On November 3rd 1998, in Florence, in the Martino V – hall inside the “S. Maria Nuova” ancient hospital, at 6.00 PM, in front of me, Dr. Allessandro Ruggiero, Notary in Florence, (omissis) at the presence of known and appropriate witnesses: Noble Woman Maria Vittoria Colonna in Rimbotti (omissis) Eng. Francesco Sborgi (omissis) (omissis) establish (omissis) according to articles 14 and following of the Civil Code, a Private Foundation with the name of “Fondazione Romualdo Del Bianco” with the following:
1.2 Subsequent to the establishment, other founders may join the Foundation, contributing assets and capital or taking on commitments of a financial nature. The Board of Governors shall make all resolutions concerning the participation of new founders.
1.3 In addition to the category of founders, a category of Foundation supporters shall be planned, i.e. private individuals, businesses, companies, public and private bodies who decide to contribute to the realisation of the foundation’s objectives by undertaking, for a period of no less than three years, to contribute to the expenses concerning the institutional activities. The financial charges assumed by the supporters and founders may benefit from the tax facilities provided in accordance with existing legislation for non profit bodies. In the event that the supporters should exceed the number of three, the same may set up a committee which shall constitute a corporate body of the Foundation.
1.4 The Foundation shall have its registered office in Florence, Via del Giglio no. 10 and may set up secondary offices, branches, agencies and bureaux in other parts of Italy and abroad.
1.5 The Foundation shall propose to carry out its activities mainly within the sphere of the region of Tuscany and shall ask the same for recognition of legal status.
1.6 The Foundation shall have unlimited duration and shall be terminated in the cases and following the methods as laid down by this statute and the law.
1.7 The Foundation shall be regulated by the statute and, for anything not provided for therein, by the rules of state and regional laws regarding Foundations. The Board of Governors may enact internal by-laws for the executive regulation of the organisation and functioning of the Body.
- to promote, establish, develop and realise initiatives, research, studies, publications, awards, scholarships, exhibitions, conferences, meetings and seminars, even of a periodic nature, for improving, handing down, propagating and preserving the cultural, artistic, historical and scientific heritage of Florence and Tuscany, also contributing to initiatives promoted by other bodies and institutions;
- to acquire, manage, catalogue and restore assets of important historical, artistic, archaeological and archival interest, elaborating projects and plans for recovery and improvement, in harmony with the programs and directions formulated by state, regional and local organs in charge of the protection and preservation of the specified cultural assets;
- to promote the realisation, in Florence, of a Centre for the Development of International Meetings for attracting, in particular, young people and leading figures from the field of culture, art and science, thus favouring mutual knowledge, understanding, friendship and peace between countries and peoples of different nationality, religion and ethnic group.
2.2 The Foundation shall be a non profit organisation and, for this reason, it shall be expressly forbidden to distribute, even in an indirect way, the profits and operating surplus, as well as funds, reserves or capital, throughout the lifetime of the foundation, unless such destination or distribution is imposed by law or is made in favour of other foundations or organisations which, by law or statute, pursue the same objectives or similar objectives. However, any profits or operating surplus should be used exclusively and compulsorily for the realisation of institutional activities and activities directly connected with the same.
2.3 In order to realise its institutional objectives, the Foundation shall carry out its activities in sectors regarding the promotion of culture and art; the protection, promotion and improvement of items of historical and artistic interest as per law 1089/1939, property and libraries as per Decree by the President of the Italian Republic 1409/1963, as well as the sectors of education, training, scientific research, health care, the protection and development of nature and the environment.
2.4 The Foundation may carry out activities directly connected with and instrumental to its institutional activities.
2.5 In carrying out its activities directed towards its institutional objectives, the Foundation may make use of the collaboration of other bodies or companies of both a private and public nature, Italian or foreign, ultimately arriving at the stipulation of special agreements and covenants.
2.6 On the occasion of celebrations, anniversaries or awareness campaigns, it may also occasionally promote public fund-raising initiatives, even through offerings of moderate value or services.
3.1 The assets of the Foundation shall consist of the following:
- the initial endowment fund resulting from the constitutive instrument as well as subsequent contributions and the increases resolved by the Board of Governors;
- public and private contributions and freely made donations destined to increase the assets;
- any other movable and immovable property which may come to the Foundation for any reason and which is destined to increase the assets;
- from legacies, donations and bequests made in favour of the foundation;
- from the proceeds of its own activities where the Board of Governors has resolved that the same should become part of the assets.
3.2 In order to carry out its activities, the Foundation shall have:
- the revenue from its own assets;
- the proceeds deriving from the development of its own institutional activities and any directly connected activities;
- contributions and financial donations from supporters and other financial backers;
- freely given aid and contributions destined for the realisation of the institutional objectives;
- amounts deriving from the alienation of patrimonial assets which are not used for the direct attainment of the institutional objectives.
4.1 The following shall constitute organs of the Foundation: the Board of Governors; the Chairman and Vice Chairman; the Secretary General; the Scientific Committee; the Supporters’ Committee; the Auditors’ Committee.
5.1 The Foundation shall be managed by a Board of Governors consisting of a number of members of no less than five and no more than eleven, according to whatever shall be jointly established by the founders upon the appointment of the same. The Governors shall hold office for five financial years and may be confirmed in their posts.
5.2 The Governors shall be appointed by the founders, who may devolve the nomination of at least a third of the members of the Board of Governors in favour of other public or private institutions. If for any reason the appointment is not made by the founders and institutions chosen by the founders, half of the Governors shall be appointed by the University of Florence and the other half by the Mayor of the Municipality of Florence. In the event that at least three supporters create a committee, the appointment of at least one Governor shall be the duty of this committee If, during the course of the commission, one or more of the Governors should no longer be able to participate, the Board of Governors may proceed by co-optation to appoint the new Governors, who shall remain in office until the end of the commission of the person or persons they have replaced.
5.3 In the event that more than one third of the Governors in office should hand in their resignation, the whole Board of Governors shall be lapsed and the founders shall appoint new Governors.
5.4 For the first time, the Board of Governors, as well as the Chairman, the Vice Chairman and the Secretary shall be appointed by the constitutive instrument.
5.5 The office of member of the Board of Governors shall be gratuitous, except for the reimbursement of the expenses sustained in the course of the appointment. However, for Governors carrying out special duties, the Board of Governors may provide for and set a fee.
6.1 The Board of Governors shall routinely meet at least twice a year and, more specifically: within the month of November, in order to examine and approve the budget and programme of activities concerning the following financial year; within the month of March, in order to examine and approve the final balance for the previous financial year. On a preliminary basis, the Board shall establish the directives of a programmatic nature, the programme of activities and the financial budget.
6.2 The Board of Governors shall hold extraordinary meetings each time the Chairman considers the same to be necessary or, in the event that a written request for the same is made to the Chairman by at least one third of the Governors in office or by the Auditors’ Committee.
6.3 The convocation by the Chairman shall be made by means of a letter, which may also be sent by fax or electronic mail, to all the Governors and members of the Auditors’ Committee at least ten days before the date set for the meeting to be held. In urgent cases, this letter may be sent in the same way at least three days before the date of the meeting.
6.4 The notice of convocation shall include the place, the day and the time of the meeting as well as the subjects to be discussed.
6.5 The Board of Governors shall normally meet at the head office of the Foundation, or in another place indicated in the notice of convocation, as long as the same is situated within the region of Tuscany.
6.6 The possibility of meetings of the Board of Governors being held using the video- or teleconferencing system shall be permitted, on condition that all the participants can be identified by the Chairman, and that the same shall be allowed to discuss and intervene in the handling of the subjects in real time, clearly expressing their vote in the event that voting should occur. Having verified these premises, the meeting of the Board of Governors shall be understood to have been held in the place where the Chairman of the meeting and the Secretary are located. The same shall undertake to draw up and sign the minutes of the meeting, mentioning the method with which the connection was made with the Governors located in another place and how the same expressed their vote.
6.7 The Board of Governors shall be chaired by the Chairman and, in the event of the absence or impediment of the same, by the Vice Chairman, if appointed, or by the oldest Governor. The meetings of the Board of Governors may be attended, without voting rights, by the Secretary General, the members of the Auditors’ Committee and one or more members of the Scientific Committee.
7.1 The meetings of the Board of Governors shall be normally constituted with the presence of the majority of the Governors in office, and any resolutions shall be made with the absolute majority of those present, unless the statute requires qualified majorities.
7.2 Each Governor shall have the right to one vote and, in the event of an equality of votes, the Chairman’s vote shall prevail.
7.3 The Chairman and Secretary shall undertake to draw up the minutes of each meeting of the Board of Governors to be transcribed in the appropriate book.
8.1 The Board of Governors shall be invested with the broadest powers with regard to the management of the foundation’ assets and the use of its financial resources in compliance with the institutional objectives.
8.2 The Board of Directors shall undertake to:
- prepare and approve the Foundation’s cultural and operative programmes, establishing the general policies to be observed in the carrying out of the institutional activities;
- to promote and realise the Foundation’s cultural, artistic and scientific initiatives and events; to appoint the Secretary General of the Foundation and the members of the Scientific Committee;
- to approve the internal by-laws regulating the organisation and functioning of the Foundation’s offices and services;
- to hire and dismiss personnel, determining the legal and economic processing of the same;
- to approve the budgets and final balances prepared by the Secretary General; to accept new founders and supporters by means of resolutions made with a three quarters majority of the Governors in office;
- to decide upon the acceptance of legacies, gifts and donations in favour of the Foundation, as well as the alienation of assets not usable for the immediate purposes of the Foundation;
- to decide upon, with a majority of at least three quarters of the Governors in office, any modifications made to the statute, to be submitted to the approval of the Regional Authorities;
- to delegate the powers concerning the current and routine administration of the Foundation to one or more of its members or to the Secretary General;
- to ascertain, with a three quarter majority of the Governors in office, the existence of reasons for the termination or dissolution of the foundation.
9.1 The Board of Governors shall appoint, from amongst its members, a Chairman and, eventually, a Vice Chairman, who shall remain in office for five financial years.
9.2 The Chairman shall supervise the good progress of the Foundation, co-ordinate the activities of the various organs, oversee the correct functioning of the Foundation and the realisation of its institutional objectives, exercise the powers delegated to him by the Board and handle the execution of the resolutions adopted by the Board of Governors.
9.3 The Chairman shall be invested with the legal representation of the Foundation and the use of the signature, and may confer special powers of attorney for the fulfilment of certain actions or categories of actions even in favour of persons extraneous to the Foundation.
9.4 In the event of the absence or impediment of the Chairman, his functions shall be carried out by the Vice Chairman, if one has been appointed.
10.1 The Secretary General shall be appointed by the Board of Governors and shall remain in office for the period of time established by the Board, which shall also set the fee to be paid to the same.
10.2 The Secretary General, within the sphere of the programmes established by the Board of Governors and according to the directives of the Chairman, shall carry out the ordinary management of the Foundation: the drawing up of activity programmes for submission to the approval of the Board of Governors; preparation of projects concerning the budgets and final balances; implement, following the directives of the Chairman, the resolutions made by the Board of Governors; direct and co-ordinate all the Foundation’s offices and personnel; handle all matters of an administrative, accounting and fiscal nature; supervise the safe-keeping and maintenance of assets belonging to the Foundation; any other duties assigned by the Board of Governors and the Chairman.
10.3 In order to carry out the actions necessary for his duties, the Secretary General shall be invested with the powers of representation and signature.
11.1 While carrying out cultural and scientific activities, the Foundation may have recourse to one or more Experts. Experts are chosen and appointed by the Board of Governors for a particular task or a particular period to be decided by the Board of Governors when appointing them.
11.2 On request of the Board of Governors, Experts shall:
- express their opinion with regard to particular initiatives or programmes of the Foundation;
- formulate study and research projects;
- suggest people and institutions deserving awards and/or scholarships on the basis of the announcements of competition previously approved by the Board of Governors;
- assist the Board of Governors with regard to scientific and cultural topics./li>
11.3 The Board of Governors may arrange that all or just some of the Experts meet to form a Committee, which shall carry out team work and take collettive decisions. The Board of Governors decides goals, tasks, deadlines and term of the office of the Committee.
11.4 The Experts Committee, if appointed, shall be chaired by the Board of Governors’ Chairman. The Committee shall follow the Board of Governors’ rules, so long as they are compatible.
11.5 The Board of Governors may enact internal regulations to regulate functions, organisation and running of the Experts’ Committee, in the event it is established.
11.6 The members of the Scientific Committee shall be entitled to the reimbursement of expenses sustained in the course of their duties and, eventually, an attendance fee to be established by the Board of Governors.
12.1 The Supporters’ Committee shall consist of no less than three supporter members of the Foundation.
12.2 The Committee shall undertake to see that the supporters’ financial contributions are used for the Foundation’s purposes and, in particular, for the individual initiatives and events they intend to finance.
12.3 The Committee shall choose the candidates to be nominated as members of the Board of Governors in the event that the supporters have the right to appoint a Governor. The Committee may also designate an active member and a substitute member of the Auditors’ Committee.
13.1 The operational and accounting control shall be assigned to the Auditors’ Committee, consisting of three active members and two substitutes appointed by the founders. If there is a Supporters’ Committee, at least one active member and one substitute member shall be designated by this Committee.
13.2 The Auditors’ Committee shall: control the financial management of the Foundation; ascertain that book-keeping operations are carried out correctly; carry out periodic cash inspections; express its opinion on the budgets and final balances.
13.3 The auditors shall be chosen from amongst professionals and experts in economic, financial and legal matters.
13.4 The Committee shall appoint a Chairman from among its members. The auditors shall remain in office for five financial years and may be confirmed in their posts.
13.5 The auditors shall prepare the report accompanying the final balance with their observations.
13.6 The office of auditor shall be gratuitous, except for the reimbursement of the expenses sustained in carrying out the duties involved.
14.1 The Foundation’s financial years shall begin on 1st January and close on 31st December each year.
14.2 At the end of each financial year, the financial statement shall be drawn up and approved by the Board of Governors and shall consist of the balance sheet, income statement, supplementary account and management report.
14.3 Before being submitted to the approval of the Board of Governors, the financial statement shall be passed on to the Auditors’ Committee which shall express its opinion in a report drawn up for this purpose.
14.4 The prohibition regarding the distribution of profits and operating surplus as laid down in article 2.2 above shall be confirmed.
15.1 In the event that the aims of the Foundation should become unattainable or, in any case, that there should be any cause for termination or dissolution as provided for by the law, the assets shall be devolved in favour of another foundation or body pursuing similar objectives or for the purposes of public utility, except in the event of a different destination covered by law.
16.1 For anything not provided for in this statute, the Foundation shall be regulated by the rules of the Italian Civil Code with regard to foundations, as well as other state and regional law regulations concerning foundations and non profit bodies.
Signed by Antonietta Gazzini, Del Bianco Giovanna, Dani Paolo Del Bianco, on his own behalf and on behalf of Maria Vittoria Colonna Rimbotti, witness Francesco Sborgi, witness Notary Alessandro Ruggiero.