FONDAZIONE ACHILLE SCLAVO ONLUS
STATUTE/BY-LAWS
DENOMINATION, REGISTERED OFFICE, OBJECTIVES AND AREAS OF OPERATION
Title I
Art. 1
Denomination
1. A foundation by the name of “Achille Sclavo” is established, in accordance with article 14 of the Civil Code, and is hereinafter referred to simply as “foundation”.
2. According to article 10 of the Legislative Decree of the 4th December 1997 n° 460, by its denomination the foundation takes on the qualification of Non-Profit Public Benefit Organization, or of the relative acronym of ONLUS (Organizzazione Non Lucrativa di Utilità Sociale). This acronym is its distinguishing characteristic and as such is incorporated into all communications and external documentation of the foundation.
3. The foundation is non-profit, apolitical, and is not affiliated with any political party, with unlimited duration in time.
4. The foundation’s operations are disciplined by the Civil Code, by the Legislative Decree 460/1997, by this statute and by its administrative regulation.
Art. 2
Registered office
1. The foundation’s registered office is in Siena, and pursues its institutional objectives on the entirety of the national territory as well as abroad.
2. A relocation of the registered office to a new address within the Siena Municipality entails no modification to the present statute.
3. Secondary offices, subsidiaries and other offices of use in achieving institutional goals may be opened, in Italy or abroad, with the approval of the Board of Directors. These may be used for promotional initiatives, as for the development of the relationship network on which the foundation relies for its activities.
Art. 3
Goals and objectives
1. The foundation is non-profit, and exclusively pursues social solidarity initiatives in the sector of scientific research with particular social interest, as defined by the Decree no.135 of the Italian President on the 20th of March 2003 (published in the Official Journal on the 14th of March 2003, no. 136). The foundation strives to improve human health conditions on a global scale, sustaining and promoting the development and production of new vaccines, in particular those against neglected diseases, accelerating their introduction for the benefit of poor countries and populations.
2. Moreover, the foundation intends to support and increase the training and research of those who wish to undertake, or already pursue, careers in scientific research. This with particular regard to the development of vaccines against neglected diseases that are widespread among poor populations and in poor countries. New initiatives for the study and increase of these disciplines will be supported and promoted, also by means of creating new research centers, fostering scientific, social, economic and cultural progress.
3. The foundation carries out its research, study and promotional activities in the aforementioned sectors thanks to:
a) the direct or indirect development of research and experimental programs aimed at the production of new drugs and vaccines for human use, mainly against neglected diseases widespread among poor populations and in poor countries;
b) granting subsidies, prizes and scholarships;
c) fundraising for the abovementioned objectives;
d) the creation and promotion of partnerships with institutions or centers for scientific research;
e) the promotion of development and distribution processes for vaccines, and of all that is needed for the prevention of neglected diseases widespread among populations and in poor countries;
f) the implementation of educational and training programs, aimed at the pursuit of institutional activities, primarily for poor countries.
4. Wherever possible and economically sustainable, the foundation commits to directly managing every aspect of the research activities in the areas of intervention, including the first-person organization and/or administration of labs and research centers, as well as managing the funds allocated to research projects.
5. The foundation also aims to raise awareness of public opinion on social and health issues arising from the failure to systematically contrast diseases common in poor countries, with academic and educational initiatives.
6. The academic and educational initiatives will be mainly devoted to the prevention, diagnosis and treatment of all neglected diseases that are widespread in populations and in poor countries, the study and in-depth analysis of the diseases mentioned above, the production of new drugs and vaccines for human use, as well as the improvement of the services, social interventions and health care in these countries.
7. For the execution of its institutional activities, the foundation may also collaborate with universities, research institutions and other foundations that operate in the field of scientific research, following appropriate agreements.
8. The foundation can collaborate with institutions and public and private agencies, also with agreements, and can also take part in other regional, national and international entities pursuing similar purposes.
9. The foundation may establish agencies, organizations and institutions of any kind and type, provided that they are directed at encouraging the pursuit of goals outlined within this statute.
10. It is forbidden for the foundation to carry out activities other than those listed above, except those directly related to institutional endeavors, considered as integrative of the latter, within the limits and conditions explicitly set out by the Legislative Decree no. 460/1997.
Art. 4
Supporting activities
1. To achieve its goals, the Foundation may also:
a) promote charitable initiatives to fund projects in poor countries;
b) cooperate with other non-profit organizations, companies and public and private institutions to promote projects within the institutional goals;
c) launch awareness and fund-raising campaigns through mass media;
d) research and make available for institutional initiatives professional skills that can be useful to the completion of the projects;
e) create, manage, lease, and take ownership in any capacity, or buy property and movable property, factories, equipment and materials useful and necessary for the performance of its activities;
f) carry out banking and financial transactions, and apply for grants, contributions and loans;
g) enter into contracts and agreements with private and public entities to pursue its activities;
h) foster development of institutions, associations and organizations that may help the foundation in achieving its goals;
i) stipulate agreements and contracts to finance initiatives;
j) administer and manage the assets of which it is the owner, lessor or bailee or which it otherwise possesses;
k) participate in or contribute to the establishment of foundations, associations, consortia or other forms of association, public or private, always in the pursuit of the goals of the foundation;
l) conduct any other activity that is instrumental, accessory or related to institutional purposes.
2. The activities outlined above have only explanatory value and can be integrated with all the operations necessary to facilitate the pursuit of statutory purposes.
Title II
Founders and New Founders
Art. 5
Founders and New Founders
1. All those who intervened in the act of constituting the foundation are considered “Founders”.
2. Following the establishment of the foundation, every legal person, public or private, and every individual who, sharing the institutional aims of the foundation, contributes to supplementing the assets in the manner and to the extent decided by the Board of Directors, and in the manner indicated in its administrative regulation or by a specifically adopted resolution, will become a “New Founder”.
3. The qualification of “New Founder” is assigned on a permanent basis.
4. The “Founders” and “New Founders” are entitled to have a seat with a deliberative function within the foundation’s Board of Directors.
5. Individuals are on the Board of Directors in person or through a representative, while legal entities are in the Board of Directors through their respective legal representatives or through individuals delegated by them.
6. In order to ensure the operation of the foundation over time, individuals have the right to appoint their own successor.
Title III
Wealth, Endowment Fund and Operations Fund
Art. 6
Endowment fund
1. The endowment fund, necessary to ensure compliance with the Civil Code, consists of the goods indicated in the memorandum of association.
2. The endowment fund is indicated in the memorandum of association of the foundation; it cannot be reduced or invested in high-risk activities which may affect the future amount of the fund itself.
Art. 7
Wealth
1. The wealth of the foundation is constituted by all the movable property and the equipment supplied upon establishment and described in the memorandum of association.
2. It may be increased, following a resolution of the Board of Directors, due to:
a) contributions by organizations and individuals, expressly intended as an increase in equity;
b) all the movable property, real estate and equipment acquired in any capacity;
c) surplus from previous financial years not transferred to subsequent financial years;
d) purchases, bequests and donations of movable and real estate properties received by the foundation as an increase in wealth;
e) legacies and donations received and earmarked for specific purposes;
f) contingent assets not used for the achievement of institutional goals.
3. The foundation is, however, subject to the obligation of ensuring the conservation and the maintenance of the endowment fund and wealth.
4. If the foundation closes the year in surplus, the Board of Directors may decide to set aside some or all earnings in one or more reserve funds, with the purpose of postponing the use of the sums which have not been used during the previous fiscal year.
5. Management of the reserve funds referred to in the previous paragraph is carried out in accordance with the provisions of the administrative regulation.
Art. 8
Operations Fund
1. Direct resources to the attainment of the foundation’s objectives and the managerial requirements, provided they are not intended to increase assets are:
a) revenues and proceeds from wealth management;
b) management of the surplus from previous years not transferred to the wealth;
c) donations, including contributions from founders, institutions, public administrations or privates;
d) all other income received in relation to the activities referred to in Articles 3 and 4 of this statute.
e) income, bequests and donations not intended to increase the wealth;
f) other marginal commercial and productive activities, such as events, exhibitions and craft markets;
g) loans and any other type of income.
2. Any profits or surpluses, arising from additional commercial activities or other forms of self-financing, will be used exclusively for institutional activities and other directly connected activities.
3. Profits or surpluses, funds, reserves or capitals will not be distributed, even indirectly, during the life of the foundation, unless their destination or distribution are required by law, or are made in favor of other ONLUSes that by law, statute or regulation are part of the same structure.
4. Cash donations and other contributions are accepted by the Board of Directors, which decides on their use, in keeping with the statutory purposes of the foundation.
5. Inheritances and legacies are accepted, with reservations, by the Board of Directors, which decides on their use, in keeping with the statutory purposes of the foundation.
Administration of the foundation
Art. 9
Structure of the foundation
1. The administrative bodies of the foundation are:
a) the Chairman;
b) the Board of Directors;
c) the Managing Director, if appointed;
d) the Accounting Auditor.
2. The Board of Directors may appoint a Scientific Committee and entrust tasks as described by the Administrative Regulation.
Art. 10
The Chairman
1. The Chairman is elected by the Board of Directors at its inaugural meeting, by secret ballot and by a majority vote of those present, including the Founders who are a part of the Board of Directors.
2. The Vice-Chairman is elected at the same inaugural meeting and by the same procedure.
3. The inaugural meeting is chaired by the eldest director.
4. The Chairman remains in office for three years.
Art. 11
The Chairman’s tasks
1. The Chairman of the Board of Directors is the legal representative of the Foundation before third parties and in court.
2. The Chairman:
a) signs the administrative acts and the foundation’s correspondence;
b) convenes and chairs the Board of Directors, determining its agenda;
c) performs functions of purpose and coordination of the activities and initiatives of the foundation in accordance with the statute;
d) authorizes the hiring of new staff and the signing of proposed collaboration and consulting agreements, within the limits set up by the Annual Plan and the Budget approved by the Board of Directors;
e) opens and closes bank and postal accounts with the authority to deposit, transfer banking titles, and issue checks up to the amount available on the above accounts, in line with the decisions made by the Board of Directors;
f) monitors the general and economic situation of the foundation, overseeing the work of the Managing Director, if appointed;
g) promotes the achievement of institutional goals.
3. Following a favorable resolution of the Board of Directors, the Chairman has the duty to stand up in court, appoint lawyers or attorneys to represent the foundation, present mandates to appear in court or make statements on behalf of the foundation.
4. In case of urgency and necessity, the Chairman shall make decisions pertaining to the Board of Directors, submitting them to the ratification of the same at its next meeting no later than fifteen days after making the decision.
5. In the event of absence or temporary incapacitation of the Chairman, the Deputy Chairman shall act as deputy; the Administrative Regulation defines the conditions of absence or temporary incapacitation of the President.
Art. 12
Board of Directors
1. The foundation is managed by a Board of Directors, composed of the Founders and the New Founders.
2. The Board of Directors holds office for three years, as does the Chairman.
3. The first Board of Directors consists of three (3) directors including the Chairman: they are the original Founders, who may participate in person or appoint their successors or representatives, even for a time-limited period, and so in perpetuity for the duration of the foundation.
4. At a later time, New Founders may be added to the Board of Directors, as defined in Article 5, and they may participate in person or through their representatives in accordance with Article 5, paragraph 5.
5. The Accounting Auditor attends the meetings of the Board of Directors to express opinions, as requested, on the topics on the agenda.
6. The Managing Director, if appointed, always takes part in the meetings of the Board, without voting rights.
7. Any other person may attend the discussion of some resolutions after specific invitation only, strictly for the time necessary, and with no voting rights.
Art. 13
Terms of office and dismissal of the Directors
1. Office terms for the members of the Board of Directors conclude only with voluntary resignation, death, end of term or inability to hold office due to health reasons, arisen incompatibility or conflict of interest. Within one year of taking office the Founders may indicate their successor, reserving the right to change the given name as often as necessary.
2. In the event of termination of office of one of the members of the Board of Directors without having appointed a successor, a replacement will be decided in accordance with the provisions of the Administrative Regulation.
Art. 14
Board of Directors’ tasks
1. The Board of Directors has all the powers of ordinary and extraordinary administration of the foundation.
2. It is the particular responsibility of the Board of Directors:
a) to elect the Chairman of the foundation;
b) to elect the Deputy Chairman of the foundation;
c) to appoint the Subsequent Founders referred to in Article 5 of this statute;
d) to appoint the Managing Director of the foundation;
e) to appoint the Accounting Auditor;
f) to appoint the members of the Scientific Committee;
g) to approve the Annual Operating Plan with the activities of the foundation and the Budget in advance;
h) to approve the annual report on the activities of the foundation;
i) to prepare and approve the annual economic report or the financial statements;
j) to approve the acceptance of bequests and inheritances with reservations;
k) to approve the acceptance of donations;
l) to resolve on the increase of assets or the establishment and operation of reserve funds;
m) to establish the organizational structure of the foundation in its main components;
n) to approve any changes to the statute, which shall be submitted to the competent authority for approval;
o) to adopt and amend the Administrative Regulation and internal regulations;
p) to authorize the President to stand trial and appoint prosecutors and lawyers;
q) to establish committees with proactive and advisory roles;
r) to approve the minutes of its meetings;
s) to decide on proposals of resolution of the foundation;
t) to issue the Chairman, Deputy Chairman and Managing Director with general and special powers of attorney in the form and manner prescribed by law, in order to carry out certain acts or categories of acts, establishing the obligation to report to the Board of Directors which retains the burden and the power of supervision and control;
u) to attribute, in the form of the law and regulations, the necessary signatory powers for all matters relating to the management of bank accounts and post office accounts;
v) to approve the Strategic Plans of the foundation;
w) to approve the guidelines and the risk levels of investments of the assets of the foundation;
Art. 15
Operation of the Board of Directors
1. The Board of Directors shall be convened by the Chairman for the approval of the annual economic or full annual report as well as whenever the Chairman deems it appropriate, or when a majority of the members or the Auditor presents a written request containing an indication of the matters to be discussed.
2. The notice, containing the agenda, date, time, and place for the meeting, is delivered to the interested parties at least seven days before the meeting with any instrument, including electronic ones, which attest the receipt by the individual Directors and the Auditor.
3. In case of urgency, the meeting is convened by a notice to be sent to the interested parties at least twenty-four hours before the meeting by telegram, fax or other instrument, including electronic ones, which attest the receipt.
4. In case of urgency, with the presence of all its members and by unanimous agreement, the Board of Directors may allow the discussion of topics not on the agenda.
5. The meetings are chaired by the Chairman and are validly constituted with the presence of a majority of its members in office. It is possible to hold the meetings of the Board of Directors with participants located in different places, near or far, connected by audio/video, following the conditions below, which must be acknowledged in the minutes:
– the Chairman and the Secretary, who will undertake the drafting and signature of the minutes of the meeting, be present in the same location;
– the Chairman be allowed to verify the identity and legitimacy of the participants, direct the proceedings, establish and announce the results of voting;
– the person taking the minutes be able to adequately perceive the events being recorded;
– the participants be allowed to discuss and vote simultaneously on the items of the agenda, as well as view, receive or transmit documents.
6. Decisions are taken by the affirmative vote of a majority of the present members, with absentees and abstainers excluded from the calculation; each member always has the right to one vote.
7. In the proposed resolutions which lead to a draw among the directors, the Chairman’s vote shall prevail.
8. The Board of Directors’ meetings shall be recorded by one of the participants, that is by an employee or agent of the foundation who carries out the duties of secretary.
9. The minutes of the meeting are signed by all those who participated; when one of the participants is momentarily absent, refuses to sign or cannot sign, it shall be recorded in the minutes.
Art. 16
Managing Director
1. The Managing Director, if appointed, is the operative body of the foundation, and is appointed by the foundation’s Board of Directors.
2. The Managing Director, if appointed:
a) is the first hierarchical level of the organization and takes part in the Board of Directors;
b) performs the tasks assigned by the Board of Directors and the tasks described in the employment contract or in the administrative regulation;
c) signs acts and contracts in the name and on behalf of the foundation, manages banking operations and payment methods in accordance with the signatory powers determined by the Board of Directors: receives and allocates the sums of competence to the foundation, in accordance with the instructions given by the Board of Directors;
d) proposes new hires, collaborations and consultations to the Chairman, in accordance with the Operational Plan and proceeds to the signing of relevant documents in accordance with the instructions given by the Board of Directors;
e) proposes investments of the Capital and Reserve Funds to the Chairman and to the Board of Directors;
f) implements the resolutions made by the Board of Directors, fundraising activities, investments and communication;
g) takes care of the payments resulting from commitments undertaken by the Board of Directors;
h) supervises and is responsible for the ordinary administration of the foundation, and prepares the figures for the annual report which are approved by the Board of Directors within four months of the year end.
3. The Managing Director also has the obligation of bookkeeping under supervision of the Chairman, reporting directly to the Chairman regarding all functions assigned by this statute.
Art. 17
Accounting Auditor
1. The Accounting Auditor is chosen by the Board of Directors among the professionals registered in the Chamber of Financial Auditors, or otherwise denominated.
2. The Auditor is appointed for three years and can be renewed.
3. The Auditor’s tasks include:
a) supervision over the foundation’s accounting activities;
b) formulation of proposals relating to the foundation’s activities;
c) right to request a reunion of the Board of Directors.
4. The Auditor is invited to the meetings of the Board of Directors.
5. In order to carry out this assignment, the Auditor has free access to all of the foundation’s facilities and documentation.
6. The Auditor’s duties are detailed in the administrative regulation.
Art. 18
Scientific Committee
1. The foundation has the option to appoint a Scientific Committee for support, cognitive development and design analysis of the materials and initiatives which are part of the foundation’s institutional purposes.
2. The Scientific Committee is an advisory body for the foundation, consisting of a variable number of members, selected and appointed by the Board of Directors in the methods and manners stipulated by the administrative regulation. It includes individuals who are experienced in the subjects of the foundation’s institutional objectives.
3. It meets upon invitation of the foundation’s Chairman, to discuss topics or themes relating to the foundation’s activities and to formulate proposals and opinions; it meets at least once per year in order to define the work program.
4. The Scientific Committee appoints a President to represent it. The Committee’s President participates in the Board of Directors’ meetings without right to vote, following an invitation by the Chairman of the foundation.
5. Members of the Committee shall hold office for three years and may be reelected; in case of resignation, permanent impediment, death or conflict of interest, the committee members are replaced for the remaining period of the triennium.
6. The Scientific Committee makes proposals concerning the foundation’s initiatives, offering its non-binding opinions regarding grants, awards and scholarships, and formulating opinions on the activities submitted to it by the Board of Directors.
Title IV
Art. 19
Annual Report
1. The foundation’s financial year begins on January 1st and ends on December 31st of each calendar year.
2. The economic report or full annual report must be approved every year by the Board of Directors by the end of April.
3. The annual report must provide a representation of the foundation’s assets and its economic and financial situation.
4. The foundation is required to keep chronological and systematic accounting records, designed to detail the operations carried out in each management period in an exact and analytical manner, adequately representing the organization’s economic and financial situations, distinguishing the institutional activities from those directly related to them.
5. Thirty days before the date set by the Board of Directors for approval, the financial statement must be sent to the Auditor, allowing sufficient time for its analysis and for the necessary assessments prior the approval by the Board of Directors. The Board of Directors shall receive the financial statement and the pertaining documents at least fifteen days before the date of its approval.
6. The financial statement must be accompanied by a social or mission report which lays out, in qualitative and quantitative terms, the results of each year’s activity, comparing them to the Foundation’s plans and programs.
Art. 20
Compensation
With the exception of the Managing Director, if appointed, and the Auditor, all positions are unpaid, with the following exceptions:
a) the right to the reimbursement of documented expenses, incurred during the performance of tasks relating to a specific mandate;
b) compensations for other tasks specifically assigned by the Board of Directors, subject to the limits described in Article 10 of the Legislative Decree no. 460/1997.
Art. 21
Statute Amendments
1. Amendments to this statute shall be decided by the Board of Directors at an extraordinary meeting in the presence of a notary, chosen by the Board of Directors itself.
2. The Board of Directors’ vote is favorable if it gets the vote of two thirds of the incumbent members including the Chairman.
3. The approved statute shall be submitted to the local authority competent for approval.
Art. 22
Termination of the foundation
1. The foundation shall lapse if the statutory purposes have been exhausted, or if they have become impossible to carry out.
2. The termination is decided by the Board of Directors by a vote of two thirds of the members in office and is declared by the local competent authority, in accordance with Article 27 of the Civil Code.
3. In the event of termination of the foundation, for any reason, the remaining net wealth will be donated to other ONLUSes that promote activities in favor of poor populations in the health, social or civil sector, or for other public purpose after approval by the controlling body referred to in Article 3, paragraph 190, of the law December 23rd, 1996, no. 662 unless otherwise required by law.
Art. 23
Transitional Rule
1. Upon first constitution, the members of the Board of Directors are set out in the memorandum of association.
