ASSEMBLY OF FOUNDERS
The Assembly of Founders consists of the Founders, led by the Chairman or, in case of absence or impediment, by the eldest of the Vice-Chairmen or, in case of absence or impediment, by the eldest of the members of the Managing Board, or in case of absence or impediment, by the eldest of the Founders present.
Meetings are convened by the Chairman or by no fewer than three Founding Members at least once a year before the month of June.
The purpose of the Assembly of Founders is to promote and supervise the fulfilment of the objectives of the Foundation. Its duties are as follows:
– nomination and annulment of the offices of the organs of the Foundation;
– nomination and annulment, when necessary, of the office of legal auditor of the accounts;
– deliberation regarding the responsibility of the members of the organs and the promotion of responsible actions towards them;
– approval of the annual report on the activities of the Foundation;
– approval of the Balance consisting of the statement of assets and liabilities, statement of managerial costs and mission report;
– approval of the objectives and programme for the successive three years;
– awarding Founders with special offices, any fees, attendance medals or reimbursement of expenses in accordance with the regulations in force;
– deliberation in case of dissolution and liquidation of the Foundation and the devolution of its patrimony;
– deliberation regarding other subjects assigned by law, deed or statute which fall within its competence.
BOARD OF DIRECTORS
The Foundation is managed by a Board of Directors consisting of between seven and eleven councillors nominated by the assembly. The members of the Board offf Directors remain in office for a period of three years and may all be re-elected.
The members of the Board shall be nominated on the basis of their aptitudes, professionalism and willingness to undertake the responsibilities of their office and take an active part in Board meetings.
The majority of the members of the Board should be nominated, if possible, from among the Founders by law.
At least thirty per cent of the members of the Board of Directors should preferably not be among the Founders and will be chosen for their professionalism and independent status.
The Board of Directors is convened by the Chairman or, in case of absence or impediment, by a Vice- Chairman or by two members at least six times a year.
The Board of Directors is invested with the fullest powers for ordinary and extraordinary administration and may take any action deemed necessary in order to fulfil the objectives of the Foundation, with the exception of what is reserved by statute for other organs of the same. The Board of Governors formulates:
– the annual report of the activities of the Foundation;
– the Balance, consisting of the statement of assets and liabilities, statement offf managerial costs, mission report;
– the objectives and programme for the successive three years;
– any other matters which need to be brought to the attention of the Assembly offf Founders.
CHAIRMAN AND VICE-CHAIRMEN
The Chairman and one or more Vice-Chairmen, acting on behalf of the Chairman in his absence, are nominated by the Board of Directors at its first meeting. They remain in office for three years and may be re-elected.
The Chairman is the legal representative of the Foundation or, in case of absence or impediment, the Vice Chairman or Chairmen, separately.
The Chairman as diligent “pater familias” ensures that institutional tasks are fulfilled and is responsible to the Board of Directors and the Assembly of Founders for the management of the patrimony of the Foundation, for the execution of the programmes decided upon, for the regularity of meetings and execution of initiatives undertaken, as well as compliance with the provisions of the present Statute and the law.
The activity of the Foundation is subject to the control of a specific body which, at the discretion of the Assembly which nominates it, may consist of one or more persons; ; in the second case the body is composed of three members, one of whom acts as Chairman. The controlling body, which remains in office for three years and may be re-elected, monitors the observance of the law and the Statute and adherence to correct administrative principles in accordance with the provisions of the Executive Order of 8 June 2001, n. 231, where applicable, as well as the adequacy of the organisational, administrative and accounting disposition and its efficient functioning.
The controlling body also monitors the observance of civic aims and solidarity purposes in the public interest with particular regard for the dispositions under articles 5, 6, 7 and 8 of Executive Order 117/2017, and attests that the social report has been written in conformity with the guidelines under article 14 of Executive Order 117/2017. The social report acknowledges the results of the monitoring carried out by the controlling body. The Controlling Body publishes annually a report to present to the Assembly of Founders.
The Scientific Committee consists of no fewer than three persons not necessarily selected from among the Founders, nominated, annulled or substituted by the Board of Directors which shall determine individual or joint appointments on the basis of their personal, moral, cultural and professional characteristics and their abilities, aptitudes or special merits, provided that the persons thus nominated declare in writing that they understand and share the aims of the Foundation .
The Board of Directors may designate the co-ordinator of the Scientific Committee. .
The Scientific Committee assists the Board of Directors in identifying and analysing cultural projects of particular relevance to the aims of the Foundation. It can propose to the Board of Directors the awarding of scholarships and/or research grants for students, experts and researchers, based on merit, reasoned assessment and the determination of related modalities.