BRAZIL AMERICA COUNCIL INC BYLAWS

Governing rules of Brazil America Council Inc.

Article I: Name and Purpose

1.1 Name: The name of the organization shall be Brazil America Council Incorporated (hereinafter referred to as “the Corporation”), incorporated in Florida on January 10, 2018 (Document Number N18000000323), with Employer Identification Number 82-4034077.

1.2 Purpose: The Corporation is organized exclusively for charitable, educational, and cultural purposes under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Specifically, the Corporation seeks to promote cultural exchange, mutual understanding, and collaboration between Brazil and the United States by fostering educational initiatives, community engagement, cultural programs, and economic collaboration. This includes facilitating business connections, trade education, and networking opportunities that celebrate Brazilian heritage, strengthen Brazilian-American community ties, and advance economic and cultural cooperation for the public benefit.

1.3 Nonprofit Status: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, Executive Director-Founder, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. The Corporation shall not carry on any activities not permitted by an organization exempt under Section 501(c)(3) of the Internal Revenue Code or by a corporation organized under Chapter 617 of the Florida Statutes.

Article II: Offices

2.1 Principal Office: The principal office of the Corporation shall be located at 2295 S. Hiawassee Rd Suite 213, Orlando, Orange County, Florida 32835 , or such other place as the Board of Directors may designate.

2.2 Registered Office and Agent: The Corporation shall maintain a registered office and a registered agent in the State of Florida, as required by Chapter 617 of the Florida Statutes. The registered office may be, but need not be, the same as the principal office.

Article III: Membership

3.1 Eligibility: Membership in the Corporation shall be open to individuals, families, students, or businesses that support the mission of the Corporation and pay the applicable membership dues as determined by the Board of Directors.

3.2 Categories and Dues: The Corporation shall have the following membership categories, with annual dues and benefits as follows:

Individual Membership: $50 (Personal), open to individuals (18+), includes access to member-only cultural events, discounted event tickets, newsletter subscription, and invitations to business networking events.
Student Membership: $50, open to full-time students (with valid ID), includes all Individual benefits, access to student-focused programs, and volunteer opportunities at Council events.
Corporate Membership:
- $150 (small business, 1–10 employees)
- $300 (corporate/large business, 26+ employees)
  Open to businesses/organizations, includes all Individual benefits for up to 4 representatives, logo placement on the website/event materials, priority access to business networking and trade workshops, event sponsorship opportunities, and recognition in the annual report.
Trustee: $1000, open to individuals or entities wishing to support the Corporation at a leadership level. Includes all Corporate benefits, plus VIP access to major events, complimentary tickets to flagship programs, special recognition in publications and events, and annual private briefing with the Board.

The Board may adjust dues and benefits annually to support the Corporation’s mission.

3.3 Rights and Privileges: Members shall have no voting rights in the governance of the Corporation, unless otherwise specified by the Board in accordance with Florida law. Members may participate in programs, events, and activities (including business networking and trade education), receive newsletters, and enjoy other benefits as outlined, provided such benefits align with the Corporation’s 501(c)(3) purposes.

3.4 Dues: Dues are non-refundable and shall be used to support the Corporation’s mission, including cultural and business promotion activities. The Board may offer payment plans or waivers for financial hardship, as appropriate.

3.5 Termination: Membership may be terminated by the Board for non-payment of dues, conduct detrimental to the Corporation’s mission, or other reasons deemed appropriate by a majority vote of the Board, after providing the member with reasonable notice and an opportunity to respond.

3.6 Meetings: The Corporation may hold an annual membership meeting or special membership meetings to engage members in its activities, including business and cultural programs, at a time and place determined by the Board. Notice of such meetings shall be provided to members at least seven (7) days in advance via email or other written communication.

Article IV: Board of Directors

4.1 Powers: The Board of Directors shall oversee the management of the Corporation’s activities, property, and affairs, including membership and business promotion policies, ensuring alignment with its mission and compliance with Chapter 617 of the Florida Statutes and applicable federal laws. The Board shall delegate operational authority to the Executive Director-Founder, as provided in Article VII.

4.2 Number: The Board shall consist of no fewer than three (3) and no more than fifteen (15) directors, as determined by the Board, in accordance with Florida law.
Number: The Board shall consist of not less than three (3) and not more than fifteen (15) directors, as determined by the Board in accordance with Florida law.

4.3 Election and Term: Directors shall be elected by a majority vote of the existing Board at the annual meeting. Each director shall serve a term of two (2) years and may be re-elected for up to two additional consecutive terms.

4.4 Resignation and Removal: A director may resign by submitting written notice to the Board President. A director may be removed with or without cause by a two-thirds (2/3) vote of the remaining directors, consistent with Section 617.0808 of the Florida Statutes.

4.5 Vacancies: Vacancies on the Board may be filled by a majority vote of the remaining directors for the unexpired term, as provided in Section 617.0809 of the Florida Statutes.

4.6 Compensation: Directors shall serve without compensation, except for reasonable reimbursement of expenses incurred in connection with their duties, as permitted by Florida law.

Article V: Meetings of the Board

5.1 Regular Meetings: The Board shall hold at least one (1) annual meeting at a time and place determined by the Board, as required by Section 617.0802 of the Florida Statutes.

5.2 Special Meetings: Special meetings may be called by the President or by a written request of at least one-third (1/3) of the directors.

5.3 Notice: Notice of meetings shall be given to each director at least seven (7) days in advance, by email or other written communication, in compliance with Section 617.0822 of the Florida Statutes.

5.4 Quorum: A majority of the directors in office shall constitute a quorum for the transaction of business, as provided in Section 617.0824 of the Florida Statutes.

5.5 Voting: Decisions shall be made by a majority vote of directors present at a meeting where a quorum is established, unless otherwise specified in these Bylaws or Florida law.

5.6 Remote Participation: Directors may participate in meetings via telephone or video conference, providing all participants can communicate simultaneously, as permitted by Section 617.0821 of the Florida Statutes.

Article VI: Officers

6.1 Titles: The officers of the Corporation shall include a President, Vice President, Secretary, and Treasurer, elected by the Board from among its members, as required by Section 617.0840 of the Florida Statutes.

6.2 Duties:
– President: Presides over meetings, represents the Corporation, and oversees its operations in collaboration with the Executive Director-Founder.

Vice President: Assists the President and assumes their duties in their absence.
Secretary: Maintains minutes, records, and official documents, as required by Section 617.0840(2).
Treasurer: Oversees financial affairs, ensures accurate record-keeping, and reports to the Board, in coordination with the Executive Director-Founder.

6.3 Term: Officers shall serve one (1) year terms and may be re-elected.
Term of Office: Officers shall serve one (1) year terms and shall be eligible for re-election.

6.4 Removal: An officer may be removed by a two-thirds (2/3) vote of the Board, consistent with Florida law.

Article VII: Executive Director-Founder

7.1 Appointment and Role: The Board shall have a Founding Chief Executive Officer, who shall serve as the chief executive officer of the Corporation and shall be recognized as the Founder for his or her role in the establishment of the organization. The Founding Chief Executive Officer shall be responsible for the day-to-day management of the Corporation’s operations, programs, membership activities and business promotion initiatives, under the direction and supervision of the Board of Directors.

7.2 Duties: The Executive Director-Founder shall:

Implement the policies and strategic plans approved by the Board, including cultural, educational, and business promotion programs.
Manage the Corporation’s programs, operations, membership engagement, business networking, and budget, in coordination with the Treasurer.
Hire, supervise, and terminate staff, subject to Board-approved policies.
Represent the Corporation in external relations, including partnerships, community engagement, business connections, and fundraising, as delegated by the Board.
Report regularly to the Board on the Corporation’s activities, finances, membership, business initiatives, and progress toward its mission.

7.3 Compensation: The Executive Director-Founder may receive reasonable compensation for their services, as determined by the Board, provided such compensation complies with Section 501(c)(3) of the Internal Revenue Code and Section 617.0833 of the Florida Statutes.

7.4 Board Membership: The Executive Director-Founder may serve as a non-voting ex-officio member of the Board, unless elected as a voting director. If serving as a voting director, the Executive Director-Founder shall comply with the Corporation’s conflict of interest policy and refuse themselves from decisions involving their compensation or employment.

7.5 Succession: If the Executive Director-Founder is no longer able or willing to serve, the Board may appoint a successor Executive Director, retaining the “Founder” title for the original appointee in an honorary capacity, if appropriate.

7.6 Succession: If the Founding Chief Executive Officer is no longer able or willing to serve, the Board may appoint a successor Chief Executive Officer, retaining the title “Founder” for the original appointee in an honorary capacity, if appropriate.

Article VIII: Committees

8.1 Formation: The Board may create committees as needed, such as an Executive Committee, Program Committee, Membership Committee, or Business Development Committee, by resolution, as permitted by Section 617.0825 of the Florida Statutes. The Executive Director-Founder may serve as a non-voting ex-officio member of committees, as designated by the Board.

8.2 Authority: Committees shall have such authority as delegated by the Board, except that no committee may amend the Bylaws, elect or remove directors, or dissolve the Corporation.

8.3 Composition: Each committee shall include at least two (2) directors, with additional members, including the Executive Director-Founder or members, as appointed by the Board.

Article IX: Books and Records

9.1 Maintenance: The Corporation shall maintain complete and accurate books and records of accounts, minutes of Board and committee meetings, membership records, and records of business promotion activities, as well as a copy of its Articles of Incorporation and Bylaws as amended, as required by Section 617.1601 of the Florida Statutes.

9.2 Inspection: Records shall be available for inspection by directors at reasonable times, in accordance with Section 617.1602. The Executive Director-Founder shall ensure proper maintenance of operational, membership, and business-related records.

Article X: Conflict of Interest

10.1 Policy: The Board shall adopt a conflict of interest policy to protect the Corporation’s interests when contemplating transactions that may benefit a director, officer, Executive Director-Founder, member, or employee, in compliance with Section 617.0832 of the Florida Statutes. Directors, officers, and the Executive Director-Founder shall disclose any potential conflicts annually and refuse themselves from related decisions, particularly regarding the Executive Director-Founder’s compensation, employment, or business-related transactions.

Article XI: Amendments

11.1 Procedure: These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the directors present at a meeting where a quorum is established, provided notice of the proposed amendment is given at least seven (7) days in advance, as permitted by Section 617.1002 of the Florida Statutes.

11.2 Compliance: No amendment shall cause the Corporation to cease to qualify as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code or violate Chapter 617 of the Florida Statutes.

Article XII: Dissolution

12.1 Procedure: Upon dissolution, the Board shall, after paying or making provision for all liabilities, distribute the remaining assets to one or more organizations exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by a majority vote of the Board, in accordance with Section 617.1403 of the Florida Statutes.

Article XIII: Indemnification

13.1 Protection: The Corporation shall indemnify its directors, officers, and Executive Director-Founder to the fullest extent permitted by Section 617.0831 of the Florida Statutes against expenses incurred in connection with their duties, provided they acted in good faith and in the best interests of the Corporation.

Article XIV: Fiscal Year

1. Fiscal Year: The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year, unless otherwise determined by the Board.
Fiscal Year: The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year, unless otherwise determined by the Board.

Adoption of Bylaws | Adoption of the Statute

We, the undersigned, are the directors of Brazil America Council Incorporated, and we consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of the Corporation.
We, the undersigned, are the directors of Brazil America Council Incorporated, and do consent to and hereby adopt the above Bylaws as the Bylaws of the Corporation.

ADOPTED AND APPROVED by the Board of Directors on this [insert date] day of [insert month], [insert year].
ADOPTED AND APPROVED by the Board of Directors this [insert date] day of [insert month], [insert year].

___________________________
David Micena-President
Brazil America Council Incorporated

___________________________
Junior Public-Secretary
Brazil America Council Incorporated