Chapter I) – CONSTITUTION, LOCATION, PURPOSE, DURATION.
Art. 1) Constitution
A foundation named “CARLO LAVIOSA ETS Foundation” is hereby established.
It responds to the principles and legal scheme of Foundations governed by Title IV of the Code of the Third Sector, pursuant to Legislative Decree July 3, 2017 no. 117, as well as, to the extent compatible, by the rules of the Civil Code and its implementing provisions.
The Foundation is non-profit.
The name of the “CARLO LAVIOSA ETS Foundation” shall be stated in any distinctive sign used in the conduct of the activity and in any communication addressed to third parties and the public in general.
Art. 2) Headquarters – Delegations – Offices.
The Foundation’s registered office is set in Livorno, Via Leonardo da Vinci No. 21.
Delegations and offices may be set up both in Italy and abroad in order to carry out, in an ancillary and instrumental way with respect to the Foundation’s purposes, promotional activities as well as to develop and increase the necessary network of national and international relations supporting the Foundation itself.
Art. 3) Purpose and Aim
The Foundation is non-profit even indirectly and aims to carry out social, cultural and artistic activities.
Specifically, the purpose of the Foundation is to promote cultural initiatives and implement cultural, educational and artistic rehabilitation projects such as restoring, renovating, enhancing, preserving and upgrading man-made works that have artistic interest; promoting and carrying out works of a social nature such as restoring works of art, urban architecture and environmental restoration; and building and donating real estate or facilities for the implementation of cultural projects; Activities for the training of students, aid to voluntary categories and associations for assistance to the elderly, the sick, orphans, the disabled, local territorial authorities, and cultural, environmental, or associations aimed at landscape protection. In addition, the Foundation may give out Scholarships or finance research activities both in the industrial field of chemistry and mineral processing and in the field of maritime and port logistics services. For the pursuit of these purposes, the Foundation may also carry out activities to promote and implement any initiative aimed at training, further education, retraining and professional orientation.
The Foundation for the achievement of this purpose may also work in collaboration with other entities or individuals with similar purposes and with International and National Organizations.
The Foundation may employ employees or make use of self-employed or professional workers, including through the use of its own founders, board members or participants.
The Foundation may, should the need arise, enter into agreements or conventions with both public and private entities for the achievement of social purposes.
Art. 4) Instrumental, ancillary and related activities.
To achieve its purposes, the Foundation may, among other things:
a) to enter into any appropriate deed or contract, including for the financing of the deliberated operations, including the assumption of loans and mortgages, whether short or long term, the leasing, assumption in concession or commodate or purchase, in ownership or in right of superficies, of real estate, the stipulation of conventions of any kind, including those transcribed in public registers, with Public or Private Bodies, which are considered opportune and useful for the achievement of the purposes of the Foundation;
(b) administer and manage the property it owns, leases, borrows, or otherwise possesses;
(c) enter into conventions and contracts to outsource part of the activities as well as specific studies and consultancy;
d) participate in associations, foundations, bodies and institutions, public and private, whose activities are aimed, directly or indirectly, at the pursuit of purposes similar to those of the Foundation itself; the Foundation may, if it deems it appropriate, also contribute to the establishment of the aforementioned bodies;
e) to promote and organize events, conferences, meetings, proceeding to the publication of the relevant acts or documents, and all those initiatives and events suitable for fostering an organic contact between the Foundation, the operators in the Foundation’s fields of activity and the Public;
(f) provide awards and scholarships;
(g) carry out training activities, courses and seminars relating directly or indirectly to the Foundation’s fields of interest; scientific research activities carried out directly by the institution or entrusted by it to universities, high-value training institutions;
(h) to carry out, as an instrumental part of the pursuit of institutional purposes, marketing activities, including with reference to the publishing and audiovisual sector in general and internet broadcasting;
(i) to carry out any other activities suitable for or in support of the pursuit of institutional purposes.
The Foundation may engage in activities other than those indicated above, provided that they are secondary and instrumental to the activities of general interest, according to criteria and limits defined by decree of the Minister of Labor and Social Policy, in consultation with the Minister of Economy and Finance, taking into account the total resources, including voluntary and gratuitous resources, employed in these activities in relation to the total resources, including voluntary and gratuitous resources, employed in the activities of general interest.
Art. 5) Assets
The Foundation’s assets consist of the Founders’ contributions made in the articles of incorporation and may be increased by oblations, donations, bequests and disbursements received by the Foundation from individuals and entities, whether in money, securities, movable and immovable property, and by any other means permitted by law, provided that such disbursements are specifically intended to increase the assets.
Those who contribute in accordance with the preceding point will be eligible for inclusion in the Roll of Meritorious Persons referred to in Article 16 below, where established at the Foundation.
The Foundation shall provide for the realization of its purposes with the income from its assets and any other contributions and grants from third parties, intended for the implementation of its statutory purposes and not expressly earmarked for the increase of its assets.
The Foundation may carry out fundraising activities (meaning all the activities and initiatives put in place for the purpose of financing its activities of general interest, also through the request to third parties of bequests, donations and contributions of a non-monetary nature), also in an organized and continuous form including through solicitation to the public or through the sale or provision of goods or services of modest value, employing its own resources and those of third parties, including volunteers and employees, in compliance with the principles of truth, transparency and fairness in relations with supporters and the public, in accordance with guidelines adopted by decree of the Minister of Labor and Social Policy.
Art. 6) Duration
The foundation is expected to be indefinite.
It will dissolve in the event of:
(a) Achievement of the purposes of the foundation;
(b) inability to achieve the purposes themselves;
(c) resolution of the board of directors passed by the majorities provided for in these bylaws;
(d) paralysis of administrative bodies that lasted for more than a year.
Art. 7) – Volunteers
The Foundation may make use of volunteers-as defined in Art. 17 CTS – in carrying out its activities and is required to register in a special Register of Volunteers who carry out their activities on a non-occasional basis.
The volunteer’s activity cannot be remunerated in any way even by the beneficiary. The volunteer may only be reimbursed by the Foundation for expenses actually incurred and documented for the activity performed, within maximum limits and under conditions established in advance.
In any case, lump-sum expense reimbursements are prohibited.
The provisions of Articles 17 ff. apply in any case. CTS
Chapter II) – ADMINISTRATION, FOUNDATION BODIES AND REPRESENTATION.
Art. 8) Organs of the Foundation
The Organs of the Foundation are:
– the Board of Directors;
– the Chairman of the Board of Directors;
– the Board of Control.
Art. 9) The Board of Directors.
The Foundation is administered by a board of directors consisting of three to nine members.
Ex officio members are the Founders who serve for life; other members will be appointed from among the founders’ family members or from third parties for the term determined at the time of appointment.
In order to perpetuate the Founder’s intention, the life members of the Board of Directors have the power to appoint in the event of their resignation their replacement, who will take over the position within thirty days of the notice of appointment; in the event of the death or permanent disability of one of the life members, the others will proceed to appoint a new member who in turn will assume the status of life director.
In the event of the replacement of the President, the other life members will designate the new President by majority vote, fixing the term of office of the President.
Should he or she be appointed from among the life members, the office of President will also be assumed for life.
Article 10) Meetings of the Board of Directors.
The Board of Directors meets, when convened by the president, at least twice a year to approve the budget and final accounts and to formulate the foundation’s program of activities.
It must be convened by the President if at least two Board members request it, within fifteen days of the request.
The presence of the majority of the Board members is required for the meetings to be valid.
Resolutions of the Board of Directors, adopted by open vote, are taken by an absolute majority of those present; for proposed amendments to the bylaws, the favorable vote of at least five Board members is required.
In the event of a tie in Board deliberations, the vote of the Chairman shall be worth double.
Art. 11) Powers of the Board of Directors.
The Board of Directors has powers of ordinary and extraordinary administration in particular:
– Decides on the programs and activities in which the purpose of the Corporation is embodied;
– deliberates on the budget within the month of December of each year and on the final financial statements within four months of the end of the fiscal year, unless justified and exceptional needs require their postponement. In any case, the final accounts must be approved by June of the year following the year to which they relate;
– appoints from among its members a Secretary of the Foundation who is responsible for taking care of the work of the Foundation, under the directives and control of the President;
– Assigns proxies to Directors to carry out the activities of the Foundation and to perform the inherent acts of ordinary and/or extraordinary administration;
– Provides for the realization of the purposes of the Foundation by committing the income from the assets, as well as grants and donations not specifically earmarked for the increase of the assets;
– Decides on amendments to the bylaws in the manner specifically stated in Art. 10;
– Appoints the Auditor in the manner set forth in Art. 12.
Art. 12) Minutes of the resolutions of the Board of Directors.
The minutes of the Council’s deliberations are transcribed in chronological order in a special register and are signed by the Chairman and a secretary of record.
Article 13) Exclusion and withdrawal from the Board of Directors.
The Board of Directors shall decide by resolution passed by a two-thirds majority the exclusion of one of its members for serious and repeated failure to fulfill the obligations and duties arising from these Bylaws.
Withdrawal from the office of director may be freely made with adequate notice – to be made by registered letter with return receipt – of 30 (thirty) days to the Board of Directors containing the desire to terminate the above-mentioned office.
Art. 14) Powers and duties of the president.
The President has the following duties:
– to promote the recognition of the Foundation;
– to convene and preside over the Board of Directors;
– to see to the execution of the resolutions of the Board of Directors;
– to see to relations with the Authorities and public administrations;
– to adopt in case of urgency any appropriate measure submitting it for ratification by the Board of Directors.
The President has the legal representation of the Foundation before third parties and in court with all powers for the execution of the resolutions of the Board including the signing of acts and the execution of all business as well as the appointment of Attorneys with determination of the attributions.
The President authorizes the payment of contributions and any entertainment expenses dependent on the Foundation’s activities.
In the absence or disability of the President, the Vice President takes his place.
Art. 15) Control Body
The Board of Directors appoints the Controlling Body, including a single-member.
Article 2399 of the Civil Code applies to the members of the control body. The members of the control body must be chosen from the categories of persons referred to in Article 2397, second paragraph, of the Civil Code. In the case of a collegial control body, the above requirements must be met by at least one of the members.
The supervisory body monitors compliance with the law and the bylaws and compliance with the principles of proper administration, including with reference to the provisions of Legislative Decree No. 231, if applicable, as well as the adequacy of the organizational, administrative and accounting structure and its actual functioning. It may also exercise, upon exceeding the limits set forth in Article 31, paragraph 1, CTS, the statutory audit of the accounts. In this case, the auditing body consists of statutory auditors registered in the appropriate register.
The auditing body also performs tasks of monitoring compliance with the civic, solidarity and social benefit purposes, having special regard to the provisions of Articles 5, 6, 7 and 8, and certifies that the social report has been prepared in accordance with the guidelines in Article 14 CTS.
The social report acknowledges the outcomes of the monitoring carried out by the auditing body.
The members of the supervisory board may at any time, including individually, carry out acts of inspection and control, and for this purpose, they may ask the directors for information on the progress of corporate operations or on certain business affairs.
The Foundation must appoint a registered statutory auditor or auditing firm when it exceeds two of the following limits for two consecutive fiscal years:
(a) total assets in the balance sheet: 1,100,000.00 (one million two hundred thousand) euros;
(b) revenues, rents, income, receipts however denominated: 2,200,000.00 (two million two hundred thousand) euros;
(c) employees employed on average during the fiscal year: 12 (twelve).
The obligation ceases if, for two consecutive fiscal years, the above limits are not exceeded.
Appointment is also mandatory when earmarked assets have been established under Article 10.
Art. 16) Well-wishers
A Roll of Merit may be established at the Foundation, in which public and private entities, as well as individuals who have contributed to the pursuit of the institutional purposes, are entered upon resolution of the Board of Directors.
CHAPTER (III): FINANCIAL YEAR AND DISSOLUTION
Art. 17) The Financial Year.
The financial year shall begin on January 1 and end on December 31 of each year.
The administrative body, in relation to the overall activity carried out, shall prepare accounting and systematic records that express with completeness and analyticity the operations carried out in each management period and adequately represent in a special document, to be prepared within four months after the end of the annual fiscal year, the financial, economic and asset situation of the Foundation.
Art. 18) Prohibition of profit distribution
The distribution, even indirectly, of profits and operating surpluses, funds and reserves however denominated to founders, workers and collaborators, directors and other members of the corporate bodies is prohibited, even in the case of withdrawal or any other case of individual dissolution of the relationship.
They are considered to be indirect profit distribution in any case:
(a) the payment to directors, auditors and anyone holding corporate offices of individual remuneration that is not proportionate to the activity carried out, the responsibilities assumed and the specific skills or in any case higher than those provided in entities operating in the same or similar sectors and conditions;
(b) the payment to employees or self-employed persons of wages or compensation that is forty percent higher than those provided for, for the same qualifications, by the collective agreements referred to in Article 51 of Legislative Decree No. 81, except for proven needs pertaining to the need to acquire specific skills for the purpose of carrying out the activities of general interest referred to in Article 5, paragraph 1, letter b), (g) or h);
(c) the purchase of goods or services for consideration that, without valid economic reasons, exceeds their normal value;
d) the supply of goods and services, at conditions more favorable than market conditions, to founders, members of administrative and control bodies, those who in any capacity work for the organization or are part of it, individuals who make liberal donations in favor of the organization to their relatives within the third degree and to their relatives-in-law within the second degree, as well as to companies directly or indirectly controlled or affiliated by them, exclusively by reason of their capacity, unless such disposals or services do not constitute the object of the activity of general interest referred to in Article 5 of the TS Code;
(e) the payment to entities other than banks and authorized financial intermediaries, of interest expenses, in respect of loans of any kind, exceeding the annual reference rate by four points. The above limit may be updated by decree of the Minister of Labor and Social Policy, in consultation with the Minister of Economy and Finance.
Operating profits and surpluses must be used to carry out institutional activities and those directly related to them.
Art. 19) Dissolution and Termination
In the event of dissolution or extinction of the Foundation for any cause, the assets will be donated, by resolution of the Board of Directors, to other Third Sector entities in accordance with the provisions of the Articles of Association or the relevant corporate body or, failing that, to the Italy Foundation, operating for the achievement of purposes similar to the institutional purposes or for purposes of public benefit, subject to the positive opinion of the Office referred to in Article 45, paragraph 1, Legislative Decree. 117/2017, or after hearing the opinion of the Promoting Founders and the control body referred to in Article 3, paragraph 190 of Law No. 662.
In any case, other different uses of residual assets are allowed if imposed by law.
The Foundation, having heard the Founders and following a favorable prior opinion of the Office referred to in Article 45, Paragraph 1, Legislative Decree. July 3, 2017 no. 117 or, alternatively, of the control body referred to in Art. 3, paragraph 190 of Law No. 662 of December 23, 1996 as well as ministerial approval, it may merge or otherwise merge, even after dissolution, into or with other Third Sector entities of a noncommercial nature, pursuing the same purposes, in order to more effectively achieve its institutional purposes.
CHAPTER (IV) – REFERRAL AND RECOGNITION
Art. 20) Deferral Clause.
For anything not provided for in these Bylaws, the provisions of Title IV of the Code of the Third Sector referred to in Legislative Decree July 3, 2017, no. 117 and of the Civil Code insofar as they are compatible.
Art. 21) Obligations pending recognition
The organs of the Foundation may immediately and validly operate in the composition determined by the Founders in the deed
constitutive and will be later supplemented.
The members of the Board of Directors must strive together with the Founders to obtain from the competent administrative authorities the benefit of legal personality.
Pending the recognition of legal personality, the Founders and members of the Board of Directors must behave prudently and do what is necessary to maintain the value of the endowment property and avoid its deterioration.