Statute

Statute of the
Fondazione Barsanti e Matteucci – ETS

Article 1

Constitution and headquarters
On the initiative and impulse of the Rotary Club of Lucca, a Foundation called FONDAZIONE BARSANTI E MATTEUCCI – ETS is established with headquarters in Lucca at the address communicated to the RUNTS.
Delegations and offices may be set up both in Italy and abroad in order to carry out, on an ancillary and instrumental basis with respect to the Foundation’s purposes, promotion activities as well as development and increase of the necessary network of national and international relations to support the Foundation itself.
It responds to the principles and legal framework of the Participation Foundation, as governed by Chapter I of Title IV of Legislative Decree 117/17.
The Foundation is not for profit and cannot distribute profits even indirectly.

Article 2

Aims
The Foundation, in an educational and pedagogical logic, and as a paradigm of a path of knowledge, promotes and disseminates the scientific and experimental research carried out by the two distinguished scientists from Lucca, Eugenio Barsanti and Felice Matteucci, also with reference to historical evolution of science, technology and present and future perspectives.
The Foundation is not for profit.
It aims to pursue exclusively activities of general interest referred to in the following letters of art. 5 of Legislative Decree 117/17 and precisely:

d) education, instruction and professional training, pursuant to law 287372003 no. 53, and subsequent amendments, as well as cultural activities of social interest for educational purposes;
e) interventions and services aimed at safeguarding and improving the conditions of the environment and the prudent and rational use of natural resources, with the exception of the activity, habitually exercised, of collection and
recycling of urban, special and hazardous waste;
f) interventions for the protection and enhancement of the cultural heritage and landscape, pursuant to legislative decree 22 January 2004, n. 42, and subsequent amendments;
g) university and post-university training;
h) scientific research of particular social interest;
i) organization and management of cultural, artistic or recreational activities of social interest, including activities, for the promotion and dissemination of the culture and practice of volunteering and activities of general interest referred to in this article.

By way of example, the foundation will carry out its activity of general interest through:
the retrieval, purchase, conservation, enhancement and illustration of the studies, writings and works of the two aforementioned scientists, in the perspective of a constant updating of a museum heritage of undoubted scientific value;
the promotion, through the awarding of scholarships or the awarding of prizes, of research in the field of technology, with particular emphasis on the motor vehicle sector. This framework may also include studies aimed at the use of new fuels that present, compared to traditional ones, particular advantages, such as greater operating economy, and / or less pollution; initiatives aimed at improving the productivity and quality of machines in any production and industrial sector are also taken into consideration;
the promotion of studies and research on the works of illustrious personalities from Lucca in the technical-scientific sector who have contributed with their discoveries to the cultural elevation of our province on a national and international level;
the management of the exhibition site intended for the scientific dissemination of the studies and assets owned by the foundation from time to time.

Article 3

Different activities and fundraising
The foundation may carry out activities other than those referred to in Article 2, provided that they are secondary and instrumental to the activities of general interest, according to the criteria and limits set out in Article 6 of Legislative Decree 117 / 17.
To support the institutional activity, the Foundation will be able to carry out awareness campaigns and fundraising pursuant to and in the manner set out in art. 7 of Legislative Decree 117/17.

Article 4

Methods of achieving institutional goals
To achieve its aims, the Foundation may, among other things:

a) stipulate any appropriate deed or contract, including for the financing of the resolved transactions, including, without excluding others, the taking of loans and mortgages, short or long term, the purchase, in property or in law of surface area, of real estate, it stipulates agreements of any kind, including those that can be transcribed in the public registers, with public or private entities, which are considered appropriate and useful for the achievement of the aims of the Foundation;
b) administer and manage the assets of which it is the owner, lessor, borrower or otherwise owned;
c) participate in associations, foundations, bodies and institutions, public and private, whose activities are directed, directly or indirectly, to the pursuit of purposes similar to those of the Foundation itself; the Foundation may, if it
deems appropriate, also contribute to the establishment of the aforementioned bodies;
d) set up or participate in joint stock companies that carry out an instrumental and exclusive activity aimed at pursuing the statutory purposes;
e) promote and organize seminars, training courses, study courses, events, conferences, meetings, proceeding with the publication of the relative deeds or documents, and all those initiatives suitable for promoting an organic contact
between the Foundation, operators and national bodies and international organizations, their employees and the public;
f) organize exhibitions and events in general;
g) enter into agreements for entrusting part of the business to third parties;
h) carry out any other suitable activity or support the pursuit of institutional purposes;
i) promote the exploitation of research results, also for the purposes of any industrial patentability; in order to find financial resources for their realization.

Article 5

Assets and Revenue
1- The assets of the Foundation, including any revenues, income, however denominated, are used to carry out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.
The assets consist of:

a) the endowment fund, however constituted;
b) any reserve funds set up with budget surpluses;
c) any bequests by way of inheritance, donations or contributions in any case considered by natural, public or private legal persons, expressly aimed at increasing the assets for the purposes contemplated by this Statute;
d) any other income destined to increase the assets.

The assets of the Foundation including any revenues, income, however denominated, are used to carry out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.

2. For the purposes referred to in paragraph 1, it is forbidden the distribution, even indirectly, of profits and operating surpluses, funds and reserves, however denominated, to founders, associates, workers and collaborators, directors and other members of the corporate bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the relationship with the foundation.
Any behavior attributable to the cases referred to in art. 8 paragraph 3 of Legislative Decree 117/17 is to be considered indirect distribution.

Article 6

Management Fund
The Management Fund of the Foundation consists of:

the income and proceeds deriving from the assets and activities of the Foundation itself;
any donations or testamentary dispositions, which are not expressly intended for the endowment fund;
any other contributions attributed by the State, the Region of Tuscany, local authorities or other public or private bodies;
contributions in any form granted by the Founders and the Participants;
revenues from institutional activities of general interest and related activities.

The income and resources of the Foundation will be used for the functioning of the Foundation itself and for the realization of its purposes.

Article 7

Financial statements, operating surpluses and accounting books
The financial year begins on January 1st and ends on December 31st of each year.
Within the month of November the Council of administration approves the economic budget of the following year; by the month of April of the following year the annual budget of the Foundation consisting of the balance sheet, the management report and the mission report which illustrates the balance sheet items, the economic and management performance of the entity and the methods of pursuing the statutory purposes according to the models and methods that will be determined from time to time pursuant to art. 13 of Legislative Decree 117/17.
Profits or operating surpluses will not be distributed even indirectly and must be fully reinvested in the activities of general interest referred to in the previous art. 2.
The Council of administration documents the secondary and instrumental nature of the various activities referred to in art. 3 as appropriate, in the mission report or in the notes to the financial statements.
The Foundation keeps the books and accounting records from time to time required by the sector regulations and by the administration and accounting regulations.

Article 8

Social report and social information
If the revenues, annuities, proceeds or income however denominated exceed the amount provided for by art. 14, paragraph 2 of Legislative Decree 117/17, currently equal to 100,000 euros per year, the Foundation must publish annually and keep updated on its website any emoluments, fees or considerations attributed to the members of the administrative bodies and control, to managers and associates.
If the revenues, annuities, proceeds or income however denominated exceed the amount provided for by art. 14, paragraph 1 of Legislative Decree 117/17, currently equal to 1 million euros per year, the Foundation must prepare, file with the single national register of the third sector and publish the social report on its website.

Article 9

Founders and participants
The Foundation is mainly supported by:

Promoters Founders;
Founders;
Participants.

The Promoter Founder is the Rotary Club of Lucca.
The Founders are:

Cassa di Risparmio di Lucca Foundation;
Banca del Monte di Lucca Foundation;
Chamber of Commerce of Lucca;
Confindustria Toscana Nord;
Automobile Club Lucca.

They assume the status of participants in the Foundation, according to the criteria established by specific regulations, the subjects who, sharing its aims, contribute to the achievement of its aims through annual or multi-annual cash payments, carrying out activities or conferring tangible or intangible assets, to an extent not less than that established annually by the Council of administration.
The names of the participants are registered in a special list kept by the Foundation, which shows the date of admission, the payments of the annual fees and the date of termination or revocation of participation.
The fee is due for the calendar year or fraction of it in which the qualification of participant is acquired or ceases.
Annual contributions, with the exception of those paid when the Foundation was established or when the new membership was established, must be paid by the month of February of the reference calendar year.
The qualification of participant and the related charges will be automatically renewed from year to year, unless the participant withdraws, to be communicated within 30 days of the end of the calendar year.

Article 10

Admission, renunciation and forfeiture of participants
The admission of participants is approved by the Council of administration at its sole discretion.
The quality of participant is lost by renunciation or forfeiture. The forfeiture is declared by the Council of administration for justified reasons and, in any case, in the event of non-payment of the fee provided for in Article 9.
The waiver must be communicated to the Chairman of the Council of administration by registered letter or PEC and takes effect from the date of receipt.
In the event of renunciation or forfeiture, the annual or multi-annual fees due for the reference calendar year must in any case be paid.

Article 11

The Assembly of Founders and Participants
The Assembly, which has a consultative nature, is made up of the founders and participants and meets at least once a year before the approval of the annual final balance or whenever the President of the Foundation decides to convene it; only subjects up to date with payments of contributions to the management fund for the current year can participate with the right to vote, in the person of the legal representative or his delegate.
The Assembly is convened and chaired without the right to vote by the President of the Foundation and deliberates by majority vote of those present and with the presence of at least half of its members.
On second call, the Assembly deliberates with the favorable vote of the majority of the votes cast, regardless of the number of participants.
The procedures for setting up, voting and keeping the records of the Assembly’s resolutions are governed by a specific regulation approved by the Foundation’s Council of administration.
The election of the members of the Council of administration due to the participants takes place with a vote dedicated to them, according to the procedures that will be defined in a specific regulation to be adopted by the Council of administration which must take into account, for the purposes of voting powers, the contributions paid in the four years prior to the one in which the renewal of the Council takes place.

Article 12

Organs and Offices of the Foundation
The organs of the Foundation are:

the President of the Foundation;
the Council of administration;
the supervisory body;
the Assembly of Founders and participants.
the offices of the Foundation, where established, are the General Manager and the Administrative Secretariat.

For participation in corporate offices, with the exception of the Supervisory Body, no compensation and / or attendance allowance is provided; fixed remuneration may be established, in compliance with the non-profit nature of the entity.
The members of the corporate organs are also entitled to reimbursement of the expenses that they may have to bear for the performance of the tasks entrusted to them, to the extent established annually by the Council of administration.

Article 13

Chairman of the Council of administration
The Chairman of the Council of administration, who is also the President of the Foundation, is elected within the Council itself. The President is the legal representative of the Foundation, calls the Council of administration and chairs the related meetings.
In case of absolute urgency and necessity, he adopts the resolutions pertaining to the Council of administration, submitting them to the ratification in the first subsequent meeting.
Without prejudice to what is provided for, with regard to legal representation, in the event of absence or impediment he is replaced in the chairmanship of the Council of administration, by the Deputy Chairman of the Council of administration and, in the event of the latter’s absence or impediment, by the senior member of the Council of administration.
For the purposes of this article, seniority is determined by recognizing as the oldest member the one who has been part of the body uninterruptedly for the longest period and, in the case of simultaneous appointment, the one who is the oldest in age.
The signature of the Vice President or the senior Director certifies the absence of the President and / or the Vice President from third parties.

Article 14

Composition and appointment of the Council of administration
The Council of administration is composed of a maximum of 13 members designated as follows:

one from the Rotary Club of Lucca;
one from the Cassa di Risparmio di Lucca Foundation;
one from the Lucca Automobile Club;
one from the Banca del Monte di Lucca Foundation
one from the Chamber of Commerce of Lucca;
one from Confindustria Toscana Nord;
one from the Municipality of Lucca;
up to a maximum of 5 by the Participants’ Assembly in the manner established by specific regulations, taking into account the provisions of the statute.

Founders who do not appear to have paid the amount established as a contribution in the four financial years preceding the renewal can exercise the right of designation due to them only when they have regularized their position.

The Council can also co-opt a further component chosen from personalities of clear and undisputed fame in the field of the Foundation’s institutional activities.
The members of the Council of administration remain in office for four years and can be confirmed.
The Council of administration may be considered validly constituted and operate with the successful appointment of the members pertaining to the Founders up to date with the payments of ordinary shares.
The member of the Council of administration who, without justified reason, does not participate in three consecutive meetings, can be declared forfeited by the Council itself. In this case, as in any other case of vacancy from the office of Director, the remaining members must provide, in compliance with the designations referred to in this article, for the co-option of another Director / s who will remain in office until the natural expiry of the Council.

The mandate of the Council of administration ends with the meeting called for the approval of the financial statements relating to the last financial year to which the appointment refers and the renewal of the administrative body must be carried out in the same location within the terms and with the procedures set out in this statute.

Article 15

Meetings of the Council of administration
The Council of administration is convened by the President. The Chairman also calls the meeting when it is requested by at least two components.
The convocation is arranged by certified email, letter, fax or e-mail, sent to the components at least five days before the meeting, except in cases of urgency for which the call can be made by certified e-mail, telegram, fax or e-mail sent at least two days before. The convocation must include the date, place, time and agenda.
The meetings can also be validly held via audio / video conference or other telematic tool, provided that the full participation of the components and the control body connected remotely is guaranteed and it is possible to verify the identity of the member who participates and votes.
Resolutions are validly adopted provided that the absolute majority of the members of the Council is present, also by means of an electronic connection, at the time of the vote. In the event of a tie, the vote of the person chairing the meeting prevails.
The minutes of the meetings of the Board of Directors, drawn up by the Secretary in a special book, are signed, also by electronic signature, by the latter and the President.

Article 16

Powers of the Council of administration
The Council of administration exercises all powers for the ordinary and extraordinary administration of the Foundation. In particular, it provides:

a) the nomination of the President and the Vice President;
b) the approval of the final balance sheet and the annual report on the activity carried out, as well as the budget and mission budget;
c) the acceptance of inheritances, legacies and other donations;
d) the nomination of the representatives of the Foundation in other bodies, organizations or institutions;
e) the determination of the annual fees required to the founders;
f) the acceptance of the participants and, in the cases provided for, the adoption of the resolution of exclusion;
g) to determine the extent of the annual contributions, in cash and / or in kind, upon payment of which the qualification of participant is obtained;
h) the stipulation of agreements with the competent public bodies, as well as with private subjects, which are necessary and / or appropriate for the achievement of the statutory purposes;
i) the hiring of employees and any decision relating to their legal and economic status;
j) the purchase or sale of goods, the acceptance of other donations, including in kind, and any other financial transaction within the remit of the Foundation;
k) the promotion of active disputes and resistance in passive disputes;
l) to the assignment of professional tasks;
m) the nomination of attorneys;
n) the eventual nomination of the Director of the Foundation, determining his duties, powers, duration, classification, remuneration;
o) the eventual approval of one or more internal regulations;
p) the composition, the nomination, the definition of the operating mechanism and the revocation of any technical and scientific commission as well as the determination of the remuneration and reimbursement of expenses due to
their members;
q) the nomination of the Supervisory Body and the determination of the relative remuneration;
r) the nomination of a Secretary;
s) the request for accreditation from public bodies, including supranational ones;
t) participation in community calls, also through participation in temporary associations of purpose;
u) the definition, with its own regulation, of the procedures for setting up the assembly of founders and participants as well as the related operating rules;
v) to delegate particular powers to the President, to one or more of its members or to the Director, determining the limits in the delegation. In the event that the assignment given to one or more directors involves an extraordinary
commitment, the Council may determine the possible remuneration, the duration of which will be connected to that of the assignment itself;
w) amendments to the Articles of the Statute, with a resolution to be adopted, under penalty of ineffectiveness, with the favorable vote of two thirds (2/3) of the members in charge.
The Council of administration decides with the quorum of the majority of the members in charge and with the favorable vote of the majority of those present.

For the validity of the resolutions concerning: the approval of the financial statements, the nomination of the President of the Foundation, the nomination of the General Manager, the change of purposes, the statutory changes, the transfer of the headquarters outside the Municipality of Lucca and the dissolution, must necessarily have the favorable vote of the member designated by the Promoter Founder, as well as resolutions relating to the purchase or sale of properties.

Article 17

Volunteers
Volunteers are people who by their free choice carry out, through the Foundation, activities in favor of the community and the common good, making their time and skills available.
Their activity must be carried out in a personal, spontaneous and free way, non-profit, not even indirect, and exclusively for solidarity purposes.
The activity of the volunteers cannot be remunerated in any way, not even by the beneficiaries.
Volunteers can only be reimbursed by the foundation for the expenses actually incurred and documented for the activity performed, within maximum limits and under the conditions previously established by the Council of administration: in any case flat rate reimbursement of expenses is forbidden.
The expenses incurred by the volunteers can be reimbursed within the limits of the provisions of art. 17 of the Legislative Decree 3 July 2017 n. 117.
The quality of volunteer is incompatible with any form of subordinate or autonomous employment relationship and with any other paid employment relationship with the foundation.

Article 18

Scientific Committee
The Scientific Committee, where appointed, is the Foundation’s advisory body and is made up of a variable number of members, chosen and appointed by the Council of administration from particularly qualified Italian and foreign persons of recognized prestige in the Foundation’s matters of interest.
The Scientific Committee carries out consultancy activities and collaborates with the Council of administration in defining the programs and activities of the Foundation. In particular, it formulates opinions and proposals, as well as scientific and technical evaluations regarding the projects submitted to the Foundation and in relation to the annual program of initiatives and any other matter for which the Council of administration expressly requests its opinion to define the cultural and scientific aspects of the events of significant importance.
The members of the Scientific Committee remain in charge for three years and can be re-elected.
The assignment may cease at any time, due to resignation, incompatibility or revocation, without the need for just cause.
The Scientific Committee meets upon convocation of the President of the Foundation and is chaired by the same. The President can designate a Coordinator of the Scientific Committee to replace him in case of absence or unavailability.

Article 19

Committee of Honor
The Honorary Committee, where appointed, is an advisory body of the Foundation and is made up of a variable number of members, chosen and appointed by the Council of administration from particularly qualified Italian and foreign persons of recognized prestige in the matters of interest of the Foundation.

Article 20

Supervisory body and statutory audit
The Supervisory Body, even single person, is appointed when the requirements set by law are met, remains in office for four years and can be re-elected.
The members of the Supervisory Body, to which art. 2399 of the Civil Code, must be chosen from the categories of subjects referred to in par. 2, art. 2397 of the Civil Code. In the case of a collegiate body, the aforementioned requirements must be possessed by at least one of the members.
The Supervisory Body monitors compliance with the law and the Statute of the Association and compliance with the principles of correct administration, also with reference to the provisions of Legislative Decree no. 8 June 2001, no. 231, if applicable, as well as on the adequacy of the organizational, administrative and accounting structure and its concrete functioning. It can also exercise, upon exceeding the limits referred to in par. 1, art. 31, the statutory audit. In this case, the Supervisory Body is made up of statutory auditors registered in the appropriate register. The supervisory body also carries out tasks of monitoring compliance with civic, solidarity and social utility purposes, and certifies that any social report has been drawn up in accordance with ministerial guidelines. The social report acknowledges the results of the monitoring carried out by the auditors.
The members of the control body may at any time proceed, even individually, to acts of inspection and control, and to this end, they can ask the administrators for information on the progress of corporate operations or on certain business.
The control body maintains the book in which the results of the checks and controls carried out are reported, participates by right in the meetings of the Assembly and the Council of administration with the right to speak, but without the right to vote.
If the Supervisory Body does not exercise accounting control and if the requisites provided for by the law are met, the Foundation must appoint a statutory auditor or a statutory auditing company registered in the appropriate register.

Article 21

General Manager and Administrative Secretariat
The General Manager, where established, is appointed by the Council of administration, among people with proven and specific experience in the areas of interest of the Foundation. Upon appointment, the Council of administration determines the nature and qualification of the relationship, as well as its duration.
He oversees the management of the Foundation’s activities, gives appropriate instructions to the structure for their execution and takes care of the implementation of the resolutions of the Council of administration.
In particular, he carries out the following tasks:

maintain ongoing contacts with public and private offices, entities and organizations that affect the Foundation’s activities;
carry out all those operations delegated to him by the Council of administration, including those concerning both the organizational and financial aspects connected to the ordinary management and functioning of the Foundation in general;
sign correspondence, deeds and / or series of deeds specifically delegated to him by the Council of administration;
take care of the executive aspects of the projects;
direct the staff of the Foundation and arrange the organization of the Foundation’s offices;
identify his own vicar, who replaces him in case of absence or impediment.

The General Secretariat, headed by the General Manager, is made up of a variable number of members appointed by the Council of administration.
The General Secretariat is an auxiliary office within the Foundation for its effective execution, takes care of the implementation of the resolutions of the Foundation Bodies, prepares, stores and processes the documentation necessary for the good administrative and management performance of the Foundation, making its own skills and means with which it is equipped.

Article 22

Arbitration clause
All disputes relating to this Statute, including those relating to its interpretation, execution and validity, will be defined in accordance with the provisions of the Arbitration Chamber of Lucca, according to the legislation in force from time to time.

Article 23

Dissolution
In the event of its dissolution for any reason, the Foundation will appoint one or more liquidators and will decide, subject to the positive opinion of the Office referred to in Article 45, paragraph 1, of Legislative Decree 117/17 and, unless otherwise intended, imposed by law, on the devolution of the residual assets to other third sector entities according to the provisions of the competent corporate body or, failing that, to the Italia Sociale Foundation.

Article 24

Closing rules
For what is not expressly provided for by this Statute, by any internal Regulations and by the resolutions of the bodies of the Foundation, the provisions of Legislative Decree 3 July 2017, n. 117 (Third sector code) and subsequent amendments and, to the extent compatible, by the Civil Code, are applied.

Article 25

Transitional rule
In relation to the provisions of Article 101 of Legislative Decree 117/17 up to the operation of the single national Register of the Third Sector, the previous regulations continue to apply for the purposes and for the effects deriving from the registration of the entity in the Register of legal entities under private law; likewise, the effectiveness of all statutory changes connected with the entry into force of the provision, including the name, which will take full effect without the need for further changes from the first application of the new ETS legislation is suspended.
Furthermore, in order to allow an orderly transition to the new administrative structure, the current bodies remain in charge until the approval of the financial statements following the approval of these statutory amendments by the supervisory authority and therefore predictably with the financial statements closed on 31/12 / 2020.