Bylaws

Art. 01.

AIPTEC – Associação de Inovação, Pesquisa e Tecnologia de Cianorte is a private-law civil association, established for non-economic purposes, without discrimination of any kind and autonomous in its decisions, governed by these Bylaws and applicable laws and regulations, with its registered office at Cianorte, State of Paraná, Brazil.

a.Hereinafter referred to in these Bylaws as AIPTEC.

b.The Association undertakes not to use names or trademarks that could cause confusion with public institutions, state agencies or international organizations.

c.AIPTEC shall have an indefinite duration, having been established on 7 June 2026, and shall acquire legal personality upon registration of its founding documents with the competent Civil Registry of Legal Entities.

d.AIPTEC is an entity dedicated to promoting education, science, technology, innovation and the development of technological solutions and patents.

e.AIPTEC may operate throughout Brazil and abroad, directly or through branches, units, offices or representative offices, whose establishment, modification or closure shall depend on a resolution of the General Assembly, upon a proposal by the Executive Board, subject to legally required registrations, enrollments and authorizations.

f.In conducting its activities, AIPTEC shall observe the principles of legality, impersonality, morality, publicity and efficiency.

g.The institutional and financial year shall coincide with the calendar year, beginning on 1 January and ending on 31 December;

h.The Association shall be liable for obligations duly incurred in its name; its officers shall have no personal or subsidiary liability, except in cases of willful misconduct, fraud, excess of authority or violation of the law or these Bylaws;

i.The Association may regulate its operations through internal rules, regulations, resolutions, methodologies and other internal normative acts, provided they do not conflict with these Bylaws, resolutions of the General Assembly or applicable law;

Art. 02.

AIPTEC has the following objectives:

a.To foster education and technological development through projects that encourage innovation;

b.To promote courses and training for students and professionals:

i.In science, technology and innovation;

ii.In employability and entrepreneurship;

iii.In technical skills and competencies;

c.To support the development of patents and technological innovations by providing resources and research support;

d.To collaborate with educational and research institutions to promote science and technology;

e.To foster environmental protection, preservation and conservation, promote sustainable development and environmental education activities, and defend social, collective and diffuse assets and rights relating to the environment, cultural and artistic heritage, human rights and the rights of peoples;

f.To implement systems management in partnership with public or private bodies; manage, organize, maintain and develop continuing education programs for workers through improvement, capacity-building, updating, qualification, retraining and training programs, in person or through different distance-learning formats, through partnerships and agreements involving public authorities and private initiative, companies, universities and other institutions, including for technology development and dissemination of technical and scientific knowledge;

g.To promote and conduct monitoring and evaluation of program and project results and public-policy impacts, and provide technical and logistical support to public and private institutions;

h.To act as an integration agent among universities, research institutions, public authorities and other private entities and companies, and contribute to the economic and social development of the region, state and country;

i.To support the establishment, management of or cooperation with regional technology parks and hubs, promoting innovation, entrepreneurship and coordination among research, industry and the public sector;

j.To promote technology transfer, intellectual property protection and the dissemination of innovative solutions to companies, public institutions and other actors in society.

k.To participate in the establishment, operation or governance of innovation environments, such as incubators, accelerators, technological innovation centers (NITs), and science and technology parks;

l.To support, participate in or collaborate in the creation and development of institutes, incubators, accelerators and other legal entities or innovation environments, with foundations being established only through a specific procedure, a dedicated endowment, approval by competent authorities and full compliance with applicable law;

m.To enter into contracts, agreements and partnerships for technology licensing, sharing technical knowledge and economically exploiting products, processes or rights arising from research supported or developed by AIPTEC, applying all resulting revenue to its institutional objectives;

n.To contribute to the development of technology-based startups and micro and small enterprises;

o.To select and place professionals, interns and scholarship holders to work at this institution or partner institutions;

p.To disseminate information, technical and scientific knowledge, experiences and projects to society through any means of communication;

q.To develop and license computer software, including customizable solutions;

r.To organize events, exhibitions, fairs, seminars and other activities that promote a culture of innovation and sustainable development;

s.Information technology consulting;

t.Management of patents and royalties.

Art. 03.

Natural or legal persons interested in contributing to AIPTEC's institutional objectives may become members, subject to the admission requirements and procedure set out in these Bylaws.

a.A legal-entity member shall exercise its rights through its legal representative or a formally designated person and shall have one vote in General Assemblies.

b.Only natural persons may hold positions on the Executive Board, the Council or other statutory bodies.

Art. 04.

Members are classified into the following categories:

I –Founding Members: natural persons who participated in AIPTEC's Founding General Assembly and who, while fully enjoying their statutory rights, may speak and vote at General Assemblies, stand for and be elected to Executive Board positions, and be nominated to the Council;

II –Honorary Members: natural persons invited to join the Association because of their activities, contributions or relevance to its institutional objectives, exempt from membership dues unless expressly resolved otherwise by the General Assembly, with the right to speak and vote at General Assemblies, stand for and be elected to Executive Board positions, and be nominated to the Council;

III –Regular Members: natural or legal persons who share AIPTEC's objectives, are admitted under these Bylaws and are current with membership dues, with the right to speak and vote at General Assemblies, but who may not stand for or be elected to Executive Board positions.

a.A Regular Member who is a natural person may be nominated to the Council, subject to the requirements and disqualifications set out in these Bylaws.

b.A Regular Member who is a natural person may be invited to become an Honorary Member upon nomination by the Executive Board and approval by the General Assembly.

c.A legal-entity member shall exercise its rights through its legal representative or a formally designated person and shall have one vote in each resolution.

d.A legal-entity member may not hold a position on the Executive Board or Council, and its representation does not confer eligibility or a personal right to nomination upon its representative.

Art. 05.

An Executive Board or Council member who stands for elected municipal, state or federal office shall temporarily step aside from the respective statutory position from registration of the candidacy until proclamation of the election result, while retaining membership status.

a.The President shall be replaced by the Vice-President.

b.For other Executive Board or Council members, the General Assembly may approve a temporary substitute, who shall serve only during the absence.

Art. 06.

The following rights are exclusive to Founding and Honorary Members who fully enjoy their statutory rights:

a.To stand for and be elected to Executive Board positions as part of a slate duly registered in the election process;

b.To exercise the other eligibility rights provided in these Bylaws.

c.This restriction does not prevent a Regular Member who is a natural person from being nominated to the Council under Article 24.

Art. 07.

All members, regardless of category, who fully enjoy their statutory rights have the right to:

a.Use AIPTEC's services, subject to applicable rules;

b.Participate in General Assemblies with the right to speak and vote;

c.Vote in Executive Board elections;

d.Vote to approve or reject nominees to the Council;

e.Vote on the removal of administrators, amendments to the Bylaws, expulsion of members, dissolution of the Association and other matters submitted to the General Assembly;

f.Submit suggestions and proposals on matters of interest to the Association;

g.Apply to participate in activities, programs and projects, subject to their respective requirements;

h.Request information in writing on Association matters, except information protected by legal, contractual or institutional confidentiality;

i.Convene the General Assembly jointly with other members, subject to the percentage and procedure set out in these Bylaws;

j.Request withdrawal from membership.

Art. 08.

All members have the duty to:

a.Safeguard AIPTEC's good name and preserve its property, materials and assets, being liable for damage they demonstrably cause.

b.Comply with and ensure compliance with these Bylaws, internal regulations and resolutions duly approved by the Association's bodies;

c.Pay duly established membership dues on time, except where exemptions are provided in these Bylaws or approved by the General Assembly;

d.Respect resolutions of the General Assembly, councils and Executive Board, and the laws applicable to this Association;

e.Protect AIPTEC's prestige and good reputation, refraining from acts that compromise its financial and moral integrity;

Art. 09.

Admission of a new member shall depend on:

a.An application by the interested party or a proposal by a member;

b.Demonstrated compatibility with institutional objectives;

c.Express acceptance of these Bylaws and internal regulations;

d.Review and reasoned approval by the Executive Board.

i.Meeting formal requirements does not create an individual entitlement or automatic right to membership; the Executive Board shall decide on admission according to compatibility, suitability, timeliness and AIPTEC's institutional interests.

ii.Review shall consider the applicant's integrity, connection with institutional objectives and ability to contribute to the Association's activities.

iii.Refusal based on discriminatory criteria or criteria incompatible with the Association's purposes is prohibited.

iv.The Executive Board may consult the Council when the nature or circumstances of the application warrant it.

Art. 10.

Membership resignation shall occur through a written request, on paper or electronically, submitted by the interested party to the Executive Board.

a.Voluntary withdrawal requires no approval and takes effect upon receipt of the request, without prejudice to previously accrued obligations.

b.The request shall be recorded in the membership register and communicated to the Executive Board.

Art. 11.

A member may be expelled only for just cause, including:

a.Serious or repeated violation of these Bylaws, internal regulations or resolutions of the Association's bodies;

b.Unlawful acts or conduct causing material, moral, institutional or reputational harm to AIPTEC;

c.Misappropriation, diversion, retention or misuse of the Association's property, funds, information or rights;

d.Physical assault, threats or serious insults against members, collaborators or third parties in the context of institutional activities;

e.Serious departure from the Association's purposes;

f.Unjustified abandonment of duties or repeated breach of statutory obligations, following a prior warning where appropriate.

g.Expulsion requires a reasoned decision by the Executive Board and full compliance with the procedure in the next article.

Art. 12.

The expulsion procedure shall ensure the opportunity to contest allegations, a full defense and the right to appeal.

a.The member shall be notified in writing of the alleged facts, the rules allegedly violated and existing documents.

b.The member shall have at least 10 (ten) business days to submit a written defense and documents and request the production of relevant evidence.

c.After the evidentiary phase, the Executive Board shall issue a reasoned decision by majority vote; no member directly interested in the outcome may take part in the decision.

d.An expulsion decision may be appealed to the General Assembly within 10 (ten) business days of notification.

e.The General Assembly shall issue the final appeal decision, ensuring the appellant an opportunity to be heard.

f.The appeal shall suspend the effects of the decision unless a reasoned precautionary decision is necessary to prevent a concrete and immediate risk to property, persons or the Association's activities.

Art. 13.

Readmission shall follow the same procedures as admission, also considering the applicant's previous conduct and activities within the Association.

Art. 14.

Readmission is prohibited for members expelled under items “a” through “d” of Article 11.

Art. 15.

Membership is personal and non-transferable.

a.The death of an individual member terminates membership; political rights, positions, titles or interests in Association assets shall not pass to heirs.

b.The dissolution, extinction or deregistration of a legal-entity member terminates its membership.

c.In cases of merger by absorption, consolidation or other business succession, the successor legal entity may request admission or continued membership, subject to the procedure in Article 9.

d.Sale, assignment, negotiation or transfer of membership status or title for consideration is prohibited.

e.The Association may maintain historical records of deceased members or dissolved legal entities without creating membership or property rights.

Art. 16.

Members shall have no right to reimbursement of dues, donations or other amounts provided to the Association.

Art. 17.

A decision granting or denying admission shall be recorded and reasoned; the interested party may request reconsideration by the Executive Board within 10 (ten) days of notification.

Art. 18.

The General Assembly may establish ordinary or extraordinary membership dues, specifying amounts, frequency, due dates, adjustment criteria, applicable categories and any exemptions.

a.The General Assembly may revise amounts whenever necessary to maintain institutional activities.

b.The establishment or modification of dues shall be expressly included in the meeting notice and respective minutes.

Art. 19.

Members shall have no personal or subsidiary liability for obligations incurred by this Association;

Art. 20.

AIPTEC shall not distribute any gross or net operating surpluses, dividends, bonuses, participations or portions of its assets among members, officers, council members, collaborators or third parties; these shall be applied entirely to its institutional objectives.

Art. 21.

The Executive Board is AIPTEC's executive administrative body and shall consist of:

I –President;

II –Vice-President;

III –Treasurer.

a.The Executive Board shall meet whenever necessary, as convened by the President or a majority of its members.

b.Meetings shall require the presence of a majority of members and resolutions shall be passed by a simple majority of those present.

c.In the event of a tie, the President shall have the casting vote.

d.Executive Board decisions shall be recorded in minutes or a specific resolution.

e.No member may participate in a decision involving a personal, professional or economic interest conflicting with the Association's interests.

Art. 22.

The General Assembly may create non-statutory coordination units, departments or auxiliary executive directorates according to the Association's needs, upon a proposal by the Executive Board.

a.The act establishing an auxiliary structure shall define its name, duties, reporting line and duration;

b.Its officeholders shall be appointed and removed by the President after Executive Board approval, unless the General Assembly determines a different procedure;

c.Their terms shall coincide with that of the Executive Board that nominated them; reappointment is permitted;

d.They shall not form part of the statutory Executive Board or have voting rights in administrative bodies by virtue of their positions, without prejudice to rights they already hold as members;

e.Auxiliary structures shall report to the President and be governed by internal regulations approved by the Executive Board.

Art. 23.

At every General Assembly, meeting or institutional act requiring minutes or a formal record, an ad hoc secretary shall be selected to serve as secretary, record resolutions, prepare the minutes and sign them together with the chair of the proceedings, and arrange collection and validation of other required signatures.

Art. 24.

The Council shall consist of 2 (two) members selected from Founding, Honorary or Regular Members who are natural persons and fully enjoy their statutory rights.

a.Council members shall be nominated by the President of the Association; appointment is conditional on General Assembly approval and recording of the resolution in the Minutes Book.

b.Council membership shall not be determined through candidacy or an election process, but through presidential nomination and General Assembly approval.

c.The General Assembly may individually approve or reject each nominee and is not bound by the President's nomination.

d.If a nominee is rejected, the President shall submit another name at the same meeting, where possible, or at a new Assembly convened for that purpose.

e.Council members shall serve 3 (three) years and may be reappointed through a new nomination and General Assembly approval.

f.Serving Executive Board members may not be nominated to the Council.

g.A Regular Member that is a legal entity may not serve on the Council or nominate its representative solely by virtue of institutional representation.

h.A council member may decline appointment or resign at any time by formal notice to the Executive Board; resignation takes effect upon receipt.

i.An Assembly convened to approve a council nominee or remove a council member shall meet and resolve matters according to the quorums in these Bylaws.

j.The Council shall meet ordinarily at least once a year before the Assembly reviewing the accounts, and extraordinarily whenever necessary.

k.Meetings may be convened by either council member, the President or one-fifth of the members, by notice to Council members.

l.The Council may meet only with both members present.

m.Decisions shall be made by mutual agreement and recorded in minutes.

n.In the absence of consensus, each council member shall present a reasoned position and the matter shall be referred to the General Assembly.

Art. 25.

The Council is the Association's collegiate guidance, monitoring and oversight body, responsible for:

a.Monitoring compliance with the Bylaws and General Assembly resolutions;

b.Overseeing administrative and financial acts of the Executive Board;

c.Reviewing and issuing opinions on reports, balance sheets, financial statements and accounts before submission to the General Assembly;

d.Monitoring audits and requesting necessary explanations;

e.Recommending administrative and governance measures to the Executive Board;

f.Reporting any identified irregularities to the General Assembly;

g.Performing other duties provided in these Bylaws.

Art. 26.

The Executive Board's term shall be 2 (two) years, with successive reelections permitted through a new election process.

a.The election process shall be conducted by an Electoral Committee consisting of 3 (three) non-candidate members appointed by the Council at least 45 (forty-five) days before the election;

b.If the Council does not appoint the Electoral Committee on time, the General Assembly shall be convened to appoint it.

c.No Electoral Committee member may join a slate, participate in internal election campaigning or have a direct interest in the outcome.

d.The election notice shall be published at least 30 (thirty) days before the election and include:

i.Election date, time and place;

ii.Positions contested and eligibility criteria;

iii.Voting format (in person or electronic);

iv.Procedures for challenging and replacing candidacies.

e.Eligibility for Executive Board positions is restricted to Founding and Honorary Members who fully enjoy their statutory rights, are current on dues when applicable, are not subject to disciplinary proceedings and have not been removed for just cause;

f.Elections shall be by direct, secret and individual vote; electronic voting may be permitted by an Electoral Committee decision.

g.The slate obtaining a simple majority of valid votes shall be elected. In a tie, the slate whose presidential candidate has the longest Association membership shall be elected.

h.Votes shall be counted immediately after voting closes, with minutes prepared and official results announced.

i.The new Executive Board shall take office immediately after counting, in a ceremony conducted by the outgoing Board or Council and recorded in specific minutes.

j.Election challenges, complaints and appeals shall initially be decided by the Electoral Committee, with appeal to the Council within the period set in the notice, ensuring the opportunity to contest allegations, a full defense, impartiality and transparency.

Art. 27.

In the event of death, resignation, permanent incapacity, removal or withdrawal of an Executive Board or Council member:

a.The Vice-President shall assume the Presidency for the remainder of the term;

b.A vacancy in the Vice-Presidency or Treasurer position shall require an Extraordinary General Assembly to elect a substitute;

c.For a Council vacancy, the President shall nominate a new council member, subject to General Assembly approval;

d.The substitute shall serve the remainder of the current term.

e.If the Presidency and Vice-Presidency become vacant simultaneously, the Treasurer shall temporarily perform only essential administrative acts and convene an Extraordinary General Assembly to elect substitutes within 30 (thirty) days.

f.If all Executive Board positions are vacant, the Council shall immediately convene an Extraordinary General Assembly.

g.The Assembly to fill a vacancy shall be convened within 30 (thirty) days.

Art. 28.

Employees, collaborators, scholarship holders, consultants and service providers may receive remuneration for services actually provided to the Association, provided that:

a.There is a contractual instrument or equivalent document;

b.Remuneration is compatible with market rates;

c.Applicable labor, civil, tax and social security laws are observed;

d.Services are evidenced by reports, deliverables, activity records or other reliable documents;

e.When public funds are used, limits established by law, public notice, work plan, agreement, contract or partnership instrument are observed.

Art. 29.

Executive Board and Council positions shall be unpaid and voluntary, creating no entitlement to salary, bonuses, fees or remuneration solely by virtue of the statutory position.

Art. 30.

Executive Board and Council members and other Association members may be hired to provide professional, technical or operational services distinct from the ordinary duties of their statutory positions, provided that:

a.Services are necessary for the Association's activities;

b.They are actually performed and evidenced;

c.Hiring is formalized through a specific instrument;

d.Remuneration is compatible with market rates;

e.The interested party does not participate in the hiring decision;

f.Integrity, transparency and conflict-of-interest rules are observed;

g.The hiring is itemized in the accounts.

h.Remuneration received for services may not individually exceed the remuneration ceiling applicable to the federal public service.

Art. 31.

Every hiring and service provision by an Association, Executive Board or Council member shall be covered by a specific instrument and itemized in the Association's accounts, identifying the provider, services, performance period and amounts paid.

Art. 32.

Paid service provision does not create an employment relationship with the Association unless the requirements of labor law are present.

a.Remuneration shall be granted only after verification and proof of the work performed by the member, through activity reports or other appropriate documents evidencing completion of assigned tasks.

Art. 33.

Hiring an Executive Board or Council member for paid services distinct from statutory duties requires prior General Assembly approval, without the interested party taking part in discussion or voting.

a.Hiring a member who does not hold a statutory position may be approved by the Executive Board, without the interested party participating in the decision.

b.The decision shall specify the nature of the services, duration, remuneration, justification for hiring and compatibility with market rates.

c.Payment may be made only after proof that services have been performed.

Art. 34.

Transparency and Ethics:

a.All remuneration paid to Association, Executive Board or Council members for professional services distinct from their statutory duties shall be transparently recorded in the Association's financial reports;

b.All remunerated members are expected to perform their duties ethically, responsibly and diligently, avoiding conflicts of interest and ensuring prudent and effective use of institutional resources.

Art. 35.

The President shall:

a.Direct, coordinate and supervise the Association's administration, respecting the powers of the General Assembly, Executive Board and Council;

b.Comply with and enforce these Bylaws, internal rules and resolutions of the General Assembly, Executive Board and Council;

c.Receive admission and readmission applications and submit them to the Executive Board, and receive and record resignation or leave requests, following these Bylaws;

d.Prepare AIPTEC's annual budget, estimating revenue and setting expenditure;

e.Submit proposals for auxiliary coordination units, departments or executive directorates to the Executive Board for subsequent General Assembly resolution under Article 22, and appoint and remove their officeholders after Board approval, unless otherwise resolved by the Assembly;

f.Account to the Council and submit the accounts to the General Assembly for review and resolution;

g.Legally represent AIPTEC as claimant or defendant, in and out of court, with authority to appoint attorneys and agents through a specific instrument with expressly defined powers;

h.Sign agreements and contracts;

i.Take urgent and unavoidable measures to preserve Association interests when the competent body cannot meet beforehand, submitting such acts to Executive Board ratification at its next meeting;

j.Authenticate papers requiring the President's signature and initials;

k.Propose salaries, bonuses, scholarships and other forms of remuneration, subject to the budget, applicable law and these Bylaws.

Art. 36.

The Vice-President shall:

a.Replace the President during absence, incapacity, resignation or vacancy, exercising the powers in Article 35 during that replacement;

b.Collaborate with the President in analyzing, discussing and implementing Association matters;

Art. 37.

The Treasurer shall:

a.Sign banking transactions and other financial-management documents jointly with the President;

b.Control cash and financial transactions;

c.Arrange reports, trial balances and accounts;

d.Pay duly authorized expenses included in the budget or approved by the Executive Board;

e.Maintain accounting and asset control of Association property, rights and obligations jointly with the President and under Council oversight;

f.Assist the President in preparing the annual budget;

g.Monitor receipt of financial resources, property and rights.

Art. 38.

The General Assembly shall meet:

I –Ordinarily, once a year, preferably by the end of the fourth month following the close of the institutional year, to review the activity report, financial statements, Council opinion, accounts and other agenda items;

II –Extraordinarily, whenever the Association's interests require.

Art. 39.

The General Assembly may be convened:

I –By the President;

II –By a majority of Executive Board members;

III –By a majority of Council members;

IV –By one-fifth of members under Article 40.

a.At least 8 (eight) calendar days' notice shall be given.

Art. 40.

One-fifth of members may directly convene the General Assembly.

a.Members shall submit a written request containing the agenda, justification, proposed date and identification of the requesting members.

b.The request shall initially be submitted to the President, who shall arrange the convocation within 5 (five) days.

c.If the Assembly is not convened within that period, the requesting members may convene it directly, observing the same formalities and time limits applicable to other Assemblies.

Art. 41.

The General Assembly shall consist of members fully enjoying their statutory rights.

a.Except where special quorums apply, the Assembly shall be constituted:

i.On first call, with an absolute majority of voting members present;

ii.On second call, 30 (thirty) minutes later, with any number of voting members present.

iii.Except as provided in these Bylaws, resolutions shall be passed by a simple majority of valid votes of members present.

b.For these Bylaws:

i.An absolute majority means more than half of all members entitled to vote;

ii.A simple majority means more than half of the valid votes of members present.

c.Abstentions and invalid votes shall not count as valid votes.

Art. 42.

The General Assembly shall be chaired by the President or, in the President's absence or incapacity, the Vice-President.

a.If both are absent or unable to act, the Assembly shall select a chair from those present.

b.The chair shall designate an ad hoc secretary under Article 23.

Art. 43.

General Assemblies and meetings of other Association bodies may be held in person, virtually or in hybrid form, provided participant identification, participation, voting and recording of resolutions are ensured.

a.Minutes shall be prepared on paper or electronically, in chronological order, and signed by the chair and secretary, without prejudice to other legally or registrationally required signatures.

b.Signatures may be handwritten or electronic, provided authorship and document integrity can be verified and they are accepted by law and the competent registry.

c.A duly signed electronic file shall be considered an original for all purposes.

d.The Association shall maintain a storage system ensuring the integrity, availability, authenticity, traceability and preservation of minutes.

Art. 44.

Individual members may not be represented by proxy at an Assembly.

a.This prohibition does not apply to legal-entity members, which participate through their legal representative or a person formally designated under their founding documents.

Art. 45.

The General Assembly has exclusive authority to:

a.Elect and remove Executive Board members;

b.Approve or reject Council nominees and remove Council members;

c.Amend or revise these Bylaws;

d.Review and decide on annual accounts;

e.Resolve on dissolution of the Association;

f.Decide appeals against membership expulsion;

g.Approve acquisition, disposal or encumbrance of real estate;

h.Approve membership dues;

i.Resolve on matters of significant institutional interest.

j.Removal of administrators and amendment of these Bylaws require an Assembly specially convened for that purpose and affirmative votes from an absolute majority of all voting members.

k.Removal proceedings shall ensure the interested party an opportunity to contest allegations and a full defense; directly interested persons shall be barred from voting.

l.Dissolution shall follow the special quorums in Chapter XI.

Art. 46.

The meeting notice shall state:

i.The Association's name;

ii.The date and time of the first and second calls;

iii.The physical location or electronic meeting platform;

iv.The agenda, clearly describing matters to be decided;

v.Instructions for access, participation and voting for electronic meetings.

vi.Notice may be sent by email, messaging application, institutional publication, correspondence or another means providing evidence of dispatch.

vii.The Assembly may decide only matters on the agenda, except purely informational or urgent matters that do not involve Bylaw amendments, removal, elections, dissolution or significant asset disposals.

Art. 47.

To achieve its objectives, AIPTEC shall directly execute projects, programs, action plans and funding calls, receive donations of physical, human and financial resources, and obtain support from private companies, other associations, foundations and other non-governmental entities, and public-sector agencies and companies operating in areas related to its institutional objectives.

Art. 48.

To pursue its objectives, AIPTEC may enter into agreements, contracts, management contracts, partnership instruments, cooperation instruments and other arrangements, and coordinate in the most suitable manner with public and private, Brazilian and foreign entities.

Art. 49.

Financial resources needed to maintain the Association may be obtained through:

a.Management contracts, agreements, partnership instruments, collaboration instruments, funding instruments and other arrangements with natural or legal persons, public or private, Brazilian or foreign;

b.Donations, legacies, inheritances and subsidies;

c.Services, supply of products and activities compatible with institutional objectives;

d.Returns on investments of its financial and other assets;

e.Membership contributions;

f.Revenue from grants for research and studies conducted by or under the supervision of the Association;

g.Copyright income and royalties from exploitation of intellectual or industrial rights it owns or is entitled to exploit;

h.Revenue from courses, events, projects, programs, consulting and other institutional activities;

i.Other lawful revenue compatible with the Association's non-economic nature and objectives;

Art. 50.

The Association's assets shall consist of rights and movable and immovable property, vehicles, shares, securities, valuables, patents and other assets it may acquire.

Art. 51.

Permanent assets forming the Association's property shall be identified in a computerized asset inventory to control use and preservation and record them in the annual balance sheet.

Art. 52.

AIPTEC may not distribute property or portions of net assets under any circumstances, including withdrawal, departure or death of a member; all financial surpluses shall be applied to developing its activities.

Art. 53.

The Association may be dissolved:

a.By a final, unappealable judicial decision;

b.When inability to operate, deviation from its purposes or subsequent loss of usefulness of its institutional mission is established; or

c.At the will of members, through a resolution of an Extraordinary General Assembly specially convened for that purpose.

Art. 54.

In the case under Article 53(c), the Extraordinary General Assembly may be constituted only with an absolute majority of voting members present.

Art. 55.

Subject to the quorum in Article 54, dissolution requires affirmative votes amounting to at least two-thirds of valid votes of members present.

Art. 56.

The notice shall expressly state that the Extraordinary General Assembly is convened to decide on dissolution of the Association.

Art. 57.

Once dissolution is approved, the Extraordinary General Assembly shall appoint the person responsible for liquidation, establish the necessary procedures and decide on the destination of remaining assets, subject to these Bylaws and current law.

Art. 58.

Upon dissolution, after settlement of all legal, labor, tax, contractual and financial obligations, remaining net assets shall be transferred to another private-law, non-economic legal entity duly registered in Brazil's National Register of Legal Entities (CNPJ), with institutional objectives identical or similar to those of the Association.

a.The recipient shall be selected by the Extraordinary General Assembly deciding dissolution or another Assembly specially convened for that purpose.

b.If transfer to a private entity meeting these conditions is impossible, remaining assets shall be transferred to a municipal, state or federal public institution with identical or similar purposes, as resolved by the General Assembly and subject to current law.

c.If no public institution meets the conditions, remaining assets shall be allocated as required by applicable law.

Art. 59.

Distribution of any portion of the Association's assets, revenue, results, financial surpluses or property to members, officers, council members, founders, supporters or third parties, in any form or under any pretext, is prohibited.

Art. 60.

The Association shall keep the following records:

a.Minutes of General Assemblies and Council and Executive Board meetings;

b.Membership records;

c.Student and performance records;

d.Course and training completion records;

e.Asset records;

f.Agreement records;

g.Balance sheets and accounts;

h.Other books required by current law;

Art. 61.

The Association's fiscal year shall coincide with the calendar year, beginning on 1 January and ending on 31 December.

Sole paragraph. At the end of each fiscal year, the Executive Board shall prepare annual management accounts containing, at a minimum:

a.A report of activities carried out during the period;

b.Accounting and financial statements;

c.A balance sheet;

d.A statement of income and expenses;

e.Necessary supporting documents;

f.Required clearance certificates;

g.The Council's opinion;

h.An independent auditor's report, when required.

Art. 62.

The General Assembly shall review and decide on annual accounts submitted by the Executive Board and may approve them, approve them with reservations, reject them or require inquiries and additional explanations or documents.

Art. 63.

Annual accounts shall be submitted to the General Assembly after each fiscal year closes, upon notice given as prescribed in these Bylaws.

Art. 64.

Executive Board members directly involved in preparing or implementing the accounts may provide explanations but shall not vote on approval of their own accounts. Only votes of members not disqualified shall count toward the decision-making majority.

Art. 65.

The General Assembly's decision on the accounts shall be expressly recorded in its minutes, with any approved reservations, recommendations, instructions or measures.

Art. 66.

The Association's accountability shall observe:

a.Fundamental accounting principles and Brazilian Accounting Standards;

b.Publication of the activity report and accounting and financial statements by any effective means;

c.When the Association is qualified as a Social Organization, publication of the required documents in the official gazette of the qualifying state or municipality at fiscal year-end, keeping them available for any citizen's examination and review;

d.Audits, including by independent auditors, when required by law or because resources derive from a management contract, partnership, agreement, collaboration instrument, funding instrument or equivalent arrangement; and

e.Accountability for all public-origin resources and property, according to current law and the terms of the respective notice, contract, agreement, instrument or transfer arrangement.

Art. 67.

Publication under Article 66 shall include, where applicable, debt clearance certificates and other documents required by law or the instrument from which the resources originated.

Art. 68.

The Association shall submit its financial statements to independent audit whenever:

i.Required by law or regulation;

ii.Required by a notice, contract, agreement, collaboration instrument, funding instrument, management contract or equivalent arrangement;

iii.Required by a funding body or partner;

iv.Resolved by the General Assembly;

v.The Council recommends an audit through a reasoned decision and the General Assembly approves the engagement.

Art. 69.

The Association may voluntarily engage independent auditors whenever considered necessary for transparency, governance or operational security.

Art. 70.

Independent audits shall be performed by a legally qualified accountant or accounting firm duly registered with the Regional Accounting Council; registration in the National Register of Independent Auditors shall be required where stipulated by law or applicable professional standards.

a.The auditor shall be independent and have no relationship compromising impartiality toward the Association, Executive Board, Council or members.

b.The Executive Board shall engage the auditor following a Council opinion and inform the General Assembly when presenting the accounts.

Art. 71.

Presentation and Publication of Reports:

a.The audit report shall be submitted to the Executive Board and Council within 90 (ninety) days after the fiscal year closes.

b.The report shall be included on the agenda of the first subsequent ordinary General Assembly following delivery.

c.The full report shall be available to members and legally competent bodies; an executive summary or public version may be published on the institutional website, protecting personal data, trade secrets, confidential information and other legally or contractually protected information.

Art. 72.

Oversight and Control:

a.AIPTEC's Council shall monitor the audit, request explanations from the auditor and report any irregularities to the competent bodies.

b.Unjustified failure to conduct a mandatory audit shall subject those responsible to applicable internal measures and civil, administrative or criminal liability under applicable law.

Art. 73.

Integrity Policy:

a.AIPTEC shall adopt an Integrity and Compliance Policy to prevent, detect and correct irregularities, unethical or unlawful conduct, conflicts of interest, fraud and corruption.

b.The Integrity Policy shall be mandatory throughout its organizational structure, including branches, projects and partnerships.

c.The policy shall include, at a minimum:

i.A Code of Ethical Conduct;

ii.Integrity rules for contracting and partnerships;

iii.A reporting channel;

iv.Protection for good-faith whistleblowers;

v.Internal administrative sanctions;

vi.Training and capacity-building programs;

vii.Continuous monitoring and evaluation mechanisms.

Art. 74.

AIPTEC may establish an independent, advisory Integrity Committee consisting of at least 3 (three) members designated by the Executive Board and approved by the Council.

a.The term, additional powers, operating quorum and procedures of the Committee shall be defined in the Integrity Policy.

b.A Committee member shall not participate in proceedings involving personal interests, a person with whom the member has a significant relationship or a situation compromising impartiality.

c.The Committee shall:

i.Receive, record and analyze communications and reports;

ii.Recommend preventive, corrective or disciplinary measures;

iii.Propose updates to the Integrity Policy;

iv.Preserve confidentiality and protect good-faith whistleblowers;

v.Refer matters exceeding its authority to competent bodies.

Art. 75.

Transparency and Disclosure

a.The Integrity Policy shall be public and digitally accessible.

b.Integrity reports and corrective measures may be disclosed annually, protecting the legally required confidentiality of the parties involved.

Art. 76.

These Bylaws constitute the Association's supreme internal rules and shall be known to all members.

Art. 77.

AIPTEC's first Executive Board and Council shall take office in the manner and for the terms stated in the Minutes of the Founding General Assembly; the election procedures in Article 26 shall apply to subsequent elections.

Art. 78.

AIPTEC may create, organize, maintain, modify or discontinue courses, training, projects and programs related to its institutional objectives; reallocate places, personnel and equipment; and hire or rent rooms, laboratories, teaching spaces and other facilities necessary for its activities.

Art. 79.

Administrative or operational matters not provided for shall be provisionally resolved by the Executive Board, subject to these Bylaws and applicable law.

a.Decisions shall be submitted to General Assembly ratification when they involve significant matters, another body's authority, members' rights or questions concerning the Bylaws.

b.No interpretation may alter, restrict or expand a Bylaw provision in a manner equivalent to amendment.

c.Interpretation disputes between the Executive Board and Council shall be decided by the General Assembly.

Art. 80.

These Bylaws may be amended in whole or in part only by an Extraordinary General Assembly specially convened for that purpose, with affirmative votes from an absolute majority of all voting members, subject to Article 45.

Art. 81.

Bylaw amendments shall take internal effect on the date set by the General Assembly and effect against third parties upon recording with the competent Civil Registry of Legal Entities.

Art. 82.

The courts of the Judicial District of Cianorte, State of Paraná, shall have jurisdiction over disputes or questions arising from these Bylaws, except where mandatory legal jurisdiction applies.