Statute and Regulations

ARTICLE 1

Constitution and headquarters

On the initiative and initiative of the Rotary Club of Lucca, a Foundation called FONDAZIONE BARSANTI E MATTEUCCI – ETS is established with headquarters in Lucca at the address communicated to the RUNTS.

Delegations and offices may be established both in Italy and abroad to carry out, in an ancillary and instrumental manner to the Foundation's objectives, promotional activities as well as to develop and increase the necessary network of national and international relations to support the Foundation itself.

It complies with the principles and legal framework of the Participation Foundation, as regulated by Chapter I of Title IV of Legislative Decree no. 117/17.

The Foundation is non-profit and cannot distribute profits, even indirectly.

ARTICLE 2

Purposes

The Foundation, in an educational and pedagogical spirit, and as a paradigm of a path of knowledge, promotes and disseminates the scientific and experimental research carried out by two illustrious scientists from Lucca, Eugenio Barsanti and Felice Matteucci, also with reference to the historical evolution of science, technology, and present and future prospects.

It aims to pursue exclusively activities of general interest as per the following letters of art. 5 of Legislative Decree no. 117/17, specifically:

d) education, instruction, and professional training, pursuant to Law No. 53 of March 28, 2003, and subsequent amendments, as well as cultural activities of social interest with educational purposes, with particular attention to schools up to secondary school level;

e) interventions and services aimed at safeguarding and improving environmental conditions and the prudent and rational use of natural resources, excluding the habitual collection and recycling of urban, special, and hazardous waste;

f) interventions to protect and enhance cultural heritage and landscape, pursuant to Legislative Decree no. 42 of 22 January 2004, and subsequent amendments;

g) university and post-university education;

h) scientific research of particular social interest;

i) organization and management of cultural, artistic, or recreational activities of social interest, including activities, including editorial activities, for the promotion and dissemination of culture and the practice of volunteering and activities of general interest referred to in this article, aimed at raising public awareness of the principles and values ​​of the Italian Constitution.

By way of example, the Foundation will carry out its activities of general interest through:

– the sourcing, purchase, preservation, promotion, and illustration of the studies, writings, and works of the two aforementioned scientists, with a view to constantly updating a museum heritage of undoubted scientific value;

– the promotion, through the awarding of scholarships or prizes, of research in the field of technology, with particular emphasis on the motor vehicle sector. This framework may also include studies aimed at the use of new fuels that offer specific advantages over traditional fuels, such as greater cost-effectiveness and/or lower pollution. Initiatives aimed at improving the productivity and quality of machinery in any manufacturing and industrial sector are also considered;

– the promotion of studies and research on the works of illustrious Lucca figures in the technical and scientific fields who have contributed with their discoveries to the cultural elevation of our province at the national and international level;

– the management of the Barsanti and Matteucci Internal Combustion Engine Museum in Lucca, intended for the scientific dissemination of the studies and assets owned by the Foundation carried out from time to time.

ARTICLE 3

Various activities and fundraising

The Foundation may carry out activities other than those referred to in Article 2, provided that they are secondary and instrumental to activities of general interest, according to the criteria and limits set forth in Article 6 of Legislative Decree no. 117/17.

To support its institutional activities, the Foundation may conduct awareness-raising and fundraising campaigns pursuant to and in accordance with the procedures set forth in Article 7 of Legislative Decree no. 117/17.

ARTICLE 4

How to achieve institutional goals

To achieve its goals, the Foundation may, among other things:

a) enter into any appropriate deed or contract, including for the financing of the approved operations, including, but not limited to, the taking out of short- or long-term loans and mortgages, the purchase, whether in ownership or under surface rights, of real estate, the entering into agreements of any kind, including those transcribed in public registers, with public or private entities, which are deemed appropriate and useful for achieving the Foundation's objectives;

b) administer and manage the assets of which it is the owner, lessor, loanee or otherwise possessed;

c) participate in associations, foundations, bodies, and institutions, both public and private, whose activities are aimed, directly or indirectly, at pursuing goals similar to those of the Foundation itself; the Foundation may, where it deems appropriate, also contribute to the establishment of the aforementioned bodies;

d) establish or participate in capital companies that carry out activities instrumentally and exclusively aimed at pursuing the statutory objectives

e) promote and organize seminars, training courses, study courses, events, conferences, meetings, publishing the related proceedings or documents, and all other initiatives aimed at fostering organic contact between the Foundation, national and international operators and organizations, their staff, and the public;

f) organize exhibitions and exhibition events in general;

g) enter into agreements for the outsourcing of part of the activities to third parties;

h) carry out any other activity suitable or supportive of the pursuit of institutional objectives;

i) promote the valorization of research results, also for the purposes of possible industrial patentability, in order to find financial resources for their implementation.

ARTICLE 5

Assets and Income

1 – The Foundation's assets, including any revenues, income, proceeds, or income of any kind, are used to carry out its statutory activities for the exclusive pursuit of civic, solidarity, and socially beneficial purposes.

The assets consist of:

a) from the endowment fund however constituted;

b) from any reserve funds created with budget surpluses;

c) from any bequests, donations or contributions of any kind from natural or legal persons, whether public or private, expressly aimed at increasing the assets for the purposes set out in this Statute.

2 – For the purposes of paragraph 1, the distribution, even indirect, of profits and operating surpluses, funds and reserves, however denominated, to founders, members, workers and collaborators, directors and other members of the corporate bodies is prohibited, even in the event of withdrawal or any other hypothesis of individual dissolution of the relationship with the Foundation.

Any behavior that can be traced back to the circumstances set forth in Article 8, paragraph 3 of Legislative Decree no. 117/17 constitutes indirect distribution of profits.

ARTICLE 6

Management Fund

The Foundation's Management Fund is made up of:

– from the income and proceeds deriving from the assets and activities of the Foundation itself;

– from any donations or testamentary provisions, which are not expressly intended for the endowment fund;

– from any other contributions granted by the State, the Tuscany Region, local authorities or other public or private entities;

– from donations in any form granted by the Founders and Participants;

– from revenues deriving from institutional activities of general interest and related activities.

The Foundation's income and resources will be used for the operation of the Foundation itself and for the achievement of its goals.

ARTICLE 7

Balance sheet, operating surpluses and accounting books

The financial year begins on January 1st and ends on December 31st of each year.

By December, the Board of Directors approves the financial statement for the following financial year; by April, it approves the financial statement for the previous year, consisting of the balance sheet, the management statement, and the mission report, which illustrates the budget items, the organization's financial and management performance, and the methods for pursuing its statutory objectives, according to the models and methods that will be determined from time to time pursuant to Article 13 of Legislative Decree no. 117/17.

Profits or operating surpluses will not be distributed, even indirectly, and must be entirely reinvested in the general interest activities referred to in the previous Article 2.

The Board of Directors documents the secondary and instrumental nature of the various activities referred to in Article 3, as appropriate, in the mission report or in the notes to the financial statements.

The Foundation maintains the registers and accounting records required from time to time by industry standards and administrative and accounting regulations.

ARTICLE 8

Social balance sheet and social information

If revenues, income, proceeds, or income, however denominated, exceed the amount established by Article 14, paragraph 2 of Legislative Decree no. 117/17, the Foundation must annually publish and update on its website any emoluments, compensation, or payments of any kind attributed to members of the administrative and supervisory bodies, managers, and associates.

If the revenues, income, proceeds, or income, however denominated, exceed the amount set forth in Article 14, paragraph 1 of Legislative Decree no. 117/17, the Foundation must prepare, file with the National Third Sector Register, and publish on its website the social report..

ARTICLE 9

Founders and participants

The Foundation is supported mainly by:

1. Founding Promoters;
2. Founders;
3. Participants.

The Rotary Club Lucca is the founding promoter.

The Founders are:

– Lucca Savings Bank Foundation;

– Banca del Monte di Lucca Foundation;

– Chamber of Commerce of North-West Tuscany;

– Confindustria Toscana Nord;

– Automobile Club Lucca.

They assume the qualification of participants to the Foundation, according to the criteria established by specific regulations, those individuals who, sharing its objectives, request it and contribute to the achievement of its goals through annual or multi-year cash contributions, carrying out activities or contributing tangible or intangible assets, in an amount no less than that established annually by the Board of Directors.

The names of the participants They are registered in a special list kept by the Foundation, which includes the date of admission, annual fee payments, and the date of termination or revocation of membership.

The fee is due for the calendar year or fraction thereof in which the participant qualification is acquired or ceases.

Annual contributions, with the exception of those paid upon the Foundation's establishment or upon new membership, must be paid by February of the relevant calendar year.

Participant status and the associated fees will be automatically renewed annually, unless the participant withdraws, which must be communicated within 30 days of the end of the calendar year.

ARTICLE 10

Admission, withdrawal and exclusion of participants

The admission of the participants It is decided by the Board of Directors. The Board of Directors must decide on the application for admission within 15 (fifteen) days of receiving it.

In case of rejection of the application, the relevant decision must be adequately motivated.

The person who submitted the application assumes the status of participant effective from the day on which notification of acceptance of the application is received.

The quality of participant it is lost due to withdrawal or exclusion.

The withdrawal declaration must be communicated to the Chairman of the Board of Directors by registered letter or certified email and takes effect from the date of receipt.

The Board of Directors may decide to exclude the participant that he is in serious breach of the obligations arising from his capacity as participant or for serious reasons.

The exclusion resolution, containing the reasons on the basis of which the decision was adopted, must be communicated to the participant excluded by registered letter or certified email.

The exclusion resolution suspends, from the moment of its communication to the participant excluded, the participation rights of the participant same to the organization and activity of the Foundation with effect from the moment it is communicated to the participant excluding.

The exclusion resolution causes the cessation of the quality of participant starting from the first day of the second month following the month in which it is communicated to the participant excluded unless, within this deadline, it is contested before the Arbitration Panel referred to in the following art. 22.

In the event of withdrawal or exclusion, the annual or multi-year fees due for the calendar year in question must still be paid.

ARTICLE 11

Bodies and Offices of the Foundation

The Foundation's bodies are:

– the President of the Foundation;

– the Board of Directors;

– the Supervisory Body;

– the Assembly of Founders and Participants.

The Foundation's offices, where established, include the General Director and the Administrative Secretariat.

Participation in corporate bodies, with the exception of the Supervisory Body, does not entail compensation or attendance allowances, in keeping with the non-profit nature of the organization.

Members of the corporate bodies are entitled to reimbursement for expenses incurred in carrying out their assigned duties, in the amount established annually by the Board of Directors.

ARTICLE 12

The Assembly of Founders and Participants

The Assembly, which has a consultative nature, is made up of the founders and come on participants and meets at least once a year before the approval of the annual financial statement and whenever the Foundation's President decides to convene it. Only those who are up to date with their contributions to the management fund for the current financial year may participate with voting rights, represented by their legal representative pro tempore or their delegate.

The Assembly is convened and chaired, without the right to vote, by the President of the Foundation and deliberates by majority vote of those present and with the presence of at least half of its members.

At the second call, the Assembly deliberates with the favorable vote of the majority of the votes cast, regardless of the number of those present.

The procedures for the constitution, voting, and maintenance of the records of the Assembly's resolutions, for matters not specifically covered in this statute, are governed by specific regulations approved by the Foundation's Board of Directors.

The election of the members of the Board of Directors assigned to the participants takes place through a vote reserved for them, according to the methods that will be defined in the regulation. For the purposes of voting powers, this will take into account the contributions paid in the four financial years preceding the one in which the renewal of the Board itself takes place, in proportion to the date of admission.

ARTICLE 13

Composition and appointment of the Board of Directors

The Board of Directors is composed of a minimum of 4 and a maximum of 12 members designated as follows:

– one from the Rotary Club of Lucca;

– one from the Cassa di Risparmio di Lucca Foundation;

– one from the Automobile Club Lucca;

– one from the Banca del Monte di Lucca Foundation

– one from the Chamber of Commerce of North-West Tuscany;

– one from Confindustria Toscana Nord;

- up to a maximum of 6 elected by the Participants' Assembly, taking into account the provisions of this statute.

Founders who have not paid a contribution at least equal to the quota established for participants as their contribution for the four-year period preceding renewal may exercise their right to designation only once they have regularized their position.

The members of the Board of Directors remain in office for four financial years and can be confirmed.

The Board of Directors may be considered validly constituted and operate with the appointment of at least 4 of the members belonging to the Founders with the right to designate.

Any member of the Board of Directors who, without justifiable reason, fails to attend three consecutive meetings may be dismissed by the Board. In this case, as in any other case of vacancy in the office of a Director, the remaining members must co-opt, in accordance with the designations referred to in this article, another Director(s) who will remain in office until the natural expiration of the Board's term.

The Board of Directors' term of office ends with the meeting convened to approve the financial statements for the last financial year to which the appointment refers. The Board of Directors must also renew its membership at the same meeting, according to the terms and conditions set forth in this bylaw.

The position is personal and therefore no delegations are permitted.

ARTICLE 14

Chairman of the board of directors

The Chairman of the Board of Directors, who is also President of the Foundation, is elected from within the Board itself. The Chairman is the legal representative of the Foundation, convenes meetings of the Board of Directors, and chairs its meetings.

In cases of absolute urgency and necessity, it adopts resolutions within the remit of the Board of Directors, submitting them for ratification at the first subsequent meeting.

Without prejudice to the provisions regarding legal representation, in the event of absence or impediment, the Chairman of the Board of Directors shall be replaced by the Vice Chairman of the Board of Directors and, in the event of the latter's absence or impediment, by the most senior member of the Board of Directors.

For the purposes of this article, seniority is determined by recognizing as the oldest member the one who has been a member of the body in question for the longest and most uninterrupted period and, in the case of simultaneous appointment, the one who is older in age.

The signature of the Vice President or the senior Councilor certifies to third parties the absence of the President and/or Vice President.

ARTICLE 15

Board of Directors Meetings

The Board of Directors is convened by the President. The President also convenes meetings when requested by at least two directors.

The meeting is called by certified email (PEC), letter, fax, or email, sent to the directors at least five days before the meeting, except in urgent cases, in which case the meeting may be called by certified email (PEC), telegram, fax, or email sent at least two days before. The notice must include the date, place, time, and agenda.

Meetings may also be validly held via audio/video conference or other electronic means, provided that the full participation of the directors and the supervisory body connected remotely is guaranteed and it is possible to verify the identity of the director participating and voting.

The Board of Directors is validly constituted with the presence of the majority of its members in office and makes decisions with the favorable vote of the majority of those present.

For resolutions regarding the approval of the budget, the appointment of the Foundation's President, the appointment of the General Director, changes to the Foundation's objectives, amendments to the bylaws, the transfer of the headquarters outside the Municipality of Lucca, and dissolution to be valid, the favorable vote of the member designated by the Founder-Promoter is required, as are resolutions regarding the purchase or sale of real estate.

In the event of a tie, the vote of the person chairing the meeting shall prevail.

The minutes of the Board of Directors meetings, drawn up by the Secretary in a special book, are signed, including with an electronic signature, by the Secretary and the President.

ARTICLE 16

Powers of the Board of Directors

The Board of Directors exercises all powers for the ordinary and extraordinary administration of the Foundation. Specifically, it provides for:

1. to the appointment of the President and Vice President;
2. to approve the final budget and the annual report on the activities carried out, as well as the budget and the mission budget;
3. to the acceptance of inheritances, legacies, bequests and other donations;
4. to the appointment of representatives of the Foundation in other bodies, organizations or institutions;
5. to the request for voluntary contributions to be requested from the founders and subject to their approval;
6. to the acceptance of participants and, where applicable, to the adoption of the exclusion resolution;
7. to determine the minimum amount of annual contributions, in cash and/or in kind, upon payment of which the qualification of participant and the right to designate the founders are conferred; the amount paid in excess of the minimum amount is considered a voluntary donation for management purposes;
8. to enter into agreements with the competent public bodies, as well as with private entities, which are necessary and/or appropriate for achieving the statutory objectives;
9. to the hiring of employees and to any decision relating to their legal and economic status;
10. to the purchase or sale of goods, to the acceptance of other donations, including in kind, and to any other financial transaction within the competence of the Foundation;
11. to the promotion of active litigation and to resistance in passive litigation;
12. to the assignment of professional tasks;
13. to the appointment of attorneys;
14. to the possible appointment of the Director of the Foundation, determining his duties, powers, term, classification, and compensation;
15. to the possible approval of one or more internal regulations;
16. to the composition, appointment, definition of the operating procedures and revocation of any technical and scientific commissions as well as to the determination of the compensation and expense reimbursements due to their members;
17. to the appointment of the Supervisory Body and to the determination of its composition (single or collegiate) and its compensation;
18. to the appointment of a Secretary;
19. to request accreditation from public bodies, including supranational ones;
20. to participate in community tenders, including through participation in temporary associations with a specific purpose;
21. to define, with its own regulations, the methods of establishing the assembly of founders and participants as well as the related operating and voting rules, for anything not regulated in this statute;
22. to delegate specific powers to the President, one or more of its members, or the Director, establishing the limits of such delegation. If the assignment assigned to one or more directors entails extraordinary commitment, the Board, in compliance with applicable regulations, may determine their compensation, the duration of which will be linked to the duration of the commitment itself;
23. to the statutory amendments, with a resolution to be adopted, under penalty of ineffectiveness, with the favorable vote of two thirds (2/3) of the councilors in office.

ARTICLE 17

Volunteers

I volunteers are people who, of their own free will, carry out activities for the benefit of the community and the common good through the Foundation, making available their time and skills.

Their activity must be carried out personally, spontaneously, and free of charge, without profit, even indirectly, and exclusively for charitable purposes.

The activity of volunteers cannot be paid in any way, not even by the beneficiaries.

Volunteers can be refunded from the Foundation only the expenses actually incurred and documented for the activity performed, within maximum limits and under the conditions previously established by the Board of Directors: in any case, reimbursements of expenses of this type are prohibited lump sum.

Expenses incurred by volunteers may be reimbursed within the limits set forth in Article 17 of Legislative Decree No. 117 of July 3, 2017.

The quality of volunteer is incompatible with any form of subordinate or self-employed employment relationship and with any other paid employment relationship with the Foundation.

ARTICLE 18

Scientific Committee

The Scientific Committee, where appointed, is an advisory body to the Foundation and is composed of a variable number of members, selected and appointed by the Board of Directors from among highly qualified Italian and foreign individuals of recognized prestige in the Foundation's fields of interest.

The Scientific Committee provides consultancy and collaborates with the Board of Directors in defining the Foundation's programs and activities. Specifically, it formulates opinions and proposals, as well as scientific and technical assessments, regarding projects submitted to the Foundation and in relation to the annual program of initiatives. It also provides advice on any other matters for which the Board of Directors expressly requests its opinion in order to define the cultural and scientific aspects of individual events of significant importance.

The members of the Scientific Committee remain in office for the duration of the term of the board that appointed them and are eligible for re-election.

The assignment may cease at any time, due to resignation, incompatibility or revocation, without the need for just cause.

The Scientific Committee meets upon convocation by the Foundation's President and is chaired by him. The President may designate a Scientific Committee Coordinator to replace him in case of absence or unavailability.

ARTICLE 19

Honor Committee

The Honorary Committee, where appointed, is an advisory body of the Foundation and is composed of a variable number of members, selected and appointed by the Board of Directors from among highly qualified Italian and foreign individuals of recognized prestige in the areas of interest to the Foundation.

ARTICLE 20

Supervisory and statutory audit body

The Supervisory Body, which may also consist of a single member, is appointed when the requirements set by law are met, holds office for four financial years and is eligible for re-election.

I components of the Supervisory Body, to which Article 2399 of the Civil Code applies, must be chosen from the categories of individuals referred to in Article 2397, paragraph 2, of the Civil Code. In the case of a collegiate body, at least one of the members must possess the aforementioned requirements.

The Supervisory Body watch out on compliance with the Law and the Statute and on compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree 8 June 2001, n. 231, where applicable, as well as on adequacy of the organizational, administrative, and accounting structure and its actual functioning. It may also perform, when the limits set forth in paragraph 1, art. 31, are exceeded, the statutory audit of accounts. In this case, the Supervisory Body is composed of statutory auditors registered in the appropriate register. The Supervisory Body also exercises monitoring tasks of compliance with civic, solidarity and social utility purposes, and attests that any social report has been prepared in accordance with ministerial guidelines. The social report reflects the results of the monitoring conducted by the supervisory body.

The members of the supervisory body may at any time proceed, even individually, to inspection and control acts, and to this end, they can ask the directors for information on the progress of company operations or on specific matters.

The supervisory body is responsible for maintaining the register containing the results of the audits and the controls performed. It has the right to participate in the meetings of the Assembly and the Board of Directors, with the right to speak but without the right to vote.

If the Supervisory Body does not exercise accounting control and if the requirements set by the Law are met, the Foundation must appoint a statutory auditor or a statutory audit firm registered in the appropriate register.

ARTICLE 21

Director and Secretariat

The Director, if appointed, is appointed by the Board of Directors from among individuals with proven and specific experience in the Foundation's areas of interest. Upon appointment, the Board of Directors determines the nature and qualifications of the relationship, as well as its duration.

He oversees the management of the Foundation's activities, issues appropriate instructions to the structure for their execution, and ensures the implementation of the resolutions of the Board of Directors.

In particular, it carries out the following tasks:

– maintain ongoing contact with public and private offices, institutions, and organizations relevant to the Foundation's activities;

– carry out all operations delegated to him by the Board of Directors, including those concerning both organizational and financial aspects connected to the ordinary management and general functioning of the Foundation;

– sign correspondence, documents and/or series of documents specifically delegated to him by the Board of Directors;

– manage the executive aspects of the projects;

– manage the Foundation's staff and organize the Foundation's offices;

– identify his deputy, who replaces him in case of absence or impediment.

The Secretariat, headed by the Director, is composed of a variable number of members appointed by the Board of Directors.

The Secretariat is an auxiliary office within the Foundation for its effective implementation. It oversees the implementation of the resolutions of the Foundation's bodies, prepares, maintains, and processes the documentation necessary for the Foundation's smooth administrative and management operations, making available its expertise and the resources at its disposal.

ARTICLE 22

Arbitration clause

Any dispute arising between participants, between participants and the Foundation, between members of the Foundation's governing bodies, between the Foundation's governing bodies, between members of the Foundation's governing bodies, participants and the Foundation arising from the implementation or interpretation of the Statute or applicable legislation and which may be the subject of a compromise, must be submitted to the judgment of an Arbitration Board that judges according to law and conducts a formal arbitration.

The arbitration procedure is governed by the Rules of the Arbitration Chamber competent for the Province of Lucca, in accordance with the legislation in force from time to time.

The arbitration takes place in the capital city of the Province where the Foundation is based.

ARTICLE 23

Dissolution

In the event of its dissolution for any reason, the Foundation will appoint one or more liquidators and, subject to the favorable opinion of the Office referred to in Article 45, paragraph 1, of Legislative Decree 117/17 and unless otherwise required by law, will decide on the transfer of the residual assets to other third sector entities in accordance with the provisions of the competent corporate body or, in its absence, to the Fondazione Italia Sociale.

ARTICLE 24

Closing rules

For anything not expressly provided for in this Statute, in any internal Regulations and in the resolutions of the Foundation's bodies, the provisions of the Legislative Decree 3 July 2017, n. 117 (Third Sector Code) and subsequent amendments and, where compatible, by the Civil Code.

ARTICLE 25

Transitional rule

In order to allow for an orderly transition to the new administrative structure, the current bodies will remain in office until their natural expiration.

.
.
.

Regulations of the Barsanti and Matteucci Foundation

Art. 1. Regulation

This regulation—adopted by the Board of Directors pursuant to Articles 9, 12, and 16 of the Bylaws on March 22, 2024—establishes the rules governing the category of Participants in the Barsanti and Matteucci Foundation.

Any future amendments and additions to the Bylaws will be adopted by the Board of Directors in accordance with the current statutory provisions.

PARTICIPANTS

Art. 2. Participants of the Foundation

Individuals and legal entities, both individuals and associations, as well as recognized public bodies, foundations, and associations who share its objectives, request membership and contribute to the achievement of its goals through annual or multi-annual financial contributions, in an amount no less than that established annually by the Board of Directors, or through the performance of activities, including professional ones, or through the contribution of tangible and intangible assets, are eligible to participate in the Foundation.

Art. 3. Application for participation, procedures for admission of Participants, procedures for withdrawal and forfeiture of Participants

Entities, natural persons, legal entities, public or private, Italian or foreign, who intend to join the Foundation, acquiring the qualification of Participant, must forward to the President of the Foundation a written request that must contain at least:

• the identifying data of the requesting party and a specific indication of the activity carried out;
• a declaration by the applicant that he or she shares the Foundation's objectives and that he or she is aware of and accepts both the Foundation's Statute and Regulations in force at the time of submitting the application;
• A description of the type of contribution offered by the applicant and whether such contribution consists of a monetary contribution, the performance of activities, or the contribution of tangible or intangible assets, indicating their value. An appraisal report may be attached, but is not binding. The value of the professional activities contributed or the tangible or intangible assets contributed is determined by the Board of Directors at its sole discretion.

The applicant's statutes, if applicable, must be attached to the application.

The requirements necessary to obtain the qualification of Participant of the Foundation are verified in practice by the Board of Directors, in accordance with the provisions of the Statute.

The Board of Directors decides on the admission of Participants at its sole discretion. Participant status and the associated fees will be automatically renewed annually.

The resolutions referred to in the previous point 3.3 must be communicated to the applicant, in the form deemed appropriate, within 45 days of submitting the application to participate.

Participant status begins the day after the annual contribution is paid in cash or, for those who provide contributions in kind, the day after the date of signing the relevant agreements or conventions with the Foundation.

The names of the Participants are entered in a special list kept by the Foundation, which also includes the date of admission, the annual fee payments, and the date of termination or revocation of participation.

Art. 4. Loss of Participant status.

Membership is lost through withdrawal or forfeiture. Forfeiture is declared by the Board of Directors for justified reasons and, in any case, for non-payment of the fee required by Article 9 of the Bylaws.

The withdrawal must be communicated to the Chairman of the Board of Directors by registered letter or certified email and takes effect from the departure date.

In the event of withdrawal or forfeiture, the fees due for the calendar year in question must still be paid.

In the event of expiration, exclusion does not entitle you to a refund of the membership fee paid.

The status of Participant lasts for the entire period for which the contribution is paid or the service offered is regularly performed and, with the related costs, is automatically renewed from year to year.

Art. 5. Determination of the membership fee

The membership fee is due for the calendar year or fraction thereof in which the participant qualification is acquired or ceases and must be paid by February of the relevant calendar year.

Each year, at its first meeting, the Board of Directors establishes the minimum membership fee for Participants. This fee cannot be less than €300,00, unless otherwise determined in the future.

Art. 6. Procedure for appointing Participants' representatives to the Board of Directors.

The Participants' Assembly is responsible for appointing up to a maximum of 6 members to the Board of Directors, chosen from among the people indicated by the Participants.

The appointment takes place on the occasion of the renewal of the Board of Directors.

For the purposes of selection, the Board of Directors will ask each Participant to indicate their candidate.

The Assembly of Participants, taking into account the contributions paid by Participants in the previous four financial years, as of the date of admission, in accordance with the provisions of Article 12 of the Bylaws, as well as the skills and qualifications of the candidates, will proceed to appoint the members of the Board of Directors by a majority of votes cast, regardless of the number of those present.

As long as the number of Participants remains less than or equal to 6, they will be directly co-opted by the Council itself.

In the event of the resignation of a member appointed to the Board of Directors, he or she will be replaced in the same manner as described in the previous points.