ARCHÈ ONLUS FOUNDATION. Bylaws - PDF

Description
ARCHÈ ONLUS FOUNDATION Bylaws Article 1 Origins, name, nature and duration 1. The foundation named Fondazione Arché ONLUS, hereinafter The Foundation, is founded with its head office in Milan. 2. The Foundation

Please download to get full document.

View again

of 10
All materials on our website are shared by users. If you have any questions about copyright issues, please report us to resolve them. We are always happy to assist you.
Information
Category:

Shopping

Publish on:

Views: 10 | Pages: 10

Extension: PDF | Download: 0

Share
Transcript
ARCHÈ ONLUS FOUNDATION Bylaws Article 1 Origins, name, nature and duration 1. The foundation named Fondazione Arché ONLUS, hereinafter The Foundation, is founded with its head office in Milan. 2. The Foundation has an unlimited duration and operates with no-profit making purposes. 3. The Foundation assumes in its name the legal status as Onlus (Organizzazione Non Lucrativa di Utilità Sociale no profil social organisation), that is a distinctive feature and to that end the acronym Onlus shall be used for any communication addressed to the public and third parties. 4. The Foundation is governed by articles 14 and following of the Italian Civil Code, the Legislative Decree no. 460 of 4 December 1997, as well as this Bylaws. Article 2 Purposes and aims 1. The Foundation operates in the sector of social works, social and health care and charity for the pursuit, exclusively, of charitable purposes and it aims at: (f) (g) promoting social, family and school integration of those who live in underprivileged conditions and marginalisation due to economic disadvantage, physical diseases and mental illnesses, family disaggregation, immigration, inadequate educational development, insufficient instruments of care and support supplied by the social services; housing and assisting, both directly and indirectly, people in need in social and health care facilities; promoting and organizing activities of social assistance, social welfare and healthcare for people in a social condition of physical or psychological disadvantage or in the conditions listed under ; creating social service activities by arranging and organizing initiatives and projects aimed at the human life development; acting, both directly and through contracting or cooperating bodies and facilities, to protect not independent people, people without a family or whose families have no possibilities or are not adequate to look after these necessities, promoting the application of means of legal protection according to the law and regulation in force; promoting and developing educational, selection and training activities in favour of the Foundation s operators, both employees and volunteers, and of third parties (disadvantaged people) outside the organisation; supporting social integration of disadvantaged people; 1 (h) (i) (j) (k) organizing short holidays and relax stays in the context of the social services and health-care activities carried out by the Foundation in favour of disadvantaged individuals; promoting informational activities aimed at sharing its own initiatives and institutional activities; carrying out fund-raising activities by adequate means and ethically compliant with this Bylaws; developing any initiative, either cultural, informational or communication-oriented, that can contribute to informing and raising public awareness on the Foundation s institutional scopes. 2. In order to achieve its institutional goals, the Foundation is entitled to: (f) (g) enter into or implement any appropriate business, act or contract, including financing operations and approved activities, by way of example and not exhaustively, entering into long term and short term loans and mortgages, lease agreements, concessions or other purchase agreements in respect to real estates, executing any kind of agreement, also those which can be registered in the Public Real Estate Registries with public or private bodies, that are considered appropriate or useful in order to pursue the Foundation s objectives; manage and administrate assets that the Foundation owns, rents, holds or possesses, also arranging and approving projects and works of consolidation or major maintenance; participate, by way of contributing also to their incorporation, in associations, bodies and institutions, public or private, whose activity is aimed, both directly and indirectly, at pursuing similar and functional goals and/or connected to those of the Foundation itself; for ancillary tasks, establish corporations, or contribute to its establishment, holding stakes of a similar company, which company s purpose is pursuing goals that are similar, connected and/or functional to the Foundation s objectives; acquire facilities and ancillary resources generally needed to pursue the Foundation s objectives; enter into agreements aimed at achieving the Foundation s objectives. acquire facilities and ancillary resources generally needed to pursue the Foundation s objectives. 3. The Foundation shall not execute any activity different from the institutional activities listed above with the exception of the activities directly connected in compliance with the limits and conditions set forth in the article 10, paragraph 5 of the Legislative Decree no. 460/ The operation, the personnel regulation, the supply of services and the management of and access to the Foundation s facilities shall be regulated by an Administrative Regulation. Article 3 Offices and delegations 2 1. Offices and delegations can be established either in Italy or abroad in order to carry out, in a manner which is instrumental and accessory to the Foundation s goals, promotional activities as well as to pursue the development and increase of the national and international network in support of the Foundation itself. Article 4 Assets and financial instruments 1. The Foundation s assets are those allocated to the Foundation upon its incorporation. 2. The assets can be increased by means of: purchases, bequests and donations of movable and real estate properties received by the Foundation as an increase to its asset; tied bequests and donations; proceeds not used for achieving the Foundation s goals; 3. The foregoing is without prejudice of the obligation of maintaining and preserving the assets. 4. The Foundation pursuits its objectives by means of: income arising from the assets; contributions of individuals or legal entities both public or private; revenues, bequests and donations not intended to increase the assets; income deriving from service supplies and assistance; financial contributions and any other type of income. Article 5 Balance sheet 1. The financial year starts on the 1 st January and ends on 31 st December every year; the Board of Directors approves the Balance Sheet every year within the 30 th April. 2. The Board of Directors is entitled to resolve upon, within the 31 st October of every year, the approval of an economic and financial planning document, which in any event will lack any authorisation purpose. 3. Profits or surplus income must be used to arrange institutional activities and similar initiatives connected to them. 4. It is forbidden to distribute, even indirectly, any kind of earnings, surplus incomes as well as funds, reserves and assets, during the organisation s lifetime, unless the destination or distribution are dictated by laws or are in favour of other ONLUSes which, by law, its Bylaws or regulation, are part of the same and unique structure and comply with article 10, paragraph 6 of Legislative Decree no. 460 of 4 December Article 6 Founding Members and Members 1. The title of Founding Members, elected by absolute majority by the Board of Directors, can be bestowed on individuals and legal entities, both private and public, or entities that share principles and objectives of the Foundation and that contribute to pursuing them, by 3 providing funds in an amount, or making a contribution of assets whose minimum value, is established by the Board of Directors according to article 11 of this Bylaws. 2. The title of Members, elected by absolute majority by the Board of Directors, can be bestowed on individuals and legal entities, both private and public, or entities that share principles and objectives of the Foundation and that contribute to pursuing them, by providing funds in an amount, on a year or multi-year basis, or by means of a pivotal activity, either professional, or a contribution of assets, both tangibles and intangibles, as determined by the Board of Directors. 3. The title of Founding Members and Members lasts for the whole period in which the contribution has been regularly executed. 4. Founding Members and Members take part in the general meeting in accordance with article 16 and 17 of this Bylaws. Article 7 Exclusion and withdrawal of the Founding Members and of the Members 1. The Board of Directors decides, by a majority of two thirds of its members, the exclusion of Founding Members and of the Members for serious and reiterated non-fulfilment of obligations and duties deriving from this Bylaws, such as, by way of example and not exhaustively: non-fulfilment of the obligation to make the contribution and/or the underwriting decided by the Board of Directors; conduct incompatible with the duty to cooperate with the other components of the Foundation; non-fulfilment or incorrect fulfilment of the obligation to undertake an activity of significant prominence assessed by the Board of Directors. 2. With regard to bodies and/or legal entities, the exclusion occurs also for the following reasons: termination, by any right due; institution of winding up proceedings; bankruptcy and/or institution of competition procedures, including extrajudicial procedures. 3. The Founding Members and the Members can, at any time, withdraw from the Foundation, it being understood that they must fulfil the obligations they have undertaken. The organs of the Foundation are the following: the President and the Vice-President; the Board of Directors; the Board of the Members; the Auditor. Article 8 Organs 4 Article 9 President 1. The President of the Foundation is also the President of the Board of Directors and is appointed by the Board of Directors among its members in the context of the first meeting of the Board, in accordance with the conditions set forth in the Administrative Regulation; the Vice President of the Foundation is appointed in the same Board and on the same terms. 2. The first Board meeting is convened by the outgoing President and, in his absence, by the Auditor. 3. The term of the President and of the Board of Directors lasts 3 (three) years and can be reconfirmed. Article 10 Duties of the President 1. The President of the Board of Directors is the legal representative of the Foundation both towards third parties and before court. 2. The President holds all the powers necessary for the correct administration and management of the Foundation, in particular the President shall: (f) (g) (h) (i) (j) determine the agenda of the Board of Directors meetings; convene and chair the Board of Directors meeting; supervise the implementation of the decisions taken by the Board of Directors; summon and chair the Board of the Members meetings; develop initiatives in order to achieve the institutional aims of the Foundation; supervise the ethical and economic progress of the Foundation; underwrite the administrative acts and the correspondence of the Foundation; open and close bank accounts; carry out banking transactions, also as a result of the decisions taken by the Board of Directors; withstand and take legal actions also in proceedings and in administrative appeals, before any jurisdictional and administrative authority, or go to the arbitration board, conciliatory and arbitrator, upon a favourable decision of the Board of Directors, appointing lawyers, arbitrators and solicitors. 3. In case of absence or temporary impediment of the President, the Vice President acts as his deputy; the Administrative Regulation sets out the terms of absence and temporary impediment of the President. Article 11 The Board of Directors 1. The Board of Directors has all the powers regarding the ordinary and extraordinary administration of the Foundation. 5 2. The Board of Directors is composed by 7 (seven) or 9 (nine) members, including the President, who are appointed as follows: 5 (five) members or 7 (members if the Board is composed by 9) are appointed by the outgoing Board of Directors, or is 4 (four) or 6 (six) members by virtue of a mandate for life to the President of the Foundation; 2 (two) members are appointed by the Board of the Members. 3. The members of the Board of Directors are appointed among persons with significant experience and competency, in the following sectors: social politics; medicine and psychiatry; economy and finance; law; entrepreneurship; journalism; volunteering. 4. The term of the members of the Board of Directors lasts 3 (three) years from the first Board meeting and can be reconfirmed without interruptions. 5. In the ordinary meeting, the Board of Directors shall: (f) (g) (h) (i) (j) (k) appoint, among its members, the President and the Vice President of the Foundation; control the financial management of the Foundation; approve the balance sheet; approve every year the economic and financial planning document and the programme of future activities; approve the Administrative Regulation; periodically determine the development guidelines of the Foundation s activities; take the decisions regarding the acceptance of gifts, donations, legacies and inheritances, as well as the purchase and the transfer of real estate, and their allocation, that is the income on assets, in conformity with this Bylaws; determine the criteria according to which the persons under Article 6 can become Founding Members and Members to be appointed and proceed with the relevant appointment; resolve upon the incorporation of or participation in companies; appoint (the Operational Committee and the Managing Director and) the Directors, which are head of local units or organisational structures of the Foundation (that can be organised in an Operational Committee); recruit the staff and the volunteers of the Foundation; 6 (l) (m) (n) (o) (p) (q) approve the annual report on the activities of the Foundation; approve the minutes of its meetings; define the organisational structure of the Foundation; authorise the President to stand before the court and to appoint legal advisors and attorneys-in-fact; give, in accordance with the law, general or special proxies to the President of the Foundation or to single Members of the Board of Directors with the limits and terms that will be defined in the minutes of the Board of Directors meeting and filed in the form envisaged by the law; carry out any other duty assigned to it by this Bylaws. 6. In the extraordinary meeting, the Board of Directors decides any changes to this Bylaws and the extinction of the Foundation and the allocation of the assets in accordance with this Bylaws. Article 12 Duration and renewal of the Board of Directors 1. The members of the Board of Directors stay in charge until the natural date of expiry of the organ as specified in the previous article; before such date the Board of Directors must be re-established only after forwarding the request, at least six months prior to the expiry, to the Board of the Members, which is in charge of appointing a number of the Directors of the Foundation. 2. The mandate of each member can be renewed without interruption for two consecutive terms. Article 13 Resignation and Termination of the Directors 1. The Board of Directors' members cease to be in charge exclusively in case of resignation, death or dismissal established by the Board of Directors after two consecutive unexcused absences; the Administrative Regulation sets the procedures and terms for dismissal. 2. Upon termination of office of a Director, a substitute shall be appointed by the body responsible for the appointment of that resigning or terminating Director. 3. Appointed substitute Directors shall remain in office until the natural expiry of the Board of Directors. 4. The resignation or termination of the majority of the members of the Board of Directors results in the dismissal of the whole Board of Directors. Article 14 Board of Directors Meeting 1. The Board of Directors meets at least twice a year and in one of such meetings shall resolve upon the approval of the balance sheet; in any case, it meets whenever needed and it shall be convened either by the President or by written and justified request of at least two Directors; the Directors request must be addressed to the Foundation s President, who arranges the convening of the Board of Directors within the terms and procedures established in the Administrative Regulation. 7 2. Ordinary meetings or urgent meetings shall be convened by written invitation signed by the President, including the agenda to be discussed, and it shall be sent to the receivers address at least three days before the ordinary meeting and 24 hours before urgent meetings. 3. Extraordinary meetings shall be convened by written invitation signed by the President, including the agenda of the topics to be discussed, and it shall be sent to the receivers address at least 15 days before the meeting. 4. Invitations can be sent by or by other electronic or IT means that can prove the effective dispatching of the invitation. 5. The Board of Directors meeting is valid when the absolute majority of the members are attending the meeting. 6. In case of urgency, the Board of Directors can decide to discuss topics not included in the agenda provided that all of the members attend and accept unanimously. 7. Every meeting must be recorded in a minute that shall be included in the Foundation appropriate register of the Foundation 8. The Auditor is invited to attend the meetings. 9. The tasks of the Board of Directors secretary shall be carried out by the Foundation s Managing Director or by the person appointed by the Board who draws up and signs the minutes together with the President; in case of his absence or non-availability the secretary shall be replaced by one of the Directors. Article 15 Board of Directors Resolutions 1. Both in ordinary and in extraordinary meetings, the Board of Directors resolutions are validly taken when 50% plus one of the members are in attendance and the majority of the attendees votes positively. 2. Votes are intended to be open and by roll call except for those that concern individuals; votes concerning individuals shall be secret. 3. In case of equal votes, the vote of the President prevails. Article 16 Board of the Members 1. Those people who have been appointed by the Board of Directors as Founding Members or Members due to their financial support or services performed in support of the Foundations objectives sit in the Board of Members. 2. The title of Founding Member or Member is certified by the registration made in the appropriate registry available at the Foundation s administrative office. 3. Founding Members and Members have equal rights and dignity and may be elected in the Board of Directors of the Foundation. 4. Legal representatives of a legal entity that complies with the first paragraph of this article may be admitted to Board of Members; they may be replaced by their own delegates or assignees. 8 Article 17 Procedures and tasks of the Board of the Members 1. The Board of the Members is convended at least once a year, within six months before the solar year end, in order to acknowledge the economic results of the management and to discuss proposals and comments about activities and initiatives that the Foundation intends to pursue the following year. 2. The Board of the Members is convened and chaired by the Foundation s President after the Board of Directors approval of the agenda. 3. The Board may be convened upon request of at least two members of the Board of Directors or of one tenth of the attendees the Board itself. 4. The Board s summoning shall occur by means of a written notice signed by the President and sent to the recipients' address at least 10 (ten) days before the date established, by ordinary mail, or other electronic or IT means that can prove the effective dispatching of the invitation. The notice shall include the agenda, place, time and hour of the meeting. 5. The Board of the Members sha
Related Search
We Need Your Support
Thank you for visiting our website and your interest in our free products and services. We are nonprofit website to share and download documents. To the running of this website, we need your help to support us.

Thanks to everyone for your continued support.

No, Thanks