ARTICLES OF ASSOCIATION Fondazione Palazzo Strozzi

Transcription

1 ARTICLES OF ASSOCIATION Fondazione Palazzo Strozzi Article 1 Incorporation, name, registered office The Foundation denominated Palazzo Strozzi is incorporated with its registered office in Florence. Article 2 Founders Founder members are divided into two groups: - Institutional founder members; - Non-institutional founder members. Institutional founder members are: - the Comune di Firenze; - the Camera di Commercio, Industria, Artigianato e Agricoltura di Firenze. Non-institutional founder members are: - the Associazione Partners di Palazzo Strozzi; - the Banca Cassa di Risparmio di Firenze s.p.a.; - the Banca Federico del Vecchio s.p.a.; - the Banca Monte dei Paschi di Siena s.p.a.; - the Fondazione Premio Galileo Article 3 Purpose The Fondazione which is a non-profit organisation - pursues, in a priority manner, objectives connected with activities of support for the promotion and valorisation of assets of artistic, historic and landscape interest, cultural activities and performances, activities of higher education and scientific research, the organisation of exhibitions, events and initiatives of a cultural type, supporting the cultural demand of the residents of the metropolitan area of Florence, also with a view to fostering social cohesion, facilitating innovative cultural production, the development of sustainable cultural tourism and the definition of the operational strategies necessary for achieving such ends, through the management of the assets assigned to the same or in any case received by the same, of the permanent structures

2 open to the public, of the institutes and museum and cultural services entrusted to the same under whatsoever entitlement. Article 4 Activities The Fondazione may perform all ancillary, connected, instrumental, similar, complementary and additional activities or in any case functional or merely expedient to the achievement of its aims. By way of example, and without such list constituting in any way a limitation, the Fondazione performs the following: a) ordinary management and maintenance of the moveable property and real estate functional to the performance of the services comprised in its activities, entrusted or granted on loan for use by the Founder Members; b) scientific, cultural and administrative management of the institutions and services entrusted to it; c) conception, design and organisation of exhibitions and other cultural events; d organisation of studies, research, scientific initiatives, educational and dissemination activities, market surveys, user enjoyment analyses; e) promotion and marketing of the exhibitions and other cultural initiatives and of the products related to the same, including activities of an editorial nature connected with the events organised; f) organisation and management of initiatives aimed in different ways at the valorisation of the local historic, artistic, scientific and technological heritage, comprising activities of an educational or tourist nature; g) provision of services, scientific collaboration and consultancy; h) management of services of assistance and hospitality for the public; i) activation of any possible instrument that may enable it to access grants and contributions from public or private bodies.

3 The Fondazione may also perform any commercial or financial, equity or real estate transaction, or operation of any other kind functional or expedient to the achievement of the institutional purposes. Furthermore, in compliance with the statutory regulations of the institutional Founder Members, it may take out direct or indirect investments or shares or acquire stock or bond quotas in other companies or enterprises operating in the same sphere of competence as the Fondazione, with purposes analogous or complementary to its own. For the achievement of its statutory aims, the Fondazione may, inter alia: a) invest in entities (associations, foundations etc.), whose activities are aimed, directly or indirectly, at the achievement of the statutory purposes; the Fondazione may, where it considers the same necessary or expedient, invest directly even in the guise of founder, or contribute to the incorporation of the said bodies; b) invest in or set up companies or consortiums which perform in an instrumental and/or accessory manner activities aimed at the pursuit of the statutory purposes; c) draw up all deeds that are necessary and/or expedient, also for the funding of the activities upon which resolution is passed including, by way of example, but not restricted to such, taking out loans or mortgages, short or long-term, the purchase or rental, even on finance lease, of instrumental real estate, the drawing up of agreements of any kind, even to be transcribed in the public registers, both with public entities and with private bodies, and any other type of activity or transaction which may be expedient or functional to the statutory purposes; d) administer and manage the assets of which it is owner, tenant, bailee in commodatum, or holds under whatsoever entitlement;

4 e) stipulate agreements and conventions with third parties for the assignment of part of the activities scheduled in the Articles; f) accept loans from the Founder Members for the funding of its activities, within the limits of the legislation in force and without this representing collection of funds from the public; the funds so collected, unless resolution is passed to other effect by the Board of Directors, are non interestbearing, and are entered as debts among the liabilities in the Balance Sheet; g) perform any other activity that is appropriate or in any case useful or necessary for the achievement of the statutory purposes. Article 5 Assets and management The assets of the Fondazione are made up of: a) the initial endowment fund and subsequent contributions made under the same entitlement; b) any management surplus allocated to equity; c) the reserve funds however established; d) any grants, disbursements, donations and other contributions, gifts, bequests and legacies from third parties that share its aims, expressly allocated to the equity and as such entered in a specific provision; e) any contributions made by the State, by territorial bodies, by other public or private bodies, with express allocation to supplement the assets. The assets of the Fondazione cannot be divided among the institutional Founder Members, the Founder Members and the Members, Supporting and not; in the event of cessation of the relationship for whatsoever reason, they may not hence request the division of the same, nor claim their proportionate quota. In the event of dissolution of the Fondazione, the procedure laid down in article 18 shall be applied. The revenue of the Fondazione that makes up the management fund is made up of:

5 a) income and proceeds deriving from the assets as identified in this article; b) the ordinary contributions established by the Founder Members depending on the commitments undertaken at the time of incorporation of the Fondazione, of the renewal of the Board of Directors or of admission to the Fondazione, and for the Members in the measures established annually by the Board of Directors; c) the extraordinary contributions paid by the Founder Members and the Members; d) the income and proceeds deriving from the institutional, accessory, instrumental and related activities of the Fondazione; e) any other revenue reaching the Fondazione for any reason whatsoever. The revenue and the resources will be utilised for operation, for the development of the activities and the achievement of the aims of the Fondazione. Article 6 Budget and financial statement The financial year starts on 1st January and ends on 31 December of every year. Before the end of November the Board of Directors approves the forecast budget for the following year, and by 30 April the financial statement for the previous year. In the drafting of the financial statement the principles of prudence, good management and respect for the integrity of the equity of the Fondazione are applied, adopting for the statements the illustrative formats laid down by mandatory legislation or recommended by accounting theory for non-profit organisations. In any case the Bodies of the Fondazione, each in its respective sphere of competence, may undertake obligations only within the framework of the approved budget.

6 The annual financial statement for the financial year is certified by an auditing company appointed by the Board of Directors pursuant to article 12 below. Article 7 Supporting Members, Participating Members, and Institutional Participating Members The Fondazione Palazzo Strozzi recognises three different categories of member: - participating members; - supporting members; - institutional participating members. Eligible to qualify as Participating Member and Supporting Member of the Fondazione, subject to approval pursuant to article 8, are those entities which, sharing its aims, contribute to the development of its objectives through annual or multiyear contributions in cash, activities or tangible or intangible assets, in a measure not inferior to that established annually by the Board of Directors. The title of Institutional Participating Member goes to those public institutions which formally apply for the title and which, in the Board of Directors' view, play a role (either in Tuscany or at the national level) likely to allow the Fondazione to develop useful synergies with them. No financial contribution is required of Institutional Participating Members to allow them to maintain that role. The Provincia di Firenze, formerly a founder member of this Fondazione, is not only included de jure in the list of Institutional Participating Members but is the first name at the top of that list. The names of the Members, Supporting and not, are listed in special registers held by the Fondazione, which also indicate the admission date, the payments of the annual contributions, and the date of cessation or revocation of the Membership. Article 8 Admission, waiver and lapse of Members

7 The admission of members, for each of the three categories described in the previous article, is deliberated by the Board of Directors, whose decision is final. The member status for all of the three aforementioned categories ceases either through withdrawal or through expiry. The lapse is declared by the Board of Directors for justified reasons and, in any case, in the event of failure to pay the contribution as laid down in articles 5 and 9. The waiver must be communicated to the Chairman of the Board of Directors by registered letter and takes effect from the date of receipt. In the case of waiver or of lapse, the annual or multiyear contributions due pursuant to articles 5 and 9 must nevertheless be paid. Article 9 Annual contributions of the Members The Board of Directors establishes every year, at the time of drafting the budget, the amounts of the ordinary contributions due for the following year from the Supporting Members and the Members. Excepting those paid at the time of incorporation of the Fondazione or of initial admission, the annual contributions must be paid no later than February of the calendar year of reference. Article 10 Bodies The Bodies of the Fondazione are: - the Board of Directors; - the Chairman of the Board of Directors; - the Board of Auditors; - the Advisory Board. Officers of the Fondazione, where appointed, are the Director General and the Administrative Secretary. With exception of membership of the Board of Auditors, the holders of corporate office are not entitled to remuneration; the Board of Directors is nevertheless entitled to establish a fixed fee to be paid for attendance at meetings.

8 The members of the corporate bodies are similarly entitled to the refund of any expenses borne by the same for the performance of the duties assigned to them, in the measure that shall be established each year by the Board of Directors. This is moreover without prejudice to the entitlement of the Board of Directors to establish remunerations for specific functions, as laid down in article 12. Article 11 Composition and Appointment of the Board of Directors The Board of Directors is made up of seven members, including the Chairman, to be designated as follows: - the institutional Founder Members designate two directors, more specifically one for each Founder Member; - the non-institutional Founder Members designate four directors in proportion to the significance of the contributions made directly or indirectly to the Fondazione by the same, in line with the procedures established by the relevant regulation. The designations must be made at the meeting The Directors thus appointed shall proceed to the appointment of the Chairman of the Board of Directors via unanimously passed resolution. Should it be necessary to hold more than one meeting to arrive at such appointment, the Chair shall be temporarily held by the Director most senior in years. The members of the Board of Directors hold office for 3 (three) years and can be re-elected; the mandate of the Board of Directors terminates at the meeting called for the approval of the financial statement for the last year to which the appointment refers, and the renewal of the management body must take place at the same meeting. Any member of the Board of Directors who, without justified reason, fails to attend three consecutive Board meetings may be declared lapsed from the said Board via resolution passed by the absolute majority of its members.

9 In this case, as in all other cases of vacancy of the office of Director, the entity or body which has designated the same must proceed within 30 days to the designation of another Director, in accordance with the procedures laid down in the regulations. The Directors thus appointed remain in office for the same period as that of the Directors they replace. When, for whatsoever reason, the majority of the members of the Board of Directors should lapse from office, the entire Board shall be deemed lapsed; the Directors remaining in office, or the entire Board in the event of total lapse, shall perform the ordinary management and expedite the procedures for the renewal of the Board of Directors pursuant to the provisions of these Articles of Association. Reasons for exclusion from the Board of Directors include noncompliance with the Articles and the regulations issued, and having committed acts that damage the assets or the image of the Fondazione. Resolution is passed on exclusion by absolute majority of the members of the Board of Directors. In the event of violations of lesser gravity, or at the request of the interested party, the directors may be suspended from office for a period of not more than 90 days; any suspended directors are not counted in the calculation of the quorums for validity of the meeting or of the resolutions as laid down in these Articles of Association. Article 12 Powers of the Board of Directors The Board of Directors, which has powers for guiding and planning all the activities of the Fondazione, determines the objectives and the programmes in conformity with the corporate purposes, appraises the results of the administrative management and exercises all the powers for the ordinary and extraordinary management of the Fondazione. More specifically, it proceeds to

10 a) the appointment of the Chairman and of the Vice-Chairman where necessary. The first meeting of the Board is convened and chaired by the Director most senior in years. b) the appointment, pursuant to article 16 below, of the members of the Board of Auditors, and the designation of the Chairman of the same; c) the approval of the budget, the financial statement and the annual report on the activity performed; d) the approval, within 90 days of establishment of the Board, of a three-year financial plan containing the strategic guidelines and the action priorities of the Fondazione; e) the approval, within the same deadline as for the budget, of an annual programming document scheduling the activities to be performed in the forthcoming financial year; f) the acceptance of new Members, Supporting and not; g) the determination of the annual contributions due from the Members, Supporting and not; h) the appointment of the members of the Advisory Board; i) the appointment of the representatives of the Fondazione in other bodies, organs and institutions; j) any agreements with the competent public bodies and private entities that may be required for the achievement of the corporate purposes; k) the establishment of the office and the appointment of the Director General of the Fondazione, determining the duties, powers, term of office, professional position and remuneration thereof; l) the appointment and revocation of the directors and managers of the institutions and services answering to the Fondazione, determining the respective attributions, duties and remuneration thereof; m) the recruitment of employees, and all decisions regarding the legal and economic status thereof;

11 n) the purchase and sale of assets, the acceptance of donations, and all other financial operations competence of the Fondazione; o) the bringing of legal actions and the defence in legal proceedings taken up against it; p) the granting of professional assignments; q) the appointment of proxy-holders; r) the approval of its own internal regulations, if necessary; s) the definition and approval of the regulations as per article 11 above; t) the composition, appointment and definition of the mechanism of operation, term of office and revocation of technical and scientific committees designed for the development of individual projects or initiatives, and the determination of the remuneration and expense refunds due to the members of the same; u) the assignment of mandates to individual members of the Board of Directors; v) amendments to the Articles of Association; w) the appointment of a secretary; x) the appointment of the auditing company and the determination of the respective remuneration. The Board of Directors passes resolution through the vote in favour of the majority of the members in attendance, except for the matters laid down under letters a), b), c), d), e), f), u) and v) of this article, for which, on pain of nullity, the vote in favour of a number of members representing half plus one of the directors in office is required. Article 13 Meetings of the Board of Directors The meetings of the Board of Directors are convened by the Chairman, or where the same is absent or impeded, by the Director most senior in years. The Chairman shall also proceed to convene the meeting when this is requested by at least three directors, and in any case at least every 180 days.

12 The convocation notice may be forwarded by letter, fax or e- mail, sent to the directors at least five days prior to the meeting, except in the case of urgency, when the convocation may be made by telegram, fax or sent at least one day in advance. The convocation notice must indicate the place, date and time of the meeting and the agenda, and must include the supplementary documentation for a better understanding of the matters to be discussed. The resolutions of the meeting are validly passed even through the use of systems of audio-visual link, with the same majorities indicated in the last paragraph of article 12 above. In the event of a split vote, the Chairman - or in his absence the person taking the chair shall have the casting vote. The minutes of the meeting of the Board of Directors, drafted by the secretary in the appropriate minutes book, are signed by the latter and by the Chairman. For the validity of meetings of the Board held using audiovisual links, it is necessary that all those in attendance can be identified and that they are able to follow the discussion of the items on the agenda and participate in the same in real time, that they can view, receive and transmit all the related documentation, and pass resolution simultaneously. Where such conditions are met, the meeting of the Board is deemed held in the place in which the Chairman and secretary of the same are present. Article 14 Chairman of the Board of Directors The Chairman of the Board of Directors is the Chairman of the Fondazione, has the legal representation of the same, proceeds to convene the meetings of the Board of Directors, and takes the chair at the same. Without prejudice to what is specified regarding the legal representation, in the event of absence or impediment he is replaced in the chairmanship of the Board of Directors by the

13 Vice-Chairman, or in the event of the absence or impediment of the latter also, by the most senior member of the Board. To this end the seniority is determined by recognising as the most senior member the director who has served uninterruptedly for longest on the Board, and in the case of simultaneous appointment and equal length of service, by the member most senior in years. Article 15 Meeting of the Founder Members and Members The Meeting is made up of the Founder Members (institutional and not) and the Members (institutional, supporting and not) and meets at least once a year or any time the Chairman of the Fondazione should decide to convene it. The Members (Supporting and not) may attend with right to vote only if they are up to date with the payment of the contributions to the management fund for the current year. Institutional participating members do not hold voting rights. At the Meeting, and in the manner laid down in the regulations detailed in article 11, the designations of the members of the Board of Directors are expressed by the non-institutional Founder Members and by the Participating Members. The Assembly, with the deliberative quorums provided for in the civil code in connection with statute changes, formulates a compulsory but not a binding opinion on the amendments to the Articles of Association, on the approval of the financial statement, on the resolution to dissolve the Fondazione and on all the other matters that the Board of Directors deems opportune to submit to its attention. The Meeting is convened and chaired, without the right to vote, by the Chairman of the Fondazione, or in the case of impediment of the latter by the Vice-Chairman or by the director most senior in years, and passes resolution by majority vote. The procedures for determining validity, quorums, voting and keeping of the Meeting resolutions books are governed by

14 special regulations approved by the Board of Directors of the Fondazione. Article 16 Board of Auditors The Board of Auditors is made up of three permanent members and three alternate members appointed by the Board of Directors, in compliance with the incompatibility restrictions laid down by the Italian Civil Code for corporate enterprises as follows: - one permanent auditor and one alternate are appointed by the two directors designated by the institutional Founder Members; - one permanent auditor and one alternate are appointed by the four directors designated by the non-institutional Founder Members and the participating Members; - the Chairman of the Board of Auditors and one alternate auditor are appointed unanimously by the voters. The Board holds office for three years and may be re-elected; the members of the Board, who must be listed in the Italian Auditors Register, perform the auditing of the economic and financial management of the Fondazione, answering in this regard to the Board of Directors, and annually draft a report on the budget and on the financial statement for the use of the Board of Directors. In addition to the refund of any expenses they incur through their office, the members of the Board are also entitled to a remuneration established by the Board of Directors, bearing in mind the non-profit nature of the Fondazione. The minutes of the meetings of the Board of Auditors are transcribed in a special book kept by the Board itself. Article 17 Advisory Board The Advisory Board is an advisory body, designed to formulate directives, provide opinions and submit suggestions apropos the objectives, programmes and activities of the Fondazione. It is appointed by the Board of Directors, and is made up of not more than seven members, chosen from among persons of

15 acknowledged prestige, proven experience and specific competence in the ambits of activity of the Fondazione. Through the vote in favour of the majority of the members, the Advisory Board appoints a Chairman and an executive coordinator from among its members. The Advisory Board meets following convocation by the Chairman, or at the request of at least three of its members, at least twice a year, and every time it may be deemed necessary by the Chairman of the Fondazione, or by the Director General, who attend all the meetings of the Advisory Board ex officio, without the right to vote. The Advisory Board passes resolution by majority of the members attending the meetings; in the event of split vote, the Chairman has the casting vote. The members of the Advisory Board remain in office up to the lapse of the Board of Directors that has appointed it, and may be reconfirmed. The members of the Advisory Board are entitled to a token attendance fee established by the Board of Directors, in addition to the refund of the costs entailed by the office. Final and transitional provisions. Article 18 Dissolution and winding up In the event of dissolution of the Fondazione, the Board of Directors appoints one or more liquidators, determining the powers thereof, and establishes the destination of any residual assets after consultation, where relevant, with the Supervisory Authority as laid down in article 3 of Law no. 662 dated 23/12/96. In any case the assets acquired by the Fondazione and belonging to the categories laid down in Legislative Decree 42/04, and hence of an artistic, cultural, documentary value, etc., shall be devolved upon the institutional Founder Members, which must undertake to guarantee the public enjoyment of the said assets.

16 The assets granted on use by the Founders return to the disposal of the original grantors. Article 19 Reference legislation For all that is not specified in these Articles and in the Memorandum of Association, article 14 and following of the Italian Civil Code and the other legislation in force shall apply. Article 20 Initial appointment of the statutory bodies As an exception to these statutory provisions, the initial appointment of the statutory bodies will be made at the time of incorporation. Signed LORENZO BINI SMAGHI Signed MASSIMO CAVALLINA SEMPLICI notary