PESENTI FOUNDATION

BYLAWS

BYLAWS

INTRODUCTION

Art. 1

1.1 The Foundation is called “FONDAZIONE Cav. Lav. CARLO PESENTI” or in abbreviated form “FONDAZIONE PESENTI”.

REGISTERED OFFICE

Art. 2

2.1     The Foundation is based in Bergamo.

2.2     Representations, delegations and offices can be established both in Italy and abroad.

 

PURPOSE

Art. 3

3.1     The Foundation is a non-profit organization whose sole purpose is the pursuit of public utility objectives in the sectors provided for in this article. In particular, the purpose of the Foundation is:

  1. to undertake and promote education and scientific research aimed, in particular, at the sustainability of economic and social development of companies, compatible with the optimal use of resources and with the ethical, social and cultural growth of the communities involved;
  2. to undertake and promote humanitarian interventions in support of populations hit by natural disasters or required by other kinds of emergency situations;
  3. to support the development of philanthropic initiatives and social solidarity, through the provision of assets and/or economic resources free of charge to persons living in disadvantaged conditions and/or non-profit organizations that carry out projects of collective interest – both in Italy and in other countries – aimed at the non-profit pursuit of civic, solidarity and social utility purposes.

3.2     In particular, the Foundation can:

  1. undertake and promote any action in terms of scientific research, technological innovation and education and training in the field of economic and social development of business and the territory, better use of resources and the evolution of processes, products and applications;
  2. carry out study, promotion and dissemination activities, also for social and cultural purposes, either directly or by organizing or supporting meetings, conferences and/or seminars, preparing publications, essays and/or websites or awarding grants, prizes and scholarships.

3.3     To achieve these purposes, the Foundation can:

  1. stipulate any deed or contract that may be appropriate;
  2. promote agreements or collaborate with institutions, bodies, associations and foundations, whether in Italy or abroad, that work to achieve goals related to or connected with those of the Foundation;
  3. to foster, also by means of grants, the development of Italian or foreign institutions, bodies, associations and foundations that work to achieve goals related to or connected with those of the Foundation;
  4. promote the direct or indirect collection of funds for projects and initiatives related to the purposes mentioned above;
  5. take part in associations, consortia or other forms of association and/or society, organizations and institutions, including those whose activities are aimed, directly or indirectly, at the pursuit of goals similar to those of the Foundation, also participating in their establishment where deemed appropriate;
  6. implement all activities needed or useful for the pursuit of the purposes laid down in the Bylaws.
  7. The Foundation carries out its activity without any territorial limitations.

 

DURATION

Art. 4

The Foundation has an unlimited duration.

 

CAPITAL

Art. 5

5.1     The Foundation’s capital is made up principally of the endowment fund, paid in initially by the Founding Members, as shown in the memorandum of association. Other contributions can be made to the Foundation’s capital, for example, in the form of:

  1. donations, gifts and contributions from companies, organizations and individuals in general;
  2. grants from the State, Public Bodies and Institutions;
  3. grants from international organizations;
  4. donations and bequests;
  5. reimbursements and contributions deriving from agreements.

5.2     The Foundation expects to achieve its purposes with the income earned on its capital, the various types of payments received from persons or bodies, as well as other types of revenue deriving from the performance of its institutional activities with express specification that any provision or donation not explicitly allocated to increase the Foundation’s capital must be assigned to achieve its purposes and/or to implement specific initiatives or projects.

5.3     The Foundation can access funds specifically allocated by national and international bodies and institutions, as well as any grants from regional and local authorities.

5.4     The Board of Directors invest the money received by the Foundation as it deems most secure and profitable.

BODIES OF THE FOUNDATION

Art. 6

The Foundation’s bodies are:

  1. the Board of Directors;
  2. the Chairman;
  3. the Deputy Chairman;
  4. the Secretary General (optional);
  5. the Board of Auditors;
  6. the Charity Committee (optional);
  7. the Advisory Committees (optional).

BOARD OF DIRECTORS

Art. 7

7.1     The Foundation is administered by a Board of Directors made up of a minimum of 5 to a maximum of 9 members, including the Chairman and the Deputy Chairman, appointed as follows:

  1. member appointed by the Rector of the Politecnico di Milano, chosen from the university’s faculty;
  2. member appointed by the Rector of the University of Bergamo, chosen from the university’s faculty;
  3. the other members co-opted by the Foundation’s Board of Directors.

7.2     In particular, the Board will identify the members that it can appoint as follows: (i) two directors will be appointed from among those who have made a significant contribution to the development of the Foundation’s activities, (ii) the other members among subjects belonging to the world of culture, science, technology, professions and social innovation, ensuring – where possible – compliance with the principle of gender representation.

7.3     Directors hold office for three financial years and expire on the date of approval of the financial statements relating to their third year of office.

7.4     Termination of the Directors due to expiry of their term of office takes effect from the moment in which the Board of Directors has been reconstituted.

7.5     The Directors referred to in article 7.2 have to be appointed with the votes of at least 2/3 of the Board members, as well as the vote of the Chairman.

Art. 8

For all the effects envisaged in these Bylaws, the Directors’ elected domicile is considered to be the headquarters of the Foundation.

Art. 9

9.1     Directors can be re-elected.

9.2     Directors who waive office must give written notice to the Board of Directors and to the Board of Auditors: the waiver takes effect immediately if a majority of the Directors remain in office.

9.3     If, for any reason, one or more members of the Board of Directors pass away, at the first possible meeting, those who appointed them are obliged to propose replacements that will remain in office until the expiry of the Board. The appointment of new Board Member(s) for which the Board of Directors is responsible has to be carried out with the majorities and the procedures referred to in article 7.5 above.

9.4     If, due to a waiver, permanent impediment or death, the majority of the members of the Board are no longer in office, the Board is deemed to have terminated in its entirety while remaining in operation until its reconstitution.

9.5     The replacement Director appointed must accept the office conferred on them in writing within 30 days, otherwise they will lose office.

Art. 10

10.1   The Board of Directors meets at the headquarters of the Foundation, or elsewhere, providing it is within the Italy, whenever the Chairman deems it appropriate or when requested by at least two of the current Board members.

10.2   Meetings are called by the Chairman or, in his absence or impediment, by the Deputy Chairman, by a notice sent by whatever means that guarantees proof of receipt, to be sent to each Director at least two days before the date of the meeting.

10.3   The notice of calling must contain the day, time and place of the meeting and an indication of the items on the agenda: it can also provide for the second calling, which cannot be held within twenty-four hours from the first one.

10.4   In the absence of these formalities, the Board of Directors is considered to have a valid quorum if all the Directors and at least one member of the Board of Auditors are present.

10.5   Board meetings are chaired by the Chairman or, in his absence or impediment, by the Deputy Chairman or the oldest Director in terms of age.

10.6   For Board resolutions to be valid, there has to be a majority of the Directors present and a majority of those present voting in favour of the resolutions, except in cases where the law or Bylaws require qualified majorities; in the event of a tie, the Chairman has the casting vote.

10.7   Minutes of Board meetings are prepared by the Secretary: they are signed by the person who chaired the meeting and by the Secretary.

10.8   Board meetings can also be held by video or audio conference. This means that those entitled to attend meetings can intervene remotely, i.e. from different locations, using appropriate communication systems. In this case, the following matters must be ensured:

–         all participants in each location connected to the meeting have to be identified;

–         the person chairing the meeting and the Secretary have to be in the same place ;

–         each of the participants in the meeting has to be able to intervene, speak and express their opinion verbally, as well as to view, receive and transmit deeds and documents in general, making it possible for everyone to review documents and make decisions at the same time.

10.9   In the case of a video or audio conference, the meeting is held in the place where the Chairman and the Secretary are located.

10.10  The services provided by Board members are normally rendered free of charge, except for the reimbursement of expenses incurred for the purposes of their office.  The Board of Directors can decide to award a fee to the Chairman, the Deputy Chairman or the Directors to whom specific duties have been assigned, as well as to assign attendance fees to Directors for attending Board meetings.

Art. 11

11.1   Without prejudice to the powers and duties of the Chairman according to article 13 below, the Board of Directors has all powers of ordinary and extraordinary administration without distinction, with the right to delegate part of them to one or more of its members. For example, the Board of Directors:

  1. votes on amendments to the Bylaws as proposed by the Chairman: amendments are adopted if at least 2/3 (two thirds) of the Directors currently in office are present and vote in favour of the proposal;
  2. takes all of the decisions needed for the orderly conduct of the Foundation’s institutional activities according to the Bylaws;
  3. approves the financial statements within 120 days of the end of the financial year, or within 180 days, but only if required because of particular needs on the part of the Foundation;
  4. approves the budget by 30 November of each year: the budget also includes the guidelines of the Foundation’s activities for the coming year;
  5. decides on the acceptance of grants, donations and bequests, purchases and disposals of movable assets, including registered ones, and properties, the subscription or stipulation of loans, including mortgages, and the granting of secured and/or unsecured guarantees;
  6. provides the most secure and suitable use of the capital;
  7. resolves on any collaboration agreements between the Foundation and other public or private bodies, companies or private individuals in general;
  8. resolves on the possible establishment of study or research centres and regulates their organization and functioning;
  9. resolves the establishment and provision of scholarships;
  10. resolves on the possible establishment of the Charity Committee and/or other advisory committees, taking steps to appoint their members, having heard the Chairman’s opinion;
  11. resolves disbursements to support the projects and initiatives referred to in article 3.1 c), having heard the prior opinion of the Charity Committee;
  12. provides, if necessary, for the eventual appointment and dismissal of the managerial staff.

Art. 12

Each member of the Board of Directors can be given legal representation of the Foundation and the power to sign in the name and on behalf of it for the execution of the Board resolutions for which the Director has a specific mandate.

 

Art. 13

13.1   The Chairman and Deputy Chairman are appointed by the Board of Directors from among its members, with the favourable vote of at least 2/3 of the members.

13.2   The Chairman is the legal representative of the Foundation vis-à-vis third parties and in court, before any Judicial or Administrative Authority, with the right, in particular:

  1. to appoint lawyers and attorneys in litigation, also for revocation and appeal proceedings;
  2. to appoint general or “ad negotia” attorneys for the performance of single acts or categories of acts;
  3. to open, close and operate bank and post office current accounts.

13.3   The following powers are also given to the Chairman of the Board of Directors, in compliance with mandatory legal provisions:

  1. to appoint a General Secretary, as the case may be, choosing him from persons outside the Board of Directors who have the moral and professional qualifications deemed adequate for the position and functions, to determine his powers and tasks, establish his remuneration, lay down his term of office and, if necessary, revoke it in advance. If a General Secretary is not appointed, the Chairman will arrange for another person, also on a temporary basis, who is not a member of the Board of Directors, with operational duties, establishing his powers and tasks, remuneration and term of office;
  2. to propose amendments to the Foundation’s Bylaws to the Board of Directors.

13.4   Only in cases of urgency, the Chairman can adopt necessary measures, asking for them to be ratified by the Board of Directors at the next meeting: this meeting must be called within thirty days from the date of the urgent measure being taken.

DEPUTY CHAIRMAN

Art. 14

In the case of absence or impediment of the Chairman, all of his powers under these Bylaws are also attributed to the Deputy Chairman: the performance of any act by the Deputy Chairman constitutes proof of the Chairman’s absence or impediment.

 

SECRETARY GENERAL

Art. 15

15.1   The Secretary General of the Foundation, if appointed, will perform the functions delegated to him by the Chairman with the powers and tasks determined at the time of appointment, arranging in particular for the functional and organizational coordination of the Foundation’s activities.

15.2   By way of example, based on the Chairman’s guidelines, he prepares draft financial statements and the budget, prepares the topics to be reviewed by the Board of Directors, ensures implementation of the resolutions and assists the Chairman and Deputy Chairman in the performance of their respective duties.

15.3   The Secretary General participates, without voting rights, at meetings of the Board of Directors, draws up the minutes that he signs together with the Chairman.

15.4   He safeguards the Foundation’s funds and valuables, carries out any kind of cash transaction and operates on bank and post office current accounts within the limits and in the manner established by the Chairman, keeping the accounts up to date and making use, where necessary, of professionals or other qualified persons.

15.5   The Secretary General updates and maintains the minute book of the Board of Directors and the cash register.

15.6   The Secretary General of the Foundation, unless otherwise established by the Board of Directors, carries out the functions of Secretary of the Board of Directors.

15.7   In the case of absence or impediment of the Secretary General, his functions are exercised by the person designated by the Chairman. Vis-à-vis third parties, the signature of the person replacing the Secretary General constitutes proof of his absence or impediment.

BOARD OF AUDITORS

Art. 16

16.1    The members of the Board of Auditors – made up either of a Sole Auditor or a Board consisting of three members – are appointed by the Chairman of the Notary Council of Bergamo, they remain in office for three financial years and may be reappointed.

16.2    The Board of Auditors supervises the financial management of the entity, verifies the regular keeping of the books of account, examines the draft budget and financial statements, drawing up specific reports, and performs cash counts. It prepares a report on the legal audit of the accounts.

16.3    The members of the Board of Auditors can attend meetings of the Board of Directors without the right to vote and with the right to intervene only with the express authorization of the Chairman of the Foundation.

16.4    The Board of Auditors may at any time proceed with inspection and control acts, as well as ask the directors for information on the progress of the Foundation’s operations or on certain business matters.

16.5    If the Board of Auditors consists of a Sole Auditor, the Board of Directors appoints an alternate auditor with the task of replacing the effective auditor in the performance of his duties, should he no longer be able to do so for whatever reason. The alternate auditor remains in office until the next Board meeting, which will have to confirm him, electing a new alternate auditor, or appointing a different auditor.

16.6    The office of member of the Board of Auditors is irreconcilable with that of director and/or member of the other bodies of the Foundation.

16.7   In order to proceed with the appointment of the members of the Board of Auditors, the Board of Directors must present to the Chairman of the Notary Council of Bergamo a list of candidates equal to twice the number of members of the Board of Auditors to be appointed, identified as persons in possession of recognized and proven professional skills. The Chairman will have the right to identify the members of the Board of Auditors among those proposed by the Board of Directors or, alternatively, to proceed independently with the appointment.

 

CHARITY COMMITTEE

ART. 17

17.1    The Charity Committee is an advisory body of the Foundation, exclusively with reference to the purposes referred to in article 3.1 c).

17.2    When set up, within the limits of the provisions of article 17.1 above, the Charity Committee makes proposals regarding initiatives aimed at achieving the goals of the Foundation, it expresses its opinion on the projects it intends to develop within the Foundation, evaluates the results achieved by individual philanthropic initiatives implemented by the Foundation and draws up an annual report on its activities.

17.3    In particular, on the basis of the annual budget approved by the Board of Directors, the Charity Committee can propose to the Board to support the development of specific projects and initiatives within the scope of the purposes referred to in article 3.1 c), indicating the financial requirement and expected results.

17.4    The Charity Committee is made up of 3 to 5 members, including its chairman, who are appointed by the Board of Directors; they remain in office for three financial years and can be reappointed for more than one term.

17.5    The Charity Committee meets whenever its chairman deems it appropriate, or at the request of at least one third of the members. The meetings can be held, in case of need, even with participants in different places, contiguous or distant, connected by audio/video, providing that:

  1. attendees are allowed to take part in the debate and vote on the items on the agenda along with everyone else;
  2. the chairman of the meeting is allowed to ascertain the identity of attendees, regulate the progress of the meeting, ascertain and declare the results of the vote, as well as to view, receive or transmit documents;
  3. the person taking the minutes must be able to follow the events of the meeting being minuted.

 

ADVISORY COMMITTEES

Art. 18

In support of the Foundation’s activities, having heard the Chairman’s prior opinion, the Board of Directors can establish additional Advisory Committees, choosing their members also from members of the Board of Directors, for scientific purposes, determining their duties, duration, and operating rules and establishing, if necessary, their compensation.

FINANCIAL YEAR AND FINANCIAL STATEMENTS

Art. 19

19.1   The financial year begins on 1 January and ends on 31 December of each year.

19.2   The Board of Directors prepares the financial statements for the year to be approved according to the methods and terms established above in article 13.

19.3   for the fifteen days preceding the Board meeting to approve them, the draft financial statements have to be deposited at the headquarters of the Foundation at the disposal of the Directors.

19.4   The Foundation is prohibited from distributing operating profits, provisions or capital reserves, directly or indirectly, unless the allocation or distribution is required by law.

19.5   Profits must be used for achieving the Foundation’s institutional activities or those directly related to them.

TERMINATION

Art. 20

20.1   The Foundation can be terminated according to the procedures established by current legislation, in the cases provided for by law.

20.2   In the event of termination of the Foundation, the Board of Directors, with the simple majority referred to in article 10.6 of these Bylaws, will appoint one or more liquidators, establishing their powers.

20.3   Any residual capital and assets, once the liquidation has been completed, will be devolved to other institutions, foundations or associations that pursue the same aims as the Foundation, according to the indications that will be given by the Board of Directors, observing any mandatory legal requirements.

 

APPLICABLE RULES

Art. 21

For all matters not expressly provided for by these Bylaws, the provisions of the Civil Code regarding recognized Foundations and, on a residual basis and by analogy, the rules regarding the functioning of the corporate bodies of joint stock companies will apply.