Statute

 

CHARTER

of

“FONDAZIONE ITALIA PER IL DONO”

 

Article 1

Name

 

A Foundation named

Fondazione Italia per il dono ONLUS”  

(hereinafter “Foundation”)

has been founded and it shall respect the obligation to use the term “non-profit organization of social interest” or the acronym “ONLUS” in all its relations with third parties.

 

Article 2

Registered office

The Foundation’s registered office is located in Milan.

The Foundation’s address is set at Via San Michele del Carso no. 32.

In furtherance of and functional to the Foundation’s objectives, delegations and offices may be opened both in Italy and abroad to carry out promotional activities as well as activities relating to the development and growth of the network of national and international relationships needed to support the Foundation itself.

 

Article 3

Purpose

The Foundation is not-for-profit, pursues exclusively social solidarity objectives and aims to promote the culture of solidarity and social responsibility by developing the practice of giving in collaboration with others also working towards this goal, especially philanthropic intermediation structures already working on-site and community foundations.

The Foundation carries out its work in the charity sector, both directly and indirectly, by granting monetary and non-monetary resources using funds that come from asset management or from donations collected for a specific purpose, which may include innovative collection methods, in favour of non-profit entities that work predominantly in the sectors mentioned in article 10, paragraph 1, letter a) of Italian Legislative Decree 460/97, to carry out projects of public or social interest directly or indirectly.

The Foundation shall not carry out any activities other than those of an institutional nature, without prejudice to activities carried out to accomplish its own projects, while abiding by all legal provisions regulating foundations, especially those regarding the safeguarding of assets.

The Foundation operates both in Italy and abroad.

The Foundation is obliged to use surplus income to carry out institutional activities and activities directly related to these.

 

Article 4

Ancillary, additional and related activities

1. While pursuing its institutional objectives, the Foundation may carry out activities including but not limited to the following:

a)         assisting those who intend to donate and raising awareness of the culture of giving;

b)         promoting the collection, whether direct or indirect, of funds to distribute in favour of projects and initiatives of social or public interest, while abiding by all legal provisions regulating foundations;

c)         cooperating with other private or public entities involved in distributing funds in favour projects pursuing social or public interest aims;

d)         supporting initiatives that aim to create stable endowment funds within the Foundation for purposes of social or public interest and in line with its objectives, including those relating to specific geographic areas or specific sectors of intervention that, once established, may only be modified and/or terminated in compliance with the terms agreed to with the donors, thanks to the goal having been achieved or due to the impossibility of achieving it, due to the changing needs of beneficiaries  or due to the depletion of the assets committed;

e)         implementing all kinds of stable cooperation and integration with entities, both public and private, and organizations that work towards civic, cultural and social development;

f)         developing greater awareness regarding the needs and potential of civil society, including the promotion and carrying out of research, studies, conferences, seminars, publications and periodicals;

g)         promoting the establishment of new philanthropic intermediaries able to respond to needs that have not yet been fulfilled; building and participating in associations, foundations, entities and institutions, both public and private, both Italian and foreign, whose activities prove to be consistent with or functional to those carried out by the Foundation.

The Foundation shall not carry out activities other than those listed above unless they are directly related to them in compliance with article 10 of Italian Legislative Decree 460/97.

 

Article 5

Endowment Fund

The Foundation’s Endowment Fund is made up of:

a)         the initial endowment, as set out in the charter;

b)         public and private contributions allocated by the Board of Directors expressly and/or by board decision to increase the Endowment Fund;

c)         any other asset obtained by the Foundation by any means and that is expressly for the purpose of increasing the Endowment Fund;

d)         surplus income not used and not transferred to subsequent financial years;

e)         reserve funds composed of any surplus income.

The Board of Directors may establish separate administration arrangements for the funds obtained by the Foundation by way of donations and/or bequests or testamentary gifts in order to pursue specific objectives indicated by the donors.

The Foundation may furthermore acquire from other entities and manage similar funds having specific allocation, while committing itself to, as far as possible, preserving the original allocations, provided they are not in conflict with its own objectives.

 

Article 6

Management Fund

The Foundation finances its own activities by way of:

a)         the income and earnings arising from the management of the Endowment Fund;

b)         the charitable donations and public and private contributions made to the Foundation for the achievement of its aim;

c)         the sums arising from the conveyance of assets belonging to the Endowment Fund, allocated to purposes other than the increase of the Endowment Fund, by decision of the Board of Directors;

d)         earnings from institutional, functional, ancillary and related activities carried out against payment;

e)         operational surplus from preceding financial years.

 

Article 7

Foundation bodies

The bodies of the Foundation are as follows:

  1. the Board of Directors;
  2. the Chair;
  3. the Secretary General;
  4. the Board of Trustees;
  5. the Board of Auditors or the Sole Auditor;
  6. the Committee of  Donors.

Article 8

Board of Directors

The Foundation shall be administered by a Board of Directors (which may hereinafter be referred to simply as the “Board”) composed of seven members appointed initially in the Charter and subsequently as follows:

-                      four board members appointed by the Board of Trustees, chosen amongst figures involved in institutional philanthropy;

-                      three board members appointed by the Committee of Donors.

The members of the Board shall possess the attributes of honourability and proven experience in the fields of philanthropy, of the professions, of management, of academia or of social activities, and such attributes shall be verified by the Board itself at its earliest possible meeting.

The members thus appointed shall hold their positions for four financial years and, therefore, until the approval of the balance sheet of the fourth financial year following their appointment. The Board of Trustees and the Committee of Donors may nonetheless decide that the duration of the position need not be identical for all the members, in order to ensure a gradual change in the Board Members and continuity in the work of the Foundation.

The members of the Board of Directors may only be re-elected for a second mandate.

Any person who is banned, incapacitated or bankrupt or who has been sentenced to a punishment that foresees disqualification from holding public office or incapacitation in carrying out executive roles shall not be appointed to the Board of Directors and, if appointed, such person shall forfeit such position.

In the case of resignation, withdrawal or death of any board members, such individuals shall be substituted by way of the methods laid out in this article.

If the Board of Trustees and/or the Committee of Sponsors were not to substitute such members within two months of the event that caused them to vacate their positions, the Board of Directors shall, by means of cooptation, appoint the new board members. Such board members shall hold their positions for the period decided at the time of their appointment.

 

Article 9

Duties of the Board of Directors

The Board of Directors is entrusted with the ordinary and extraordinary administration of the Foundation.

In particular, the Board, in addition to that which is stated in other provisions of this Charter, shall:

a)         set forth the course of the Foundation’s work, draw up the annual report on activities, and decide on and carry out its plans;

b)         draw up and approve the consolidated balance sheet and the budget on an annual basis;

c)         deliberate regarding the acceptance of donations and bequests or testamentary gifts, in accordance with the principle of transparency and assessing the existence of any conflicts of interest between the donor and the Foundation;

d)         decide on the use of any income surpluses to increase the Endowment Fund;

e)         define the operational structure of the Foundation;

f)         award professional assignments;

g)         appoint the Secretary General;

h)         sign contracts of any nature whatsoever;

i)          administer the assets of the Foundation, which must be invested with the goal of obtaining the maximum possible yield that is compatible with the preservation of real value in the long term;

j)          deliberate, having heard the necessary but not binding opinion of the Board of Trustees, regarding any changes to the Charter and any extraordinary transactions and then submit them to the competent authorities for approval, in accordance with the methods and timeframes laid out by law;

k)         deliberate, having heard the necessary but not binding opinion of the Board of Trustees and of the Committee of Sponsors, regarding the dissolution of the Foundation and the transfer of its assets;

l)          approve the internal bylaws the Board of Directors considers necessary;

m)        deliberate regarding the constitution of and participation in foundations, associations, social enterprises, consortiums, companies and, in general, public or private entities both in Italy and abroad.

The Board may delegate certain expressly defined functions to a single board member or to an executive committee composed of three of its members.

 

Article 10

Meetings of the Board of Directors

The Board of Directors shall meet at the headquarters of the Foundation or elsewhere, whether in Italy or abroad.

The meetings of the Board of Directors shall be called whenever it decides or whenever there is a justified request from at least one board member, from the Chair or from any other board member or other person chosen by the Chair, by means of a notice containing the agenda sent by registered post, fax or electronic mail message at least ten days before the meeting date or, in urgent cases, at least two days prior.

Meetings of the Board of Directors and its decisions shall be valid even without formal notice if all the current board members take part.

The decisions of the Board of Directors shall be deemed valid when at least the majority of its current members are present; decisions shall be considered adopted when an absolute majority of those in attendance vote in favour.

The meetings of the Board of Directors are presided over by the Chair or, in his or her absence, by the Deputy Chair or, in the absence of this individual as well, by the person chosen by the board members who are present.

If votes in favour and against are equal, the vote of the individual chairing the meeting shall prevail.

Minutes of Board meetings shall be taken and signed by the Chair and Secretary General or by the secretary chosen for the meeting.

The duties of meeting secretary are carried out by the Secretary General of the Foundation or, in his or her absence or whenever the Chair deems it opportune, by an individual chosen by the Board itself.

The meetings of the Board of Directors may also be held by means of telecommunications, contingent on the following conditions, which shall be noted in the minutes thereof:

a.    that the meeting chair has the means to verify the identity of participants, control the course of the meeting, and ascertain and announce the results of votes;

b.    that the minute-taker has the means to adequately perceive the events of the meeting whose minutes are being taken;

c.    that participants in the meeting are able to take part in discussion and in the simultaneous vote on items on the agenda, as well as being able to view, receive or transmit documents;

d.    that the meeting notice includes the places where the connection will be active.

Once these conditions have been met, the meeting shall be deemed to have taken place in the location where the Chair and the minute-taker were present.

 

Article 11

Chair

The Chair shall be appointed by the Board of Directors from among its members. The Chair has legal authority to act as a representative of the Foundation in dealings with third parties and in legal proceedings; during its first meeting the Board shall appoint the Vice Chair.

The Chair implements the decisions of the Board and exercises the powers invested in him or her, in general, or from time to time, by the Board.

In urgent cases the Chair may take measures that are normally within the province of the Board of Directors, provided these are then ratified by the Board at its earliest meeting.

The Chair shall have the power to grant special powers of attorney for single matters and to appoint lawyers and litigators.

The Vice Chair shall substitute and act in place of the Chair if the latter is absent or hindered.

The signature of the Vice Chair is evidence of the absence or hindrance of the Chair.

 

Article 12

Secretary General

The Secretary General shall be appointed by the Board of Directors from among its members or externally, amongst individuals who have garnered experience in the sectors in which the Foundation works.

He or she supervises the technical and financial activities of the Foundation, and takes care of and is responsible for the implementation of the decisions of the Board of Directors and of executive committees if the latter have been formed. To this end, he or she carries out any needed or consequent actions while reporting to the Board of Directors, which has authority over the coordination and supervision of the carrying out of management activities.

Moreover, further powers may be delegated to the Secretary General as required to carry out specific decisions taken, from time to time, by the Board of Directors, or any powers may be delegated in general terms in relation to the implementation, coordination, carrying out and full achievement of plans approved by the Board of Directors in order to meet the objectives of the Foundation.

The Secretary General draws up and signs, along with the Chair, all minutes of Board of Directors meetings, and signs all correspondence and every executive decision taken by the Board of Directors.

He or she, upon authorization from the Board of Directors, is in charge of the hiring of personnel, determining their job ranking and remuneration, and he or she has consequent disciplinary power in accordance with prevailing laws.

 

 

Article 13

Board of Trustees

The Board of Trustees is composed of five to seven members chosen amongst experts and individuals that have distinguished themselves in the field of philanthropy.

The members of the Board of Trustees shall initially be appointed in the Charter. They shall hold their positions until the consolidated balance sheet has been approved for the fourth consecutive financial year and at the end of their mandate they shall appoint their successors. The members of the Board of Trustees may be re-elected for more than one mandate.

Ex officio members of the Board of Trustees are as follows:

- an individual chosen by the Chair  pro-tempore of the National Council of Latin Notaries;

- an individual chosen by the Chair  pro-tempore of the Association of Certified and Chartered Accountants of Milan;

- the Chair  pro-tempore of ASSIFERO (“Associazione Italiana Enti e Fondazioni di Erogazione”) or Italian Association of Donation Entities and Foundations.

If a member of the Board of Trustees resigns, dies or is otherwise hindered, the members of the Board of Trustees, with the exception of the ex officio members, shall be substituted by way of cooptation by the remaining members. New members thus appointed shall expire along with those holding positions at the time of their appointment.

The Board of Trustees shall appoint four members of the Board of Directors.

It has the duty to devise and develop projects and new initiatives for the Foundation to be proposed to the Board of Directors in compliance with the directions indicated by the latter. It expresses non-binding opinions in the cases foreseen by this Charter or as requested by the Board of Directors. On an annual basis it draws up a report on the work of the Foundation, expressing a view on future directions.

The Board of Trustees shall be chaired by an individual chosen by it.

The meetings of the Board of Trustees will be attended, for consultation purposes, by the Chair of the Foundation, or his or her delegate, and by the Secretary General.

At meetings of the Board of Trustees provisions pursuant to article 10 of this Charter shall be applied insofar as they are compatible.

 

Article 14

Auditor or Board of Auditors

The Auditor or Board of Auditors, composed of three members, shall be chosen amongst those on the Register of Statutory Auditors, initially appointed in the Charter and subsequently by the Committee of Sponsors.

The Auditor or Board of Auditors shall hold the position until the approval of the consolidated balance sheet of the third successive financial year subsequent to their appointment and they may be re-elected.

The Auditor or Board of Auditors shall be charged with checking the good standing of the administration and of the Foundation’s accounts, shall prepare the consolidated balance reports and budgets and shall submit them to the Board of Directors, and shall carry out cash auditing.

The Auditor or Board of Auditors shall attend all meetings of the Board of Directors.

 

Article 15

Committee of Donors

The Committee of Sponsors (or Donors) shall initially be appointed by the end of the third financial year by the Board of Trustees and subsequently by cooptation by the Committee itself, choosing amongst the persons (natural persons or entities) that participate in the most significant manner in the work of the Foundation by way of donations and/or contributions of a financial and/or professional nature.

The members of the Committee of Donors shall hold their positions for three financial years and may be re-elected.

If at any point during the mandate new members are co-opted, these shall expire at the same time as the members holding their positions, save for a decision otherwise by the Committee.

At meetings of the Committee of  Donors the provisions pursuant to article 10 of this Charter shall apply insofar as they are compatible.

The Committee of  Donors shall appoint three members of the Board of Directors and express non-binding opinions on the work of the Foundation whenever it is foreseen by this Charter or requested by the Board of Directors.

Meetings of the Committee of  Donors shall be attended, for consultation purposes, by the Foundation’s Chair, or by his or her delegate, and by the Secretary General.

 

Article 16

Non-remunerability of Positions

All positions shall be held without remuneration, save for the reimbursement of expenses born when carrying out the position, with the exception of the Secretary General and of a potential managing director, as the latter positions shall be allocated compensation to an extent decided by the Board of Directors at the time of appointment and, in any case, in line with the provisions of paragraph 6 of article 10 of Legislative Decree 460/97.

 

Article 17

Financial Year – Balance – Earnings and surplus income

The financial year of the Foundation shall begin on 1 January and end on 31 December of every year.

By the end of the month of November of each year, the Board of Directors shall approve the budget for the coming financial year and by 30 April of every year it shall approve the consolidated balance sheet for the financial year ending on the preceding 31 December.

When drawing up the balance report, which shall consist of the statement of assets and liabilities, the profit and loss account and the explanatory notes, it shall, in conformity with laws in force at the time, follow the principles foreseen by the articles of the Italian Civil Code relating to joint stock companies.

It is expressly forbidden for the Foundation to distribute, whether indirectly or otherwise, earnings or surplus income, or funds, reserves or capital, during the life of the Foundation, unless the allocation or distribution is required by law.

Earnings and surplus income shall compulsorily be used for carrying out institutional work or activities directly related to it.

 

Article 18

Extraordinary transactions

The change of status, amalgamation or separation of the Foundation, in addition to any other extraordinary transaction, shall be decided by the Board of Directors after having heard the mandatory opinion of the Board of Trustees and of the Committee of Sponsors.

 

Article 19

Dissolution

The Foundation shall be terminated in the cases foreseen by Articles 27 and 28 of the Italian Civil Code.

In case of dissolution of the Foundation, the Board of Directors shall appoint one or more liquidators, to be chosen amongst its members.

In case of dissolution, for whatsoever reason, all the assets of the Foundation that remain after completion of the liquidation shall be, as decided by the Board of Directors, handed over to other non-profit organizations of social or public interest, after having consulted with the control organism as foreseen by article 3, paragraph 190, of Law 23 dated December 1996, no. 662, unless otherwise provided for by law.

 

Article 20

Applicable rules and regulations

For all and any matters not expressly provided for herein, the provisions of the Italian Civil Code shall regarding foundations, namely Legislative Decree 460/97, and other pertinent legislation shall apply.