EXHIBIT 1.5
BYLAWS - CONTAX PARTICIPACOES S.A.
CONSOLIDATED VERSION FOR REFERENCE ONLY
(Bylaws approved at the ESM 11/30/04)
(Subsequent Amendments: ESM 08/17/05; ESM 03/10/06; ESM 11/28/06)
CONTAX PARTICIPACOES S.A.
Corporate Taxpayer's ID (CNPJ) 04.032.433/0001-80
Corporate Registry ID (NIRE) 35300180631
Public Company
BYLAWS
CHAPTER I
NAME, HEAD OFFICE, PURPOSE AND DURATION
ARTICLE 1 - CONTAX PARTICIPACOES S.A. is a joint-stock company, which is ruled
by these Bylaws and by applicable legislation.
ARTICLE 2 - The Company's head office and jurisdiction is located at Rua do
Passeio, 48 to 56 parte, Cinelandia, in the city of Rio de Janeiro, State of Rio
de Janeiro, and it may, by resolution of the Board of Directors, regardless of
authorization of the Shareholders' Meeting, open, maintain and close branches,
offices, warehouses or representation agencies anywhere in the domestic
territory or abroad. (AMENDMENT APPROVED AT THE EXTRAORDINARY SHAREHOLDERS'
MEETING ON MARCH 10, 2006)
ARTICLE 3 - The Company has as purpose the direct or indirect stake in other
companies, commercial or civil ones, as partner, shareholder or quotaholder, in
the country or abroad.
ARTICLE 4 - The duration of the Company shall be undetermined.
CHAPTER II
CAPITAL STOCK AND SHARES
ARTICLE 5 - The capital stock is R$ 223,873,116.10 (two hundred, twenty-three
million, eight hundred, seventy-three thousand, one hundred, sixteen reais and
ten centavos), divided into 364,461,117 shares, of which 121,487,217 are common
shares and 242,973,900 are preferred shares, all book-entry, registered shares
and without par value. (AMENDMENT APPROVED AT THE EXTRAORDINARY SHAREHOLDERS'
MEETING ON NOVEMBER 28, 2006)
PARAGRAPH 1 - The Company is authorized to increase its capital stock up to
500,000,000 (five hundred million) common or preferred shares, regardless of
bylaw amendment, by means of the resolution of the Board of Directors, which
shall determine the issue conditions.
PARAGRAPH 2 - The issue of shares, debentures convertible into shares and
subscription warrants, placement of which shall be made by means of sale in
stock exchange or public subscription, exchange for shares in a public offering
for control acquisition, under the terms of the law, shall exclude the
preemptive right in the subscription.
PARAGRAPH 3 - The preferred shares are not entitled to vote, ensuring them
priority in the reimbursement in the event of the Company's dissolution, without
premium, and in the payment of minimum non-cumulative dividends of (a) 6% (six
percent) per year upon the value resulting from the division of the subscribed
capital by the total number of Company's shares or (b) 3% (three percent) of the
net equity value of the share, prevailing which is higher between (a) and (b).
PARAGRAPH 4 - The preferred shares shall represent up to 2/3 (two thirds) of the
total shares issued by the Company, and the proportion previously existing
amongst common and preferred shares shall be changed in their issue.
PARAGRAPH 5 - The Company shall, by resolution of the Shareholders' Meeting,
grant a stock option on behalf of the administrators and employees, or
individuals who provide services to the company under their control.
PARAGRAPH 6 - The non-realization, by the subscriber, of the amount subscribed
under the conditions provided for by the list or the call shall make him/her
legally be in default, for purposes of the Articles 106 and 107 of the Law
6,404/76, being subject to the payment of the overdue amount adjusted for price
level restatement as per the IGP-M (General Market Price Index) variation in the
lowest periodicity legally admitted, in addition to a 12% (twelve percent)
interest per year, "pro rata temporis" and penalty corresponding to 10% (ten
percent) of the overdue installment amount, duly restated.
CHAPTER III
SECTION I
GENERAL MEETING
ARTICLE 6 - The General Meeting is the Company's senior body, with powers to
resolve on all matters related to the Company's purpose and to take actions
which might be deemed convenient to the defense and advancement of the Company.
ARTICLE 7 - The Shareholders' General Meeting, under the terms of the law, shall
meet:
(a) On an ordinary basis: within the first four months, after the end of the
fiscal year, to:
(i) take the management accounts, discuss and vote the financial
statements;
(ii) elect the Board of Directors, at the appropriate time, and the Audit
Committee, as the case may be; and
(iii) resolve on the allocation of the net income for the year, should
there be any, and the distribution of dividends, as the case may be;
and determine the compensation of the administrators.
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(b) On an extraordinary basis: whenever, by means of legal call notice, the
social interests advise or require the shareholders' pronouncement.
ARTICLE 8 - The General Meeting shall be called by the Chairman of the Board of
Directors, and the Chairman thereof shall consubstantiate the respective act, or
as provided for in the Sole Paragraph of the Article 123 of the Law 6,404 as of
12.15.1976.
ARTICLE 9 - The General Meeting shall be instated by any Officer of the Company,
who shall proceed with the election of the Presiding board, composed of one
chairman and one secretary, chosen amongst those attending the Meeting.
ARTICLE 10 - From the works and resolutions of the General Meeting the minutes
shall be drawn up, signed by the board members and by the attending
shareholders, who represent, at least, the majority required for the resolutions
taken.
PARAGRAPH 1 - The minutes shall be drawn up in the summary format, inclusively
disagreements and complaints.
PARAGRAPH 2 - Except for resolutions contrary to the Meeting, the minutes shall
be published omitting the signatures of the shareholders.
ARTICLE 11 - It is privately incumbent upon the General Meeting to resolve on
the following matters:
a. to amend the Company's bylaws;
b. to elect or dismiss, at any time, the administrators and controllers
of the Company, except the provision in the Article 17, III, of these
Bylaws;
c. to take, annually, the management accounts and resolve on the
financial statements presented by the administrators;
d. to authorize the issue of debentures convertible into shares, except
in the Article 17, XXXI, of these Bylaws;
e. to discontinue the exercise of the shareholder's right;
f. to resolve on the transformation, merger, incorporation and spin-off
of the Company, the dissolution and liquidation thereof, elect and
dismiss liquidators and judge on their accounts;
g. to resolve on the evaluation of the assets which the shareholder shall
compete for the capital stock formation;
h. to authorize the administrators to confess bankruptcy and to file for
chapter 11 workouts.
SECTION II
MANAGEMENT OF THE COMPANY
ARTICLE 12 - The Company shall be managed by a Board of Directors and an
Executive Board, as provided for by the law and these Bylaws, and their members
are exempt from rendering
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guarantee in order to exercise their functions.
PARAGRAPH 1 - The Board of Directors, a collective resolution body, shall
exercise the senior management of the Company.
PARAGRAPH 2 - The Executive Board is the executive management body of the
Company, each one of its members acting according to the respective competence.
PARAGRAPH 3 - The attributions and powers granted by the law to each one of the
management bodies shall not be granted to other body.
SECTION III
BOARD OF DIRECTORS
ARTICLE 13 - The Board of Directors shall be comprised of up to 11 (eleven)
members and equal number of alternates, all shareholders, with the designation
of Board members, elected by the General Meeting and dismissed by it at any
time, with term of office of 3 (three) years, allowing reelection. (AMENDMENT
APPROVED AT THE EXTRAORDINARY SHAREHOLDERS' MEETING ON AUGUST 17, 2005)
PARAGRAPH 1 - After the end of the term of office, the Board members shall
remain in the exercise of their offices up to the investiture of the
administrators who shall substitute them, under the terms of the law and these
Bylaws.
PARAGRAPH 2 - The members of the Board of Directors shall be invested in office
by means of the execution of the respective term, drawn up in the Company's
records.
ARTICLE 14 - The Board of Directors shall have a Chairman chosen amongst its
members, who shall call and chair its meetings, and he shall be elected,
annually, by the majority of votes of its members, and the first election shall
be held immediately after their investitures.
ARTICLE 15 - In the event of vacancy in the position of Board member,
inclusively the Chairman, his/her respective alternate shall take over the
position completing the term of office of the Board member substituted.
PARAGRAPH 1 - In his/her absences or temporary impediments, the Board member
shall be substituted by his/her alternate, specifically for each meeting. In the
assumption of absences or temporary impediments of the Chairman, he shall
indicate amongst the sitting Board members the one who shall temporarily take
over the Chair of the Board of Directors and he/she shall be substituted by
his/her alternate at the respective meetings.
PARAGRAPH 2 - In the event of vacancy in the position of Board member and, in
the absence of his/her alternate to comply with the remaining term of office,
his/her alternates shall be appointed by the other Board members up to the first
General Meeting, which shall be held under the terms of the law.
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ARTICLE 16 - The Board of Directors shall meet, on an ordinary basis, at least
once every quarter and, on an extraordinary basis, whenever necessary, by means
of the call of any Board member.
PARAGRAPH 1 - The extraordinary meetings of the Board shall be called in
writing, with a minimum 5 (five) business day prior notice, which shall contain
the agenda and the matters to be resolved at the respective meeting. Despite of
this provision, the Board of Directors' meeting which all the members attend
shall be consider regular.
PARAGRAPH 2 - The instatement quorum of the Board of Directors' meetings shall
be the majority of the regular members.
PARAGRAPH 3 - The Board of Directors shall resolve by the majority of votes of
those attending the meeting, and the Chairman shall be incumbent, in addition to
his personal vote, upon the casting vote.
PARAGRAPH 4 - The Minutes of the Board of Directors' Meeting which shall elect,
dismiss, designate or determine the Officers' attributions shall be filed with
the State Commercial Registry and published in a local press agency, adopting
the same procedure for acts of other nature, whenever the Board of Directors
judges convenient.
PARAGRAPH 5 - The decisions of the Board of Directors shall be in the Minutes,
which shall be signed by those attending the meeting.
PARAGRAPH 6 - The Board of Directors may determine the creation of advisory
committes to assist the members of the Board and define their respective
composition and specific duties.
PARAGRAPH 7 - These committes will analyze and discuss matters defined as under
their authority and forumlate proposals and recommendatioms for deliberation by
the Board of Directors.
ARTICLE 17 - It is incumbent upon the Board of Directors:
I. to establish the general policy of the Company's business and follow up the
execution thereof;
II. to approve and change the Company's annual budget and the business goals
and strategies provided for the subsequent period;
III. to elect and remove, at any time, the Company's officers, establishing
their attributions, in compliance with the legal and statutory provisions,
as well as to choose the main executive of the Company;
IV. to inspect the management of the Officers, examine, at any time, the
Company's books, request information on agreements entered into or about to
be entered into or on any other acts;
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V. to attribute the monthly fees to each member of the Company's Board of
Directors, Executive Board and Audit Committee, when operating, as well as
to establish the guidelines regarding the remuneration of the managers and
members of the Fiscal Council of controlled companies;
VI. to choose, dismiss the independent auditors;
VII. to call the General Meeting;
VIII. to approve and submit to the General Meeting the financial statements and
the Management Report of the Company, therein included the consolidated
statements;
IX. to approve and amend the Internal Regulation of the Board of Directors;
X. to establish the location of the Company's head office , as well as to
create and extinguish branches, agencies, offices, departments and
representations anywhere in the domestic territory and abroad;
XI. to submit to the General Meeting the allocation to be given to the net
income for the year;
XII. to resolve on the acquisition of control and stake in other corporations,
as well as the increase in the stake in controlled or associated companies
in the country or abroad;
XIII. to resolve on the creation of any subsidiary;
XIV. authorize the divestiture, wholly or partly, of the shares owned by it in
its subsdiaries and associated companies, if such shares represent more
than R$10,000,000.00 (ten million reais), which is not allocated in the
Company's annual budget;
XV. to authorize the company or its controlled companies to sign associations
and shareholders' agreements;
XVI. to authorize the acquisition of shares issued by the Company for purposes
of canceling or remaining in treasury and subsequent disposal;
XVII. to approve investments exceeding R$ 10,000,000.00 (ten million reais),
whenever not provided for in the Company's annual budget;
XVIII. to approve any loan, financing or granting of any collateral or personal
guarantee by the Company or its controlled companies, within the period
comprised by the budget then in effect, which, individually or
cumulatively, exceed the amount of R$ 10,000,000.00 (ten million reais);
XIX. approve any individual operation whose amount exceeds R$ 10,000,000.00 (ten
million reais), between the Company and its controlled companies, on the
one hand
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and its shareholders, their controlled companies, associated companies,
holding companies or companies under common control, on the other;
XX. to authorize the execution of agreements of any nature, including
transactions and waivers, implying obligations for the Company or
representing values in an amount exceeding R$ 10,000,000.00 (ten million
reais), not provided for in the Company's budget or its controlled
companies;
XXI. to authorize the Executive Officers to acquire, dispose of and constitute
mortgages or encumbrances of any nature upon permanent assets of the
Company, in amounts representing equal to or in excess of R$ 10,000,000.00
(ten million reais), not provided for in the Company's annual budget or its
controlled companies;
XXII. to determine the vote to be given by the Company's representative at the
General Meetings and meetings of the Corporations in which the Company
participates as shareholder, and previously approve the amendments to the
Articles of Association of the corporations in which the Company
participates as partner, inclusively approving the choice of the
administrators of the controlled or associated companies to be elected with
the Company's vote;
XXIII. to approve the issue of subscription warrants;
XXIV. to approve the issue of debentures non-convertible into shares or their
sale, whether held in treasury;
XXV. to resolve on the issue of shares within the authorized capital limit,
under the terms of the paragraph 1 of the Article 5 of these Bylaws.
SECTION IV
EXECUTIVE BOARD
ARTICLE 18 - The Executive Board shall be comprised of, at least, 2 (two) and,
at most, 5 (five) Officers: 1 (one) Chief Executive Officer, 1 (one) Chief
Financial Officer, and the others ones shall be Officers, without a specific
designation, shareholders or not, domiciled in the country, elected by the Board
of Directors and deposable by the latter at any time, with term of office of
three (3) years, allowing reelection.
PARAGRAPH 1 - The Officers, after the end of the management term, shall remain
in office up to the election and the investiture of the new Officers.
PARAGRAPH 2 - In the event of vacancy in the position of Officer, or impediment
or the sitting Officer, the Board of Directors shall elect the new Officer or
appoint one alternate, whose term of office shall expire jointly with the other
Officers.
PARAGRAPH 3 - In the case of absence or temporary impediment, the Officers shall
substitute one another, reciprocally, as resolved by the Executive Board.
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PARAGRAPH 4 - The members of the Board of Directors, up to one third, at most,
shall be elected for the positions of Officers, thus accumulating functions. In
this assumption, the Board member-Officer shall opt for the compensation which
he/she is entitled to, either as a Board member or as an
executive-administrator.
ARTICLE 19 - The powers of attorney shall always be executed by 2 (two) jointly
Officers, and one of them shall necessarily be the Chief Executive Officer. The
powers of attorney shall also be granted for specific purposes and for a
determined term, not exceeding 1 (one) year, except those which contemplate the
powers of the clause ad judicia. In addition to the term, the powers of attorney
"ad negotia" shall void substitution.
ARTICLE 20 - The Company shall be represented, actively and passively, in any
acts that incur obligations or exempt third parties from obligations with the
Company, by two jointly Officers, by one officer and one attorney-in-fact,
appointed as above, or by two attorneys-in-fact also appointed as above, by
means of the power of attorney to practice the act specified thereof.
PARAGRAPH 1 - Furthermore, the Executive Board shall appoint one of the members
to represent the Company for acts and operations in the country or abroad, or
shall establish an attorney-in-fact only to practice a specific act; and the
minutes that contain the resolution of the Executive Board shall be filed with
the Commercial Registry, whether necessary.
PARAGRAPH 2 - The Company shall be represented separately by any of the members
of the Executive Board, without the formalities provided for by this article, in
the events of receipt of court processes and notices and in the rendering of
personal deposition.
ARTICLE 21 - The Executive Board shall always hold meetings whenever necessary,
and the call shall be incumbent upon the Chief Executive Officer, prior to 2
(two) business days.
PARAGRAPH 1 - The quorum for the instatement of the meetings corresponds to the
majority of members in office, and the resolutions shall be taken by the
favorable vote of the majority of Officers attending the meeting.
PARAGRAPH 2 - The minutes of the meetings and the resolutions of the Executive
Board shall be registered in the Company's records.
ARTICLE 22 - The Executive Board shall exercise the attributions granted by the
Law, the Bylaws and the Board of Directors to take all measures necessary for
the regular operation of the Company.
ARTICLE 23 - It is incumbent upon the Chief Executive Officer to, specifically:
I. supervise all the Company's activities;
II. supervise the activities of the other Officers;
III. submit to the approval of the Board of Directors the work plans and
the annual budgets, the investment plans and the new expansion
programs of the Company and
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its controlled companies, promoting its execution under the terms
approved;
IV. formulate the Company's operating strategies and guidelines, as well
as to establish the criteria for the execution of the resolutions of
the General Meeting and the Board of Directors, with the participation
of the other Officers;
V. coordinate and supervise the Executive Board's activities, calling and
presiding the meetings, with the casting vote in the case of tie;
VI. to represent the Company in meetings and any other deliberative body
of the corporations in which the Company participates. In this event
the minutes of the Board of Director's meeting which contain the
Company's vote orientation shall be presented to the chairman of the
meeting of the aforementioned corporations;
VII. exercise the other attributions which are granted to him/her by the
Board of Directors.
ARTICLE 24 - The Chief Executive Officer shall determine the specific functions
of each Officer, complying with the limits set forth by the Company's Board of
Directors. The representation of the Company with the regulating bodies of the
capital market, in compliance with the provision in the Instruction 202/93,
amended by the Instruction 309/99, both of the Brazilian Securities and Exchange
Commission, shall be incumbent upon to any Officer, as resolved by the Company's
Board of Directors.
ARTICLE 25 - The Executive Board, as a collective body, shall:
I. set forth specific policies and guidelines derived from the general
guidance of the business established by the Board of Directors;
II. elaborate the budget, the form of execution thereof and the Company's
general plans, submitting them to the approval of the Board of
Directors;
III. present to the Board of Directors the proposals from controlled
companies related to the general guidelines of organization, market
development, and the investment plan and budget;
IV. present, from time to time, to the Board of Directors, the general
evolution of the Company's business;
V. propose to the Board of Directors the disposal of the Company's
permanent assets, if the value of these assets is equal to or greater
than R$10,000,000.00 (ten million reais) and the disposal is not laid
down in the Company's annual budget;
VI. present to the Board of Directors the proposal for the Company's
Internal Regulation, with the respective organizational structure;
VII. evaluate the Balance Sheet and the other financial statements and the
Annual Report of the Company, as well as the proposal for allocation
of the net income, submitting them to the Audit Committee, the
Independent Auditors and the Board of Directors; and
VIII. resolve on other matters of collective competence of the Executive
Board or attributed to it by the Board of Directors.
CHAPTER IV
AUDIT COMMITTEE
ARTICLE 26 - The Company shall have an Audit Committee, comprised of 3 (three)
members and
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an equal number of alternates, without permanent character, and it shall only be
elected and instated by the General Meeting by the request of shareholders, in
the cases provided for by the law.
PARAGRAPH 1 - The members of the Audit Committee, individuals, domiciled in the
country, legally qualified, shall be elected by the General Meeting which
resolves the instatement of the body, at the request of shareholders, with term
of office up to the first General Shareholders' Meeting held after the election.
PARAGRAPH 2 - The members of the Audit Committee shall only be entitled to the
compensation determined by the General Meeting during the period of operation of
the body and in the effective exercise of their functions.
PARAGRAPH 3 - The Audit Committee, when instated, shall hold the attributions
provided for by the law, not being delegable the functions of the members
thereof.
CHAPTER VI
FISCAL YEAR, BALANCE SHEET AND FINANCIAL STATEMENTS
ARTICLE 27 - The fiscal year shall last 1 (one) calendar year and shall end in
the last day of December of each year.
ARTICLE 28 - At the end of each fiscal year, the financial statements,
consolidated in the balance sheet, the statements of retained earnings or
accumulated deficit, statements of the net income for the year and statements in
financial position shall be prepared, based on the Company's commercial
accounting, simultaneously in domestic currency and constant purchasing power
currency.
PARAGRAPH 1 - The balance sheet and the financial statements shall be submitted
to the General Meeting by the Board of Directors, based on the elements that
have been presented and proposed by the Executive Board.
PARAGRAPH 2 - The Company shall draw up the Balance Sheet and distribute the
dividends in quarterly periods, as long as the semi-annually paid total
dividends do not exceed the amount of its capital reserves.
PARAGRAPH 3 - Moreover, at any time, the Board of Directors shall resolve on the
distribution of interim dividends, on the account of retained earnings or income
reserves existing in the last annual or semi-annual balance sheet.
ARTICLE 29 - From the net income for the year, possible accumulated deficit and
the provision for income tax shall be deducted, before any interest.
PARAGRAPH 1 - On the remaining income determined as the caput of this article,
the statutory interest of the administrators shall be calculated, up to the
maximum legal limit.
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PARAGRAPH 2 - The net income for the year, obtained after the deduction referred
in the previous paragraph, shall be allocated as follows:
a) 5% (five percent) to legal reserve, reaching 20% (twenty percent) of the
paid-in capital stock. The constitution of Legal Reserve shall be exempted in
the fiscal year in which its balance, plus the amount of the capital reserves,
exceeds 30% (thirty percent) of the capital stock;
b) From the balance of the net income for the year, obtained after the deduction
referred in the previous paragraph and adjusted pursuant to the article 202 of
the Law 6,404/76, 25% (twenty-five percent) shall be allocated to the payment of
mandatory dividend to all the shareholders thereof, in compliance with the
provision in the paragraph 3 of the Article 5.
c) the remaining balance, after the accounting of profit in the unrealized
earnings reserve, will be transferred to the Investment Reserve, aimed at
ensuring investments of the Company's interest, in addition to strengthening its
working capital. This reserve may not exceed, along with the other earnings
reserves, the Capital Stock value. (INCLUDED BY THE EXTRAORDINARY SHAREHOLDERS'
MEETING ON MARCH 10, 2006).
ARTICLE 30 - The dividends not claimed in the term of 3 (three) years, counted
from the date in which they have been offered to shareholders, shall become void
in behalf of the Company.
ARTICLE 31 - The management bodies shall pay or credit interest on own capital
under the terms of the Article 9, paragraph 7, of the Law 9,249, as of
12.26.1995 and the relevant legislation and regulation, up to the limit of the
minimum mandatory dividends referred in the Article 202, of the Law 6,404/76,
which shall be considered by the net value of the income tax.
CHAPTER VII
LIQUIDATION, DISSOLUTION AND EXTINGUISHMENT
ARTICLE 32 - The Company shall enter into liquidation, dissolution and
extinguishment in the events provided for by the law or by virtue of the
resolution of the General Meeting.
SOLE PARAGRAPH - The Board of Directors shall appoint the liquidator, the
measures and guidelines to be followed, determine the fees thereof and elect the
Audit Committee, which shall operate during the liquidation period.
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