Resolution CMN No. 4,933 — Approves the Statute and Bylaws of the Credit Cooperativism Guarantee Fund (FGCoop) and establishes the contribution method

RESOLUTION
CMN NO. 4,933, OF JULY 29, 2021

Approves the Statute and the Bylaws of the Credit Cooperativism Guarantee Fund (FGCoop) and establishes the contribution method.

The Central Bank of Brazil, in accordance with art. 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on July 29, 2021, based on arts. 3, item VI, and 4, item VIII, of the aforementioned Law, in art. 28, § 1, of Complementary Law No. 101, of May 4, 2000, and in art. 12, item IV, of the Law Complementary No. 130, of April 17, 2009,

RESOLVES:

Art. 1 The Statute and the Bylaws of the Credit Cooperativism Guarantee Fund (FGCoop) shall enter into force according to the altered and consolidated versions, in accordance with Annexes I and II to this Resolution.

Art. 2 FGCoop is considered a financial institution, for the purposes of Complementary Law No. 105, of January 10, 2001, and may have access to the information contained in the Credit Information System (SCR), regardless of obtaining specific authorization from the client.

Art. 3 The monthly ordinary contribution of the institutions associated with FGCoop is 0.0125% (one hundred and twenty-five ten-thousandths of a percent) of the amount of the balances of the accounts related to the financial instruments listed in art. 2, items I to IX, of Annex II, even if the corresponding credits are not covered by the ordinary guarantee.

Art. 4 In the payment of the contribution established in art. 3, the following rules must be observed:

I - the contribution value must be calculated based on the amount of the balances, on the last day of each month, of the accounts referred to in art. 3;

II - the value of the contribution due must be assessed and paid in accordance with norms established by the Central Bank of Brazil;

III - the delay in paying the contribution due subjects the associated institution to a fine of 2% (two percent) on the value of the contribution, plus update based on the Selic rate; and

IV - the payment of the contribution and the surcharge assessed in the manner of item III must be processed, preferably, within the Brazilian Payments System (SPB), through the Reserve Transfer System (STR).

Art. 5 The Central Bank of Brazil will examine, prior to submission to the National Monetary Council, the proposals of FGCoop regarding:

I - alteration of the percentage of the monthly ordinary contribution of its associates;

II - adoption of differentiated rates for its associates;

III - temporary suspension of contributions from its associates; and

IV - alteration of its Statute or Bylaws.

Art. 6 The Central Bank of Brazil is authorized to:

I - establish the accounts whose balances in the accounting statements of the associated institutions must serve as the basis for calculating contributions;

II - establish the procedures to be observed by the associated institutions regarding the provision and disclosure of information about the credits subject to guarantee by FGCoop;

III - approve, if circumstances indicate that the net worth of FGCoop needs additional revenues to meet its obligations, the proposal of FGCoop regarding the use of other sources of resources;

IV - approve the members elected to the administrative bodies of FGCoop, when they meet the conditions provided in the current regulation for holding positions in statutory bodies of financial institutions and other institutions authorized to operate by the Central Bank of Brazil; and

V - in case of liquidation of FGCoop, express itself regarding the appointment of the liquidator indicated by FGCoop.

Art. 7 Affiliation with FGCoop by singular credit cooperatives and cooperative banks must be proven to the Central Bank of Brazil prior to the start of their operations.

Art. 8 The following are revoked:

I - Resolution No. 4,284, of November 5, 2013;

II - art. 3 of Resolution No. 4,312, of February 20, 2014;

III - Resolution No. 4,518, of August 24, 2016;

IV - Resolution No. 4,612, of November 30, 2017;

V - Resolution No. 4,681, of July 31, 2018; and

VI - Resolution No. 4,723, of May 30, 2019.

Art. 9 This Resolution enters into force on September 1, 2021.

Roberto de Oliveira Campos Neto

President of the Central Bank of Brazil

ANNEX I TO RESOLUTION CMN NO. 4,933, OF JULY 29, 2021

STATUTE OF THE CREDIT COOPERATIVISM GUARANTEE FUND (FGCoop)

CHAPTER I

OF THE NAME, NATURE, HEADQUARTERS AND TERM

Art.
1 The Credit Cooperativism Guarantee Fund (FGCoop) is a civil association without profit-making purposes, with private law legal personality, national scope, governed by this Statute and by the applicable legal and regulatory provisions.

Sole paragraph. FGCoop does not exercise any public function, including by delegation.

Art.
2 FGCoop has its venue and headquarters in the city of Brasília, Federal District.

Art.
3 The duration of FGCoop is indefinite.

CHAPTER II

OF THE PURPOSES AND CORPORATE OBJECT

Art.
4 FGCoop has the following purposes:

I - to protect depositors and investors of the associated institutions, respecting the limits and conditions established in its Bylaws;

II - to contribute to the maintenance of the stability of the National System of Cooperative Credit (SNCC); and

III - to contribute to the prevention of systemic crisis in the cooperativist segment.

Art.
5 FGCoop has the following object:

I - the provision of guarantee on financial instruments issued or raised by the associated institutions referred to in art. 10, main text, of this Statute, in situations of declaration of intervention or extrajudicial liquidation of the associated institution; and

II - the contracting of assistance or financial support operations, including liquidity assistance operations with the associated institutions referred to in art. 10, main text, of this Statute, directly or through an intermediary or confederation, considering the purposes provided in art. 4, items II and III, of this Statute.

Sole paragraph. By making the payment of debts of associated institutions, in the manner of item I, FGCoop is subrogated in the respective credits, and has the right to reimburse itself for what it paid, in accordance with art. 346, item III, of Law No. 10,406, of January 10, 2002 – Civil Code.

Art.
6 It is prohibited for FGCoop to:

I - reimburse, even partially, credit of members and clients of institutions that are not its associates and credits of representative associates, respecting the provisions of the Bylaws of FGCoop;

II - carry out assistance or financial support operations with representative associates and with institutions that are not associates of FGCoop; and

III - carry out assistance or financial support operations when the relationship between the net worth of FGCoop, contained in the monthly balance sheet or balance sheet, and the balances of the accounts used to register the financial instruments subject to guarantee of which art. 2 of the Bylaws of FGCoop, in the set of singular cooperatives and cooperative banks associated, is less than 0.60% (sixty hundredths of a percent).

Art.
7 The contracting of operations referred to in art. 5, item II, of this Statute will observe the following limits in relation to the net worth plus the obligations arising from the advance of ordinary contributions by the associated institutions contained in the balance sheet of FGCoop of the month prior to the operation:

I - while the relationship referred to in art. 6, item III, of this Statute is equal to or greater than 0.60% (sixty hundredths of a percent) and less than 0.75% (seventy-five hundredths of a percent):

a) up to 5% (five percent): for the set of operations carried out with each associated institution;

b) up to 7.5% (seven and five tenths percent): for the set of operations carried out with associated institutions linked to the same cooperative system organized in 2 (two) levels;

c) up to 10% (ten percent): for the set of operations carried out with associated institutions linked to the same cooperative system organized in 3 (three) levels, including the cooperative bank, if any; and

d) up to 12.5% (twelve and five tenths percent): for the set of operations carried out of which this article treats;

II - while the relationship referred to in art. 6, item III, of this Statute is equal to or greater than 0.75% (seventy-five hundredths of a percent) and less than 1% (one percent):

a) up to 5% (five percent): for the set of operations carried out with each associated institution;

b) up to 10% (ten percent): for the set of operations carried out with associated institutions linked to the same cooperative system organized in 2 (two) levels;

c) up to 20% (twenty percent): for the set of operations carried out with associated institutions linked to the same cooperative system organized in 3 (three) levels, including the cooperative bank, if any; and

d) up to 25% (twenty-five percent): for the set of operations carried out of which this article treats; and

III - while the relationship referred to in art. 6, item III, of this Statute is equal to or greater than 1% (one percent):

a) up to 5% (five percent): for the set of operations carried out with each associated institution;

b) up to 15% (fifteen percent): for the set of operations carried out with associated institutions linked to the same cooperative system organized in 2 (two) levels;

c) up to 25% (twenty-five percent): for the set of operations carried out with associated institutions linked to the same cooperative system organized in 3 (three) levels, including the cooperative bank, if any; and

d) up to 50% (fifty percent): for the set of operations carried out of which this article treats.

§
1 In the face of an adverse conjunctural situation, recognized by the Central Bank of Brazil, and with the aim of preserving the integrity and stability of SNCC, the limits provided in the sub-items of items I to III and in art. 8, main text, of this Statute may be exceptionally exceeded, by decision of the Board of Directors of FGCoop.

§
2 FGCoop will keep the Central Bank of Brazil informed regarding the negotiations aimed at the celebration of the operations referred to in art. 5, item II, of this Statute.

Art.
8 FGCoop, observing the policies approved by the Board of Directors, may apply resources in the acquisition of credit rights of associated institutions, up to the global limit of 10% (ten percent) of its net worth, plus the passive obligations arising from the advance of ordinary contributions by the associated institutions, contained in the monthly balance sheet or balance of the exercise of FGCoop.

§
1 FGCoop may alienate the assets acquired as a result of the operations referred to in the main text.

§
2 It is prohibited for FGCoop to apply resources in the acquisition of:

I - real estate, except:

a) when received in liquidation of a credit of its ownership, after which they must be alienated;

b) for own use; and

II - variable income titles.

CHAPTER III

OF THE REVENUES AND THE NET WORTH

Art.
9 The revenues of FGCoop are:

I - ordinary and extraordinary contributions of the associated institutions;

II - service fees resulting from the issuance of checks without provision of funds collected directly or indirectly by the associated institutions;

III - earnings from the application of FGCoop resources;

IV - recoveries of credit rights in which FGCoop has been subrogated, due to payment of debts of associated institutions related to guaranteed credits;

V - net result of the services provided by FGCoop;

VI - remuneration and charges corresponding to the receipt of values due as a result of the realization of the operations referred to in arts. 5, item II, and 8 of this Statute; and

VII - revenues from other sources.

§
1 The responsibility of the associated institutions is limited to the contributions they are obliged to make, observing the conditions fixed in the Bylaws of FGCoop, not responding subsidiarily for the social obligations of FGCoop.

§
2 If circumstances indicate, at any time, that the net worth of FGCoop needs additional revenues to meet its obligations, resources will be used, in the following order, from:

I - advance, by the associated institutions, of monthly ordinary contributions;

II - credit operations with private, official or multilateral institutions;

III - extraordinary contributions of the associated institutions, established in the manner of this article and art. 31, item II, of this Statute; and

IV - other sources of resources, by proposal of the administration of FGCoop and with prior authorization of the Central Bank of Brazil.

§
3 There will be no return, under any circumstances, of the contributions made by the associated institutions to FGCoop.

§
4 The revenues earned by FGCoop integrate its net worth.

CHAPTER IV

OF THE ASSOCIATED INSTITUTIONS

Art.
10. The associated institutions to FGCoop are the singular credit cooperatives that collect deposits and the cooperative banks.

§
1 Representative associates will be the confederations and the centers constituted by the credit cooperatives, with the exclusive purpose of representing the singular cooperatives, in the terms provided in this Statute, those not having the right to any type of guarantee, assistance or financial support provided by FGCoop.

§
2 The institution, when associating or remaining associated with FGCoop, consents, in the manner of art. 1, § 3, item V, of Complementary Law No. 105, of January 10, 2001, to the sharing between FGCoop and the Central Bank of Brazil of information about it, including those possibly protected by legal secrecy, but excluding those that allow the identification of the holders of operations maintained with the associated institutions, including:

I - information of periodic sending to the Central Bank of Brazil, necessary for the monitoring of the risk of the associated institutions and for the adequacy of the liquidity of FGCoop in the face of risks; and

II - specific information of the institution requesting financial assistance to subsidize the evaluation of the adequacy of the operations referred to in art. 5, item II, of this Statute.

§
3 Access to the information provided in § 2 is restricted to the Executive Board and the areas subordinate to it.

Art.
11. FGCoop will have an unlimited number of associated institutions.

§
1 Just cause is considered, for the purposes of exclusion from the list of institutions associated with FGCoop:

I - in the case of a cooperative bank, the change of corporate object that aims to transform it into a non-financial institution or non-deposit collector;

II - in the case of a singular credit cooperative, the change of operational category, in the terms provided in the regulation of the Central Bank of Brazil, as a result of which it ceases to meet the provisions of art. 10, main text, of this Statute; and

III - the cancellation or revocation of its authorization to operate.

§
2 It is optional for the associated institution to offer a defense to the Board of Directors, within 15 (fifteen) days, counted from the notification of its exclusion from the list of associates of FGCoop.

§
3 From the decision of the Board of Directors, an appeal may be filed, within 15 (fifteen) days, counted from the notification of the decision, without suspensive effect, to the General Assembly.

Art.
12. The rights of the associated institutions are:

I - to enjoy the services, guarantees and actions developed by FGCoop, as long as the requirements and conditions fixed in this Statute and in its Bylaws are met;

II - to take part in the general assemblies, discussing and voting on the subjects discussed therein, except for legal and statutory prohibitions, and respecting the provisions of art. 15 of this Statute;

III - to propose, to the Board of Directors or to the General Assembly, measures of interest of FGCoop or of the associated institutions themselves; and

IV - to withdraw from the list of institutions associated with FGCoop, when it no longer exercises the corporate object of the financial institutions listed in art. 10, main text, of this Statute.

Art.
13. The duties of the associated institutions are:

I - to comply with and enforce the Statute, the Bylaws and the Internal Regulations of FGCoop;

II - to attend and vote in the General Assemblies, observing the provisions in arts. 15 and 16 of this Statute;

III - to respect and comply with the decisions of the administrative bodies of FGCoop;

IV - to honor punctually the contributions, according to established criteria;

V - to make available to FGCoop:

a) copy of the semi-annual financial statements and their respective audit reports, until April 30 and September 30 of each year, and whenever requested;

b) consolidated information, for statistical purposes, on the financial instruments subject to guarantee by FGCoop, prepared in accordance with the current regulation; and

c)other information requested by FGCoop to fulfill its purposes; and

VI - to disclose to all holders of instruments covered by the guarantee of FGCoop, in the month of June of each year, in a broad and comprehensive manner, a message informing that the balances of the respective deposits or applications are guaranteed by FGCoop, up to the limit provided in the Bylaws of FGCoop.

Sole paragraph. The text of the message to be disclosed in the manner of item VI of this article:

I - will be limited to 200 (two hundred) words;

II - will be provided by FGCoop to the associates until the end of the month of April of each year; and

III - may be disclosed in the body of other communications sent by the associated institution, provided that with emphasis and font size, at least, equal to that of the rest of the text of the communication.

CHAPTER V

OF THE BODIES OF FGCOOP AND OF THE GENERAL ASSEMBLIES

Art.
14. The bodies of FGCoop are:

I - the General Assembly;

II - the Board of Directors;

III - the Executive Board; and

IV - the Fiscal Council.

Sole paragraph. The members of the bodies of FGCoop do not respond, subsidiarily or jointly, for the social obligations of FGCoop, in accordance with art. 46, item V, of Law No. 10,406, of 2002 – Civil Code.

Art.
15. The General Assembly is the maximum deliberative body of FGCoop, and the associated institutions will be represented in it as follows:

I - the singular credit cooperatives, members of cooperative systems organized in 2 (two) or 3 (three) levels, as the case may be, by their center or confederation, respectively;

II - the cooperative banks, by the respective confederation of the cooperative system to which it is linked; and

III - the singular cooperatives not affiliated with centers, by the Organization of Brazilian Cooperatives (OCB).

Art.
16. The exercise of the right to vote in the General Assembly of FGCoop constitutes a prerogative of all associated institutions in good standing, represented in the manner of art. 15 of this Statute, observing the following rules:

I - the legal representatives or the attorneys with specific powers of the representative associates will have the right to vote corresponding to the sum of the voting units of the respective associated institutions represented; and

II - each real disbursed in the last ordinary contribution before the respective General Assembly, disregarding the cents, will confer to the associated institution one voting unit.

Sole paragraph. It is prohibited for the associated institution to be represented in the General Assembly by a member of the Board of Directors or of the Fiscal Council of FGCoop.

Art.
17. Until April 30 of each year, the associated institutions, represented in the manner of art. 15 of this Statute, must meet in an Ordinary General Assembly to:

I - examine the accounts of the administrators, examine, discuss and vote on their financial statements, based on the report of the independent audit and the opinion of the Fiscal Council;

II - elect the members of the Board of Directors, the Fiscal Council and the Executive Board;

III - designate the President and the Vice-President of the Board of Directors; and

IV - define the value of the remuneration of the Board Directors and fix the global limit of remuneration of the Executive Board to be distributed among its members according to the deliberation of the Board of Directors.

Art.
18. The Extraordinary General Assembly may be convened to deliberate on other matters of interest to FGCoop, including to elect the members of the Boards of Directors and Fiscal and the Executive Board, in the event of vacancy of positions.

Sole paragraph. In the case of election of members of the Boards of Directors and Fiscal by vacancy of positions during the term, the elected must complete the term of the vacant positions.

Art.
19. The General Assembly will be convened with at least 10 (ten) days in advance, through disclosure on the site of FGCoop, always with the indication of the agenda, and electronic delivery of the disclosure to the associated institutions, as well as to the entities that represent them:

I - by the President of the Board of Directors, by his initiative or at the request of 3 (three) or more of its members;

II - by 3 (three) or more members of the Board of Directors signatories of the request to the President of the Board of Directors, if he does not promote the publication of the notice of convocation within 10 (ten) days, counted from the receipt of the request;

III - by, at least, 2/3 (two thirds) of the voting units of the associated institutions represented in the manner of art. 15 of this Statute; or

IV - by 1/5 (one fifth) of the associated institutions.

Art.
20. The General Assembly will be installed and presided over by the President of the Board of Directors, who will invite one of those present to secretariat the work.

Sole paragraph. In the absence of the President of the Council, the General Assembly will be installed by any of the councilors, the associated institutions represented having the right to elect the President of the Assembly.

Art.
21. Observing the provisions of art. 20 of this Statute, the General Assembly will be installed with any number of associated institutions represented, and its deliberations will be taken by simple majority of the voting units, observing the criteria of arts. 15 and 16 of this Statute.

Sole paragraph. The quantity of approvals, rejections and abstentions in each deliberation and the number of votes conferred to each candidate, when there is an election, must be recorded in the minutes of the respective General Assembly.

Art.
22. The following quorums apply to deliberations that have as their object the reform of this Statute or of the Bylaws of FGCoop, as well as the election and removal of a member of the Board of Directors and of the Executive Board:

I - installation in first convocation with the presence of, at least, 2/3 (two thirds) of the voting units of the associated institutions, represented in the manner of art. 15 of this Statute, and, in subsequent convocations, with the presence of, at least, 1/3 (one third) of the voting units of the associated institutions, represented in the manner of art. 15 of this Statute; and

II - deliberation by, at least, 3/4 (three quarters) of the voting units of the associated institutions represented in the Assembly.

Sole Paragraph. Once the reform of the Statute or Regulations is approved by the General Assembly, the respective proposal must be forwarded to the Central Bank of Brazil for examination and submission to the Monetary National Council.

CHAPTER VI

OF THE ADMINISTRATION OF FGCOOP

Art. 23. FGCoop shall be administered by the Board of Directors and the Executive Board, elected by the General Assembly.

§ 1º The conditions to be a member of the Board of Directors are:

I - to have an impeccable reputation;

II - not to be barred by special law, nor convicted of bankruptcy crime, tax evasion, prevarication, active or passive corruption, extortion, embezzlement, against the popular economy, against public faith, against property or against the National Financial System, or sentenced to a criminal penalty that prevents, even temporarily, access to public office;

III - not to be declared ineligible or suspended from exercising the office of fiscal councilor, administration councilor, director or managing partner in financial institutions and in other institutions authorized to operate by the Central Bank of Brazil or in complementary pension entities, insurance companies, capitalization companies, publicly-held companies or entities subject to the supervision of the Securities and Exchange Commission;

IV - not to be liable, nor any company of which he is a controlling shareholder or administrator, for non-compliance with liquid, certain and due pecuniary obligations;

V - not to be declared bankrupt or insolvent; and

VI - not to have controlled or administered, in the two years preceding the election, a firm or partnership subject to a declaration of insolvency, extrajudicial liquidation, intervention, special temporary administration regime, bankruptcy or judicial reorganization.

§ 2º To evaluate compliance with the requirement set forth in § 1º, item I, the following situations and occurrences must be taken into account:

I - criminal action with accepted indictment, regarding the crimes mentioned in § 1º, item II, to which the candidate for the office is responding, or any company of which he is or has been, at the time of the facts, controlling shareholder or administrator;

II - judicial process related to the Brazilian Payments System or to the National Financial System, including the Securities Distribution System, the National System of Insurance, Capitalization, Reinsurance and Open Complementary Pension or the Closed Complementary Pension System;

III - ineligibility for the exercise of public office by internal or external control bodies within the Federal, State or Municipal Public Administration;

IV - punishment for serious misconduct related to non-compliance with a Code of Ethics, Conduct or other similar corporate normative instruments in the institutions where he has acted; and

V - other situations, occurrences or analogous circumstances, judged relevant by the General Assembly.

§ 3º Subject to the provisions of § 1º, candidates for member of the Board of Directors must:

I - have experience, of at least 2 (two) years, in an administration or senior management position in associated institutions or other entities of the SNCC, in other financial institutions, in regulatory bodies of the Brazilian Payments System or of the National Financial System, including the Securities Distribution System, the National System of Insurance, Capitalization, Reinsurance and Open Complementary Pension or the Closed Complementary Pension System; or

II - possess notable knowledge of the financial market and the National Financial System, especially the SNCC, and its protection network.

Art. 24. The Board of Directors shall be composed of up to 8 (eight) members, being 5 (five) representatives of the Cooperatives Systems, 1 (one) representative of the OCB and 1 (one) to 2 (two) independent members, all natural persons residing in the Country, elected in the General Assembly, observing the following provisions:

I - each cooperative system organized in 3 (three) levels will have 1 (one) representative;

II - the set of cooperative systems organized in 2 (two) levels will have 1 (one) representative;

III - the OCB will have 1 (one) representative of the non-affiliated associates;

IV - in the event of vacancy of any of the members, a General Assembly must be convened, within 90 (ninety) days, to elect new occupants of these positions;

V - in the event of impediments up to 180 (one hundred and eighty) days, the President will be replaced by the Vice-President; and

VI - in impediments exceeding 180 (one hundred and eighty) days, it will be up to the Board of Directors to deliberate on the convening or not of the General Assembly to fill the position.

§ 1º The candidate for member of the Board of Directors will be indicated to the Assembly:

I - by the entities mentioned in items I to III of the caput;

II - in the case of an independent member, in the manner of § 4º.

§ 2º It is prohibited for the occupants of the positions of President or Vice-President of the Board of Directors of FGCoop to simultaneously hold the positions of President, Vice-President or Executive Director of a singular credit cooperative, a credit cooperative central or a confederation, according to the level of organization of the represented system.

§ 3º The following prohibitions additionally apply to the position of Independent Administration Councilor:

I - participation of controlling shareholders, administrators or employees of financial institutions, administrators of third-party resources, of other institutions authorized to operate by the Central Bank of Brazil or of companies belonging to their respective conglomerates and cooperative systems, as well as of professionals from these institutions or companies who are formally licensed or temporarily absent;

II - participation of administrators or employees of class entities representing financial institutions, cooperative systems or other institutions authorized to operate by the Central Bank of Brazil, as well as of professionals from these entities who are formally licensed or temporarily absent; and

III - participation of spouse, partner or relative, in a straight or collateral line, up to the third degree, of the members elected to the administration bodies.

§ 4º The candidate for independent member of the Board of Directors must have his name evaluated by an institution or company with notable specialization, experience and reputation in the recruitment and selection of occupants for positions of this nature in the Country or abroad, hired at the expense of FGCoop, prior to presentation to the General Assembly convened to elect him.

Art. 25. The term of office of the members of the Board of Directors is 3 (three) years, with one reelection permitted.

§ 1º The management period will extend until the investiture of the new elected councilors.

§ 2º The members of the Board of Directors are exempt from providing management guarantee.

§ 3º At least 2 (two) members of the Board of Directors, one of whom being an independent member, will have terms not coincident with the term of the others.

§ 4º If the first term is to cover a vacancy, up to 2 (two) reelections will be permitted.

Art. 26. The grounds for vacancy of the position of Administration Councilor are:

I - death;

II - resignation;

III - failing to participate in 3 (three) consecutive meetings, without justified cause; or

IV - ceasing to be a member indicated by the respective organized cooperative system or by the OCB, as the case may be, in the manner of art. 24, § 1º, item I, of this Statute.

Art. 27. The Board of Directors will meet with the periodicity defined in the Internal Regulations, by summons of the President or at the request of 3 (three) or more of its members.

§ 1º If the President, within 7 (seven) days of receiving the request for summons, does not issue the respective notice, 3 (three) or more members of the Board of Directors who requested the meeting may send it.

§ 2º The summons notice must indicate the agenda and be delivered, with receipt, to the members of the Board of Directors, with at least 10 (ten) days' advance notice.

§ 3º The advance notice referred to in § 2º is waived when the meeting has the presence or representation of all members of the Board of Directors or, alternatively, with written attestation from those members, agreeing to the holding of the meeting.

§ 4º The meeting of the Board of Directors can only occur with the presence of the absolute majority of its members and the deliberations must be taken by simple majority of votes of the members present at the meeting, with the President having the casting vote in case of a tie in voting.

§ 5º The participation of councilors in meetings by teleconference or videoconference that can ensure effective participation and the authenticity of their vote is permitted, which will be considered valid for all legal purposes and incorporated into the minutes of the said meeting.

§ 6º Minutes of the Board of Directors meetings must be recorded in the proper book, signed by the participants and by the person designated to secretariat the work.

Art. 28. FGCoop may have technical advisory committees, whose members, including the coordinator, will be indicated and have their duties fixed by the Board of Directors.

Art. 29. The Executive Board shall be composed of 3 (three) Directors, one of whom being the Executive Director and the others without specific designation, elected by the General Assembly for a term of 3 (three) years, with reelection permitted, observing the following requirements:

I - comply with the provisions of art. 23, §§ 1º to 3º, and art. 24, § 3º, of this Statute;

II - not hold a political-party office;

III - not be a service provider of an associated institution;

IV - not be a member of the Board of Directors or of the Fiscal Council of FGCoop; and

V - not be a member of an administration and oversight body of the representative associates and of the institutions associated with FGCoop.

§ 1º The management period will extend until the investiture of the new elected Directors.

§ 2º The candidates for member of the Executive Board must have their names evaluated by an institution or company with notable specialization, experience and reputation in the recruitment and selection of occupants for positions of this nature in the Country or abroad, hired at the expense of FGCoop prior to presentation to the General Assembly.

§ 3º The member of the Executive Board is subject to a quarantine period of 4 (four) months, counted from the end of his term, observing the following conditions during this period:

I - he is prevented from exercising any remunerated activity in the other entities of the SNCC;

II - he will continue to receive the remuneration attributed to the position;

III - upon reasoned request, the Board of Directors may authorize the exercise of remunerated professional activity during the period referred to in the caput of this paragraph, waiving compliance with the quarantine and interrupting the payment of remuneration referred to in item II, if it understands that the new professional proposal does not present a risk of conflict of interest; and

IV - in case of proven non-compliance with the quarantine, he is subject to the payment of a fine equivalent to 4 (four) times the value of his last received remuneration.

§ 4º In the event of vacancy of the position of Executive Director due to death or resignation, it will be up to the Board of Directors to designate another Director to exercise its functions, on a substitute basis, until the election of the new occupant of the position.

Art. 30. The names of the members elected to the administration bodies must be submitted for approval to the Central Bank of Brazil.

§ 1º Once the respective names are approved, the members of the administration bodies must take office within 30 (thirty) days, previously signing a letter of confidentiality commitment addressed to the Central Bank of Brazil.

§ 2º It is prohibited to the members of the Statutory Bodies, to the members of the Technical Committees and to the employees of FGCoop to participate directly or indirectly in any process of acquisition of assets alienated by FGCoop or by associated entities, ex-associates or companies belonging to the prudential conglomerates of the cooperative banks in the following situations:

I - during the regimes referred to in art. 5º, item I, of this Statute, extending the prohibition to spouses, partners, or relatives up to the third degree of the persons referred to in the caput; and

II - during the operations referred to in art. 5º, item II, of this Statute, extending the prohibition to spouses, partners, or dependents included in the annual income tax return of the persons referred to in the caput.

§ 3º The prohibition referred to in § 2º extends to the quarantine period referred to in art. 29, § 3º, of this Statute.

§ 4º The members of the administration bodies and their subordinates with access to confidential information must keep such information confidential, even after the end of the link with FGCoop, being civilly and criminally liable in case of unauthorized disclosure.

Art. 31. It is up to the Board of Directors:

I - to propose the percentage of the ordinary contribution of the institutions associated with FGCoop, being able to adopt differentiated rates for the associated institutions, due to affiliation or not to a cooperative system, or participation or not of the associated institution in a reciprocal guarantee and financial centralization system, upon specific request, duly justified, presented to the Central Bank of Brazil, for examination and submission to the prior authorization of the Monetary National Council;

II - to fix the conditions of the extraordinary contributions that the associated institutions must make to finance the guarantee to be provided by FGCoop in the event referred to in art. 9º, § 2º, item III, of this Statute, observed that such contributions are limited to 50% (fifty percent) of the rate in force for ordinary contributions, being able to adopt differentiated rates for the associated institutions due to affiliation or not to a cooperative system or participation or not of the associated institution in a reciprocal guarantee and financial centralization system;

III - to define the general orientation of the services of FGCoop, especially the policies and norms to be observed in the fulfillment of its social purposes and in the application of its resources, establishing the composition and risk diversification requirements of the portfolio, being able, moreover, to contract its administration with third parties, observed the provisions of arts. 7º and 8º of this Statute;

IV - to approve the Internal Regulations and define competencies for deliberation and practice of acts comprised in the object of FGCoop;

V - to define the competencies and skills of the professional profile of candidates for independent member of the Board of Directors and of the Executive Board to be recruited in the manner of art. 24, § 4º, and art. 29, § 2º, of this Statute and submitted to election by the General Assembly;

VI - to approve the operating and investment budget of FGCoop;

VII - to present to the Central Bank of Brazil, for examination and submission to the prior authorization of the Monetary National Council, a proposal, duly justified, of alteration of the percentage of the ordinary monthly contribution;

VIII - to approve the remuneration levels of the members of the Executive Board, observed the global limit fixed by the General Assembly;

IX - to deliberate on the acts and operations that, according to this Statute, the Regulations and the Internal Regulations, are within its competence, including alienation of assets of the permanent asset and of assets acquired as a result of compliance with its social object;

X - to deliberate on the hiring of independent audit;

XI - to designate the coordinator and define the duties of the technical committees;

XII - to examine the monthly balance sheet and manifest itself on the report and the financial statements of FGCoop;

XIII - regarding the operations provided for in art. 5º, item II, and art. 8º of this Statute:

a) fix the policies for the concession, by its own initiative or by proposal of the Executive Board; and

b) deliberate on exceptional cases in the manner of art. 32, item IV, of this Statute;

XIV - to monitor and monitor the main risk indicators of the associated institutions, providing and requesting information, directly or through its respective central or confederation, regarding their adequate classification in these indicators, with observance of art. 10, § 3º, of this Statute;

XV - to deliberate on the hiring of insurance or other type of protection existing in the market to provide guarantee to the members of the bodies of FGCoop referred to in art. 14, items II to IV, of this Statute, against eventual complaints filed by third parties as a result of acts practiced in the exercise of the mandate, even if already ended; and

XVI - to deliberate on omitted cases.

Art. 32. It is up to the Executive Board, in addition to the practice of ordinary management acts:

I - the active and passive representation of FGCoop, in court or out of it;

II - the administration of FGCoop, according to the Statute, the Regulations and the Internal Regulations;

III - to approve the operations provided for in art. 5º, item II, and art. 8º of this Statute, according to the Policy fixed by the Board of Directors; and

IV - to forward to the Board of Directors proposals for alteration of the Policy of the operations provided for in art. 5º, item II, and art. 8º of this Statute, as well as of operations that constitute exceptional cases, omitting the data that can identify the institutions.

§ 1º The representation in court to receive citation, summons or notification, to give personal testimony or analogous acts will be the responsibility of the Executive Director, who may indicate, to do so on his behalf, another Director or Attorney with special powers.

§ 2º It is prohibited for the Executive Board to assume obligations or provide guarantees on behalf of FGCoop in operations foreign to the social object of this.

Art. 33. FGCoop can only assume obligations through signature:

I - joint of 2 (two) Directors; or

II - joint of 1 (one) Director and 1 (one) Attorney with specific mandate granted by the President and the Vice-President of the Board of Directors or by 2 (two) Directors.

Sole Paragraph. The powers of attorney of FGCoop must contain the specification of the powers conferred and the validity period, except in the granting of powers of attorney for judicial purposes, which may be issued with validity for an indefinite period.

CHAPTER VII

OF THE SOCIAL EXERCISE AND FINANCIAL STATEMENTS

Art. 34. The social exercise of FGCoop coincides with the calendar year.

§ 1º At the end of each semester, the Executive Board must prepare semi-annual financial statements.

§ 2º At the end of each social exercise, the Executive Board must prepare a balance sheet, statement of the result of the exercise and report on the activities, the result of the period and the situation of the accumulated surplus at the end of the exercise, with a view to the respective appreciation by the Board of Directors.

§ 3º The semi-annual and annual financial statements of FGCoop must be examined by independent audit and published on the FGCoop website on the internet.

Art. 35. The result annually determined by FGCoop must be recorded in accumulated surplus.

CHAPTER VIII

OF THE FISCAL COUNCIL

Art. 36. FGCoop will have a Fiscal Council composed of 3 (three) effective members and an equal number of alternates, elected by the General Assembly.

Sole Paragraph. Each of the entities mentioned in art. 24, items I to III, of this Statute will have the right to indicate to the General Assembly 1 (one) member of the Fiscal Council.

Art. 37. It is up to the Fiscal Council to examine the balance sheets and financial statements of FGCoop and the reports of the administration and independent audit, issuing on these pieces a report for appreciation of the Ordinary General Assembly.

Art. 38. The term of office of the members of the Fiscal Council, not coincident with that of the Board of Directors, is 3 (three) years, with one reelection permitted.

§ 1º The provisions of art. 26, items I and II, art. 29, § 1º, and art. 30, § 4º, of this Statute apply to the members of the Fiscal Council.

§ 2º In the impossibility of participation of the effective Fiscal Councilor in the meeting of the Council, he will be replaced by the alternate in descending order of age.

§ 3º After being elected by the General Assembly, the Fiscal Councilors must take office within 30 (thirty) days, signing a Confidentiality Term.

CHAPTER IX

OF DISSOLUTION AND LIQUIDATION

Art. 39. FGCoop will enter liquidation in the cases provided for by law or by determination of the Monetary National Council, through deliberation of the General Assembly, with the Board of Directors being responsible for appointing the liquidator, heard the Central Bank of Brazil.

Art. 40. In the event of dissolution of FGCoop, its net assets will be destined to a non-economic purpose entity, constituted by the set of credit cooperatives that capture deposits and cooperative banks, destined to administer a mechanism of protection to holders of credits against these institutions. If such an entity does not exist, what remains of its assets will be returned to the associated institutions, by deliberation in General Assembly, in accordance with current legislation.

CHAPTER X

OF TRANSITORY PROVISIONS

Art. 41. Until the Ordinary General Assembly of 2022:

I - the current occupants of the positions of effective and alternate Administration Councilors may continue in the exercise of their mandate; and

II - at least one Independent Councilor will be elected.

Art. 42. The prohibition referred to in art. 24, § 2º, applies to the members of the Board of Directors elected from the Ordinary General Assembly of 2025.

ANNEX II TO RESOLUTION CMN NO. 4,933, OF JULY 29, 2021

REGULATIONS OF THE CREDIT COOPERATIVISM GUARANTEE FUND (FGCoop)

CHAPTER I

OF THE ORDINARY GUARANTEE, OBJECT AND BENEFICIARIES

Art. 1º The beneficiaries of the ordinary guarantee provided by the Credit Cooperativism Guarantee Fund (FGCoop) to the associated institutions, referred to in art. 10, caput, of the Statute of FGCoop, are the holders of financial instruments and the depositors of such institutions.

Sole Paragraph. The right to the ordinary guarantee provided for in art. 5º, item I, of the Statute of FGCoop assists the beneficiaries of the ordinary guarantee in the situations of intervention or extrajudicial liquidation decreed from February 12, 2014, date of the registration of the constitutive acts of FGCoop in the registry of legal entities.

Art. 2º The object of the ordinary guarantee provided by FGCoop is the following financial instruments:

I - demand deposits or withdrawable upon prior notice;

II - savings deposits;

III - time deposits, with or without issuance of certificate;

IV - deposits maintained in non-checkable accounts, destined to the registration and control of the flow of resources related to the provision of payment services for salaries, wages, pensions, and similar;

V - bills of exchange;

VI - mortgage notes;

VII - real estate credit notes;

VIII - agribusiness credit notes; and

IX - committed operations that have as object titles issued, after March 8, 2012, by a linked company.

Sole paragraph. The exclusion of any financial instruments from the relationship provided for in this article shall take effect from the first business day following the date of publication of the resolution of the Monetary National Council approving it, with the guarantee relating to financial instruments issued prior to the entry into force of the exclusion remaining in effect until their original maturity.

Art. 3 The total of each beneficiary's credits against the same institution associated with FGCoop shall be guaranteed up to the value of R$250,000.00 (two hundred and fifty thousand reais).

§ 1 For the purpose of determining the guaranteed value of each beneficiary's credits, the following criteria must be observed:

I - the holder of the credit is the person in whose name the financial instrument is registered in the records of the associated institution or the person designated in a title issued or accepted by it;

II - the credits of each beneficiary against the same institution associated with FGCoop must be summed, considering, in the case of natural persons, their respective registration number in the Register of Natural Persons (CPF) and, in the case of legal entities, the first 8 (eight) digits of the registration number in the National Register of Legal Entities (CNPJ), except as provided in item III;

III - each Municipality, together with its bodies, entities, or companies controlled by it, shall be considered as a single beneficiary, regardless of the existence of multiple CNPJ registrations;

IV - in the event of investment in a financial instrument listed in Art. 2 of these Regulations whose negotiation is intermediated by an institution integrated into the National Financial System, the ownership of credits against the institutions associated with FGCoop must be proven by the client of the intermediary institution in the operation, by presenting the trade ticket for the title in accordance with current legislation;

V - financial instruments titled by associations, condominiums, and similar entities without legal personality shall be guaranteed up to the value referred to in the caput, in their entirety of their assets in the associated institution;

VI - in joint accounts, the guarantee is limited to the value referred to in the caput or to the account balance, when lower than this limit, divided by the number of holders, with the credit of the guaranteed value being made individually; and

VII - in accounts in foreign currency, the value shall be converted into reais based on the average of the official buy and sell exchange rate of the foreign currency, on the date of the decree of the resolution regime, as disclosed on the website of the Central Bank of Brazil on the internet.

§ 2 In the case provided for in § 1, item IV, the intermediary institution of the operation must present to the interventor or liquidator the list of its clients containing the invested values, the date, and the other characteristics of the investment in titles issued by an issuer under intervention or extrajudicial liquidation.

§ 3 In the case of credits referred to in § 1, item V, the FGCoop guarantee does not extend to the members, condominium owners, or any participants of those entities.

Art. 4 The following are excluded from coverage by the ordinary guarantee provided by FGCoop:

I - the balances of capital quotas owned by members of single credit cooperatives affiliated with FGCoop;

II - deposits, loans, or any other resources captured or withdrawn from abroad;

III - operations related to government interest programs established by law;

IV - judicial deposits;

V - any financial instrument containing a subordination clause, authorized or not by the Central Bank of Brazil to integrate the reference equity of single credit cooperatives that capture deposits and cooperative banks integrated into the National Credit Cooperativism System (SNCC);

VI - deposits and any other credits owned by:

a) representative affiliates, in accordance with Art. 10, § 1 of the FGCoop Statute, except for demand and time deposits maintained in cooperative banks, up to the limit provided for in Art. 3 of these Regulations; and

b) members and clients of institutions that are not associated with FGCoop; and

VII - credits:

a) owned by financial institutions and other institutions authorized to operate by the Central Bank of Brazil, by complementary pension entities, by insurance companies, by capitalization societies, by investment clubs, and by investment funds;

b) represented by investment fund shares or that represent any participation in the entities referred to in item "a" or in the financial instruments owned by them;

c) owned by members of the management bodies of the associated institution who are exercising their function on the date of the decree of intervention or extrajudicial liquidation, have exercised it in the 24 (twenty-four) months prior to the decree, or have their assets unavailable due to the decree of intervention or extrajudicial liquidation, respecting the provisions in force in the legislation;

d) owned by members of the Fiscal Council who are exercising their function on the date of the decree of intervention or extrajudicial liquidation or have exercised it in the 24 (twenty-four) months prior to the decree, until their responsibility for the occurrence of the situation motivating the provision of the guarantee is determined; and

e) owned by societies whose capital includes the members of the management bodies or Fiscal Council referred to in items "c" and "d".

Art. 5 In the cases of acquisition or incorporation of an associated institution by another, or of a merger between two associated institutions, where the same beneficiary is the holder of covered financial instruments issued by both, their right to the ordinary guarantee on the financial instruments issued by the acquired, incorporated, or merged institution shall coexist with the right to the ordinary guarantee on financial instruments issued by the acquirer, under the following terms:

I - regarding the financial instruments indicated in Art. 2, items I, II, and IV, of these Regulations, until the first business day of the second month following the approval of the acquisition, incorporation, or merger operation by the competent regulatory bodies; and

II - regarding the financial instruments indicated in Art. 2, items III and V to IX, of these Regulations, until the first date, after the date referred to in item I of this article, on which the balance of the financial instruments can be withdrawn or redeemed.

Sole paragraph. The acquiring, incorporating, or newly constituted institution after the merger must inform FGCoop of the date of approval of the operation referred to in the caput, within a period of 10 (ten) days of its occurrence.

CHAPTER II

ON THE PROCEDURE AND DEADLINE FOR PAYMENT

Art. 6 In the event of the decree of intervention or extrajudicial liquidation of an associated institution, information regarding the values corresponding to the payment of the guarantee shall be provided directly to FGCoop by the legal representative of the associated institution, with FGCoop responsible for designating the institution in charge of payments.

Art. 7 The payment of credits relating to guaranteed financial instruments shall be initiated within 7 (seven) days after FGCoop receives the information referred to in Art. 6 of these Regulations.

Art. 8 FGCoop may not refuse the payment of guarantees provided on the grounds of non-payment of contributions by the associated institution.

Art. 9 The payment of guarantees shall be suspended when there are indications of:

I - operations revealing suspicion of fraud;

II - adoption of procedures with the objective of obtaining reimbursement beyond the individual limit established; or

III - attempt, by any means, to exceed the maximum coverage values.

Sole paragraph. After due analysis in an internal procedure of FGCoop, the payment may be refused, with the interested parties having the burden of demonstrating the integrity of the procedures.

CHAPTER III

ON GENERAL PROVISIONS

Art. 10. When the liquidity of FGCoop reaches 2% (two percent) of the total of the balances of accounts covered by the guarantee, in the aggregate of single credit cooperatives that capture deposits and cooperative banks that integrate the SNCC, the Board of Directors, upon proposal of the Executive Board, may propose to the Central Bank of Brazil, for examination and submission to the prior authorization of the Monetary National Council, the temporary suspension of contributions by associated institutions to FGCoop.

§ 1 For the purpose of quantifying the liquidity of FGCoop, the balances available in cash, in liquid financial investments, and in federal public securities, directly or through an exclusive investment fund, must be considered.

§ 2 Liquid financial investments, for the purpose of § 1, are financial instruments registered in the current asset of the balance sheet of the fiscal year and the monthly balance sheets, provided they are not linked to assistance operations, as defined in Art. 5, item II, of the FGCoop Statute.

Art. 11. The receipt of credits against associated institutions through powers of attorney must be previously justified and approved by FGCoop.