Statute

STATUTE

Repertory n. 18774 Collection n. 7085
DEED OF FOUNDATION
ITALIAN REPUBLIC

The twenty-seventh of July two thousand and twelve in Napoli, at via Cintia. San Paolo Park, at the Clinic Center, in room n. 515 of the fifth floor, before me Dr. Rosa LEZZA OLIVIERO, notary in Napoli with study there at Via Matteo Schilizzi n. 16, enrolled at the Notarial College of the United Districts of Napoli, Torre Annunziata and Nola, in the presence of:
Avv. Federico Maria de Luca, born in Napoli on January 23, 1972 resident in Anacapri at Via Vecchia del Faro n. 39;
Floriana Napolitano, born in Pomigliano d’Arco on 11 August 1975 resident in Nola, Viale Onorevole Francesco Napolitano n. 10;
intervened as witnesses known and suitable to me, as they confirm me
I’M COMPARED
- GALDO Prof. Anna Maria, born in Napoli (NA) on December 6, 1921, resident in Napoli (NA), via Bisignano a Chiaia n. 11, Fiscal Code GLD NMR 21T46 F839M;
- VALERIO (surname) Prof. Paolo (name) born in Napoli (NA) on March 31, 1948, resident in Napoli (NA), via Santa Caterina da Siena n. 15, Fiscal Code VLR PLA 48C31 F839R;
- CANDELA dott. Angela, born in San Giorgio a Cremano (NA) on September 9, 1951, resident in Napoli (NA), viale Antonio Gramsci n. 19, Fiscal Code CND NGL 51P49 H892Q;
- PARISI Dott. Immacolata, born in Napoli (NA) on December 8, 1956, resident in Napoli (NA), via Solimena n. 93, Tax Code PRS MCL 56T48 F839I;
- AMODEO Prof. Anna Lisa, born in Genova (GE) on April 9, 1972, resident in Nola (NA), via Dei Mille n. 89, Fiscal Code MDA NLS 72D49 D969D.
I’m sure of the personal identity of the partners, who
PRESS
that intend to establish a Foundation to be called “Fondazione Genere cultura identità” with the purpose of social utility and promotion of research, intervention and training activities in the psychological-clinical and social-assistance fields, directing their energies and allocating the available resources primarily to the above activities and assistance to the weaker social groups and the GLBTQIE population, with the purposes specified below, making available to the Foundation itself the patrimonial means necessary to achieve its goals.
Having said this, the Foundation’s members request me notary for the stipulation of the present deed, by virtue of which
CONVENGE
ARTICLE 1) The Fondazione Genere Identità Cultura, with headquarters in Napoli, Via Santa Caterina da Siena, n. 15, is constituted in accordance with articles 12 of the Italian Civil Code and following articles.
ARTICLE 2) The FONDAZIONE pursues exclusively purposes of social utility and promotion of research, intervention and training activities in the psychological-clinical and social welfare field, directing its activities and allocating the available resources primarily to the activities described above and to the assistance to the weaker social groups and the GLBTQIE population.
In particular, the FOUNDATION will carry out:
a) research, intervention and training activities in the psychological-clinical and social-assistance fields aimed at spreading and consolidating the culture of rights and equal opportunities;
b) research, intervention and training activities in the psychological-clinical and social-assistance field aimed at preventing and/or curbing all forms of violence, abuse and multiple discrimination related to the intersection between gender identity, sexual orientation and ethnic origin;
c) research, intervention and training activities in the psychological-clinical and social-assistance field, with particular reference to the individual and relational psychological discomfort that may, at different stages of the life cycle, involve not only the victim of violence, abuse or multiple discrimination, but also the family, the peer group and the organizational, social and cultural contexts involved;
d) research, intervention and training activities in the psychological-clinical and social-assistance fields aimed at promoting the well-being of LGBTQIE people who fall within the population indicated in paragraphs b and c of this article;
e) training activities aimed at professionals who, in different contexts, are confronted with the issues indicated in paragraph b: (operators in the psychological and socio-assistential area; lawyers, judges, magistrates; teachers, educators; law enforcement officers, etc.);
f) organization, design, implementation and evaluation of prevention interventions in different organizational contexts such as, for example, schools, companies, institutions and public and private bodies, to promote an equal opportunities policy and an organizational culture aimed at the welfare of its members and an ethos of non-discrimination;
g) identification of Good Practices and Actions of Mainstreaming and Empowerment in companies, non-governmental organizations and different areas of governance to prevent and combat all forms of violence, abuse and multiple discrimination related to the intersection of gender identity, sexual orientation and ethnic origin;
h) organization of specific events and projects that promote the exchange of experiences, practices, tools and Good Practices.

The FOUNDATION promotes and implements research, training and intervention activities in the contexts described above and in the areas indicated by Art. 2 letters a and b. In order to achieve its aims, it can avail itself of the collaboration of Public and Private Institutions or Bodies such as, for example, Municipality, Region, Province, Scientific Research Bodies, Educational Institutions, Universities and Study Centers, none excluded

Art. 3 – INSTRUMENTAL ACTIVITIES ACCESSORIES AND CONNECTS

The FOUNDATION: “Genere Identità Cultura” for the achievement of its purposes, may carry out all instrumental, ancillary and related activities and, by way of example, may:

a) stipulate, if deemed useful and appropriate, any deed or contract, also for the financing of the operations deliberated, including, without the exclusion of others: the assumption of loans and mortgages, short or long term; the purchase, in property or surface right of real estate; the stipulation of conventions or memoranda of understanding of any kind, also transcribed in public registers, with institutions, public or private bodies;

b) administering and managing the assets of which it is the owner, lessor, co-owner or co-owner or which are owned by it in any way;

c) to participate and collaborate, both in Italy and abroad, with Associations, Foundations, Institutions, Public and Private Bodies, whose activities are aimed, directly or indirectly, at achieving purposes similar to those of the Foundation or in any case directly or indirectly related to them;

d) promoting, organizing and carrying out research activities, training courses, conferences, publications within the scope of the purposes indicated in paragraph b) of Art. 2;

e) promoting, planning, organizing and managing (also on order or on the basis of specific funding), specialization schools and/or training courses, master’s degrees, training activities and seminars, either directly or through conventions or memoranda of understanding with Institutions, Bodies, Structures, Public or Private Bodies, provided that such activities are aimed at achieving the purposes of the FOUNDATION;

f) to promote and organize activities, manifestations and events such as: reviews, congresses, debates, conferences, symposia;

g) to establish prizes and scholarships;

h) to realize and disseminate the activities and aims of the FOUNDATION through publications, e-books, translations;

i) to carry out, as accessory and instrumental to the pursuit of institutional purposes, any appropriate activity, including commercial activities or support to the purposes of the FOUNDATION;

j) to carry out research, intervention and training activities individually or in collaboration, in any form whatsoever, with other Research and Study Centers in areas related to the purposes of the FOUNDATION.

The FOUNDATION operates directly both with its own initiatives and with the collaboration of third parties and can carry out, directly or indirectly, both in Italy and abroad, any operation it deems necessary to achieve the statutory purposes.

Art. 4 – HERITAGE AND REVENUE

The FOUNDATION HERITAGE is composed of

- the endowment fund consisting of contributions in cash or movable and immovable property, or other utilities that may be used for the pursuit of the purposes, made by the FUNDERS or other participants

- from movable and immovable property that reaches or will reach the FOUNDATION in any way, including those purchased by the same in accordance with the provisions of these Articles and that will be allocated to assets by resolution of the BOARD OF DIRECTORS;

- donations made by entities or individuals with express allocation to increase the assets;

- the portion of unused annuities which, by resolution of the Board of Directors, may be allocated to increase assets;

- by contributions attributed to the endowment fund by the State, Territorial Authorities or other public bodies.

Art. 5 – MANAGEMENT FUND

The Management Fund of the FOUNDATION is constituted:

- the revenues and income from the assets and activities of the FUNDATION itself;

- any donations or testamentary dispositions that are not expressly allocated to the endowment fund;

- any other contributions attributed by the state, local authorities or other public bodies;

- contributions in any form granted by the FUNDER or his successors and participants;

- revenues from institutional, ancillary, instrumental and related activities.

The revenues and resources of the FUNDATION shall be used for the functioning of the Foundation itself and for the achievement of its purposes.

Art. 6 – FUNDER MEMBERS

THE MEMBERS: ANNA LISA AMODEO, ANGELA CANDELA, ANNA MARIA GALDO, IMMACOLATA PARISI, PAOLO VALERIO.

THE FOUNDER MEMBERS may:

a) be members of the SCIENTIFIC COMMITTEE

b) attend meetings of the SCIENTIFIC COMMITTEE without voting rights

c) propose initiatives related to the institutional aims of the FOUNDATION that will be taken into consideration by the active management bodies of the FOUNDATION;

d) to hold the offices of member of the Board of Directors, PRESIDENT, VICE PRESIDENT and SECRETARY GENERAL.

Art. 7 – FOUNDATION BODIES

They are organs of the FOUNDATION:

- the PRESIDENT;

- the VICE PRESIDENT;

- the ADMINISTRATION COUNCIL;

- the SEINACAL COLLEGE.

The following may also be appointed: the SECRETARY GENERAL and the SCIENTIFIC COMMITTEE.

Art. 8 – PRESIDENT

a) The PRESIDENT OF THE FOUNDATION is appointed by the ADMINISTRATION COUNCIL and presides over it;

b) The PRESIDENT OF THE FOUNDATION shall remain in office for 5 years and may be re-elected;

c) The PRESIDENT shall exercise all the powers that these articles of association and the law do not reserve to the BOARD OF DIRECTORS;

d) In particular, he/she shall be responsible for the economic and financial management of the FOUNDATION and shall exercise all powers necessary to implement the resolutions of the bodies of the FOUNDATION. The PRESIDENT is responsible for the management of the FOUNDATION’s staff and the organisation of the offices;

e) The PRESIDENT shall submit to the Founding Members an annual report on the progress of the FOUNDATION, identifying in particular the state of implementation of the projects in progress, the lines of further development of the FOUNDATION’s action that are being pursued and the calendar of initiatives and activities planned for the following six months;

f) The PRESIDENT shall take care of relations with local, national and international bodies and institutions;

g) The PRESIDENT is responsible for the legal and procedural representation of the FOUNDATION.

Article 9 – VICE PRESIDENT

a) The VICE PRESIDENT is appointed by the COUNCIL OF ADMINISTRATION from among its members and remains in office until the expiry of the mandate of the members of the COUNCIL OF ADMINISTRATION;

b) In the event of impediment or prolonged absence of the PRESIDENT, the powers of the latter shall be exercised by the VICE PRESIDENT;

c) He is in charge of the FOUNDATION’s public relations by taking part together with the PRESIDENT or in his place in all initiatives, events and conventions in which the FOUNDATION is involved, dealing in place of the PRESIDENT where necessary with institutions and third parties.

d) Participates in the meetings of the SCIENTIFIC COMMITTEE and acts as a liaison between the ADMINISTRATION COUNCIL and the SCIENTIFIC COMMITTEE.

Art. 10 – ADMINISTRATION BOARD

a) The ADMINISTRATION BOARD is composed of the FUNDING MEMBERS and/or any other members chosen on the basis of their proven experience in the activities provided for in art. 2 of the FOUNDATION STATUTORY and related articles;

b) The number of board members may vary from a minimum of 5 to a maximum of 9 members, including the PRESIDENT; c) The ADMINISTRATION BOARD is chaired by the PRESIDENT OF THE FOUNDATION and meets at least once a year;

d) The BOARD is validly constituted with the presence of the majority of its members and validly deliberates with the majority of those present. Amendments to the articles of association must always be approved by a two-thirds majority of the members;

e) The members of the ADMINISTRATIVE BOARD shall remain in office for 5 years and may be re-elected;

f) Members of the Board of Directors shall cease to hold office exclusively on resignation, death or forfeiture of office, pronounced by the Board of Directors itself, in the event of any incompatibility or recurrence of the cases provided for in Article 2382 of the Italian Civil Code.

g) In the event of termination of the office of one of the directors, the BOARD OF DIRECTORS shall appoint a replacement from among persons who meet the requirements set out in paragraph a of this article, by resolution approved by a two-thirds majority;

h) The directors appointed in subrogation shall remain in office until the natural expiry of the Board of Directors;

i) The resignation or forfeiture of the majority of the Board of Directors shall in any case entail the forfeiture of the entire Board;

J) Should the majority of the Board of Directors cease to hold office, the BOARD of DIRECTORS shall lapse and the CHAIRMAN shall appoint the new BOARD of DIRECTORS within the following fifteen days, whose members shall be chosen according to the provisions of letter a) of this article.

Art. 11 – POWERS OF THE ADMINISTRATION COUNCIL

The following powers are vested in the ADMINISTRATION COUNCIL:

(a) to appoint the PRESIDENT from among its members;

b) approve the general lines of activities, the related objectives and programmes within the scope of the purposes and activities referred to in Articles 2 and 3 of the FOUNDATION;

c) prepares the budget and final balance sheets;

d) dispose of the buildings or other assets of the FUNDATION’s assets;

e) establishes offices and representations both in Italy and abroad;

f) expresses its binding opinion on any other object submitted to it by the PRESIDENT;

g) recognises groups and associations that share the inspiring principles and aims of the FOUNDATION. Such groups and associations may use the name of DISTANCE SECTION OF THE FOUNDATION “Genere Identità Cultura”;

h) approve the regulations concerning the internal organisation of the FOUNDATION;

i) The COUNCIL is validly constituted with the presence of the majority of its members and deliberates by a majority of those present. In case of a tie, the vote of the PRESIDENT prevails;

l) The BOARD OF DIRECTORS shall meet at the FOUNDATION’s headquarters or in another place, provided that it is in Italy, whenever the PRESIDENT deems it appropriate, or when requested by at least two directors in office;

m) The meeting shall be convened by the CHAIRMAN and sent by the SECRETARY GENERAL, by registered letter or telegram or e-mail sent to each director at least three days before the date set for the meeting, indicating the agenda, place, date and time of the meeting;

n) In case of urgency, such notice may be reduced to 48 hours. The COUNCIL shall ratify the urgent convocation.

Minutes of the meetings of the BOARD of DIRECTORS shall be drawn up and signed by the PRESIDENT of the FOUNDATION and the SECRETARY GENERAL.

Article 12 – SECRETARY GENERAL

a) The SECRETARY GENERAL is appointed by the ADMINISTRATION COUNCIL;

b) It shall provide for the administrative management and the organisation and promotion of the individual initiatives, providing the means and instruments necessary for their full implementation; c) It shall implement, in matters within its competence, the resolutions of the BOARD OF DIRECTORS, as well as the acts of the PRESIDENT;

d) Participates, without voting rights, in the meetings of the BOARD OF ADMINISTRATION.

The minutes are drawn up in a special book, kept by the SECRETARY GENERAL.

Article 13 – SIGNACAL COLLEGE

a) The BOARD OF AUDITORS is made up of one to three full members appointed exclusively from among those registered in the Register of Auditors, by the BOARD OF ADMINISTRATION;

b) The BOARD OF AUDITORS lasts 5 years and can be re-elected;

c) The BOARD of AUDITORS ascertains that the accounting records are properly kept; carries out cash checks; provides feedback on financial management; expresses, through specific reports, its opinion on the final financial statements

d) The members of the BOARD of AUDITORS are entitled to attend the meetings of the ADMINISTRATION COUNCIL and are in any case required to attend them when their presence is formally requested by the PRESIDENT OF THE FOUNDATION.

Art. 14 – THE SCIENTIFIC COMMITTEE

a) The SCIENTIFIC COMMITTEE is the FOUNDATION’s advisory and guarantee body and consists of a minimum of three members and a maximum of twenty members, chosen and appointed by the ADMINISTRATION COUNCIL among particularly qualified Italian and foreign natural and legal persons, institutions and bodies of recognised prestige and professionalism in the activities provided for in articles 2 3 of the FOUNDATION’s articles of association;

b) The SCIENTIFIC COMMITTEE is chaired by a Coordinator appointed by the BOARD OF ADMINISTRATION;

c) The SCIENTIFIC COMMITTEE shall meet whenever the Coordinator deems it appropriate, or when convened by the PRESIDENT of the FOUNDATION;

d) The SCIENTIFIC COMMITTEE has the task of studying, conceiving, or supporting the general strategies and programmes of the FOUNDATION; indicating and describing areas of intervention and development of the activities and role of the FOUNDATION; collaborating in the definition of the cultural policy of the FOUNDATION;

e) The members of the SCIENTIFIC COMMITTEE remain in office for five years after their appointment, and are eligible for re-election;

f) the SCIENTIFIC COMMITTEE shall make reasoned proposals on the initiatives that the FOUNDATION may pursue, promote and implement;

g) The SCIENTIFIC COMMITTEE shall promote and, when delegated by the Board of Directors, supervise the scientific activities of the FOUNDATION.

In particular, by way of example:

- proposes research activities and cultural initiatives to the ADMINISTRATION COUNCIL;

- when delegated by the Board of Directors, it supervises and monitors the implementation of the interventions;

- when delegated by the Board of Directors, it supervises training initiatives;

- when delegated by the Board of Directors, it is responsible for publications;

- formulates proposals on any other aspect of the FOUNDATION’s activity.

h) The SCIENTIFIC COMMITTEE also elaborates:

- awareness campaigns;

- communication and fundraising campaigns, also making use of the contribution of professionals of proven professionalism and recognized prestige in the fields of communication and fundraising, in order to solicit the acquisition of offers, donations and bequests and more generally in order to find funds to be allocated to the purposes of the FOUNDATION;

i) This body, in performing its function, may intervene on its own initiative, or at the request of the bodies of the FOUNDATION, formulating consultative guidelines and proposals for the definition of the latter’s activities;

l) Meetings of the SCIENTIFIC COMMITTEE shall be convened by the COORDINATOR whenever he deems it necessary and/or at the request of at least half of its members, by means of an invitation to be delivered to all members at least three days before the meeting by any means of communication, including telematic communication, whose delivery to the addressee is certain;

m) Resolutions must be passed by a majority of those present;

n) In the event of a tie, the vote of the Coordinator shall prevail.

The members of the SCIENTIFIC COMMITTEE shall not receive any remuneration for their office, except for the reimbursement of documented expenses.

Art. 15 – FRIENDS OF THE FOUNDATION

FRIENDS OF THE FOUNDATION are natural or juridical persons, public and private bodies, recognised and non-recognised associations and all subjects who, by sharing the aims of the FOUNDATION, contribute to its life and to the achievement of its statutory purposes.

Art. 16 – GOLDENBOOK

Institutions or Public and Private Institutions or Bodies to which the ADMINISTRATION COUNCIL attributes such quality, in consideration of the works and the particular goals achieved within the scope of the purposes deliberated in Art. 2, may become members of the GOLDENBOARD.

Art. 17 – DURATION AND ESTINATION

a) The FOUNDATION is open-ended;

b) The ADMINISTRATIVE COUNCIL is granted the power to extinguish the FOUNDATION in cases of

- impossibility of pursuing the statutory purposes;

- economic difficulties have arisen;

- irregular performance of activities.

Art. 18 – DEFINITION AND LIQUIDATION OF THE HERITAGEHOLDING

a) The FOUNDATION shall be dissolved when the causes of extinction established by law occur and in particular when they occur:

- the assets have become insufficient for the purposes;

- the purpose has been achieved or has become impossible or of little use

b) The liquidation of the FOUNDATION shall be decided by the Board of Directors with a majority of three quarters of its members;

c) In the event of the foregoing paragraph, the shareholders’ equity shall be devolved to another body or institution that pursues purposes similar to those of the FOUNDATION, in accordance with the guidelines established by the Board of Directors at its last meeting;

d) The Board of Directors shall appoint one or more liquidators, who may also be chosen from among its own members, to take care of the liquidation activities.

Art. 19 – RENEWAL

To regulate anything not provided for in these Articles of Association, reference should be made to the rules on entities contained in Book I of the Italian Civil Code and, subordinately, to the rules contained in Book V of the Italian Civil Code.

Signed: Anna Maria GALDO, Paolo VALERIO, Angela CANDELA, Immacolata PARISI, Anna Lisa AMODEO, Federico Maria de LUCA, Floriana NAPOLITANO, Notary Rosa LEZZA OLIVIERO. Tabellionato follows.

 

This copy conforms to the original, registered at the Agenzia delle Entrate – Ufficio di Napoli I – on 30th July 2012 at no. 16793/1T.

It consists of five sheets for fifteen sides.

It is issued for permitted use.

Naples, 30th July 2012

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