area of activity and designated as Superintendent Superintendent of People, Superintendent of Sustainable and Innovative Innovative Projects, Superintendent of Budget and Finance, and Superintendent of Marketing and Social Media.

Article 28 The Board of Directors shall be composed of:

Article 28 The Board of Directors shall consist of:

a) Chief Executive Officer

b) Vice President Director

c) Diretor Científico

Single Paragraph. The Board of Directors shall be responsible for:

a) Sustainably administer the assets of the Global Sustainable ICT, observing the guidelines imposed by the Board of Directors;

b) Plan, develop, direct, control, and evaluate all activities of the Global Sustainable Global, in accordance with the guidelines, criteria and conditions established by the Board of Directors Board of Directors for the implementation of the policy defined by the General Assembly;

c) Authorize the acquisition of rights and the assumption of obligations; d) Authorize the hiring, suspension and dismissal of employees and third parties of ICT Global Sustainable;

e) To prepare annually the financial statements and the report of activities of ICT Sustainable Global and submit them for review and approval by the General Assembly;

f) Prepare annually the budget proposal based on the strategic plan prepared by the Board of Directors for approval by the General Assembly;

g) Fixing the amount of the annual fee due from the Founding and Effective Members to be endorsed by the General Assembly and observing the parameters imposed by the Board of Directors. Board of Directors.

h) Establishing, making the Board of Directors aware of it: (i) the annual plan and its respective budget; (ii) the plan of positions, salaries and benefits;

i) Prepare and submit to the Board of Directors: (i) annual report, balance sheet and other (i) annual report, balance sheet and other year-end statements; (ii) proposals for the institution of scholarships, aids awards and other benefits;

j) Expressing an opinion on matters submitted to it and performing other attributions by the General Assembly or by the Board of Directors, within the sphere of its competence of its competence;

k) Deliberating, within its sphere of competence, on controversial matters or those omitted in these concerning ICT Sustentável Global, making these decisions known to the Board of Directors; and decisions to the Board of Directors; and

l) Hire and/or appoint Superintendents who will assist as consultants in the execution of the guidelines set by the governance and management bodies.

Article 29 The Chief Executive Officer is responsible for:

a) Represent Global Sustainable ICT individually, actively and passively, judicially and extrajudicially, or, in cases where the Bylaws of the Global Sustainable ICT so require, jointly with the statute so requires, jointly with the Executive Vice President;

b) Convene and preside over the Ordinary and Extraordinary General Meetings;

c) Be responsible for the performance of the functions and attributions of the Board of Directors, defining the distribution among the other Directors;

d) Exercise, in the meetings of the Board of Directors, the casting vote, in addition to the personal vote personal vote;

e) To promote and foster ethics and the highest standards of corporate governance within scope of Global Sustainable ICT and in strict compliance with legal standards;

f) To ensure compliance in the relationship with companies and other individuals or legal entities, ensuring the highest level of access to information and transparency;

g) Receive requests to terminate the membership of Associates;

h) Any other duties designated by the Board of Directors; and

i) Hire the Superintendent of Personnel, Superintendent of Budget and Finance, and Superintendent of Marketing and Social Media and determine the manner of their respective hires.

j) Hire the Superintendent of Sustainable and Innovative Projects based on the choice and manner of hiring determined by the Chief Scientific Officer.

Article 30 The Vice President Director shall be responsible for:

a) Represent the Chief Executive Officer in his/her absences;

b) Seek out new partnerships in the public, private and third sectors that meet the principles of the Global Sustainable ICT;

c) Encourage the participation of new academic, scientific and innovation sector entities for the achievement of the objectives of the Global Sustainable ICT; and

d) To manage in an integrated manner the projects being developed by the Global Sustainable ICT.

Article 31 The Scientific Director shall be responsible for:

a) Give priority to the execution of projects that develop sustainable and innovative digital solutions to relevant socio-environmental issues;

b) Identify key technological trends that can lead to broader citizen participation in participation of citizens in the formulation of sustainable public policies that provide socio-environmental responsibility with the aid of digital technologies;

c) Mobilize, from awareness raising, the collective intelligence of local and global communities to create awareness, promote collective action, and contribute to meaningful social change change in an efficient, effective and efficient manner; and

d) To choose the Superintendent of Sustainable and Innovative Projects and determine his manner of hiring.

a) Open and close bank accounts, sign contracts with financial institutions, and a) Open and close bank accounts, sign contracts with financial institutions and operate bank accounts, representing institutions;

b) Grant powers of attorney;

c) Exercise custody and conservation of the assets of the Global Sustainable ICT;

d) Issuing, endorsing or accepting checks, as well as operating bank accounts bank accounts;

e) To execute, within the foreseen deadlines, the plan of activities eventually approved by the Board of Directors; and

f) To render accounts to the Board of Directors and to submit the Board of Executive Officers' report, the Board of Directors' report the Board of Directors, the balance sheet and other financial statements for the fiscal year just ended. for the fiscal year just ended.

Single Paragraph. The powers of attorney granted by ICT Sustentável Global shall always be signed by the Chief Executive Officer together with another Officer, and in addition to expressly mentioning the expressly mention the powers granted, they must, with the exception of those for judicial purposes contain a validity period, which may not exceed two (2) years.

Section IV - THE AUDIT BOARD

Article 33 The Fiscal Council of ICT Sustentável Global will be composed of 3 (three) members, appointed by the General Assembly, with a term of 3 (three) years, reelection being allowed, one of whom shall be the President Director.

Article 34 It is incumbent upon the Fiscal Council:

a) To examine the accounts of the Global Sustainable ICT and the activity report for the previous year and the financial statements for the year ending December 31 of the previous year, issuing an previous year, issuing an opinion on them to be forwarded to the General Assembly;

b) At the request of any of its members, request the external auditors independent auditors of ICT Sustentável Global, if any, for clarifications or information and the of specific facts;

c) At the request of any of its members, to ask the Board of Directors for clarifications or information, as well as the preparation of financial statements or special accounting statements;

d) The approval of the accounts by the Fiscal Council will be by simple majority; and

e) The dissenting vote must be justified, exempting the Director from any liability relating to what was contrary to its deliberated will.

Paragraph 1 The Fiscal Council will meet ordinarily, once a year, and extraordinarily, whenever necessary.

2nd paragraph interval of twelve (12) months must report to the Fiscal Council, within thirty (30) days thirty (30) days after the receipt of the notification, as to his interest and availability in continuing to participate in the body, failing which his term of office will be automatically appointed by the Board of Directors, who will take office under the terms of these Bylaws and will fulfill the term of office. under the terms of these Bylaws and will serve the remainder of the term of office.

3rd paragraph In the event of vacancy of office, absence or temporary impediment of any member of the Fiscal Council for a period longer than thirty (30) days, the the General Assembly may appoint a substitute, who shall remain in the position until the return of the absent or impeded absent or impeded member, or until the end of the term of office, whichever occurs first.

Paragraph 4 In the event of prolonged absence, removal, revocation, dismissal of a member of the Fiscal Council, the member of the Fiscal Council, it shall be incumbent upon the General Assembly to appoint a substitute, who shall remain in the position until the end of the replaced member's term of office.

Section V - THE SCIENTIFIC COUNCIL

Article 35 The purpose of the Scientific Council is to collaborate with the Board of Board of Directors in achieving the statutory objectives, in particular by proposing monitoring and evaluating the management model for sustainable and innovative projects and the areas of action.

Paragraph 1 The Scientific Council will be composed of at least 3 (three) members chosen by the Board of Directors, with a term of office of five (5) years, reelection being allowed, among reelection is allowed, among people of recognized competence from the academic, business or government sectors, business or governmental sectors.

Paragraph 2 The members of the Scientific Council cannot simultaneously participate in any other Administration body.

3rd paragraph The President and Vice-President of the Scientific Council will be chosen by their peers, at the first meeting of each fiscal year.

Paragraph 4 of 12 (twelve) months must report to the Scientific Council, within 30 (thirty) days from the date of the meeting 30 (thirty) days from the receipt of the notification, as to his/her interest and availability to continue in continuing to participate in the body, without which his mandate will be automatically automatically revoked and a substitute appointed by the Board of Directors, who will take office shall take office under the terms of these Bylaws and serve the remainder of the term of office.

Paragraph 5 In case of resignation, impediment, expiration or revocation of the term of office of Board Member, the General Assembly shall choose a new member, pursuant to this article.

Paragraph 6 The Members of the Scientific Council shall not have any financial, labor or tax financial, labor or fiscal responsibility.

Article 36 The Scientific Council will meet ordinarily at least 2 (two) times a year and, extraordinarily, whenever necessary.

Paragraph 1 The Scientific Council's deliberations will be made by simple majority, The President has the casting vote and the casting of a tie.

Paragraph 2 The minutes of the Scientific Council meetings will be written up and numbered by a Secretary designated by the President.

Article 37 The Scientific Council, which shall exercise a strictly advisory function, It is incumbent upon it:

a) Propose strategic priorities of a scientific and technological nature that are compatible with sustainable sustainable and innovative world trends, with the strategic signals from the market and government and with internal policies;

b) Stimulate the relationship with institutions of higher education and research and research and development institutions in Brazil and abroad, and effectively contribute to its deepening;

c) To issue opinions, indicators and other elements of scientific and technological nature appropriate to the management of these activities, including their definition, monitoring evaluation and control;

d) Evaluate the scientific and technological programs in progress, making sure that that they meet the established priorities and strategic goals both quantitatively and qualitatively.

Article 38 The President of the Scientific Council is in charge of:

a) Comply with and enforce, with the assistance of the other members, all the attributions of the Scientific Council;

b) Authorize the convening of meetings of the Scientific Council and preside over them;

c) Sign, once approved by the Scientific Council, the minutes of the meetings, together with the respective Secretary.

Article 39 The Vice-Chairman of the Scientific Council shall substitute the President in his/her absences and impediments. in his/her absences and impediments.

Chapter V

Accountability

Article 40 The accountability of the Global Sustainable ICT will observe at a minimum:

a) The fundamental accounting principles and the Brazilian Accounting Standards;

b) The publicity, by any effective means, at the close of the fiscal year, of the report of activities and financial statements, including the clearance certificates of debts with the Brazilian IRS and the FGTS, making them available for the examination of any citizen any citizen;

c) The performance of audits, including by independent external auditors if applicable; e

d) The provisions of the sole paragraph of Article 70 of the Federal Constitution, for the rendering of accountability for all resources and goods of public origin received by ICT Sustentável Global.

Chapter VI

THE AMENDMENT OF THE BYLAWS

Article 41 These Bylaws may only be altered at any time by the General Assembly, when such alteration is not contrary to the primary purposes and legal nature of ICT Sustentável Global, in an Assembly convened for this specific purpose, with the presence of at least 2/3 (two thirds) of all Associates with voting rights on first (1/3) of all Members with voting rights on the first call and 1/3 (one third) of all Members with voting rights on the other convocations and shall become effective on the date of its registration with a Notary Public.

Chapter VII

GENERAL PROVISIONS

Article 42 The Global Sustainable ICT will not distribute the results obtained in the exercise of its its activities, whether in the form of profits, bonuses or dividends.

Article 43 An updated record of the qualifications, addresses and e-mails of the members of members of the administrative bodies and the Associates, for the purpose of sending the communications communications and notices provided for in these Bylaws.

Article 44 Without prejudice to the specific rules for the election of directors established in these bylaws, the first members of the Board of Directors and the Board of Directors of the Global Sustainable ICT will be elected and sworn in by the General Assembly of constitution of the Global Sustainable ICT.

Article 45 Any cases omitted will be governed by the applicable legal provisions, especially the Civil Code, and by the resolutions of the Board of Directors.

Article 46 These bylaws will be effective as of their registration in a notary's office.

Article 47 The fiscal year of ICT Sustentável Global begins on January 1st and ends on December 31 of each calendar year.

Article 48 The Global Sustainable ICT may take out insurance in favor of any officer or director who incurs liability arising out of his or her position or office in the Global Sustainable Sustainable Global ICT.

Article 49 Individuals or corporations that contribute to the Global Sustainable ICT with donations or any other type of pecuniary contribution, also waive expressly waive, for themselves and their heirs and successors, in the act of formalizing the donation or contribution made, to any type of reimbursement, even in the case of extinction or liquidation liquidation of ICT Sustentável Global.

Article 50 The dissolution of the Global Sustainable ICT will only be possible by decision of the General Assembly, specifically called to deliberate on this matter, and which has the approval of 2/3 (two thirds) of all Members with voting rights

Chapter VIII

Forum of jurisdiction

Article 51 The Central Court of the Judicial District of the Capital of the State of Rio de Janeiro - RJ, expressly waiving any other, however privileged it may be, to settle any doubts or disputes related to the interpretation or execution of these Bylaws.

Rio de Janeiro, RJ, 10 de março de 2023

Veronica Lagassi

Advogada

OAB-RJ: 133269