MINUTES OF THE GENERAL ASSEMBLY 

November 27, 2004

Attachments: (1) new proposed statutes given out on the morning of 27/11.
             (2) attendance list.

The meeting began at 1415 hours with the attendace of the Patrimonial Members listed in Attachment 2.

Colin Collins, Coordinator of the Deliberative Council (DC), proposed that Silvio Levy should preside, and offered to be the Secretary of the meeting.  There were no objections.

The only agenda item being the new proposed statutes, the chairman started by mentioning the need to have new statutes in place by January 5,  2005, and saying that the attached proposal, which most of those present were seeing for the first time, was a draft subject to debate, and that it did not necessarily reflect the chairman's opinions but he would do what he could to explain the motivation for each new or changed item, and would allow for comments at each step.  

Given how long the proposed statutes are, he suggested that no secret vote were taken on each motion to approve or emend articles, a vote by show of hands being used instead, always after reading (in Portuguese only, the English-speaking members having stated that it was not necessary to read the English version out loud) and discussion.  There were no objections so this was the procedure adopted.

Articles 1 to 4 were approved by a majority without opposition.

Art 5: An error was corrected in the printed draft: the intention was that item b should say "Non-title members" and that there should be an item b-4, "Temporary member", to agree with later content.

Article 6º §1
After thanking Fritz Louderback for his work in translating the draft statutes into English, the chairman explained that the draft reflects an importante change in the voting structure, from one-share-one-vote to one-person-on-vote, based on the Brazilian Civil Code: in the draft statutes.

The (nonpatrimonial) members Sérgio Omar and then Gilberto, invited by the DC coordinator and the chairman to share their expertise with the meeting, expounded on the Civil Code's articles 48 and 55, which, in their view, give all associates of a nonprofit organization equal voting rights.  Other interpretations of these articles were brought up.  The chairman requested an informal vote to find out the Assembly's will regardless of the constraints supposedly set by the Civil Code, asking if anyone was opposed in priciple to the change in the statutes that gives all voting members the same vote weight. There was no opposition.

Article 6º §2
It was clarified that "spouse" refers to a surviving spouse, and that in the English translation there was a phrase mistakenly left from an earlier version.  It was suggested that surviving spouses should have in any case the right to continue as members.  It was also mentioned than generally the Club has extended to partners the same rights as to spouses.  In later articles in this draft the word "spouse" is usually accompanied by "or equivalent".

Article 6º §3
The chairman expressed his view that the matter of commercial concessions is not dealt with clearly in the old statutes, nor in the new draft; nor is the number of residential and commercial concessions specified.  But the idea is to keep at 200 the number of patrimonial titles; the draft will be clarified accordingly.

The fact was brought up that Patrimonial members don't pay monthly dues, and some felt they should in vew of the club's poor financial situation.  Many objections were raised, especially that setting fees for patrimonial members would go against an established right, since those who bought patrimonial titles did so under the understanding they woul dnever have to pay dues.  The subject was dropped and §3º was approved without change.

Article 7º

The chairman clarified the idee of Organizational Title Members. Several people expressed worries about the introduction of this new member categoria, though each organizational member would have a single vote and its representatives would have to be chosen in accordance with article 20 like all others.
[Margot came in at 15:55 hours]
It was suggested that a clause be added to article 20 requiring that members be naturists; this was approved by unanimity.
[Tuca left at 16:05 hours]
Certain members found article 7 confused.
[Antonio Dallalana left at 16:15 hours]
There was a vote on the article with 7 votes aginst, 5 abstentions, 5 in favor.  A more simply-phrased motion to strike the article passed with no opposition.

Article 8 
A motion to eliminate this article and its sole paragraph passed by an absolute majority.

Article 9
The chairman reminded the Assembly that earlier the sale of titles owned by the Donors (Celso and Luiz Rossi and Paula Andreazza) was exempt from transfer fees, and that this year the DC established a registration tax so the club could benefit not only on all sales of titles, not just some.  This article puts this fee on a statutory base.  It was approved by a majority, with three abstentions and no votes against.

Article 10 
The chairman reminded the Assembly of the legal opinion that the new Civil Code requires equal rights (including voting rights) for all members, adding that the issue is murky and that the Assembly should express its views on who should have the right to vote at Assemblies, regardless of the possible interpretations of the Code. Article 10 extends this right to residential title-holders (who would include at least those who now hold commercial concessions), so they can have a voice in the future of the Club.  The DC Coordenator explained that the idea is to extend and limit the vote to people who save some tangible stake in the Club.

Motion: Voting rights shall be extended to current residential concession holders. 1 abstention, 1 nay, 15 yeas.

The draft statutes eliminate the category of priority members without explaining what would happen to those who now belong to it.  The simplest would be to give them the same rights as contributing members.  It was objected that priority members paid a joining fee and therefore more than contributing members, but it was counter-argued that the rights enjoyed by priority members will continue, in particular they will continue to be able to buy residential concessions (which was the main prerogative that distinguished them from contributing members).  Therefore it was moved that:

In the future the General Assembly will include the holders of residential titles (now called residential concessions) and that title-holders on the one hand be distinguished from non-titleholders on the other, the later having to participation or vote in the Assembly.  17 yeas,no abstentions or nays.

The chairman then moved on to the second major subject, the Club's power structure.  In the draft under consideration, the DC loses the main decision-making role and becomes an advisory body, while a Directorate takes on the decision making.  It was mentioned that it would be difficult to get enough people to fill all the positions required in the draft statutes; even the various director positions from the current statutes (which are subordinato to the DC) are not currently filled.

The chairman also said that in the draft statutes the Club's Presidente will have a great deal of power, including the power to expel a member on his own, there being left only the possibility of appeal to the General Assembly, a cumbersome process.

It was moved that the Assembly should break and reconvene tomorrow 0900 hours; this was approved by unanimity.

The meeting ended at 17:45 hours.

*********************************

The Assembly reconvened at 09:15 hours on Nov 28, still with Silvio Levy as chairman and Colin Collins as Secretary.  The chairman asked if there was any matter other than the statutes to be added to the agenda.  There was none.

Article 13
The chairman made comments on the remaining two new member categories: Junior members and Temporary members.  The idea behind Article 13 is to encourage young members to remain in the Club. It was mentioned that it has been the practice to allow single children of members to enjoy the same right as their parents, almost irrespective of age.  It was suggested that this question be left for the internal norms instead of being covered by statute.

[Marcelo came in at 09:30 hours]

It was moved that article 13 be eliminated; there was an absolute majority in favor.

Article 12
It was immediately remarked that the draft omits the case of residents of RS outside of Porto Alegre.  The chairman said he believes the idea of this article is to allow members to join on a probationary basis, and the fact was brought up that the current statutes already allow for that by stipulating a six-month observation period.  A motion to strike article 12 was approved by unanimity.

Article 11

For clarity, §1 should be eliminated; aproved by unanimidade.

In view of the legal opinion that all members must have the same rights, the chairman suggewsted that in the new statutes, contributing members be called something else not involving the term "member" (since they still won't vote).  He asked for suggestions, and received four: mensalista, contribuinte, freqüentador, freqüentador-contribuinte.  There was a vote and mensalista received 7 votes, contribuinte 0, freqüentador 3, freqüentador-contribuinte 3.  Therefore it was resolved that mensalista, that is, (monthly) dues-payer, should be used throughout the document.

Article 10
The chairman asked if any question or comment was left concerning this article, which was discussed yesterday.  A redundancy was removed ‘as well as .......in the future”.

Article 6º §1
Returning to this article, the chairman called attention to the fact that it does not allow for proxy voting, and that this right, according to his understanding, is guaranteed by law.  There was a debate, some members being opposed and some favorable to proxy voting. Several mentioned that proxy signers presumably have confidence in their representatives.

The chairman observed that the proxy-holder would have time to discuss issues with the proxy-signer if the agenda for Assembly meetings is divulged far enough ahead of time, and that this also would strengthen the meetings allowing greater participation and more thoughtful deliberation.  The same considerations apply to voting by mail/email, which is allowed by the current statutes in the case of elections (nothing is said about other votes).

There was concern with the issue of email authentication and with possible abuses of proxy voting.

Vote by mail/email: approved by an absolute majority.

Vote by proxy with the restriction that a voter can represent at most three persons besides him/herself: 11 in favor, 2 abstentions.

Another proposal, to the effect that the statutes should not mention proxy voting and leave the matter up to the law, garnered only 6 yea votes.

The chairman then returned to the issue of the Club's governance, recapitulating what had been said at the end of yesterday's  meeting.

The chairman does not understand this change, which would give the Club's President too much power and set up a Directorate with the main decision-making role when in fact the functions of the proposed Directorate members (Treasurer, Secretary, etc.) are specialized positions, generally remunerated, and occupied by qualified people from within or outside the organization.  These are meant to be administrators, not direction-setters.  The meeting having been invited to comment, many opinions were heard:

- the Directorate should not have the function of passing judgement on members;
- there should be a forum for appeals;
- the present system works well and trying to set up a presidential system is a bad idea;
- the proposed Director positions should be remunerated;
- a collegiate decision-making body such as the DC is more democratic and better than a Directorate;
- there should be an Ethics Council differente from the Directorate or the DC;
- we lack a group or person who can decide on and apply a master plan, a wider vision;
- the current DC is overloaded with subjects that shouldn't be going up to it and wouldn't be if the directors listed in the current statutes existed;
- there are no directors because there is no money to pay for them;
- it would be easy to include the DC as an appeals court for disciplinary matters, above the Directorate and below General Assembly;
- executive officers should have the power to make expenditures only up to a certain limit, and for larger ones approval should be required from the DC or the Assembly;
[Marcelo left at 11:30 hours]
- no-one will agree to take on the President's tough job without being paid;
- the law demands that the club should have a President, a VP, a Secretary etc. (The chairman read aloud the list of requirements furnished by the Cartório de Notas in Taquara; it does not include specific titles, but the DC Coordenador explained that he was told by the Registrar at the Cartório that she will be looking for a President, a VP etc.)
[Márcio left at 11:40 hours]

The chairman asked if the part of the statutes starting with item 26, about the Directorate, is not too detailed, and if it would not be better to follow the paradigm of the current statutes, with a body like the DC (perhaps under a different name), leaving day-to-day decisions to qualified people.  He asked for a directive about whether the new statutes should be pared down and simplified in this regard, and made more similar to the old one.

[Neri left at 11:43 hours]

One member observed that the present DC gives itself privileges that it does not possess, paying salaries to certain Council members who thus occupy also Director positions, contravening the current statutes.  The chairman refuted this comment, giving his vote of confidence to the DC and stating that the Council members who receive(d) salaries are not directors, already received salaries when they were elected, and in Egon's case the payment was confirmed on 4/22/2004 by a unanimous DC vote (including the vote of Council members trusted by the member who made the comment).

There were more comments on what should be the administrative structure and what is required by law.  
[A few other members had trickled out.]

The DC Coordenador suggested that a date be set for the next Assembly meeting and that it should be soon; and that in the meantime another consultation should be made at the Cartório de Notas.  It was moved that Collins should return to the Cartório de Notas to confirm its requirements and also the penalty in case the deadline of January 5 is not met.  This was approved by a majority.

It was also suggested that a lawyer should be consulted.  It was moved that the DC should find a lawyer who specializes in this area so it can be consulted.  Approved by a majority.

It was moved that the structure of the draft statures be simplified in the matter of the Club governance, and in particular that Chapter 8, starting with article 26, be shortened and made more consistent with the Club's immediate needs and the current statutes.  Approved by a majority.

It was moved that the date of the next Assembly meeting should be set by the DC after the consulation to the Cartório.  Approved by a majority.

The meeting closed at 12:32 with thanks to the chairman for his work.