Article 1º - Hotéis Othon S.A. is a corporation governed by these Bylaws and by the applicable laws.
Article 2º - The Company’s headquarters and jurisdiction are located in the city and state of Rio de Janeiro (RJ) and it may open branches, offices or other establishments anywhere within Brazil or abroad, at the discretion of its Board of Directors.
Article 3º - The Company is engaged in the exploration, development and/or management of hotels, in any of its forms, on your own or by hiring third parties and other activities related to the operation of retail or entertainment on the premises of the hotel units, provision of services to third parties related to hotels such as laundry services and other consulting and technical assistance of the hotel business and related services, hiring musicians and artists, as well as promotion of musical events and artistic performances live, the practice of market operation floating rate exchange (dollar tourism) as regulated by the Central Bank of Brazil and also equity participation in other companies.
Article 4º - The Company´s duration shall be indeterminate.
Article 5º - The Company´s fully subscribed and paid-in capital stocks is of R$31.981.164,60, divided into 183.724.120 (one hundred and eighty three million, seven hundred and twenty four thousand and one hundred and twenty) shares, being 104.779.173 (one hundred and four million, seven hundred and seventy nine thousand, one hundred and seventy three) common and 78.944.947 (seventy eight million, nine hundred forty four thousand and nine hundred forty seven) preferred shares, all with no nominal value.
Sole Paragraph: The General Shareholders Meeting may, subject to the approval of shareholders representing at least half of the shares entitled to vote, decide on the creation of different classes of preferred shares.
Article 6º - The Company is authorized to increase its capital by means of resolution of the Board of Directors, regardless of any amendment to the bylaws, up to the limit of R$38.999.825,28 (thirty eight million, nine hundred and ninety nine thousand, eight hundred and twenty five reais and twenty eight cents), being 65% of preferred shares and 35% of common shares.
Article 7º - The Company may, by resolution of Board of Directors, issue debentures and warrants, being the last ones to be sold or assigned as an additional benefit to subscribers of its shares;
First Paragraph - The Board of Directors may, by resolution of the General Shareholders Meeting, may issue debentures convertible or not into shares, and determine the issue conditions as the term, payment conditions and issue types.
Second Paragraph - The Board of Directors when deliberating the issue for consideration of the warrants must state the price, the form of placement and payment terms.
Third Paragraph - When issuing bonds as an additional benefit to subscribers of shares, the resolution of the Board of Directors shall state the reasons for the decision.
Article 8º - The Board of Directors as set forth in paragraph 3 of Article 168 of Law 6404/76, may authorize the Board to grant stock options to executive officers and employees.
Article 9º - The General Assembly or the Board of Directors may determine that the issuance of shares, convertible debentures and warrants to take place without preemptive rights to existing shareholders in any of the cases specified in Article 172 and its sole paragraph of Law 6404/76.
Sole Paragraph - Not away the right of first refusal, it must be exercised within 30 days from the publication of the act that decide to increase the capital, otherwise decay.
Article 10º - The Company may not trade its own shares, except in the cases stipulated by paragraph 1º of Article 30, Law 6404/76. In Hypotheses, trading with the shares will be subject to the Board of Directors.
Article 11º - The common shares are freely available and subscription and each one correspond to one vote at general meetings.
Article 12º - The preferred shares are non-voting and have the following advantages: a) priority in capital reimbursement, without premium, in the case of dissolution of the company b) and participate fully in the Company‘s results to dividends competing on an equal footing with common shares, plus 10% of the amount paid to the latter.
Article 13º - The General Assembly meets in regular session, within four (4) months following the end of the fiscal year and, extraordinarily, whenever called: a) by the Chairman of the Board, on its own initiative or at the request of two of peers, b) by two or more members of the Board of Directors who have previously requested the President to convene the Council if it does not promote the publication of the call notice within ten (10) days of receipt of the request, c) by Fiscal Council Board member or by the shareholders, in cases specified by law.
Article 14º - The General Assembly will settle on first call, with the presence of shareholders representing at least 1/4 (one quarter) of the share capital with voting rights; second call will be installing any number.
Sole Paragraph: The General Shareholders Meeting shall be presided over by the chairman of the Board of Directors, with secretary chosen by him. In the absence of the chairman of the Board of Directors, the chairman and secretary are to be chosen by the attending shareholders.
Article 15º - The shareholder may be represented at the general meeting pursuant to paragraph 1, article 26 of Law 6404/76, since the power of attorney has been deposited at the Company 24 (twenty four) hours before the meeting begins.
First Section: general rules
Article 16º - The Company shall be managed by the Board of Directors and the Board of Executive Officers.
Article 17º - The term of office of the members of the board of directors and board of executive officers is 2 (two) years, eligible for reelection and extends to the investiture of the managers who succeed.
Article 18º - Company´s managers are not obliged to pledge to guarantee the performance of their duties.
Article 19º - The Shareholders Meeting shall determine the compensation of Company´s management, which shall be established on a global basis, and the Board of Directors shall establish the individual compensation of each manager.
Article 20º - Members of Board of Directors and officers shall take office upon signature of the investiture instrument drawn up in the Company´s records - Book of Minutes of Board of Directors Meetings or Executive Officers, according to paragraphs of article 149 of law 6404/76.
Second Section: Board of Directors - Article 21 - The Board of Directors shall comprise at least 3 (three) and no more than 10 (ten) members, all of them shareholders, elected at a General Shareholders Meeting.
Sole Paragraph - Possession of a Board member, resident or domiciled abroad is conditional on the provision of resident representative in the country, with powers to receive service in actions against him based on the proposed corporate law, by proxy with an expiration date that should extend for at least three years after the end of the term of office of councilor. Article 22 - The Board of Directors elect, among its members, the chairman.
First Paragraph - The chairman of the Board of Directors, in the event of temporary absence or impediment, shall be replaced by another board member chosen by him.
Second Paragraph - In the event of vacancy of the Board of Directors chairman, the Board of Directors should meet and appoint a new chairman.
Third Paragraph - Will have the right to elect and remove a member and an alternate member of the Board of Directors, in a separate vote at the general meeting, excluding the controlling shareholder, the majority of the holders, respectively a) shares with voting rights, representing, at least, 15% (fifteen) of shares with voting rights; and b) preferred shares representing, at least, 10% (tem per cent) of capital.
Article 23º - In the event that a board member becomes vacant, the Company´s Board of Directors shall meet to appoint replacement for the remainder of said member´s term, and appoint an alternate member for a similar term of office.
Article 24º - Each board member shall prepare a written indication of his substitute in the event of vacancy or impediment. The substitute accumulates the position, including the right to vote in Board of Directors meetings.
Article 25º - The Board of Directors meets ordinarily once a quarter and, extraordinarily, whenever corporate interests so require, the calls being made by the chairman or by any two Board members.
Sole Paragraph - The meetings of the Board are installed with the presence of a majority of its members. Decisions are taken by majority vote of those present, and they must be included at the minutes recorded in the Book of Minutes of Meetings of the Board of Directors.
Article 26º - Besides other matters provided for by laws and herein, it shall be the responsibility of the Board of Directors to resolve on the following matters: I - approve: a) the Company‘s annual budget, b) the distribution of interim dividends or intermediaries (Article 38, paragraph one), c) the bylaws of the Company d) the choice of Executive Officers of subsidiaries or affiliates to be elected with the votes of the Company; II - previously authorize the Executive officers to: a) install or close branches or offices b) grant security interests in real estate or fiduciary c) dispose or encumber real property or equity d) dispose of or encumber assets of fixed assets, when the value of the transaction exceeds R$ 100,000.00 (one hundred thousand reais), e) to integrate acquired assets, when the value of the transaction exceeds R$ 100,000.00 (one hundred thousand reais), f) enter into contracts worth over R$ 100,000.00 (one hundred thousand reais) or a maturity of over two (2) years g) perform acts that imply compromise, waiver or renunciation of rights; h) appoint attorneys on behalf of the Company, approving the terms of their respective mandates; III - indicate: a) an officer or attorney to represent the Company as provided in Article 34 hereof, b) the officer responsible for the role of investor relations.
First Paragraph - The authorizations referred to in the item II above may be given generally or in each case.
Second Paragraph - The amounts referred to in subparagraphs d, e and f of item II shall be annually adjusted by the IGP-M or, or in case of their extinction, on the other equivalent index.
Article 27º - The Chairman of the Board of Directors is responsible: a) convene meetings of the Council, chair them when present, casting vote and utter b) call a general assembly (art. 13); c) provide in the sense that, the Company‘s management, enforces the laws, the regulations and resolutions of the Board of Directors Bylaw.
Section Three: Board of Executive Officers
Article 28º - The Board of Executive Officers shall consist of two (2) members to the five (5) members, one Superintendent Officer, a Chief Administrative and Financial Officer, a Chief Commercial Officer and other officers without specific designation, all of them elected by the Board of Directors.
First Paragraph - The Board of Directors may not elect directors without special designation;
Second Paragraph - Up to 1/3 of the members of the Board of Directors can be directors;
Paragraph Three - The Board meets whenever called: a) by the Superintendent officer own initiative or at the request of two of its peers, b) by two or more directors who have previously requested to convene the Superintendent Officer, if he fails to formalize within 48 hours of receiving the request.
Fourth Paragraph - The Board meetings are installed with the presence of a majority of its members. Decisions are taken by majority vote of those present and shall contain the minutes recorded in the Book of Minutes of Board Meetings.
Article 29º - In cases of occasional impediments or faults: a) the Chief Superintendent Officer and Chief Financial can replaced each other b) each of other Directors is replaced by one that the Board designates from among its members.
Article 30º - In the absence of any Director with special designation, the Board shall elect replacement immediately, with a mandate to be replaced for the remainder.
Article 31º - The Executive Board shall conduct the ordinary administration of the business, adopting measures and arrangements necessary for the efficient and smooth operation of the Company, subject to strict compliance of the provisions hereof.
Article 32º - It is necessarily two directors or a director and an attorney with sufficient powers to carry out acts that create obligations for the Company, especially: a) represent the Company actively and passively, in or out of court, to any person or legal entity, trade or distribution b) celebrate contracts or adjustments c) appoint attorneys "ad judicia" and "ad negotia", the latter always for a definite term, deem effective for two (2) years of term "ad negotia " whose term is not fixed in the respective instrument d) draw, issue, accept or endorse securities and credit-market effects, e) open, operate and close bank accounts; f) hire and dismiss employees, establishing their roles and wages.
Sole Paragraph - When the practice of the acts mentioned in this article depend on prior authorization of the Board of Directors (art. 26 - II), one of the two representatives of the Company should be necessarily Director with special designation.
Article 33º - In all management actions that do not involve an obligation to the Company, such as the endorsement of checks for deposit on behalf of the company and the title credit for recovery, it can be represented by a single director or by one attorney.
Article 34º - The Company may also be represented by a single director or a single attorney, since formally appointed by the Board of Directors, in any act which requires it, including: a) in general meetings of the companies that participate, b) in award of contract of employment or its termination, c) before any authority, court, trade or distribution.
Article 35º - The specific duties of each officer shall be part of the Company‘s Bylaws.
Article 36º - The Fiscal Council, whose operation is not permanent, must have, when installed at the request of shareholders in accordance with the law, three (3) to five (5) members and an equal number of alternates.
First Paragraph - The application of installation will be made by the shareholders at the General Assembly, which elects its members, regardless of such matters included in the agenda.
Second Paragraph - The holders of preferred shares will be entitled to elect, in a separate vote, one (1) member and an alternate; equal right have minority shareholders, provided that they jointly represent 10% (ten percent) or more of the shares entitled to vote.
Third paragraph - The Fiscal Council Board, once installed, will run until the first Annual General Meeting following its installation, and being its ability, during this period, the duties provided for by art. 163 of Law No. 6.404/76.
Fourth paragraph - The function of the Fiscal Council Board should not be delegated.
Article 37º - The fiscal year coincides with the calendar year.
Article 38º - At year end, the Board must prepare financial statements, forwarding them along with a proposal for allocation of net income, to the Board of Directors so that it submits to the General Meeting.
Sole Paragraph - By resolution of the Board of Directors, the Company may, subject to the provisions of art. 204 and its paragraphs of Law 6.404/76: a) declare interim dividends to retained earnings or profit reserves existing in the last balance sheet, b) draw up balance in less than one year end, based thereon, declare interim dividends, provided that the total dividends paid on these balances do not exceed the amount of capital reserves mentioned in the first paragraph of art. 182 of Law 6.404/76.
Article 39º - The income for the year must be deducted before any participation, the accumulated losses and the provision for income tax. Net income should be allocated as follows: a) 5% (five percent) for the formation of the legal reserve until it reaches 20% (twenty percent) of the capital, b) payment of the mandatory dividend under Article 40 hereof; c) up to 25% of net income - adjusted as provided in Article 202 of Law 6.404/76. - for the composition of a Reserve to strength the Capital, to meet the replacement of fixed property, limited to the amount of this reserve of the capital stock upgraded d) the remainder, the destination determined by the Assembly, as provided by § 6 of article 202 of Law 6.404/76.
Sole Paragraph - While the Company enjoys exemption or reduction of income tax, the corresponding provision must be converted into capital reserve.
Article 40º - The Company shall distribute as mandatory dividend, in each fiscal year, 25% (twenty five percent) of net income adjusted pursuant to Article 202 of Law 6.404/76.
Article 41º - The General Assembly can assign administrators to participate in profits, provided you adhere to the provisions of the first and second paragraphs of article. 152 of Law 6.404/76.
Sole Paragraph - The Board of Directors shall decide on how to distribute among administrators, profit sharing attributed to them by the General Assembly.