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Art. 1st. ASSOCIAÇÃO ARENA HUB (“Association”) is a non-profit, private legal entity governed by these Bylaws, Law No. 10,406/2002 (“Civil Code”) and other legal provisions applicable to associations.


Art. 2nd. The Association will have its headquarters and jurisdiction in the city of São Paulo, State of São Paulo, Rua Estados Unidos, nº 1.140, Sala Oxford, Jardins, CEP: 01427-001.


Art. 3rd. The duration of the Association is indefinite, and it may open or close branches throughout the national territory upon approval by the General Assembly.

Single paragraph. Notwithstanding the provisions of Art. 3 above, units or representations may be created in any part of the national territory with the simple approval of the Deliberative Council.




Art. 4th. The Association aims to bring together individuals and companies that work directly or indirectly in the sports and entertainment market in order to share solutions related to new trends and technologies to be applied in the mentioned market, in addition to promoting the development of the sport and entertainment.


First Paragraph. In order to fulfill its purposes, the Association will observe the principles of legality, impersonality, morality, publicity, economy and efficiency and will not make any discrimination based on race, color, gender or religion, and may, therefore, carry out the following activities:

The)   Promote the sharing of experiences within the Association's ecosystem, regularly offering events to bring together individuals and companies that act directly or indirectly in this market;

B)   Foster the development of the sports and entertainment industry through innovation, training and solutions, understanding the needs and needs of the sports industry and adapting to effective solutions;
   Bring corporations, federations, associations, confederations, national and international clubs, individuals and legal entities closer to the Startups ecosystem in order to implement new methodologies, processes and products that enhance their results;

d)   Innovate by supporting the transformation of the sports and entertainment industry by practicing the application of new trends and concepts;

and)   Boost the business generated among the participants of our ecosystem through meetups, events, hackathons, visits and networking;

f)   Foster the growth of the Startups ecosystem that are correlated with the sports and entertainment industry through processes of acceleration, training and generation of a sense of community;

g)   Map the challenges and solutions of the market, demonstrating the results achieved with the publication of reports and materials;

H)   Impact the sport and entertainment chain with practical and effective results, with relevant social impact. Ensure the use of the best and most innovative market practices, driving digital transformation and ecosystem empowerment;

i)   Support actions that promote the development of areas that are related to sport and entertainment, such as health, education, safety, environment; and

j)   Direct the activities of the Association in a way that, whenever possible, generates social impact.


Second Paragraph. For the purposes of this Article, the implementation of the foreseen activities is configured through the direct or indirect execution of projects, programs and related action plans, through the donation of physical, human and financial resources, or even through the provision of intermediary services support to other organizations and public bodies that work in areas related to the Association.


Third Paragraph. The activities of the Association may be developed alone or through agreements, exchange programs or partnerships with other institutions, societies or public or private bodies.


Fourth Paragraph. The Association may adopt internal policies or set specific rules through its Deliberative Council to discipline administrative procedures.


Fifth Paragraph. It is expressly prohibited to use the Association's corporate name in acts or businesses that are foreign to its corporate purpose.
Sixth Paragraph. It is expressly forbidden, being null and void in relation to the Association, the acts practiced by any of the associates, directors, directors, employees and attorneys that involve it in obligations, businesses or operations that are foreign to the corporate purpose.



Art. 5th. The membership will be composed of an unlimited number of Members, who will be admitted after completing the Enrollment Term and delivering it to the Association's headquarters, with the classification of the member's category, according to the requirements of the respective categories described below:

The)   Founder: Associates who participated in the founding of the Association and in its General Assembly of Incorporation;

B)   Startup: Startup associates that have synergy with the sports and entertainment market. Members of this category may make a monthly contribution, which will be defined in accordance with Article 7;

ç)   Company: Members with profile of maintainers, leagues, clubs, associations, federations, confederation, public entities. Members of this category may make an annual, semiannual or monthly contribution, which will be defined in accordance with Article 7;

d)   Entrepreneur: Associates individuals in the process of ideation of their company. Members of this category must make a monthly contribution, which will be defined in accordance with Article 7; and

and)   Premium: Maintaining associates who purchase the platinum quota, which will be defined in accordance with Article 7, and they will be able to appoint a member to the Administrative Council.

f)   Volunteers: all individuals who provide regular voluntary service, admitted by the Deliberative Council, who must comply with specific legislation, including signing the “Volunteer Work Adherence Term” and other norms and rules on volunteering adopted by the Association.


Art. 6th. The Associates are not jointly or severally liable for the debts and other obligations of the Association, nor will they receive any amount in the event of withdrawal, exclusion or dissolution of the Association.


Single paragraph. Members may provide services to the Association, provided that it is proven that such contracting has been preceded by a competition process, in accordance with the Association's internal policies, and that its economic and financial parameters are within those practiced by the market at the time of contracting. .
Art. 7th The value of the contributions of all associates, regardless of category, will be defined and fixed by the Executive Board, in an annual meeting called for this purpose, whose value will be valid for the year following that in which the aforementioned Meeting took place.


Single paragraph. The value of the defined contribution represents the minimum value that the associates must contribute to the Association, in their respective categories, however, they can make contributions above the value established by the Executive Board.


Art. 8th. The rights of Associates are:

I.   Vote and be voted for any position of the Management Bodies as provided for in these Bylaws;

II.   Participate in all associative activities;

III.   Enjoy the benefits offered by the Association as provided for in these Bylaws;

IV.   Withdraw from the Association when deemed necessary and at any time;

v.   Denounce any resolution that violates the rules contained in these Bylaws and/or the Internal Regulations.


First Paragraph. Only members will have the right to vote at General Meetings.
mentioned in items “a” and “e” of Article 5 above.


Second Paragraph. The social rights provided for in these Bylaws are personal and non-transferable. Associates will be in full enjoyment of their rights, as long as they are up to date with their pecuniary obligations.


Third Paragraph. Members in full enjoyment of their rights will be entitled to be voted for the positions of the governing bodies at General Meetings, provided that they have been a member for at least 2 (two) years prior to the date of the elections, as well as having been identified by the Meeting. General as a participant in the activities of the Association.


Art. 9th. The duties of associates are:

The.   Comply with and enforce these Statutes;
   Respect and comply with the decisions of the General Assembly;
   Care for the good name and defend the interests of the Association;
   Punctually pay the monthly fees and/or annuities and other pecuniary obligations due to the Association;
   Vote on the occasion of the elections, observing the provisions of the first paragraph of Art. 8th above;
   Not to create, disclose, register, sponsor or contribute to the development of any distinctive signs, works, software, projects in general and that involve copyright, advertisements, publicity or materials that reference, cause confusion or are alluding to brands or industrial heritage and intellectual of the Association.
   To appear on the occasion of the elections; and
   Report any irregularity found within the Association so that the General Assembly can take the appropriate measures.


Art. 10th Associates may withdraw from the Association upon written request, duly substantiated, as well as being subject to the penalty of exclusion, at the discretion of the Executive Board, whose decision must be endorsed by the Deliberative Council, in the following cases:

I.   Failure to comply with the Bylaws and/or the Association's internal rules and procedures;

II.   Defamation of the Association, its members or associates;

III.   Failure to comply with the decisions of the General Assembly, the Deliberative Council or the Executive Board;

IV.   Promotion of activities contrary to the interests or purposes of the Association;

v.   Judicial dissolution, declaration of bankruptcy or request for judicial or extrajudicial recovery of any Associate;

SAW.   Practice of acts incompatible with the objectives of the Association;

VII.   For serious reasons, and in this case there is a need for a reasoned decision by the absolute majority of those present at the General Meeting convened for this purpose.


First Paragraph. The Executive Board will send notification to the Associate who performs any of the acts listed in the caput of this article, informing him about the practice of said acts, which will give rise to his exclusion, so that he can remedy the irregularity or exercise his right of defense within 10 (ten) days from the date of receipt of the notification, by sending a defense addressed to the Executive Board.


Second Paragraph. After the expiry of the period described in the previous Paragraph, regardless of the presentation of the defense, the representation will be decided in a meeting of the Executive Board, by a simple majority of votes of those present.


Third Paragraph. If the Board of Directors deems the arguments presented in defense of the Associate to be unfounded, it must convene a Deliberative Council Meeting, within 30 (thirty) days from the decision of dismissal, so that the latter body decides on the application of the penalty referred to in this article.
Fourth Paragraph. After the period stipulated in Paragraph One above has elapsed, without the Associate presenting a defense, he will be considered excluded from the membership of this Association.

Fifth Paragraph. Once excluded, whatever the reason, the member will not have the right to claim indemnification or compensation of any nature, in any capacity.


Art. 11th The penalties applied by the Executive Board, for the absences or non-compliance of the associates, may consist of:

The)   Written notice;
   Suspension of 30 (thirty) days up to 01 (one) year of the member to exercise their rights and participation in events of the Association;
   Elimination of membership, according to the procedure of Art. 10 above.



Art. 12th The Administrative Bodies of the Association are:

I   - General meeting;
   - Deliberative Council; and III - Executive Board.


First Paragraph. With the exception of the provisions of Art. 25 of these Bylaws, none of the members of the Administrative Bodies, jointly or individually, will receive any percentage, participation, bonus or any advantages for the performance of their positions, nor will they be jointly or severally liable for the obligations contracted or responsibility of the Association.


Second Paragraph. The Association's Administrative Bodies will adopt necessary and sufficient administrative management practices to prevent the obtaining, individually or collectively, of personal benefits or advantages, as a result of participation in the respective decision-making process.

Third Paragraph. The calls for the Meetings of the Administrative Bodies of the Association will be made by post or by email, both with confirmation of receipt, to all its members, indicating the agenda of the works, according to the specifications of each body in chapters V and VI below.


Fourth Paragraph. The members of the Administrative Bodies may appoint attorneys-in-fact to exercise the vote, provided that the appointed attorney-in-fact is also a member of the same Administrative Body and is also in full enjoyment of his/her social rights.


Art. 13th It is hereby established that the members that make up the Management Bodies may accumulate positions/functions.

Art. 14th The General Assembly, made up of all regularly registered Associates, will be chaired by the Chairman of the Deliberative Council. The General Meeting will meet, ordinarily, within the first 4 (four) months after the end of the previous fiscal year and, extraordinarily, whenever necessary, upon convening:

(The)   the President of the Executive Board; or
   the Chairman of the Deliberative Council; or
   of at least 1/5 (one fifth) of the Associates, through a request addressed to the President of the Deliberative Council and the Executive Board.


Single paragraph. When the General Meeting is convened by the Associates, the resolutions taken will only be valid if the number of Associates present is not less than the number of signatures contained in the request referred to in subparagraph (c) of the caput of this article.


Article 15. It is incumbent upon the Ordinary General Meeting to:

The.   Election and dismissal of the members of the Deliberative Council, Executive Board and Fiscal Council;

B.   Annually approve the financial statements, which will be presented together with the opinion on the administration's accounts and the management report issued by the Deliberative Council;

ç.   To establish the global remuneration of the administrators, the Deliberative Council being responsible for its distribution;

d.   Amend the Bylaws; and

and.   Discussion and approval of the liquidation of the Association.


First Paragraph. The convening of the Ordinary General Meeting must be made by means of a public notice set at the Association's registered office at least 10 (ten) days in advance, which will include: place, day, month, year, time of the first and second convening, agenda and the name of the one who summoned her.


Second Paragraph. The Annual General Meeting of Associates will take place, on first call, with the presence of the absolute majority of Founding Associates and Business Associates, as well as the members of the Management Bodies and on second call, half an hour after the first call, with any number of attendees .


Third Paragraph. The resolutions on the matters object of the Annual Shareholders' Meeting will be taken by a simple majority of the votes of those present, except in the cases provided for in these Bylaws and in the applicable legislation in force.


Section I

Art. 16th The Deliberative Council will be composed of a minimum of 3 (three) and a maximum of 7 (seven) members, all elected and dismissed by the General Assembly. The term of office of the Board will be 03 (three) years, reelection being permitted. Board members will remain in office until newly elected board members take office.


First Paragraph. The Chairman of the Board will be elected and replaced by the members of the Board itself, by a simple majority.


Second Paragraph. In the event of absence or temporary incapacity of any director, he must be temporarily replaced by a substitute appointed by the Deliberative Council. In the event of resignation, death or permanent incapacity of any member, or their refusal to comply with their obligations, a General Meeting will be called, within 10 (ten) days from the occurrence of the event, to appoint a replacement who will serve for the period remaining term of office of the replaced Director.


Third Paragraph. The Deliberative Council will meet ordinarily every three months or extraordinarily, whenever necessary, by written notice of any of its members, at least 8 (eight) days in advance of the Meeting, which may be waived in the event of the attendance of all Directors. The notices must inform the date, time, place and agenda, attaching documents or proposals to be appreciated or discussed.


Fourth Paragraph. Any meetings of the Deliberative Council, ordinary or extraordinary, will be considered, as a general rule, validly installed with the presence of the majority of its members.

Art. 17th. It is incumbent upon the Deliberative Council, by absolute majority of votes:

The)   Election and temporary replacement, in case of resignation or death, of any of the members of the Executive Board of the Association, as well as the establishment of the specific attributions of the Directors, observing the other provisions of these Bylaws and any indications presented by the Chief Executive Officer;

B)   Establishment and alteration of the individual compensation of the managers, the indirect benefits and other incentives of the Officers, observing the global limit of the management compensation established by the General Meeting;

ç)   Approval of business or contracts of any nature between the Association and any third parties, pursuant to Art. 20, Paragraph Three;
   Approval of the Association's annual budget and respective revisions, always in accordance with the Business Plan;

and)   Convene, and take the analysis of the General Assembly, matters that affect the interest of all Associates;

f)   Establish and/or appoint Special Commissions for the development, assistance and implementation of the Deliberative Council's activities;

g)   Proposal for the General Meeting of dissolution, total or partial, or liquidation of the Association;

H)   Approve the practice of any acts, including the execution of any agreements or contracts, which generate the obligation of disbursement of resources by the Association in an amount greater than BRL 3,000,000.00 (three million reais), either in a single act or in a series of related acts in a period of 12 (twelve) months, which has not been object of the Annual Plan or annual budget of the corresponding fiscal year; and

i)   The contracting of financial loans, of any kind, on behalf of the Association.

j)   Fixing and altering the individual compensation of managers, indirect benefits and other incentives for the Officers, observing the global limit of management compensation established by the General Meeting.



Art. 18th. The Executive Board will be composed of at least 02 (two) and at most 5 (five) statutory members, being 01 (one) Chief Executive Officer; 01 (one) Vice-President; and the other directors without specific designation, with a term of office of 02 (two) years, reelection permitted. The members of the Board of Executive Officers will be elected by the Deliberative Council and will be removed, at any time, by the General Meeting.


Single paragraph. In the event of absence or temporary incapacity of any member of the Executive Board, he must be temporarily replaced by a substitute appointed by the Deliberative Council. In the event of resignation, death or permanent incapacity of any member, or their refusal to comply with their obligations, a General Meeting will be called, within 05 (five) days from the occurrence of the event, to appoint a substitute who will serve for the period remainder of term of the replaced Director.


Art. 19th The Board of Directors is the executive and representative body of the Association, and it is responsible for ensuring its regular functioning, having powers to perform any and all acts related to the social purposes, except those that by law or by provision of these Bylaws depend on prior approval. the Deliberative Council or the General Assembly, as the case may be.
Art. 20th These are assignments:


First Paragraph. From the Chief Executive Officer, including, but not limited to:

The)   Represent the Association, in or out of court;
   Chair the meetings of the Executive Board;
   Indicate to the Deliberative Council a suggestion of names to occupy the positions of the Executive Board;
   Elaborate the budget proposal and the annual investment program of the Association;
   To prepare the agenda for the meetings of the Executive Board;
   Regularly present management reports, including Balance Sheets and Trial Balances, as well as financial statements and submit them for approval by the Audit Committee and the General Meeting;
   Comply with and enforce these Bylaws, the internal rules and procedures, as well as the decisions of all the Bodies of the Association;

Second Paragraph. The Vice President's duties include, but are not limited to:

The)   Replace the President in his duties, whenever necessary;
   To assume the Presidency, in case of resignation, impediment or death of the President;
   Perform other functions assigned to it by the President.

Third Paragraph. The Legal Director will be responsible for:

The)   Ensure compliance with legal precepts and appropriate practices that guide the Association's actions, through support and guidance in the execution of contracts and any other documents that may be necessary;
   Represent the Association before judicial forums, defending its rights and interests;
   Provide the issuance of legal opinions on facts or actions demanded by the Association, guiding the legal procedures and observances;
   Advise the Executive Board regarding legal demands, giving them support regarding the legal aspects of their actions;
   Provide support for the organizational development of the Association, through the establishment of norms, internal regulations and methods; and
   Perform other functions assigned to it by the Chief Executive Officer.

Fourth Paragraph. The duties of the Directors without specific designation will be:

The)   Decide on matters pertaining to the Executive Board during its meetings;
   Assist the President and Vice-President in their duties;
   Take care of matters entrusted to it by the President and/or Vice-President;
   Ensure that the Association is always up-to-date in the defense of the interests of the Associates and of these Statutes; and
   Perform other functions assigned to it by the Executive President.


Art. 21st. All acts, operations, contracts or documents that oblige or imply liability for the Association, or relieve third parties of responsibility or obligations towards the Association must, under penalty of not having any effect against it, be signed:

I.   By the Chief Executive Officer together with any of the other Executive Directors of the Association;
   By 2 (two) Officers, jointly, for the practice of any acts, contracts or documents without expressed values or documents with an express value of up to R$500,000.00 (five hundred thousand reais) in a single operation; or
   1 (one) Officer together with 1 (one) attorney-in-fact with specific powers, subject to the limit of the second paragraph, below.


First Paragraph. The powers of attorney will be granted on behalf of the Association and will be valid for a maximum of 1 (one) year, except for ad judicia powers of attorney, which may have a longer term or even an indefinite term. The powers of attorney granted on behalf of the Association must provide for specific powers to perform any acts, provided they are related to the Association's social purposes and up to a maximum limit of BRL 500,000.00 (five hundred thousand reais) in a single operation.


Second Paragraph. Directors and attorneys are prohibited from performing acts that are foreign to the corporate purpose, as well as providing guarantees or assuming obligations for the benefit or in favor of third parties without the prior and express consent of the Deliberative Council, being ineffective in relation to the Association the acts performed in violation of the established on this device.



Art. 22nd The Association's Supervisory Board, to be installed once a year, will be composed of at least 3 (three) effective members, all with a term of office of 1 (one) year, reelection being permitted by the General Meeting under the conditions provided for by law.


First Paragraph. The Fiscal Council will meet, ordinarily, within the first 4 (four) months after the end of the previous fiscal year, always before the Annual General Meeting, to give an opinion on the accounts presented by the Executive Board; and extraordinarily, whenever convened by its President or by the President of any other Administrative Body of the Association, deliberating by a simple majority of votes.


Second Paragraph. It is incumbent upon the Supervisory Board:

The)   Supervise budget execution, periodically examining and approving the accounting and financial performance, as well as the equity operations carried out;
   Issue, in the first four months of each year, its opinion on the accounts, Balance Sheet and Financial Statements for the year ended, which must be presented to the General Meeting; and
   Hire 1 (one) independent auditing company to audit the Association's accounts whenever it deems necessary.



Art. 23rd The Fiscal Year will begin on January 1st and end on December 31st of each year. At the end of each fiscal year, the Executive Board will prepare the balance sheet and other financial statements.


First Paragraph. The rendering of accounts will be presented by the Executive Board, together with the Management Report, to the Deliberative Council and to the General Meeting for approval


Second Paragraph. The rendering of accounts made by the Executive Board will observe the fundamental accounting principles and the Brazilian accounting standards in force.


Third Paragraph. Publicity will be made, by any effective means, to the Association's activity report and financial statements, so that such documents and information will be available for review by any interested party.


Fourth Paragraph. The rendering of accounts of resources and goods of public origin and eventually received will be carried out as determined by the Sole Paragraph of Art. 70 of the Federal Constitution.


Fifth Paragraph. The rendering of accounts described in the previous paragraph will be audited by independent external auditors, in case of application of eventual public resources.




Art. 24th The Association will have as a source of financial resources the raising of funds with sponsors; event promotion; courses; speeches; competitions; creation and sale of materials and products with the Association's brand; commissioning; development of solutions for the sports market and the assignment of physical spaces.


First Paragraph. Also, the Association's sources of revenue are:
   values from conventions, meetings, exhibitions, seminars, debate forums, congresses, fairs, publications of interest and publicity;
   sponsorships for activities, projects and events promoted by the Association;
   values arising from the activities of communication organs and other bodies that may be created by the Association;
   amounts arising from interest on cash and other types of income;
   subsidies received from the Government;
   commission for intermediaries between Associates with synergy and businesses that generate development for the Association;
   values from the creation, co-creation and development of products and services with sponsors, startups, companies in the entertainment and sports industry;
   licensing of products, software, platforms, technologies or any intellectual property developed by it;
   contributions from sponsors, sports industry companies and users of services provided by the Association; and
   agreements, adjustments or agreements signed with Public or Private Powers.


Second Paragraph. The Association will also obtain financial resources through sponsorships paid by the Company and Premium Associates; as well as being able to receive donations and legacies from both individuals and legal entities. The Association may develop economic activities related to its corporate purpose, and the values arising from these activities must be applied to achieve its corporate purposes.


Third Paragraph. Any and all resources received by the Association may only be used in its social activities.


Fourth Paragraph. The association will not make any distribution, among its partners or associates, directors, officers, employees, donors or third parties, of any operating surplus from its activities, such as surplus in bank accounts, results, leftovers, or dividends, or of any other interests or portions of its assets. This restriction does not prohibit the payment of remuneration, fixed or variable, to employees and third parties hired by the association, observing the requirements of effectiveness, necessity and usual, for the provision of essential services for the development of its activities.


Fifth Paragraph. The Association will not distribute assets or a portion of shareholders' equity under any circumstances, including due to dismissal, withdrawal or death of Associates or members of the Management Bodies. Any financial surplus arising from the activities of the Association will be, mandatorily, reinvested in the development of the activities of the Association.


Sixth Paragraph. The Association, in compliance with the principles of legality, impersonality, morality, publicity, economy and efficiency, will adopt administrative management practices, necessary and sufficient to prevent the obtaining, individually or collectively, of personal benefits or advantages.


Art. 25th The Association may reimburse expenses and per diems for its Directors and Officers, who are representing the Association anywhere in Brazil and/or abroad, provided that such expenses are proven with the presentation of the competent tax receipts and correspond to the criteria established by the Association.



Art. 26th These Bylaws may be amended, at any time, in whole or in part, by resolution of the General Meeting.


Single paragraph. In the case of statutory reform, a General Meeting will be called, specifically containing the agenda, at least 15 (fifteen) days in advance.



Art. 27th The Association may be liquidated, at any time, by legal determination or resolution of the General Meeting, in the manner already provided for in these Bylaws. In the dissolution and liquidation of the Association, the legal precepts in force will apply, especially the provisions contained in the Civil Code.


Single paragraph. Upon the dissolution of the Association, its assets, legacies and donations, as well as any financial surplus arising from its activities, will be mandatory and fully incorporated into the assets of another non-profit entity, in the same area of activity, qualified within the scope of the Union, State or County.


Art. 28th Cases not covered by these Bylaws will be resolved by the Executive Board, “ad referendum” of the General Meeting.

Art. 29th The admission of any new member to the membership presupposes full knowledge and acceptance of these Bylaws.

Sao Paulo, December 10, 2019.

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