CHAPTER I – NAME, REGISTERED OFFICES AND AIMS

Art. 1

The Brazilian Gay, Lesbian and Transgender Association, henceforth referred to as ABGLT, the name and aims of which were approved on January 31st 1995, the date on which it was founded, is a private law legal entity, non-profit and of indeterminate duration, with registered offices and jurisdiction in the city of Curitiba, Paraná, at Travessa Tobias de Macedo, 53 - 2 andar and with administrative offices at based at the Grupo Homossexual de Brasília – Estruturação, the address of which is Edifício Assis Chateaubriand, sobreloja, sala 27 e 28, SRTVS 701, Brasília - DF.

Art. 2

ABGLT has a democratic, informative, mobilizing and supportive nature. It is notably autonomous, having no links with political parties, religious groups and/or any other entity or philosophy the aims of which, whether specific or not, are not related to the aims as set forth in Article 3 of these Statutes.

Art. 3

ABGLT’s fundamental aim is to be an expression of the fight for the conquest of people’s full human rights, regardless of their emotional and sexual orientation, henceforth referred to as gay men, lesbians and transgender persons, and to be against all forms of discrimination against all  those listed above, whether it be juridical, social, political, religious, cultural or economic discrimination.

Art. 4

Additional aims of ABGLT are:

I

To promote general and/or informative campaigns, seeking to be an instrument of expression, both nationally and internationally, of the political guidelines proposed by its members, so that gay men, lesbians and transgender persons can enjoy all their rights;

II

To maximize the effectiveness of gay, lesbians and transgender organisations through the coordination of political actions in Brazil;

III

To promote the union of gay men, lesbians and transgender persons no in Brazil, through the coordination of political actions both nationally and internationally;

IV

To promote courses, seminars, debate forums and meetings to encourage more profound discussion of issues relevant to the reality lived by gay men, lesbians and transgender persons in Brazil;

V

To encourage and promote the exchange of information and cooperation between gay, lesbians and transgender organisations, even if they are not member organisations, with the aim of achieving homosexual emancipation, as well as with other movements that support this struggle in Brazil and abroad;

VI

To defend the common interests of its member organizations and to represent them whenever necessary;

VII

To support the creation and the development of gay, lesbians and transgender organisations in Brasil, promoting initiatives aimed at these groups attaining full citizenship and the end of all forms of discrimination on the grounds of sexual orientation;

VIII

To serve as a point of reference in cases of discrimination against gay men, lesbians and transgender persons, or of the violation of their rights, providing, as and when possible, legal and logistic support;

IX

To vindicate, protest and use all legal means available to repress any form of discrimination on the grounds of sexual orientation, and to claim the right to reply in all available means of communication;

X

To assist member organisations in designing any kind of project intended to promote the human rights of gay men, lesbians and transgender persons, their physical and psychological health, among other issues;

XI

To promote and support actions to combat HIV/AIDS, Hepatitis B and C, Tuberculosis, HPV epidemics, leading with health in an integral manner to include the specificities of gender, race/ethnic origin, within a perspective of harm reduction;

XII

To stand by the side of all popular entities and organisations that wish to transform peoples’ lives by becoming freer and having greater dignity. To stand by the side of the so-called oppressed groups and all groups of victims of oppression, whether it be generalized or specific;

XIII

To publicise to society ABGLT’s aims, objectives, undertakings and activities.

Art. 5

When carrying out its activities, ABGLT shall observe the principles of legality, impersonality, economy, transparency and efficiency and shall not discriminate on the grounds of race/ethnic origin, gender, religion or emotional/sexual orientation.

paragraph 1

ABGLT dedicates itself to its activities through the direct execution of projects, programmes or action plans, by means of the donation of physical, human and financial resources, or by providing intermediary support services to other non-profit organisations or to government bodies that operate in areas akin.

Art. 6

ABGLT shall have Internal Rules, which, when approved by the General Assembly, shall govern its operations.

CHAPTER II – FORMS OF MEMBERSHIP

Art. 7

Any number of gay, lesbian, transvestite, transsexual groups may be members of ABGLT, as well as other legal entities with similar aims to those of ABGLT, except groups linked to political parties, groups with specific religious ideologies and groups that defend paedophilia and homophobic ideologies, and which accept these Statutes and have applied formally for membership, as provided for herein.

Art. 8

ABGLT member organisations are divided into three categories:

a) ASSOCIATE MEMBERS:

gay, lesbian or transgender association or entity persons, with registered offices in Brazil, non-profit, that agrees with and supports the objectives of ABGLT.

b) COLLABORATING MEMBER:

Any public or private entity, whether Brazilian or not, that agrees with the objectives of ABGLT, observing the provisions of Articles 3 and 4 of these Statutes.

c) PARTNER MEMBER:

 National gay, lesbian or transgender association or entity, with registered offices in Brazil, that agrees with and supports the objectives of ABGLT.

Art. 9

To apply for membership, applicants of all member categories must:

a)

Submit to the Secretary General’s Office a completed application form, accompanied by its Statutes, proof of registration with the Inland Revenue; minutes of the election of the current board of directors; annual report and the corroboration of 02 (two) GLT entities;

b)

Agree in writing with ABGLT’s objectives;

c)

Provide true information about the organisation, its aims and its composition when appropriate;

d)

Each General Assembly shall receive a list of new membership applications, to be approved in a plenary session by at least 51% of voting members. In the event of rejections based on the Internal Rules, the following General Assembly shall decide on each case individually, and shall inform the applicant in writing, and preferably in person, of the reasons for not accepting the membership application.

Applicants must have been legally registered at a Companies Registry Office at least 01 (one) year before the General Assembly that analyses the membership application.

Art. 10

ABGLT member organisations have the following rights:

I

To vote and be voted for elective positions, as long as its membership dues have been paid, with the exception of collaborating and partner members;

II

To take part in ABGLT’s assemblies and other ABGLT activities;

III

To be benefitted by all the aims and purposes provided for in these Statutes;

IV

To receive a certificate and/or a declaration proving that it is an ABGLT member organisation.

Art. 11

ABGLT member organisations have the following duties:

I

Fulfil and enforce the fulfilment of all the provisions of these Statutes and of any rules which may be created;

II

To respect decisions made by the General Assembly in the first instance;

III

To pay annually, by December 15th, one minimum wage as a membership fee.

IV

To inform the appropriate Secretariats of any pertinent issues, internal or external, with the aim of the necessary measures being taken for each concrete case.

paragraph 1

Members that fall into any of the following situations shall be considered to have lost their membership:

1.

Not take part in ABGLT meetings for two consecutive years, without justifying their absence;

2.

Not making any form of contact within a twelve month period;

3.

Not paying the membership fee, without prior justification, for more than three consecutive years;

4.

Failure to comply with the rules and regulations provided for in the Internal Rules.

paragraph 2

Excluded member organisations shall have the right to appeal to the General Assembly.

paragraph 3

paragraph 4

Art. 12

I

paragraph 1

Member organisations that are unable to pay the membership fee provided for in item III of Article 11 must send a letter to the Treasury using the organisation’s headed paper and signed by its president and treasurer, stating that it does not have income, such as donations or funding.

Member organisations may only be excluded if there is fair cause, or if it is recognised that there are grave motives, based on concrete evidence, by the absolute majority of those present at a general assembly especially called for this purpose, without prejudice to other items on the agenda.

Loss of membership will also occur:

Due to grave violation of the principles established in ABGLT’s Statutes.

For loss of membership to occur, in addition to the occurrence of the provision of item I above, loss of membership must be recognised base don concrete evidence by at least 2/3 of the members presents at the General Assembly called for this purpose.

Art. 13

Member organizations are not responsible, even subsidiarily, for ABGLT’s obligations.

CHAPTER III -  ADMINISTRATION

Art. 14

ABGLT shall have the following composition:

I

General Assembly;

II

Board of Directors;

III

Council of Ethics; and

IV

Supervisory Council .

paragraph 1

ABGLT does not remunerate, in any way whatsoever, the positions of its Board of Directors or Collegiate of Secretariats, Supervisory Council  or Council of Ethics, nor does it remunerate the activities of its member organizations, which are provided without charge.

paragraph 2

ABGLT does not distribute among its members, councillors, directors, employees or donators excess operational income, whether gross or net, , dividends, bonuses, shares or parts of its assets, obtained through the carrying out of its activities, and applies them integrally towards achieving is statutory aim.

Art. 15

The General Assembly, the institution’s sovereign body, shall be formed of the member organisations in full enjoyment of their statutory rights.

Art. 16

The General Assembly is responsible for:

I

making decisions approved by the simple majority under the terms of these Statutes;

II

electing and dismissing the Board of Directors, the Supervisory Council  and the Council of Ethics, totally or partially;

III

deciding on alterations to the Statutes;

IV

deciding on the winding-up of ABGLT;

V

deciding on the convenience of alienating, ceding, mortgaging or exchanging assets;

VI

approving and enforcing compliance with ABGLT’s Internal Rules and Statutes, as well as the operating standards of the Secretariats,

VII

VIII

paragraph 1 

approving ABGLT’s accounts

dismissing administrators

 - In the case of the deliberations referred to by items III and VIII, the votes must be otained of two thirds of the member organisations with their statutory obligations in order and present at the Assembly especially called for this purpose. The Assembly may not deliberate on these matters, at the first calling, without the absolute majority of members being present, or with less than one third of members with their statutory obligations in order at the following callings.

Art. 17

The Ordinary General Assembly will be held annually, in order to:

I

Formulate political guidelines for the organisation’s activities;

II

Define the annual work programme, and calendar of ABGLT events;

III

Appreciate the annual report and assess the performance of the Executive Board, the Regional Secretariats and the Council of Ethics;

IV

Discuss and approve the accounts and financial statements approved by the Supervisory Council ;

V

Approve, by simple majority, membership applications, in accordance with Articles 7 and 9 of these Statutes;

VI

Set the amount of the monthly or annual membership fee contributing towards ABGLT’s maintenance;

VII

Approve ABGLT’s annual budget and the individual budgets of the Secretariats.

Art. 18

The General Assembly will be held extraordinarily when convened with at least fifteen days prior notice

I

By the Board of Directors and/or

II

By the Supervisory Council ; and/or

III

By the Council of Ethics; and/or

IV

By requirement of one fifth of Member organizations with their statutory obligations in order.

paragraph 1

Extraordinary Assemblies shall commence proceedings with the majority of Members at the first calling, and with any number at the second calling, except in the cases provided for in Article 11, Paragraph 4, Article 12 paragraph one and Article 16, paragraph one of these Statutes.

paragraph 2

Extraordinary Assemblies shall only deal with the matters for which they were convened.

Art. 19

The convening of Ordinary and Extraordinary General Assemblies shall be done by means of a Notice posted on ABGLT’s site and by electronic correspondence sent to all members, at least thirty days beforehand, respectively. The Notice will also be displayed at ABGLT’s Registered Offices.

paragraph 1

The minimum quorum necessary to commence General Assembly sessions is 25% of ABGLT members with their statutory obligations in order, and the deliberations and decisions shall be defined by simple majority, respecting the provisions of Article 11, paragraph 4, Article 12, paragraph one and Article 16, paragraph one of these Statutes.

Art. 20

ABGLT shall adopt administrative management practices necessary and sufficient to prevent the obtainment, whether individually or collectively, of personal benefits or advantages, resulting from having take part in the decision-making processes.

Art. 21

ABGLT’s Board of Directors shall be comprised of :

a)

 President / 1st Vice President  / 2nd Vice President

b)

 Secretary General

c)

 Secretary of Finances

d)

 Secretary of Communication 

e)

f)

 Secretary of Human Rights

One Secretary per Region  (total of 5)

paragraph 1

The National Executive of ABGLT’s Board of Directors shall have 03 (three) substitutes, to replace Secretary positions, but not President positions.

paragraph 2

The members of the National Executive must be effective members of ABGLT member organizations.

paragraph 3

The National Executive must necessarily contain one representative from each segment (gay, lesbian and trans), one of which shall be the President, and the other two Vice-Presidents, respectively.

paragraph 4

The period of office of the Board of Directors shall be 03 (three) years and the Board may be re-elected for a second consecutive period of office. Board members may stand for election for the same position after an interval of one period of office.

paragraph 5

Only in the event of vacancy or impediment of a Regional Secretary shall he or she be replaced by his or her respective substitute, who shall complete the term of office.

SECTION I – THE BOARD OF DIRECTORS

Art. 22

The Board of Directors is responsible for:

I

Elaborating and implementing the annual programme of activities, approved by the General Assembly;

II

Preparing the annual report and submitting it to the General Assembly;

III

Meeting with public and private institutions with the aim of mutual collaboration in activities of common interest;

IV

Hiring and dismissing employees;

V

Preserving ABGLT’s interplay with the rest of civil society;

VI

Preparing ABGLT’s annual budget and submitting it to the General Assembly for approval;

VII

Representing ABGLT before Civil Society, the State and International Entities;

VIII

Preparing the General Assembly, including proposals for alterations to the Statutes.

Art. 23

In view of the geographical distances that separate the Secretariats, the Board of Directors will meet ordinarily once a year and extraordinarily whenever necessary using means that are secure and capable of being proven, informing the date, time, place and agenda of the meeting, with at least thirty days’ prior notice in the case of ordinary meetings.

Art. 24

The President is responsible for:

I

Representing ABGLT judicially and extrajudicially;

II

The  President will not answer subsidiarily for ABGLT;

III

Comply and ensure compliance with these Statutes and the Internal Rules on how the organisation is run;

IV

Convene and preside the meetings of the Board of Directors and the General Assemblies;

V

Coordinate the President’s Office;

VI

Accompany with the Treasurer documents relating to the financial management of ABGLT;

VII

Supervise and coordinate ABGLT’s activities;

VIII

Sign all correspondence and documents issued by the President’s Office;

VIII

Submit a half-yearly activity report;

IX

Carry out any other functions delegated by the Board of Directors;

X

Authorise the payment of expenses for which ABGLT is responsible;

XI

Sign cheques together with the Treasurer and/or one of the vice-presidents in the absence or impediment of the other;

XII

Supervise and help to raise funds for publishing ABGLT’s newspaper.

Art. 25

The Vice-Presidents are responsible for:

I

Assisting the President and substituting him or her in his or her absence or impediments;

II

Authorising payment of expenses by the Treasury, in the event of the impediment of the President;

III

Signing cheques, in the absence or impediment of the President, jointly with the Treasurer.

Art. 26

The Secretary General is responsible for:

I

Keeping documents and files and member records up to date;

II

Being the Secretary of the meetings of the Board of Directors and the General Assembly and preparing the minutes.

Art. 27

The Treasurer is responsible for:

I

Coordinating the Treasury;

II

Signing documents issued by the Treasury, as well as all correspondence destined to it;

III

Signing cheques relating to the Treasury together with the President or Vice- Presidents;

IV

Collecting and recording contributions made by Associate and Collaborating members, as well as other income, assistance donations received, keeping the accounting books up to date;

V

Paying accounts authorised by the President, or by the Vice-Presidents, whilst respecting Articles 24 and 25;

VI

Providing income and expenditure reports whenever requested, within a minimum period of 15 days;

VII

Preparing the financial report to be submitted to the General Assembly;

VIII

Letting the Supervisory Council have access to the accounting books, including reports on financial and accounting performance, as well as on transactions involving assets;

IX

Looking after and being responsible for all Treasury documents;

X

Ensuring that all income is banked;

XI

Seeking funding to maintain ABGLT and for holding events, projects and so forth, when requested;

XII

Maintaining ABGLT’s asset register;

XIII

Keeping all financial resources banked;

Signing cheques jointly with the President and/or one of the Vice-Presidents, to pay ABGLT expenses;

XIV

Assist, when requested, the Secretariats in preparing their annual budgets.

paragraph 1

All of ABGLT’s financial and accounting transactions shall take place jointly between the Treasury and the President’s Office. The Secretariats are forbidden to have political and financial autonomy to open bank accounts and make transactions.

paragraph 2

The Treasury shall be responsible for ABGLT’s financial reporting as a whole. As such, each Secretariat must render accounts monthly to the Treasury (original documents) and for inspection by the Supervisory Council, no later than fifteen days after the last day of the month in question. If no financial transactions have taken place, the Treasury must be informed of this fact in writing.

paragraph 3

The Treasury will transfer one sixth of ABGLT’s annual budget, in two monthly and equal instalments, as long as their accounts for the previous months have been approved, except in the last month of the year.

paragraph 4

If a Secretariat does not render accounts within the deadline and does not give reason for this, the budget transfer to that Secretariat will be suspended with effect from the second month without accounts being rendered or justified.

paragraph 5

If the accounts rendered by the Secretariats are not in accordance with the guidelines of the internal financial rules, the Treasury shall return the accounts to the Secretariat in question for the irregularity to be corrected.

paragraph 6

If there is suspicion of fraud by any Secretariat, the budget transfer will be suspended and an on-site audit will be held. If fraud is discovered, an Extraordinary General Assembly shall be convened.

Art. 28

The Secretary of Human Rights is responsible for:

I

Coordinating the Secretariat;

II

Signing documents issued by the Secretariat, as well as all correspondence destined to it;

III

Informing in ABGLT’s bulletin all activities undertaken by the Secretariat;

IV

Submitting an annual activity report;

V

Holding debate forums, working groups, courses, meetings and seminars  to discuss in depth issues relevant to the human rights of gay men, lesbians and transgender persons.

VI

Drawing up projects to obtain resources for the Secretariat to undertake its activities;

VII

Providing support to cases of discrimination on the grounds of sexual orientation or violation of the rights of gay men, lesbians and transgender persons, providing, as and when possible, legal and logistical support.

Art. 29

The Regional Secretaries are responsible for:

I

Signing all correspondence and documents issued by their Regional Secretariats;

II

Serving as a point of contact and as an intermediary between groups in their regions and ABGLT;

III

Encourage the implementation, within each region, involving both member and non-member groups, of the annual work programme defined by the ordinary General Assembly;

IV

Collect and distribute inforamtion relating to the oppression and emancipation of gay men, lesbians and transgender persons in each region, distributing this information to interested groups and individuals in each region and to the Secretary for Human Rights;

V

Promoting the membership of new Associate and Collaborating members;

VI

Communicating activities under items I and II of this Article to the President’s Office;

VII

Cooperating with and assisting groups responsible for organising meetings, seminars, etc., within each region;

VIII

Ensuring that the needs and concerns of each region be taken into consideration by the Assemblies, and between ABGLT and entities abroad;

IX

Submitting an annual activities report.

paragraph 1

The Regional Secretaries shall be elected at the same time as ABGLT’s Board of Directors, following indication by member groups from the region to which they belong.

paragraph 2

Each Regional Secretariat shall have a substitute elected by the General Assembly in agreement between the members of the region. The substitute shall only take up office in the case of the Secretary’s impediment or force majeure.

Art. 30

The Secretary of Communication is responsible for:

I

Coordinating the Secretariat;

II

Signing documents issued by the Secretariat, as well as replying to all correspondence sent to it;

III

Preparing, publishing and distributing ABGLT’s newspaper containing information on gay men, lesbians and transgender persons;

IV

Organising and holding lectures, symposia, seminars, congresses, cultural and other meetings;

V

Promoting training courses for member groups and/or sub-groups for their coordinators and those interested;

VI

Assisting, when requested, other Secretariats in elaborating communication materials.

Art. 31

The Secretariats shall be activated and deactivated by the General Assembly. Their functions shall also be determined by the General Assembly in accordance with ABGLT’s needs;

paragraph 1

In the event of the substitute Secretary taking up office in the respective Secretariat, a meeting of the Board of Directors shall be convened with the specific agenda of indicating a new substitute.

SECTION II – COUNCIL OF ETHICS

Art. 32

The Council of Ethics shall be made up of 03 (three) Associate members elected by the General Assembly, being one from each segment (gay, lesbian and trans). There will also be 03 (three) substitutes who shall only take up office in the case of the Members’ impediment or force majeure.

paragraph 1

The period of office of the Council of Ethics shall coincide with that of the Board of Directors.

Art. 33

The Council of Ethics is responsible for:

I

Appraising issues involving ethics within ABGLT, always hearing the parties involved;

II

Submitting reports of its activities to the Board of Directors and to the General Assembly.

paragraph 1

The Council of Ethics shall meet whenever necessary.

paragraph 2

The Council of Ethics shall draw up its own Internal Rules, which shall be approved by the Assembly.

SECTION III – SUPERVISORY COUNCIL

Art. 34

The Supervisory Council shall be made up of 03 (three) Associate members elected by the General Assembly, being one from each segment (gay, lesbian and trans). There will also be 03 (three) substitutes who shall only take up office in the case of the Members’ impediment or force majeure.

paragraph 1

The period of office of the Council of Ethics shall coincide with that of the Board of Directors.

Art. 35

The Supervisory Council is responsible for:

I

examining the entity’s accounting books;

II

giving its opinion on the financial and accounting performance statements and on asset transactions, producing reports for ABGLT’s superior organisms

III

requiring of the Treasurer, at any time, documental proof of the economicl and financial transactions carried out by the institution;

IV

accompany the work of independent external auditors, hold the case arise;

V

convene extraordinary meetings of the General Assembly

paragraph 1

The Supervisory Council shall meet ordinarily every 6 (six) months and extraordinarily whenever necessary.

CHAPTER IV – ASSETS

Art. 36

ABGLT’s income shall be comprised of:

I

grants it may receive via contracts;

II

III

IV

income from registration fees in competitions;

membership dues;

contributions from other entities, or from other individuals or legal entities, whether national or international

Art. 37

In the event of ABGLT being wound up, any net assets remaining shall be transferred to another legal entity qualified as an OSCIP (Civil Society Organisation of Public Interest) under the terms of Law 9.790/99, preferable one with the same statutory aims.

Art. 38

In the event of ABGLT obtaining and, later, losing its qualification as an OSCIP under Law 9.790/99, the amount of any assets available and which were acquired with public resources during the period in which it was qualified as an OSCIP shall be accounted for and transferred to another legal entity qualified under the terms of the same law, preferably one with the same statutory aims.

Paragraph one:  If, in the State in which the association has its registered offices, there is no other such institution as indicated in this Article, then any remaining assets shall be returned to the Treasury of that State.

Art. 39

 ABGLT’s accounts and financial statements shall be in compliance, at least, with:

I

the fundamental accounting principles of Brazilian Accounting Standards;

II

the publication, by any effective means, at financial year end,  of the activities report and and the financial statements, incuding Social Security (INSS) and Government Severance Indemnity Fund for Employees (FGTS) Contribuitions Clearance, making them avaible for examination by any citizen;

III

Having an audit, including by independent external auditors if necessary, of the application of resources received through Terms of Partnership, as provided for in the regulations specific to Law 9.790/99

IV

The rendering of accounts of all public resources and assets received shall be done in accordance with paragraph one of Article 70 of the Federal Constitution.

CHAPTER VI – GENERAL PROVISIONS

Art. 40

ABGLT shall be wound up by decision of an Extraordinary General Assembly, especially convened for this purpose, in the event of it becoming impossible to continue its activities, with the presence of 75% (seventy five percent) of member groups registered with the Secretary General’s Office.

Art. 41

These Statutes may be altered, at any time, with a quorum as defined in Article 16, paragraph one, in an Extraordinary General Assembly especially convened for this purpose, and will come into effect on the date of their registration at the Companies’ Registry Office.

Art. 42

Cases omitted in these Statutes shall be resolved by the Board of Directors and approved by the General Assembly.

Art. 43

These Statutes shall come into force on the date of their registration.

Curitiba,  May 14th 2004.

José Marcelo do Nascimento

President

Silene Hirata

OAB/PR 33.768 (Law Society Registration Number).