BYLAWS OF THE CIVIL SOCIETY ORGANIZATION FOR PUBLIC INTEREST (OSCIP)

1st Chapter - NAME, MAIN OFFICE AND PURPOSES
1st Art. The EQÜIT Institute, Gender, Economy and Global Citizenship, also referred to simply as "Instituto EQÜIT", incorporated on August 11, 2003, is a non-profitable private corporate body established for no specific duration at Rua da Lapa, 180 / sls. 509-510, Centro, in the City of Rio de Janeiro, State of Rio de Janeiro.

2nd Art. The EQÜIT Institute, Gender, Economy and Global Citizenship's purposes are: a) To promote studies and research in a number of areas, including economy, sociology, history, culture, education, and so on, whose category of analysis will be the gender perspective; b) To develop actions and carry out educational projects and programs that stimulate women's reflections and organization; c) To develop social actor skills and promote training; d) To assist and support public and private institutions, professional and community groups as well as people in general, to develop public policies and to prepare and carry out programs and actions; and e) To inform of its actions and principles.
Single Paragraph - The EQÜIT Institute, Gender, Economy and Global Citizenship does not distribute any occasional gross or net operational surplus, dividends, bonuses, equity, asset shares or whatsoever that may have derived from the Institute's activities to any of its members or associates, advisors, officials, employees, donors or whomsoever, but rather invests it all in the pursuit of its social objective.

3rd Art. In the course of its activities, the EQÜIT Institute, Gender, Economy and Global Citizenship will observe the principles of lawfulness, non-bias, morale, publicity, economy and efficiency, and will not make any race, color, gender or religious discrimination.
Single Paragraph - The EQÜIT Institute, Gender, Economy and Global Citizenship addresses its activities by directly carrying out projects, programs or action plans to other non-profitable organizations and public sector entities devoted to similar areas.

4th Art. The EQÜIT Institute, Gender, Economy and Global Citizenship will have internal regulations that, once approved by the General Assembly, will rule its operations.

5th Art. In order to fulfill its purpose, the Institute may settle as many service providing units as necessary. These units will be governed in accordance with these Bylaws.

2nd Chapter - THE PARTNERS

6th Art. The EQÜIT Institute, Gender, Economy and Global Citizenship is composed of an unlimited number of partners, distributed in the following categories: founding partners, effective partners, and contributing partners.
Single paragraph - Those whose names are in Instituto EQÜIT's founding ceremony attendance list are the founding partners.

7th Art. Founding and effective partners who are even with their social dues are entitled to:
I - vote and be voted for elective positions;
II - take part in General Assemblies, and participate in meetings and other activities promoted by the entity;
III - proficiently act in managing positions, representations and commissions, if elected for such positions or if having accepted any such proposal.

8th Art. Partners' duties involve:
I - agreeing with the entity's objectives, philosophy, and work methodology;
II - accepting and carrying out Board decisions;
III - having proven attendance to a minimum of forty percent of the entity's activities;
IV - abiding by and fulfilling what is established in the Regulations and these Bylaws.

9th Art. The partners are not liable, even subsidiarily, for the Institution's dues.

Chapter III - MANAGEMENT

10th Art. The EQÜIT Institute, Gender, Economy and Global Citizenship will be managed by:
I - a General Assembly;
II - an Executive Board of Directors;
III - a Fiscal Council.

Single Paragraph - Only managers who effectively perform executive management in behalf of the institution and anyone who renders specific services upon request will be remunerated, provided local market prices are observed in both cases.

11th Art. The Institution's sovereign body of the General Assembly will be exclusively composed of partners who currently enjoy full statutory rights.

12th Art. The General Assembly is in charge of:
I - electing the Executive Board of Directors and the Fiscal Council;
II - deciding upon statutory reforms, as per article 33;
III - deciding upon terminating the Institution, as per article 32;
IV - deciding upon the convenience of alienating, transacting, mortgaging or trading asset goods;
V - approving the Internal Regulations;
VI - dismissing the managers;
VII - changing these Bylaws.

Single Paragraph - For items VI and VII, upon first call with 50% + 1 and upon second call with 1/3 of all associates, plus approval of at least 2/3 of those in attendance.

13th Art. The General Assembly will be ordinarily convened once a year to:
I - approve the Institution's yearly program, as submitted by the Board;
II - analyze the Board's yearly report;
III - discuss and approve accounts and balance sheets as approved by the Fiscal Council.

14th Art. The General Assembly will be convened on an ad hoc basis by request of:
I - the Executive Board of Directors;
II - the Fiscal Council;
III - at least 1/5 of the partners who are even with their social dues.

15th Art. The General Assembly will be summoned by notes posted at the Institution's main office, by circular letters, or by any other convenient means, at least ten (10) days prior to any scheduled meeting.

Single Paragraph - Any Assembly will convene upon first call by the majority of the partners and upon second call by any number of partners.

16th Art. The Institution will adopt whichever necessary and sufficient management practices to curb any individual or collective benefits and personal advantages that may be obtained as a result of participating in decision making processes.

17th Art. The Executive Board of Directors will be composed of a President, a Vice-President, First and Second Secretaries, First and Second Treasurers.

Single Paragraph - The Board's mandate will be of two (2) years, and no more than one (1) reelection will be permitted.

18th Art. The Executive Board of Directors is in charge of:
I - preparing a proposal for the Institution's yearly program and submitting it to the General Assembly;
II - carrying out the Institution's yearly program of activities;
III - developing the Institution's yearly activities and financial reports, and presenting them to the General Assembly;
IV - meeting with public and private institutions for mutual collaboration in activities of common interest;
V - hiring and firing clerks.

19th Art. The Executive Board of Directors will meet at least once a month.

20th Art. The President is in charge of:
I - judicially and ex-judicially representing the EQÜIT Institute, Gender, Economy and Global Citizenship;
II - abiding by and enforcing these Bylaws and the Internal Regulations;
III - presiding over the General Assembly;
IV - summoning and presiding over Board Meetings;
V - heading, coordinating and guiding the Institute's activities;
VI - joining with the General Secretary to sign agreements, adjustments and contracts, as well as the Institute's record book and social correspondence;
VII - joining with the Treasurer to submit reports, budgets and balance sheets to the Fiscal Council for future approval by the General Assembly;
VIII - joining with the Treasurer to sign cheques, bank withdrawal notes, payment orders, endorsements, receipts and other accounts documents as well as funds reports from credit institutions, associations and private individuals, including settlements and acquittances, and any other document that is deemed necessary.

21st Art. The Vice-President is in charge of:
I - substituting for the President whenever she is absent or somehow kept from attending;
II - taking office, should it be vacant, until completion of the mandate;
III - collaborate, by and large, with the President.

22nd Art. The First Secretary is in charge of:
I - assisting at Board meetings and the General Assembly, and writing up the proceedings;
II - publishing every news on the entity's activities.

23rd Art. The Second Secretary is in charge of:
I - substituting for the First Secretary whenever she is absent or somehow kept from attending;
II - taking office, should it be vacant, until completion of the mandate;
III - collaborate, by and large, with the First Secretary.

24th Art. The First Treasurer is in charge of:
I - collecting and accounting for associates' contributions, revenues, donations in cash or in kind, and keeping the Institutions' ledgers updated;
II - paying the bills as authorized by the President;
III - presenting revenue and expense reports as requested;
IV - presenting the Institutions' ledgers to the Fiscal Council, including financial and accounting performance reports as well as reports on any asset transaction that may be conducted;
V - duly keeping and seeing to the safety of any treasury-related documents;
VI - keeping any cash in a credit institution.

25th Art. The Second Treasurer is in charge of:
I - substituting for the First Treasurer whenever she is absent or somehow kept from attending;
II - taking office, should it be vacant, until completion of the mandate;
III - collaborate, by and large, with the First Treasurer.

26th Art. The Fiscal Council will be composed of three (3) members and their respective deputies, elected by the General Assembly.

First Paragraph - The Fiscal Council's mandate will coincide with that of the Executive Board of Directors;

Second Paragraph - Should there be any vacancy, the vacant person's mandate will be taken up by her respective deputy, until completion.

27th Art. The Fiscal Council is in charge of:
I - examining the Institution's ledgers;
II - commenting on financial and accounting performance reports and balance sheets as well as on any asset transactions that may be conducted, issuing their expert opinions to the entity's higher instances;
III - requesting the First Treasurer to present, at any time, bona fide documentation on any economic and financial operations conducted by the Institution;
IV - assisting the work of any occasional external independent auditors;
V - summoning the General Assembly on an ad hoc basis;

Single Paragraph - The Fiscal Council will hold ordinary meetings every 12 months and any ad hoc meeting as deemed necessary.

Chapter IV - ASSETS

28th Art. The EQÜIT Institute, Gender, Economy and Global Citizenship's assets will be composed of goods and chattel, real estate, vehicles, livestock, shares and government bonds.

29th Art. If the Institution is dissolved, its net worth will be transferred to another similar corporation-preferably one with the same object clause-as qualified per Act 9.790/99.

30th Art. If the Institution obtains and later loses the qualification laid out by Act 9.790/99, any available assets, as obtained from public funds during the period when said qualification lasted, will be accounted for and transferred to another similar corporation-preferably one with the same object clause-as qualified per the same Act.

Chapter V - RENDERING ACCOUNTS

31st Art. When rendering accounts, the Institution will at least:
I - observe fundamental accounting principles and the Brazilian Accounting Standards;
II - upon fiscal year's end, provide effective publicity to the entity's financial statements and activities report, including proof of quittance before the Brazilian Social Security system and other pertinent social dues, making any such documents totally available for citizen verification;
III - submit any occasional Term of Partnership resource investment to an auditing effort, if necessary by external independent auditors, as provisioned in the Regulations;
IV - present every asset and goods obtained from public sources for verification, as provisioned in the 70th Article's single paragraph of the Federal Constitution.

Chapter VI - GENERAL PROVISIONS

32nd Art. The EQÜIT Institute, Gender, Economy and Global Citizenship will be dissolved by a decision made during an Ad Hoc General Assembly, especially convened for this purpose if and when the Institute's activities can no longer be conducted.

33rd Art. These Bylaws may be reformulated at any time by an absolute majority decision made during a General Assembly especially convened for this purpose, and the new ones will come into effect just as soon as they become notarized.

34th Art. Any dispute on issues not provisioned herein will be resolved by the Executive Board of Directors and ratified by the General Assembly.

Rio de Janeiro, August 11, 2003

Presided by
Graciela Susana Rodriguez

Assisted by
Moema de Castro Guedes