Article of association
Annex B to Deed No. 17.738/11.295 of the Notarial Register
FONDAZIONE SAIL ON ETS
Articles of Association
Foundation established under Legislative Decree No. 117/2017
English translation of the Italian original
TITLE I — NAME, REGISTERED OFFICE AND DURATION
Article 1
A foundation named “FONDAZIONE SAIL ON ETS” is established pursuant to the Italian Civil Code and Legislative Decree No. 117 of 3 July 2017, as subsequently amended and supplemented.
The Foundation may also use the English name “SAIL ON FOUNDATION ETS”. ETS stands for Ente del Terzo Settore (Third Sector Entity).
Article 2
The Foundation has its registered office in the Municipality of Parma.
The Board of Directors is authorised to relocate the Foundation’s registered office within the Municipality of Parma.
The Board is also authorised to open or close branch offices of the Foundation. Representative offices and other offices may be established in Italy and abroad to undertake promotional activities and to develop and expand the national and international network of relationships needed to support the Foundation. These activities shall be ancillary to and serve the purposes of the Foundation.
The Foundation is established for an indefinite period.
TITLE II — PURPOSES AND ACTIVITIES
Article 3
The Foundation is a non-profit entity. Any profits shall be applied directly to the institutional purposes set out below. Its purpose is to support and promote the activities listed below.
The Foundation carries out the following activities of general interest exclusively or as its principal activities, in pursuit of its civic, solidarity and social utility purposes on a non-profit basis, as provided for in Legislative Decree No. 117/2017.
• Organising and managing cultural, artistic or recreational activities of social interest, including publishing and other activities to promote and disseminate the culture and practice of volunteering and the activities of general interest referred to in this Article.
• Conducting scientific research of particular social interest.
• Undertaking measures and providing services to protect and improve environmental conditions and to ensure the prudent and rational use of natural resources, excluding the regular collection and recycling of municipal, special and hazardous waste, and undertaking measures and providing services to protect animals and prevent straying under Law No. 281 of 14 August 1991.
• Providing education, instruction and vocational training under Law No. 53 of 28 March 2003, as subsequently amended, and conducting cultural activities of social interest for educational purposes.
• Providing university and postgraduate education.
• Conducting scientific research and experimental development, with particular reference to green technologies, engineering and propulsion technologies.
• Providing training and education, including through training, outreach and continuing education activities in science, technology and the environment.
• Protecting and enhancing the environment, with particular attention to sustainability, technological innovation and the dissemination of knowledge and practices aimed at reducing environmental impact.
• Promoting initiatives, projects and collaborations with public or private bodies, institutions, universities, research centres and other parties in keeping with the Foundation’s purposes.
Article 4
The Foundation shall observe the principles of economical management and preservation of its assets. Within the limits of the law and these Articles, it may carry out any financial or commercial transactions or transactions involving movable or immovable property that it considers necessary and appropriate to achieve its purposes. These include, by way of example:
a) Entering into any appropriate instrument or contract, including to finance approved transactions. This includes obtaining short- or long-term financing and loans, leasing or taking under a concession or loan for use, or acquiring ownership of or surface rights over, immovable or movable property, and entering into any type of agreement with public or private bodies where considered appropriate and useful for achieving the Foundation’s purpose.
b) Administering and managing property that the Foundation owns, lets, holds under a loan for use or otherwise possesses.
c) Entering into agreements and contracts to entrust third parties with some of its activities, as well as with specific studies and consultancy assignments.
d) Participating in associations, bodies, public and private institutions and companies whose activities are directed, directly or indirectly, towards purposes similar to those of the Foundation. The Foundation may also help establish such organisations where it considers this appropriate.
e) Promoting and organising events, conferences and meetings, publishing their proceedings or related documents, and undertaking initiatives and events conducive to regular contact between the Foundation, those working in its fields of activity and the public.
f) Awarding prizes and scholarships.
g) Providing training, courses and seminars relating directly or indirectly to the Foundation’s fields of interest.
h) Carrying out commercial activities that are ancillary to or serve its institutional purposes, including in publishing, audiovisual media generally and dissemination via the World Wide Web.
i) Carrying out any other activity conducive to or supportive of the pursuit of its institutional purposes.
l) Licensing or selling rights to use technology projects (patents, software and know-how) in exchange for royalties, provided that the transaction generates resources to be reinvested in full in the Foundation’s institutional purposes.
In pursuing its institutional purposes, the Foundation may cooperate with public and private bodies having similar purposes.
Under Article 6 of Legislative Decree No. 117 of 2017, the Foundation may carry out activities other than those specified above, provided they are secondary to and serve its activities of general interest. The Governing Body shall identify such activities and establish the applicable criteria and limits in accordance with the legislation in force from time to time, taking into account all resources deployed in activities of general interest, including voluntary resources and those provided free of charge.
TITLE III — FINANCIAL RESOURCES AND ACCOUNTS
Article 5
The Foundation’s initial assets consist of the resources contributed upon its establishment, with a total value of EUR 520,000.00 (five hundred and twenty thousand euros).
The Foundation’s assets consist of:
• The Endowment Fund, made up of contributions by the Founders or third parties in cash, movable or immovable property, land and/or other economically assessable benefits that can be used to pursue its purposes.
• Movable and immovable property received or to be received by the Foundation on any basis, including property acquired by it in accordance with these Articles.
• Gifts from entities or individuals expressly earmarked to increase the Foundation’s assets.
• The portion of income not used for current operations and/or surplus income that the Board of Directors may resolve to allocate to increasing the Foundation’s assets.
• Contributions allocated to the Foundation’s assets by the European Union, the State, territorial authorities or other public bodies.
The direct or indirect distribution of profits, operating surpluses, funds or reserves, however designated, to founders, workers and collaborators, directors or other members of its bodies is prohibited, except where the allocation or distribution is required by law.
Under Article 7 of Legislative Decree No. 117 of 2017, the Foundation may undertake fundraising, including on an organised and continuing basis, by appealing to the public or by transferring goods or providing services of modest value. It may use its own resources and those of third parties, including volunteers and employees, in accordance with the principles of truthfulness, transparency and fairness in its dealings with supporters and the public and in compliance with the guidelines and rules in force from time to time.
Article 6
The Foundation’s Operating Fund consists of:
• Income and proceeds from the Foundation’s assets and activities.
• Any donations or testamentary dispositions not expressly earmarked for the Endowment Fund and/or the Foundation’s assets.
• Any other contributions from the State, territorial authorities or other public bodies.
• Contributions made in any form by third parties.
• Revenue from institutional, ancillary, instrumental and related activities. The Foundation’s income and resources shall be used for its operation and to achieve its purposes.
Article 7
The financial year begins on 1 January and ends on 31 December each year.
From the date of its establishment, the Foundation shall prepare annual financial statements comprising a balance sheet, a statement of operations showing the entity’s income and expenses, and a mission report explaining its financial and operational performance and how it pursues its statutory purposes.
By 30 April each year, the Board of Directors shall approve the annual financial statements for the previous year, prepared in accordance with Article 13 of Legislative Decree No. 117 of 2017, and the Social Report under Article 14 of that Decree. The Board shall also approve the budget for the following year by 31 December each year.
At the end of each financial year, the Board of Directors shall prepare the annual financial statements together with a report on the activities carried out. Both shall be submitted to the Board for approval by 30 April of the following year.
Where particular needs relating to the Foundation’s structure and purposes so require, the annual financial statements and the activity report shall be submitted for approval by 30 June of the following year.
The Board of Directors shall document the secondary and instrumental nature of the activities referred to in Article 6 of Legislative Decree No. 117/2017 in the mission report or in a note appended to the cash-basis statement, as applicable.
A copy of the financial and operating statement, together with the minutes of the Board meeting at which it was approved and the reports of the Supervisory Body, shall be filed as required by law.
The Board of Directors may enter into commitments and assume obligations within the appropriations set out in the approved budget.
Spending commitments and obligations incurred directly by the President or by duly delegated Board members in excess of the approved budget appropriations shall always be ratified by the Board of Directors at its first subsequent duly constituted meeting.
If the Foundation’s revenues, investment income, proceeds or other receipts exceed EUR 1 million, it shall file its Social Report with the Single National Register of the Third Sector and publish it on its website. The Social Report shall be prepared in accordance with the guidelines in force from time to time.
If the Foundation’s revenues, investment income, proceeds or receipts, however designated, exceed EUR 100,000 (one hundred thousand euros) annually, it shall in all cases publish annually and keep up to date on its website any remuneration, including payments of any kind, awarded to members of the governing and supervisory bodies and to executives.
TITLE IV — THE FOUNDER
Article 8
The Founder is Mr Oddo Luca Rodolfo Guido.
The Founder may designate, including by will, a person to succeed him in exercising all the prerogatives and rights under these Articles. The power to designate a successor shall continue in perpetuity.
The Founder has a right of veto over resolutions of the Board of Directors concerning conversions, mergers and demergers.
TITLE V — BODIES OF THE FOUNDATION
Article 9
The Foundation’s bodies are:
• The Board of Directors.
• The President.
• The Supervisory Body.
• The Statutory Auditor, where the statutory requirements are met.
• The Committees, where established.
The office of Director General of the Foundation may also be established.
TITLE VI — THE BOARD OF DIRECTORS
Article 10
The Foundation is governed by a Board of Directors comprising no fewer than three and no more than five members.
The first Board shall be appointed by the Founder in the deed of establishment.
The Founder also has the right both to designate and appoint all members of the Board of Directors together and to assume the office of President of the Foundation for an indefinite term, subject to relinquishment of office, permanent incapacity or any other grounds for cessation provided by law or by these Articles.
The President may invite individuals, including standing invitees, to attend Board meetings in an advisory capacity without voting rights. The President shall select them from among those considered able to contribute to the Foundation’s work and standing.
Board members shall remain in office until the approval of the annual financial statements for the third financial year following their appointment and may be reappointed. A Board member who fails to attend three consecutive meetings without good cause may be declared to have forfeited office by the Board. In that case, and whenever a Board seat otherwise becomes vacant, the member or members shall be replaced in accordance with the appointment procedure. New members shall remain in office until the Board’s term expires.
Persons falling within any of the circumstances specified in Article 2382 of the Italian Civil Code may not be appointed as members of the Governing Body.
The Board of Directors shall approve the Foundation’s objectives and programmes proposed by the President and review the overall results of its management. In particular, it shall:
1) Establish annually the general direction of the Foundation’s activities within the scope of the purposes and activities set out in Articles 2 and 3 of these Articles.
2) Approve the budget and the annual financial statements.
3) Approve the Foundation’s rules where appropriate.
4) Appoint the President of the Foundation after the Founder has ceased to hold that office, and appoint the Vice-President or Vice-Presidents of the Foundation, selecting them from among its own members.
5) Appoint the members of the Supervisory Body.
6) Resolve on any amendments to these Articles.
7) Resolve on conversions, mergers and demergers under Article 42-bis of the Italian Civil Code.
8) Resolve on any proposal to dissolve the Foundation and transfer its assets.
9) Appoint and remove the Director General of the Foundation, selecting a person with specific expertise and professional qualifications, who may be external to the Foundation, and determine the duties, duration and nature of the appointment.
10) Establish committees with specific assignments where appropriate, in accordance with these Articles.
11) Establish technical and advisory committees for individual projects and/or areas of activity, appoint the persons responsible for them and determine their functions and the nature and duration of their engagement.
12) Appoint Curators and Directors of the Foundation or of individual departments where appropriate.
13) Perform all other duties assigned to it under these Articles.
The Board of Directors shall be convened at least twice a year on the President’s initiative or by the Vice-President at the President’s direction. The Board may also be convened at the request of at least one third of its members. In that case, if the President and Vice-President fail to act, the Chair of the Supervisory Body shall convene the meeting.
Notice of a meeting shall be sent by any suitable means that provides proof of receipt by the addressee, at least ten days before the scheduled meeting date. Where necessary or urgent, notice may be given three days before the scheduled date. The notice shall state the agenda, venue and time of the meeting. It may also specify the date and time of the meeting on second call, which may be scheduled on the same day as the meeting on first call, at least one hour later.
The Board of Directors is duly constituted on first call when a majority of its members is present. On second call, the meeting is duly constituted regardless of the number present.
Board resolutions shall be adopted with half plus one of its members in attendance and by an absolute majority of those present. Where the Board of Directors has three members, it may validly adopt resolutions with at least two members in attendance, in which case the decision must be unanimous among those present.
The Director General, if appointed, shall attend meetings in an advisory capacity.
The minutes of Board meetings and the related resolutions shall be drawn up by a Secretary appointed by the President from among Board members or from outside the Board and shall be signed by those who attended the meeting.
Board meetings may be held by means of telecommunications, provided all participants can be identified and can follow the discussion and participate in real time in the consideration of the matters under discussion.
The notice may also provide for Board meetings to be held, including exclusively, by means of telecommunications that allow participants to be identified, to participate and to exercise their voting rights. The President, Secretary and notary, where applicable, need not be in the same place.
In any event, resolutions shall be deemed adopted when all members of the Board of Directors attend the meeting, a majority of the members of the Supervisory Body are present and no one objects to consideration of the items on the agenda.
TITLE VII — THE PRESIDENT
Article 11
The President is the legal representative of the Foundation and may grant special powers of attorney and appoint lawyers and representatives for litigation.
The President shall convene and chair the Board of Directors, provide general oversight, direction and coordination of all the Foundation’s activities and prepare the report on the Foundation’s activities for submission to the Board.
The Board may delegate some of its powers to one or more members of the Board of Directors. The President may exercise such further functions and powers as the Board delegates to the President generally or on a case-by-case basis.
In urgent cases, the President may take measures within the Board’s remit, subject to reporting to the Board at its first subsequent meeting for ratification of the President’s actions within 48 hours. In the event of absence or inability to act, the Vice-President shall assume the President’s powers. If the Vice-President is also absent or unable to act, those powers shall pass to the longest-serving Board member, determined by date of appointment. The President, once the Founder has ceased to hold office, and the Vice-President shall remain in office until the Board’s term expires, unless the Board decides otherwise by an absolute majority.
TITLE VIII — THE SUPERVISORY BODY
Article 12
The Foundation shall comply with the obligations under the Third Sector Code (Legislative Decree No. 117/2017) concerning the Supervisory Body (Article 30) and statutory audit (Article 31).
The Foundation shall appoint a Supervisory Body, which may consist of a single person. Article 2399 of the Italian Civil Code shall apply to its members. The members of the Supervisory Body shall be selected from the categories of persons referred to in Article 2397, second paragraph, of the Italian Civil Code. Where the Supervisory Body is a panel, at least one member shall meet those requirements.
The Board of Auditors shall consist of three members appointed by the Board of Directors, one of whom shall act as Chair.
The Supervisory Body shall monitor compliance with the law, these Articles and the principles of proper administration, including compliance with Legislative Decree No. 231/2001 where applicable. It shall also monitor the adequacy and actual functioning of the organisational, administrative and accounting arrangements. Its findings shall be recorded in the designated Book of Meetings and Resolutions of the Board of Auditors.
It shall also exercise accounting oversight where no statutory auditor has been appointed or where one of its members is a statutory auditor entered in the relevant register.
The Supervisory Body shall also monitor compliance with the Foundation’s civic, solidarity and social utility purposes, with particular regard to Articles 5, 6, 7 and 8, and shall certify that the Social Report has been prepared in accordance with the guidelines referred to in Article 14.
The Social Report shall set out the results of the monitoring carried out by the members of the Supervisory Body.
Members of the Supervisory Body may carry out inspections and checks at any time, including individually. To that end, they may request information from the directors on the progress of the Foundation’s operations and administrative affairs.
Members of the Supervisory Body are entitled to attend meetings of the Governing Body without voting rights.
The members and Chair of the Board of Auditors shall receive the remuneration determined upon appointment, which shall not exceed the amounts determined under Article 29 of Ministerial Decree No. 140 of 2012.
Article 13
The Foundation shall appoint a Statutory Auditor or a statutory audit firm entered in the relevant register where the conditions set out in Article 31 of the Third Sector Code (Legislative Decree No. 117/2017) are met.
The appointment shall be made from among those entered in the register of statutory auditors, initially by the Founder in the deed of establishment and subsequently by the Governing Body.
The Statutory Auditor shall review the Foundation’s administration, monitor compliance with the law and these Articles, and verify that the Foundation’s accounting records are properly maintained.
The Statutory Auditor shall attend meetings of the Governing Body.
The Statutory Auditor shall hold office for three (3) years and may be reappointed.
The Statutory Auditor shall receive the remuneration provided for in the scale of fees for chartered accountants, taking account of the minimum fees.
TITLE IX — THE COMMITTEES
Article 14
The Committees, where established, are advisory bodies of the Foundation. They shall consist of a variable number of members selected and appointed by the Board of Directors from among individuals, legal persons, bodies and institutions, whether Italian or foreign, that are particularly qualified and have recognised standing and proven professional integrity in matters of interest to the Foundation.
In cooperation with the Board of Directors, the Committees shall give opinions and make proposals on the annual programme of initiatives.
Each Committee member shall serve for the term specified upon appointment, subject to removal or resignation.
The Committees shall be chaired and shall meet in accordance with their respective internal rules.
Unless otherwise resolved, Committee members shall receive an all-inclusive attendance fee for each meeting, in an amount determined by the Board of Directors upon appointment.
TITLE X — THE DIRECTOR GENERAL
Article 15
The Director General, an office supporting the Board of Directors, shall be appointed by the Board where appropriate. The Board shall select a person with specific expertise and professional qualifications, who may be external to the Foundation.
The Director General shall be responsible for the Foundation’s operations and shall work with the President and the Board of Directors to ensure the proper administration and management of the Foundation.
At the invitation of the President of the Board of Directors, the Director General shall attend meetings of the Foundation’s collective bodies and of any commissions or committees without voting rights. The Director General shall receive remuneration commensurate with the duties of the office, as determined in advance upon appointment.
The Board of Directors may remove the Director General at any time, with or without cause.
TITLE XI — ROLL OF HONOUR AND CATEGORIES OF PARTICIPATION
Article 16
The Roll of Honour lists the Benefactors, Supporters and Affiliates.
It shall be kept at the Foundation’s offices and shall be open to public inspection.
Article 17
Italian or foreign public or private bodies, individuals and legal persons may be appointed Benefactors if they make gifts of significant value to the Foundation, at a level determined periodically by the Board of Directors, earmarked to increase the Capital Fund or support the Foundation’s institutional activities. They may also be appointed if they have rendered distinguished service to the Foundation through their activities.
Appointment shall be by resolution of the Board of Directors, which shall adopt specific rules governing the operation of the Assembly of Benefactors.
Italian or foreign public or private bodies, individuals and legal persons shall be appointed Supporters if they contribute to the pursuit of the Foundation’s purposes through a gift in an amount determined by the Board of Directors or through activities of particular significance to the Foundation, including professional services.
Affiliates are persons or entities who share the Foundation’s purposes and contribute to their pursuit in accordance with procedures and criteria laid down by the Board of Directors in specific rules.
Admission procedures, rights, any obligations and grounds for forfeiture of status as Benefactors, Supporters or Affiliates shall be governed by specific rules approved by the Board of Directors in accordance with these Articles.
Article 18
The Board of Directors shall decide on the admission of new Benefactors and Supporters and shall determine in each case, according to the nature and extent of the support provided, whether to enter them in the register of Benefactors or the register of Supporters.
The Board of Directors shall resolve to exclude Benefactors and Supporters for serious and repeated failure to comply with the obligations and duties arising under these Articles or the internal rules. Grounds for exclusion include, by way of example:
• Conduct incompatible with the duty to cooperate in good faith with the other constituent parts of the Foundation.
• A judicial declaration of full or partial legal incapacity.
• Conviction by a final judgment imposing a penalty that entails disqualification from public office, including temporary disqualification.
In the case of entities or legal persons, exclusion shall also be resolved in the following cases:
• Cessation of existence on any grounds.
• Commencement of liquidation proceedings.
• Judicial liquidation or commencement of collective insolvency proceedings, including out-of-court proceedings.
Benefactors and Supporters may relinquish their status at any time under Article 24 of the Italian Civil Code, subject to their obligation to discharge commitments already undertaken. They shall notify the Foundation at least 30 (thirty) days in advance by registered letter with acknowledgement of receipt or by certified email (PEC). Exclusion or withdrawal shall in no event result in repayment of amounts paid or give rise to any right to reimbursement or compensation from the Foundation.
Entry in the Register of Affiliates and any exclusion of Affiliates on the same grounds as those applicable to Benefactors and Supporters shall be decided by the President on the President’s own initiative, subject to the applicable specific rules.
TITLE XII — THE FOUNDATION’S RECORDS
Article 19
The Foundation shall keep records of the meetings and resolutions of the Board of Directors and the Board of Auditors.
The Board of Directors and the Board of Auditors shall each maintain the records for which they are responsible.
The persons referred to in Article 15 of Legislative Decree No. 117 of 2017, where applicable, are entitled to inspect the records upon written request to the governing body with at least three days’ notice.
TITLE XIII — DISSOLUTION AND APPLICABLE LAW
Article 20
The Board of Directors shall resolve to dissolve the Foundation by a three-quarters majority (Article 21, paragraph 3, of the Italian Civil Code) if it considers that the statutory purposes have been fulfilled or can no longer be achieved.
If the Foundation is dissolved, the Board of Directors shall appoint one or more liquidators with the necessary powers.
Under Article 9 of Legislative Decree No. 117 of 2017, if the Foundation ceases to exist or is dissolved, its remaining assets shall be transferred, subject to a prior favourable opinion from the regional office of the Single National Register of the Third Sector and unless the law requires a different allocation, to other Third Sector Entities in accordance with the applicable statutory provisions or the decision of the competent body of the Foundation. Failing such provision or decision, the assets shall be transferred to Fondazione Italia Sociale.
Upon dissolution, property made available to the Foundation under a concession for use, a loan for use or any other form of grant shall revert to the control of the parties that made it available.
The use of property made available under a concession, a loan for use or any other arrangement shall be governed by a specific contract between the granting party and the Foundation. The contract shall set out the terms on which the property may be used.
Article 21
Matters for which these Articles make no provision shall be governed by the Italian Civil Code and the legislation in force concerning Third Sector Entities (Legislative Decree No. 117/2017) and private-law foundations.
SIGNED ON THE ORIGINAL
ODDO LUCA RODOLFO GUIDO, President
PAOLO MICHELI, Notary