Statute and Regulations
Statute of the
Fondazione Barsanti e Matteucci – ETS
ARTICLE 1
Constitution and seat
On the initiative and impulse of the Rotary Club of Lucca, a Foundation named FONDAZIONE BARSANTI E MATTEUCCI – ETS is established with headquarters in Lucca at the address communicated to RUNTS.
Delegations and offices may be set up both in Italy and abroad in order to carry out, in an ancillary and instrumental manner with respect to the purposes of the Foundation, promotional activities as well as to develop and increase the necessary network of national and international relations supporting the Foundation itself.
It complies with the principles and legal framework of the Participation Foundation, as governed by Chapter I of Title IV of Legislative Decree no. 117/17.
The Foundation is non-profit-making and may not distribute profits even indirectly.
ARTICLE 2
Purposes
The Foundation, in an educational and pedagogical logic, and as a paradigm of a pathway of knowledge, promotes and disseminates the scientific and experimental research work carried out by the two illustrious Lucchese scientists Eugenio Barsanti and Felice Matteucci, also with reference to the historical evolution of science, technology and technique and to present and future prospects.
It aims to pursue exclusively activities in the general interest referred to in the following letters of Article 5 of Legislative Decree No. 117/17, namely:
(d) education, education and vocational training, within the meaning of Law No 53 of 28 March 2003, as amended, as well as cultural activities of social interest with an educational purpose with particular regard to schools up to the secondary level;
(e) interventions and services aimed at safeguarding and improving the condition of the environment and the prudent and rational utilisation of natural resources, with the exclusion of the activity, habitually exercised, of collecting and recycling urban, special and hazardous waste;
(f) interventions for the protection and enhancement of the cultural heritage and landscape, pursuant to Legislative Decree No. 42 of 22 January 2004, as amended;
(g) undergraduate and postgraduate training;
(h) scientific research of particular social interest;
(i) organisation and management of cultural, artistic or recreational activities of social interest, including activities, including publishing, promoting and disseminating the culture and practice of voluntary work and activities of general interest referred to in this Article, aimed at raising the community’s awareness of the principles and values of the Italian Constitution.
By way of example, the Foundation will carry out its general interest activities by means of:
– the retrieval, acquisition, conservation, valorisation and illustration of the studies, writings and works of the two aforementioned scientists, with a view to the constant updating of a museum heritage of undoubted scientific value;
– the promotion, through the awarding of grants or prizes, of research in the field of technology, with particular emphasis on the motor vehicle sector. This may also include studies aimed at the use of new fuels that offer particular advantages over traditional fuels, such as greater operating economy and/or less pollution; initiatives aimed at improving the productivity and quality of machinery in any production and industrial sector are also considered;
– the promotion of studies and research on the works of illustrious Lucca personalities in the technical-scientific field who contributed with their discoveries to the cultural elevation of our province on a national and international level;
– the management of the Barsanti and Matteucci Combustion Engine Museum in Lucca, intended for the scientific dissemination of the Foundation’s studies and assets from time to time.
ARTICLE 3
Various activities and fundraising
The Foundation may engage in activities other than those referred to in Article 2, provided that they are secondary and instrumental to activities of general interest, in accordance with the criteria and limits set forth in Article 6 of Legislative Decree No. 117/17.
In order to support its institutional activity, the Foundation may carry out awareness and fundraising campaigns pursuant to and in accordance with Article 7 of Legislative Decree no. 117/17.
ARTICLE 4
Ways of achieving the institutional purposes
To achieve its purposes, the Foundation may, among other things:
- a) enter into any appropriate deed or contract, also for the financing of the operations resolved upon, including, without excluding others, the taking out of loans and mortgages, whether short or long term, the purchase, in ownership or in right of superficies, of real estate, the stipulation of conventions of any kind, also transcribed in the public registers, with public or private entities, which are considered opportune and useful for the achievement of the purposes of the Foundation;
(b) administer and manage the property it owns, rents, bargains or otherwise possesses;
- c) take part in associations, foundations, bodies and institutions, both public and private, whose activities are directly or indirectly aimed 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 aforesaid bodies;
- d) set up or participate in joint-stock companies that perform instrumental and exclusive activities in pursuit of the statutory purposes
- e) to promote and organise seminars, training courses, study courses, events, conferences, meetings, proceeding to the publication of the related proceedings or documents, and all those initiatives that are suitable for fostering an organic contact between the Foundation, national and international operators and bodies, their employees and the public;
- f) organising exhibitions and events in general;
(g) enter into agreements to outsource part of activities to third parties;
(h) carry out any other activity suitable for or in support of the pursuit of the institutional purposes;
(i) promote the exploitation of research results, also with a view to their possible industrial patenting, in order to find financial resources for their implementation.
ARTICLE 5
Assets and Revenues
1 – The Foundation’s assets, including any revenues, income, income however denominated, are used to carry out its statutory activities for the exclusive pursuit of civic, solidarity and socially useful purposes.
The assets consist of:
(a) from the endowment fund however constituted;
(b) from any reserve funds established from budget surpluses;
- c) from any bequests by way of inheritance, donations or contributions however considered by natural persons, public or private legal entities, aimed expressly at increasing the assets for the purposes contemplated by these Articles of Association.
2 – For the purposes set forth in paragraph 1, the distribution, even indirectly, of profits and operating surpluses, funds and reserves, however denominated, to founders, associates, 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 termination of the relationship with the Foundation.
Indirect distribution of profits constitutes any conduct falling under Article 8(3) of Legislative Decree No. 117/17.
ARTICLE 6
Management Fund
The Foundation’s Management Fund consists of:
– revenues and income from the Foundation’s assets and activities;
– from any donations or testamentary dispositions, which are not expressly allocated to the endowment fund;
– any other contributions granted by the State, the Region of Tuscany, local authorities or other public bodies or private individuals;
– donations in any form granted by Founders and Participants;
– revenue from institutional activities of general interest and related activities.
The income and resources of the Foundation shall be used for the operation of the Foundation and the realisation of its purposes.
ARTICLE 7
Balance sheet, surplus and books
The financial year begins on 1 January and ends on 31 December of each year.
By the month of December, the Board of Directors approves the economic budget for the following financial year; by the month of April, it approves the final balance sheet for the previous year, consisting of the balance sheet, the management statement and the mission report that illustrates the budget items, the economic and management performance of the entity and the ways in which the statutory purposes are pursued in accordance with the models and methods that will be determined from time to time pursuant to Article 13 of Legislative Decree No. 117/17.
Profits or surpluses will not be distributed even indirectly and must be entirely reinvested in the general interest activities mentioned in Article 2 above.
The Governing Body documents the secondary and instrumental character of the various activities referred to in Article 3, as the case may be, in the mission report or in the notes to the financial statements.
The Foundation keeps the records and accounting entries from time to time required by the sectoral rules and the administration and accounting regulations.
ARTICLE 8
Social balance sheet and social reporting
If the revenue, income, proceeds or income however denominated exceeds the amount provided for in Article 14, paragraph 2 of Legislative Decree No. 117/17, the Foundation must publish annually and keep updated on its website any emoluments, remuneration or consideration for any reason attributed to the members of the administration and control bodies, managers and associates.
If the revenues, returns, proceeds or income however denominated exceed the amount provided for in Article 14, paragraph 1 of Legislative Decree No. 117/17, the Foundation must draw up, file with the Single National Register of the Third Sector and publish on its website the social report.
ARTICLE 9
Founders and participants
The Foundation is mainly supported by:
- Founders Promoters;
- Founders;
- Participants.
The Rotary Club of Lucca is a founding promoter.
They are Founders:
– Fondazione Cassa di Risparmio di Lucca;
– Fondazione Banca del Monte di Lucca;
– Chamber of Commerce of North-West Tuscany;
– Confindustria Toscana Nord;
– Automobile Club Lucca.
Participants in the Foundation, according to the criteria established by specific regulations, are those who, sharing the Foundation’s purposes, request it and contribute to the achievement of its aims by means of annual or multi-year cash contributions, the performance of activities or the contribution of tangible or intangible assets, in an amount no less than that established annually by the Board of Directors.
The names of the participants are entered in a list kept by the Foundation, in which the date of admission, payment of annual dues and the date of termination or withdrawal of participation are recorded.
The fee is due per calendar year or fraction thereof in which the status of participant is acquired or ceases.
Annual contributions, with the exception of those paid at the Foundation’s establishment or new membership, are due by February of the relevant calendar year.
The status of participant and the associated charges will be automatically renewed from year to year, unless the participant withdraws, to be notified within 30 days of the end of the calendar year.
ARTICLE 10
Admission, withdrawal and exclusion of participants
Admission of participants is decided by the Board of Directors. The Board of Directors must decide on the application for admission within 15 (fifteen) days of its receipt.
If the application is rejected, the relevant decision must be adequately reasoned.
The applicant assumes the status of participant with effect from the day on which it receives notice of acceptance of the application.
Membership is lost through withdrawal or exclusion.
The declaration of withdrawal must be communicated to the Chairman of the Board of Directors by registered letter or PEC and is effective from the date of receipt.
The Board of Directors may decide on the exclusion of a participant who is in serious breach of his obligations as a participant or for serious reasons.
The decision of exclusion, containing the grounds on which the decision was taken, must be communicated to the excluded participant by registered letter or PEC.
The decision of exclusion suspends the participant‘s participation rights in the organisation and activity of the Foundation with effect from the moment it is communicated to the excluded participant.
The decision to exclude a participant terminates the participant’s membership as from the first day of the second month following the month in which it is communicated to the excluded participant unless, within that period, it is challenged before the Arbitration Board referred to in Article 22 below.
In the event of withdrawal or exclusion, the annual or multi-year dues due for the relevant calendar year must still be paid.
ARTICLE 11
Foundation Bodies and Offices
They are organs of the Foundation:
– the President of the Foundation;
– the Board of Directors;
– the Controlling Body;
– the Assembly of Founders and Participants.
The Foundation Offices, where established, are the General Manager and the Administrative Secretariat.
No remuneration and/or attendance allowances are envisaged for participation in the corporate bodies, with the exception of the Controlling Body, in compliance with the non-profit nature of the organisation.
The members of the corporate bodies are entitled to be reimbursed for any expenses they incur in the performance of their duties, at the rate set annually by the Board of Directors.
ARTICLE 12
The Assembly of Founders and Participants
The Assembly, which is advisory in nature, is made up of the founders and participants and meets at least once a year before the approval of the final annual budget and whenever the President of the Foundation decides to convene it; only those persons in good standing with the payment of the contributions to the management fund for the current financial year, in the person of the pro tempore legal representative or his delegate, may attend with the right to vote.
The Assembly is convened and chaired without voting rights by the President of the Foundation and passes resolutions by majority vote of those present and with at least half of its members present.
At the second convocation, the Assembly shall pass resolutions with the favourable vote of the majority of the votes cast, whatever the number of those present.
The procedures for constituting, voting and keeping records of the resolutions of the Assembly, for all that is not regulated in these bylaws, are governed by specific regulations approved by the Foundation’s Board of Directors.
The election of the members of the Board of Directors pertaining to the participants shall take place by means of a ballot reserved to them, in accordance with the procedures to be defined by the regulations, which shall take into account, for the purposes of voting powers, the contributions paid in the four financial years preceding the financial year in which the renewal of the Board takes place, in relation to the date of admission.
ARTICLE 13
Composition and Appointment of the Board of Directors
The Board of Directors consists of a minimum of 4 and a maximum of 12 members appointed as follows:
– one by the Rotary Club of Lucca;
– one by the Fondazione Cassa di Risparmio di Lucca;
– one by the Automobile Club Lucca;
– one from the Fondazione Banca del Monte di Lucca
– one by the North-West Tuscany Chamber of Commerce;
– one from Confindustria Toscana Nord;
- up to a maximum of 6 elected by the Shareholders’ Meeting, taking into account the provisions of these Articles of Association.
Founders, who are found not to have paid a contribution at least equal to the share established for participants as their contribution for the four-year period preceding the renewal, may only exercise their right of designation when they have regularised their position.
Members of the Board of Directors hold office for four financial years and may be reappointed.
The Board of Directors may be considered validly constituted and operate with the appointment of at least four of the Founders’ members entitled to nominations.
Any member of the Board of Directors who, without a justified reason, fails to attend three consecutive meetings may be declared disqualified by the Board. In this case, as in any other hypothesis of a vacancy in the office of Board member, the remaining members must co-opt another Board member(s) who will remain in office until the natural expiration of the Board’s term.
The term of office of the Board of Directors ends with the meeting convened for the approval of the financial statements for the last financial year to which the appointment refers, and at the same meeting the Board of Directors must be renewed in accordance with the terms and procedures set forth in these Articles of Association.
The office is personal and therefore proxies are not permitted.
ARTICLE 14
Chairman of the Board of Directors
The Chairman of the Board of Directors, who is also the President of the Foundation, is elected from within the Board. The President is the legal representative of the Foundation, convenes the Board of Directors and chairs its meetings.
In cases of absolute urgency and necessity, it adopts the resolutions falling within the competence of the Board of Directors, submitting them for ratification by the latter at its first subsequent meeting.
Without prejudice to the provisions concerning legal representation, in the event of his absence or impediment he is replaced in the chairmanship of the Board of Directors, by the Vice-Chairman of the Board of Directors and, in the event of his absence or impediment also of the latter, by the most senior member of the Board of Directors.
For the purposes of this Article, seniority shall be determined by recognising as the most senior member the one who has been a member of the body in question for the longest period of time and without interruption, and, in the case of simultaneous appointments, the one who is most senior in age.
The signature of the Vice-President or Senior Adviser certifies to third parties the absence of the President and/or Vice-President.
ARTICLE 15
Board Meetings
The Board of Directors is convened by the President. The President also convenes when it is requested by at least two directors.
The convocation shall be by PEC, letter, fax or e-mail, sent to the councillors at least five days before the meeting, except in cases of urgency for which the convocation may be by PEC, telegram, fax or e-mail sent at least two days before. The convocation shall state the date, place, time and agenda.
Meetings may also be validly held by means of audio/video conference or other telematic means, provided that the full participation of the directors and the controlling body connected remotely is guaranteed and the identity of the director attending and voting can be verified.
The Board of Directors is validly constituted with the presence of the majority of the members in office and passes resolutions with the favourable vote of the majority of those present.
For the validity of resolutions concerning: approval of the budget, appointment of the President of the Foundation, appointment of the General Manager, change of purposes, amendments to the articles of association, transfer of the headquarters outside the municipality of Lucca and dissolution, the favourable vote of the member designated by the Founder Promoter is required, as are resolutions concerning the purchase or sale of real estate.
In the event of a tie, the vote of the person presiding over the meeting shall prevail.
The minutes of the meetings of the Board of Directors, drawn up by the Secretary in a special book, are signed, also 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. In particular, it provides:
- the appointment of the President and Vice-President;
- the approval of the final balance sheet and the annual activity report, as well as the budget and mission statement;
- acceptance of inheritances, legacies, bequests and other gifts;
- the appointment of the Foundation’s representatives in other bodies, organisations or institutions;
- liberal contributions to be requested from the founders and subject to their approval;
- the acceptance of the participants and, in the cases provided for, the passing of the exclusion resolution;
- to determine the minimum amount of annual contributions, in cash and/or in kind, upon payment of which the status of participant and the right to designate founders is derived; the amount paid in excess of the minimum contribution shall be considered a liberal contribution for management purposes;
- enter into agreements with the competent public bodies, as well as with private entities, that are necessary and/or appropriate for the achievement of the statutory purposes;
- recruitment of employees and any decisions concerning their legal and economic status;
- the purchase or sale of goods, the acceptance of other donations, including donations in kind, and any other financial transaction within the Foundation’s competence;
- promoting active litigation and resisting passive litigation;
- the awarding of professional appointments;
- the appointment of attorneys;
- the eventual appointment of the Director of the Foundation, determining his tasks, powers, duration, remuneration;
- the possible approval of one or more internal regulations;
- the composition, appointment, operating procedures and dismissal of any technical and scientific committees and the determination of the remuneration and reimbursement of expenses due to their members;
- the appointment of the Control Body and the determination of its composition (monocratic or collegiate) and its remuneration;
- the appointment of a Secretary;
- applying for accreditation from public bodies, including supranational ones;
- participation in EU calls for tenders also through participation in temporary associations of purpose;
- to define, by its own regulations, the manner of constitution of the assembly of founders and participants as well as the rules of operation and voting, for all matters not regulated in these statutes;
- to delegate to the Chairman, to one or more of its members or to the Director, particular powers, determining the limits of such delegation. Should the assignment conferred on one or more directors entail an extraordinary commitment, the Board, in compliance with the applicable regulations, may determine their compensation, if any, the duration of which shall be linked to that of the commitment;
- amendments to the articles of association, with a resolution to be adopted, on pain of ineffectiveness, with the favourable vote of two thirds (2/3) of the councillors in office.
ARTICLE 17
Volunteers
Volunteers are people who, by their own free will, carry out activities in favour of the community and the common good through the Foundation, providing their time and skills.
Their activity must be carried out in a personal, spontaneous and free manner, without any profit motive, not even indirect, and exclusively for purposes of solidarity.
The activity of volunteers may not be remunerated in any way, not even by the beneficiaries.
Volunteers may only be reimbursed by the Foundation for expenses actually incurred and documented for the activity performed, subject to the maximum limits and conditions laid down in advance by the Board of Directors: flat-rate reimbursement of expenses is in any case prohibited.
Expenses incurred by volunteers may be reimbursed within the limits of Article 17 of Legislative Decree No. 117 of 3 July 2017.
Volunteer status is incompatible with any form of employment or self-employment relationship and with any other paid employment relationship with the Foundation.
ARTICLE 18
Scientific Committee
The Scientific Committee, if appointed, is an advisory body of the Foundation and consists of a variable number of members, chosen and appointed by the Board of Directors from among Italian and foreign persons particularly qualified and of recognised prestige in the Foundation’s fields of interest.
The Scientific Committee carries out advisory activities and collaborates with the Board of Directors in defining the Foundation’s programmes and activities. In particular, it formulates opinions and proposals, as well as scientific and technical evaluations regarding projects submitted to the Foundation and in relation to the annual programme of initiatives and any other matter for which the Board of Directors expressly requests its opinion in order to define the cultural and scientific aspects of individual events of major importance.
The members of the Scientific Committee hold office for the duration of the board that appointed them and may be re-elected.
The appointment may cease at any time, due to resignation, incompatibility or revocation, without the need for just cause.
The Scientific Committee meets when convened by the President of the Foundation and is chaired by him. The President may appoint a Coordinator of the Scientific Committee to replace him/her in the event of absence or unavailability.
ARTICLE 19
Committee of Honour
The Honour Committee, if appointed, is an advisory body of the Foundation and consists of a variable number of members, chosen and appointed by the Board of Directors from among Italian and foreign persons particularly qualified and of recognised prestige in matters of interest to the Foundation.
ARTICLE 20
Control and Audit Board
The Control Body, which may also be a single-member body, is appointed upon fulfilment of the legal requirements, remains in office for four financial years and may be re-elected.
The members of the control body, to whom Art. 2399 of the Civil Code applies, must be chosen from among the categories of persons referred to in para. 2, Art. 2397 of the Civil Code. In the case of a collective body, the aforementioned requirements must be met by at least one of its members.
The Control Body monitors compliance with the Law and the Articles of Association and compliance with the principles of proper administration, also with reference to the provisions of Legislative Decree No. 231 of 8 June 2001, where applicable, as well as the adequacy of the organisational, administrative and accounting structure and its actual functioning. It may also perform the statutory audit of the accounts when the limits set forth in Article 31(1) are exceeded. In this case, the control body consists of statutory auditors entered in the appropriate register. The control body also monitors compliance with the civic, solidarity and socially useful purposes and certifies that the social balance sheet, if any, has been drawn up in accordance with ministerial guidelines. The social balance sheet records the results of the monitoring carried out by the controlling body.
The members of the supervisory body may at any time proceed, also individually, to inspections and audits, and to this end, they may request information from the directors on the course of the company’s operations or on certain business matters.
The auditing body is responsible for keeping the book in which the results of the audits and checks carried out are recorded, and takes part in the meetings of the Shareholders’ Meeting and the Board of Directors with the right to speak, but without the right to vote.
If the Controlling Body does not exercise control over the accounts and if the requirements of the Law are met, the Foundation must appoint a Statutory Auditor or a Statutory Auditing Company entered in the appropriate register.
ARTICLE 21
Director and Secretariat
The Director, where established, is appointed by the Board of Directors from among persons of proven and specific experience in the Foundation’s fields of interest. Upon appointment, the Board of Directors determines the nature and qualification of the relationship, as well as its duration.
He supervises the management of the Foundation’s activities, gives appropriate instructions to the structure for their execution and sees to the implementation of the resolutions of the Board of Directors.
In particular, it performs the following tasks:
– maintain ongoing contacts with public and private offices, bodies and organisations that are relevant to the Foundation’s activities;
– perform all those operations delegated to him by the Board of Directors, including those concerning both organisational and financial aspects related to the ordinary management and operation in general of the Foundation;
– sign the correspondence, acts and/or series of acts specifically delegated to him by the Board of Directors;
– take care of the executive aspects of projects;
– directing the Foundation’s staff and organising the Foundation’s offices;
– identify their vicar, who replaces them in the event of their absence or impediment.
The Secretariat, headed by the Director, consists of a variable number of members appointed by the Board of Directors.
The Secretariat is the Foundation’s internal auxiliary office for the effective implementation of the Foundation’s resolutions, it takes care of the implementation of the resolutions of the Foundation’s Bodies, it prepares, conserves and elaborates the documentation necessary for the good administrative and management performance of the Foundation, making available its skills and means.
ARTICLE 22
Arbitration Clause
Any dispute that may arise between the participants, between the participants and the Foundation, between the members of the Foundation’s bodies, between the members of the Foundation’s bodies, the participants and the Foundation depending on the execution or interpretation of the Articles of Association or of the applicable regulations and that may be the subject of a compromise, shall be submitted to the judgement of an Arbitration Board that shall judge according to law and by means of ritual arbitration.
The discipline of arbitration is that resulting from the Rules of the Arbitration Chamber competent for the Province of Lucca, according to the laws in force at the time.
The arbitration shall take place in the capital city in the province where the Foundation has its seat.
ARTICLE 23
Dissolution
In the event of its dissolution for any reason whatsoever, the Foundation shall appoint one or more liquidators and shall resolve, subject to the positive opinion of the Office referred to in Article 45, paragraph 1, of Legislative Decree 117/17 and unless otherwise required by law, on the devolution of the residual assets to other Third Sector entities in accordance with the provisions of the competent social body or, failing that, to the Italia Sociale Foundation.
ARTICLE 24
Closing Rules
For all matters not expressly provided for in these Articles of Association, in any internal Regulations and in the resolutions of the Foundation’s bodies, the provisions of Legislative Decree No. 117 of 3 July 2017 (Third Sector Code), as amended, and, to the extent compatible, the Civil Code, shall apply.
ARTICLE 25
Transitional rule
In order to allow for an orderly transition to the new administrative set-up, the current bodies remain in office until their natural expiry date.
Regulations of the
Fondazione Barsanti e Matteucci – ETS
Art. 1. Regulation
These regulations – adopted by the Board of Directors pursuant to Articles 9, 12 and 16 of the Articles of Association on 2024 March the 22nd – establish the rules governing the category of Participants in the Barsanti and Matteucci Foundation.
Any future amendments and additions to the Rules and Regulations will be adopted by the Board of Directors in accordance with the statutory provisions in force.
PARTICIPANTS
Art. 2. Participants of the Foundation
Participants of the Foundation are natural and legal persons, both single and associated, as well as Public Bodies, Foundations and Recognised Associations that, sharing the Foundation’s purposes, request it and contribute to the achievement of its aims by means of annual or multi-year cash contributions, in an amount not less than that established annually by the Board of Directors, or by carrying out activities, including professional activities, or by contributing tangible and intangible assets.
Art. 3. Application for Participation, Procedures for the Admission of Participants, Procedures for the Withdrawal and Lapse of Participants
3.1 Entities, physical persons, and public or private, Italian or foreign, legal entities that intend to join the Foundation, acquiring the status of Participant, must submit a written request to the Chairman of the Foundation that must contain at least
- identification data of the applicant and a specific indication of the activity carried out;
- a declaration by the applicant that he/she shares the aims of the Foundation and that he/she knows and accepts both the Statutes and the Rules of the Foundation in force at the time the application is submitted;
- a description of the type of contribution offered by the applicant and whether this contribution consists of a cash contribution, or the carrying out of activities or the contribution of tangible or intangible assets, with an indication of their value, to which an appraisal report may be attached, but is not binding. The value of the professional activities contributed or that of the tangible or intangible assets contributed shall be established at its sole discretion by the board of directors.
The statutes of the applicant must be attached to the application, if applicable.
3.2 The requisites necessary to obtain the status of Participant in the Foundation are concretely verified by the Board of Directors, in accordance with the provisions of the Articles of Association.
3.3 The admission of Participants is decided by the Board of Directors at its sole discretion. The status of Participant and the associated charges shall be automatically renewed from year to year.
3.4 The resolutions referred to in point 3.3 above must be communicated to the applicant, in the form deemed appropriate, within 45 days of the submission of the application.
3.5 The status of Participant shall commence on the day following the payment in cash of the annual contribution or, for entities making contributions in kind, on the day following the date on which the relevant agreements or conventions with the Foundation are signed.
3.6 The names of the Participants shall be entered in a list kept by the Foundation, in which the date of admission, the payment of annual dues and the date of termination or withdrawal of participation shall be recorded.
Art. 4. Loss of Participant status.
4.1 The status of Participant is lost through withdrawal or forfeiture. Forfeiture is declared by the Board of Directors for justified reasons and, in any case, for non-fulfilment in the event of non-payment of the fee envisaged in Article 9 of the Statute.
Withdrawal must be communicated to the Chairman of the Board of Directors by registered letter or PEC and is effective from the date of departure.
4.2 In the event of withdrawal or forfeiture, the fees due for the calendar year in question must still be paid.
In the event of disqualification, exclusion does not entitle the member to a refund of the membership fee paid.
4.3 The status of Participant lasts for as long as the contribution is paid or the service offered is duly performed and, with the associated charges, is automatically renewed from year to year.
Art.5. Determination of the membership fee
5.1 The membership fee is due per calendar year or fraction thereof in which the status of participant is acquired or ceases and is payable by February of the relevant calendar year.
5.2 Each year at its first meeting, the Board of Directors sets the minimum membership fee for Participants. This fee may not be less than € 300.00, unless determined otherwise in the future.
Art. 6. Procedure for Appointing Participants’ Representatives to the Board of Directors.
7.1 The Shareholders’ Meeting is responsible for appointing up to 6 members to the Board of Directors, chosen from the persons indicated by the Participants.
The appointment takes place on the occasion of the renewal of the Board of Directors.
7.2 For the purposes of the selection, the Board of Directors will ask each Participant to indicate its candidate.
The Shareholders’ Meeting, taking into account the contributions that the Participants have paid in the previous four financial years, compared to the date of admission, in accordance with the provisions of Article 12 of the Articles of Association, as well as the skills and qualifications of the candidates, shall appoint the members of the Board of Directors by a majority of the votes cast, regardless of the number of those present.
7.3 As long as the number of Participants remains less than or equal to 6, they shall be directly co-opted by the Council.
7.4 If a member appointed to the Board of Directors resigns, he/she shall be replaced in the same manner as described in Section 7.2.
