⎯ Art. 24°

The administrative bodies of SBBE are:
I - General Assembly;
II - Fiscal Council;
III - Administrative Board.

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§1º The SBBE shall adopt necessary and sufficient means and methods of administrative organization to prevent the obtaining, individually or collectively, of personal benefits or advantages resulting from participation in the decision-making process.

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§2º The exercise of office in any SBBE body is non-delegable.

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§3º The chairperson of the General Assembly and the Administrative Board meetings shall be the President of SBBE, who will have the deciding vote in case of a tie. In their absence or vacancy, the First Treasurer will substitute them, assuming all responsibilities of the meeting chair, including the deciding vote.

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Section I - General Assembly

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⎯ Art. 25°

The General Assembly is the highest body of SBBE and has the power to decide on matters related to its purpose and to take all resolutions it deems convenient for its defense and development.

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⎯ Art. 26°

The General Assembly shall meet:
I - ordinarily, once a year, to deliberate on accounts, financial statements, results of the concluded management, and elect the new Administrative Board;
II - extraordinarily, whenever there is social interest for such a meeting.

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Sole Paragraph: General Assemblies may be held in person and/or virtually, as communicated in the call.

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⎯ Art. 27°

General Assemblies shall be convened:
I - by initiative of at least two members of the Fiscal Council;
II - by the President;
III - by the First Secretary-General on behalf of the President;
IV - at the request of at least one-fifth of the associate members.

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§1º Calls shall be made by email sent to all members at least 15 days in advance, containing date, time, place of the meeting, and summary of the agenda.

 

§2º General Assemblies shall consist of members in full enjoyment of their social rights.

 

§3º Only associate members have voting rights.

 

§4º A member who attends the General Assembly will be considered duly convened.

 

§5º Assemblies will open on the first call with at least one-fifth of voting associates present; on the second call, 30 minutes later, with any number present.

 

§6° Proxy voting is prohibited.

 

§7° The agenda and supporting documents shall be sent to members at least 2 days before the Assembly.

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⎯ Art. 28°

Decisions at the General Assembly will be taken by a simple majority of votes from voting members present, except for:
I - removal of board members;
II - amendments to the bylaws;
III - sale, encumbrance, or donation of real estate assets;
IV - dissolution of the society.

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§1° For the above matters, a quorum of two-thirds of voting members present in a specially convened General Assembly is required; no decision can be made on the first call without an absolute majority present.

 

§2º The Assembly’s work is chaired by the President, who has the casting vote; in their absence, the Vice-President, First Secretary, or First Treasurer will substitute.

 

§3º In case of justified absence of the entire Administrative Board, and prior notice given at least 2 hours before, the Assembly will be rescheduled.

 

§4º In case of total vacancy of the Administrative Board, the Assembly will begin and proceed with electing candidates for the posts.

 

§5° Minutes of the Assembly will be recorded, signed by the chairpersons and members present; validation requires signatures sufficient to constitute the majority for decisions made.

 

§6º Voting rights belong exclusively to effective members in good standing; proxy votes are prohibited.

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⎯ Art. 29°

The General Assembly is responsible for:
I - electing the Administrative Board members;
II - removing members of the Administrative Board;
III - reviewing and approving reports, balance sheets, and financial statements;
IV - giving opinions on expansion plans or action programs presented by the Board;
V - proposing and approving amendments to the Bylaws and Internal Regulations;
VI - hearing appeals related to member penalties;
VII - deciding on dissolution of SBBE.

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Section II - Fiscal Council

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⎯ Art. 30°

The Fiscal Council is an independent oversight and advisory body to the Administrative Board, composed of members both associated and external to the current Board.

 

§1º Meetings are convened by email when social interest demands, by the President, First Treasurer-General, or at least one Fiscal Council member, with at least one week's notice.

 

§2º The call must include date, time, and agenda summary.

 

§3º Members attending are considered duly convened.

 

§4º Decisions are taken by majority vote of attendees.

 

§5º Attendance includes participation via any electronic means.

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⎯ Art. 31°

Members of the Fiscal Council are elected for a 4-year term, concurrent with the Administrative Board.

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§1º The Fiscal Council comprises 3 regular and 3 alternate members.

 

§2º Terms coincide with the Administrative Board’s, with possibility of re-election.

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⎯ Art. 32°

Duties of the Fiscal Council include:
I - providing technical opinions for the Board;
II - attending Board meetings when invited to offer ideas and contribute to SBBE’s social purpose;
III - issuing opinions on Board policies guiding SBBE activities;
IV - supporting resource acquisition plans and monitoring action plans and budgets;
V - overseeing decisions about assets, investments, and financial management;
VI - proposing amendments to the Bylaws to the General Assembly;
VII - deciding on issues submitted by the Board;
VIII - calling the General Assembly as per Bylaws;
IX - participating in Strategic Planning and monitoring its execution;
X - auditing and approving management accounts, potentially initiating civil and criminal liabilities if warranted.

 

Section III - Administrative Boar

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⎯ Art. 33°

The Administrative Board, composed of all board members, is the governing body responsible for directing, planning, coordinating, executing, and controlling SBBE, empowered to administer and represent the society to ensure the achievement of its objectives, complying with the Bylaws and Assembly decisions.

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Sole paragraph: Board members are not personally or subsidiarily liable for SBBE’s obligations, except as required by Brazilian law.

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⎯ Art. 34°

Board members and any associate receive no remuneration for their roles but are entitled to reimbursement of expenses incurred for SBBE projects upon proof and authorization.

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Sole paragraph: In case of vacancy of the responsible authority, reimbursement authorization falls to the President.

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⎯ Art. 35°

The Administrative Board consists of:
I - President;
II - Vice-President;
III - First Secretary;
IV - Second Secretary;
V - First Treasurer;
VI - Second Treasurer.

 

§1º All positions are elected by the General Assembly from interested members, regulated by specific notices.

 

§2º Unjustified absence over 15 consecutive days is considered vacancy.

 

§3º Justified absence over 30 consecutive days is considered vacancy.

 

§4º The President may delegate responsibilities within the Board as needed, except decision-making powers of the Association.

 

§5º The President’s term is 4 years, with possible re-election.

 

§6º Board meetings are called by the President, First Secretary, or First Treasurer.

 

§7º Decisions at Board meetings are by consensus; disagreements go to a vote by all SBBE members.

 

§8º Positions II, IV, V, and VI may remain vacant.

 

§9º Election procedures are defined in the Internal Regulations.

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⎯ Art. 36°

Board members are responsible for:
I - managing SBBE, setting priorities, and executing programs;
II - proposing and implementing policies and strategic plans;
III - directing and coordinating operations per established policies and programs;
IV - submitting annual budget and program proposals to the General Assembly;
V - performing administrative acts for management;
VI - providing Fiscal Council with information for oversight;
VII - ensuring development and execution of SBBE’s mission and programs;
VIII - proposing amendments to Bylaws and Internal Regulations;
IX - convening General Assembly;
X - issuing internal regulations;
XI - ensuring quality of activities and results;
XII - coordinating performance evaluations;
XIII - adjusting membership fees with justification.

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⎯ Art. 37°

The Board may appoint proxies with specific powers, including members, with mandates not exceeding 1 year, except for legal defense cases. Mandates must be signed by at least two active directors.

 

Sole paragraph: In absence or vacancy of the President, powers are preferably granted to the First Treasurer, or if absent, to the appointed proxy as above.

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Subsection I – Presidency Board

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⎯ Art. 38°

The President shall be responsible for:

I - promoting external relations; developing, strengthening, and maintaining the institutional image of SBBE before partners and other strategic relationships of the association;

II - ensuring compliance with the rules of operation of SBBE regarding planning policies, strategy, human resources management, external relations, projects, administration, and finance;

III - enforcing the resolutions and determinations of the General Assembly and the Administrative Board;

IV - calling and presiding over meetings of the Administrative Board and the General Assemblies, as provided in this Bylaw, whenever necessary;

V - initialing the books that record institutional procedures;

VI - preparing and presenting a biennial report on SBBE’s activities to the General Assembly;

VII - signing documents that create obligations of any nature for SBBE;

VIII - establishing strategic partnerships aimed at achieving the association’s social objectives;

IX - ensuring good relationships, a friendly work environment, and the highest quality management of information and knowledge among SBBE members;

X - representing SBBE in judicial and extrajudicial matters, both actively and passively;

XI - promoting the development of congresses on Evolutionary Biology;

XII - organizing the electoral process;

XIII - acting as intermediary in relations between SBBE and the Fiscal Council;

XIV - assuming the role of Treasurer in case of vacancy, taking on all powers and responsibilities of that office;

XV - performing other functions delegated by the General Assembly or Administrative Board meetings.

 

Sole Paragraph: In case of absence or vacancy of the President, the First Treasurer shall assume the responsibilities, including signing documents within the President’s competence.

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Subsection II – Vice Presidency

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⎯ Art. 39°

The Vice-President shall:

I - substitute the President in his/her temporary absences or impediments;

II - assist the President in the exercise of his/her functions.

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Subsection III – First Treasury

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⎯ Art. 40°

The First Treasurer shall:

I - collect and account for members’ contributions, income, aid, and donations, keeping accounting up to date;

II - pay bills authorized by the President;

III - present revenue and expense reports whenever requested;

IV - present the financial report to be submitted to the General Assembly;

V - annually submit the trial balance to the Fiscal Council;

VI - keep custody and responsibility for all treasury-related documents;

VII - keep all cash in a financial institution;

VIII - jointly sign, with the President, documents involving financial responsibility of the entity;

IX - jointly sign contracts and calls for bids (editais) with the President to which SBBE commits itself;

X - carry out financial transactions at banking institutions chosen by the Board, on behalf of SBBE, for collected funds;

XI - prepare the economic-financial and budget planning for each fiscal year, monitoring it to identify deviations and propose necessary corrections, aiming to achieve expected short-, medium-, and long-term results;

XII - perform internal control of the payment of membership fees.

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Subsection IV – Second Treasury

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⎯ Art. 41°

The Second Treasurer shall:

I - substitute the First Treasurer in his/her temporary absences or impediments;

II - assist the First Treasurer in the exercise of his/her functions.

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Subsection V – First Secretariat

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⎯ Art. 42°

The General Secretary shall:

I - substitute the Vice-President in his/her temporary absences or impediments;

II - assist the President with administrative matters;

III - maintain and develop relations with similar national or international associations;

IV - issue convocations, on behalf of the President or the majority of directors, for Board meetings;

V - record summarized minutes of Board meetings;

VI - issue convocations, on behalf of the President, for General Assemblies;

VII - record minutes of General Assemblies;

VIII - keep members’ registry updated;

IX - coordinate relations with Regional Secretariats.

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Subsection VI – Second Secretariat

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⎯ Art. 43°

The Second Secretary shall:

I - substitute the First Secretary in his/her temporary absences or impediments;

II - assist the First Secretary in the exercise of his/her functions.