BARSANTI AND MATTEUCCI FOUNDATION BYLAWS
A Foundation called the “BARSANTI AND MATTEUCCI FOUNDATION” with its head office in Lucca, has beeN constituted through the initiative and driving force of the Rotary Club of Lucca.
Delegations and offices may be constituted both in Italy and abroad for the purpose of carrying out promotional activities that are relevant and instrumental for the objectives of said Foundation, including development and growth of the necessary support network of national and international relationships.
Said Foundation has been set up in accordance with the principle and legal model of a Membership Foundation, within the context of the wider range of Foundations regulated by the Civil Code.
The Foundation is non-profit and may not distribute profits.
The Foundation, whose general objectives are to educate and instruct and likewise, to be a guide to knowledge, exists to:
-promote and publicize the scientific and experimental research carried out by the two illustrious scientists of Lucca; Eugenio Barsanti and Felice Matteucci, including references to the historical evolution of science and technology and to present future prospects;
-attempt to trace, purchase, preserve and explain the research, writings and works of said two scientists and to put the material to its best use, within the context of constant updating of a historical legacy of undoubtable scientific value;
– promote research in technology, with particular emphasis on the motor vehicle sector, through scholarships and prizes. In this context other research may be included, such as, the use of new engine fuels which, in comparison to traditional fuels, show particular advantages, such as being more economical and/or less polluting. Projects for improving production or machine standards, in any production or industrial sector, may also be considered.
Instrumental, additional and related activities
In order to fulfil its objectives, the Foundation, inter alia, may:
a)draw up any necessary deeds or enter into any necessary contract, including those for financing deliberated operations, and further including, but without excluding other deeds or contracts, taking out short or long term loans, purchasing property, either through ownership or building rights, making agreements of any kind, including those to be filed as public records, with public or private bodies, that are held to be necessary and useful for fulfilling the objectives of the Foundation;
b)administer and manage the assets of which it is owner, renter, lender or otherwise possessor;
c) be a member of private or public associations, foundations, bodies and institutions, whose activities involve, directly or indirectly, pursuing the objectives which are the same as those of said Foundation. The Foundation may, where it considers it useful, take part in constituting such bodies;
d) constitute or be part of investment companies whose activities are instrumentally and exclusively directed to pursuing the objectives of this statute;
3) promote and organize seminars, educational courses, study courses , exhibitions and meetings, with the publication of related deeds or documents, and all initiatives that are likely to promote useful contact between the Foundation operators in both national and international bodies, related employees and the general public;
f) organize exhibitions and shows in general;
g)making agreements which permit part of the activity to be entrusted to third parties establish prizes and scholarships;
i) carry out marketing activities that are relevant to and instrumental for pursuing the foundation’s objectives, including publishing and audio-visual sectors in general;
j) carry out any other activity which is suitable for or useful for pursuing the objectives of the Foundation.
k)promote and make the best use of the results of research, including acquiring industrial patents and finding the financial resources for their realization.
Properly qualified authorities supervise the foundation’s activities according to Article 25 of the civil Code and special laws on the matter.
The assets of the Foundation are composed of:
-endowments constituted of donations of funds or goods and property, or other utilities useful for pursuing the objectives of the Founders or other Members;
-goods and real estate which are o may be attained in anyway for the Foundation, including those acquired according to the norms of the statute;
-donations from corporations or private citizens with expressed destination for the incrementing the assets;
-monies gained, which my be used, with a motion of the Board of Directives, to increment the assets;
-contributions for the Foundation from the European Union, the State, the Region or other territorial or public corporations.
The Foundation’s funds are constituted by:
-annuities and proceeds derived from the assets and the activities of said Foundation;
-eventual donations or testamentary dispositions, which are not expressly designated as endowments;
-other eventual contributions from the State, the Region of Toscany, territorial corporations or from any other public or private corporations
-any contribution from the Members of the Foundation;
-instrumental, additional and related activities proceeds
The Foundation proceeds and resources are to be used for running said Foundation and for pursuing its objectives.
The financial Year starts on January 1 and ends on December 31 of each year.
Within the month of November the Board of Trustees approve the economical budget of the next financial year and the final balance of the past financial year, within the successive April 30, both prepared by the Board of Directors. The budget is made up of assets, profit and loss statement and integrative notes. When drawing up the budget, it must respect the surveying norms and principles of articles 2423 bis and after of the Civil Code.
The organs of the Foundation, within the limits of their respective duties, may form commitments and assume obligations within the limits of the approved budget.
The commitments and obligations, which are directly contracted by the foundation’s legal representative or by members of the Board of Directors , may not exceed the limits of the approved funds;
The expenses and obligations directly contracted by the legal representative of the foundation or by members of the Board of Directors, may not exceed the limits of the approved appropriations; the eventual annual residue must be used for the estate or assets reconstruction which are necessary due to the annual activity, foremost for incrementing the Foundation’s activities or to acquire capital goods which are used to increase and improve its activity.
The profits may not be distributed during the Foundation’s existence, if the destination or distribution are not legally obliged.
The members of the foundation are:
1. Founding Promoters
3. Institutional Members
The Patron Founder is the Rotary Club of Lucca – Via Beccheria, 29 c/o INA Assicurazioni.
The Founders are:
-Cassa di Risparmio Foundation – Lucca – Via S. Micheletto 3
-Banca del Monte di Lucca Foundation – Lucca – Piazza San Martino, 4
-Chanber of Commerce of Lucca – Corte Campana, 10
-Industrial Association of the Province of Lucca- Piazza Bernardini, 41
-Automobile Club Italia – Lucca – Via Catalani, 59
Institutional Members may be:
-Town council of Lucca – Via S. Giustina 6
-Town council of Capannori – Piazza Aldo Moro 1
-Town council of Pietrasanta– Piazza G. Matteotti 29
-Province of Lucca – Cortile Carrara
-Town council of Campi Bisenzio
In addition to said corporations, private or public bodies and corporations which contribute to the Donation Funds, for three years, to the Funds, through a monetary contribution, goods or services, in the form and minimal measure determined by the Board of Trustees, may become Institutional Members, nominated so by said Board of Directors according to the criteria ordered by the Board of Trustees, pursuant article 18 of this bylaw.
Private and juridical persons, as well as public or private corporations or other institutions abroad may be nominated Institutional Members.
The Board of Directors may nominate Members according to the criteria given by the Board of Trustees in art. 18 of the present bylaw. The Members are private and juridical persons, as well as public or private corporations or other institutions that share the Foundation’s aim, contribute to the life of said Foundation pursuing its objectives through annual donations, following the conditions and measures established by the Board of Directors that is with an activity, even professional, of particular importance and with donations of capital goods or real estate. The Board of Directors may determine the possible subdivision and regrouping of the Members into categories for activities or participation to the Foundation.
The Members may destine their contributions to specific projects of the Foundation’s activities.
The title of Institutional Member and Members lasts for the period the donations are regularly deposited.
-Historical Institute of Lucca – Lucca_ Cortile Carrara 12
-Universities of Pisa and Florence
-Ximenian Institute of Florence – Piazza San Lorenzo 6
-Cassa di Risparmio di Volterra Foundation
-Associazione Commercianti di Lucca – Via Fillungo
-Confartigianato Lucca – via del Suffragio
LUCAR S.P.A., BMW agent
-INA Assitalia – Lucca Agency
Private and juridical persons, as well as public or private corporations or other institutions abroad may be nominated Member.
Exclusion and forfeit
The exclusion of an Institutional Member for serious and reiterated non-fulfillment of the duties stated in this bylaw, is decided by the Board of Trustees with absolute majority (2/3), for the Members only the majority is necessary. Some reasons for exclusion are:
-non-fulfillment of the duties of depositing contributions predisposed by this bylaw;
-incompatible conduct with other members of the Foundation,
-behavior contrary to the duties of non asset services.
A corporation or persona may be excluded for the following reasons:
-extinction or death
Institutional Members and Members may, at any time, withdraw from the Foundation, provided that they have fulfilled their duties.
The Patron Founder and the Founding Members may not be excluded in any way from the Foundation.
Organs and Offices of the Foundation
The officers of the Foundation are:
-President of the Foundation;
-Board of Trustees;
-Board of Directors;
If instituted, the General Director and Administrative Secretary are offices of the Foundation.
President of the Foundation
The President of the Foundation, who is also the President of the Board of Trustees and of the Board of Directors, is nominated by the Board of Trustees and remains in office for four terms.
The President is the legal representative of the Foundation, acts and reacts to any administrative or juridical authority, by nominating lawyers.
He may delegate tasks to the Vice Presidents.
In particular, the President is responsible for relations with corporations, institutions, public and private companies and any other organism, so as to establish collaboration and support for the initiatives of the Foundations.
In case of absence, the President is substituted by the Vice Presidents.
Board of Trustees
The Board of Trustees is composed of a variable number of Members up to a maximum of fifteen.
The composition is as follows:
-five members nominated by the Foundation;
-two members of the Rotary Club of Lucca;
-up to five members nominated from the Institutional Members;
-up to three members chosen from the Members, even foreign ones.
The members of the Board of Trustees stay in office for four terms and may be renominated, save revoke by the subject that nominated him before the end of the term.
A member of the Board of Trustees which, without a valid reason, cannot participate to three consecutive meetings, may be declared forfeited by said Board. In this case, as in any other case of vacancy, the remaining members must supervise, in respect of the designations at the second comma, the co-opt of other members that will remain in office until the end of the term.
The Board of Trustees approves the objectives and programs of the Foundation proposed by the Board of Directors and verify the results of the Foundation’s management.
In particular, the Board of Trustees:
-decides annually the general guidelines of the Foundation’s activities for pursuing its objectives and of the activities stated in articles 2 and 3;
-approves explorer 1 the budget and final balance, preset by the Board of Directors;
-approves, when opportune, the Foundation’s bylaws, preset by the Board of Directors;
-nominate the President of the Foundation and, one or more Vice Presidents if necessary;
-nominate the members of the Board of Directors, and if necessary, the General Director;
-identify eventual Foundation departments and nominate eventual managers, determine their function, nature and term;
-institute the Honor Committee, determining the number of its components, term, tasks and actions;
-institute the Scientific Committee, determining the number of its components, term, tasks and actions;
-nominate the Auditor;
-deliberate eventual amendments,
-deliberate the dissolution of the Foundation and the donation of its assets.
The consent of the members designed by the Patron Founder
is however necessary for the validity of any motions for budget approval, nomination of the President of the Foundation, nomination of the General Director, acquisition or disposal of real estate and amendment approval.
Convocation and quorum
The Board of Trustees is convoked by the President by his own initiative, or on request, by at least one third of its members without formal obligations, provided a suitable form is used and is sent at least ten days before the date fixed for the meeting; in case of emergency or necessity, the communication may be sent three days before the fixed date.
The convocation notice must contain the agenda of the meeting, place and time. It can indicate the date and time of the subsequent meeting, and may establish that this may be fixed on the same day as the first meeting no less than one hour distant.
The Board is validly reunited at its first meeting with two thirds of its members present. The second reunion is considered valid if the majority is present.
The President presides over the reunion, and if he is absent, by an elder Founder member.
The Secretary is nominated each time from the members of the Board of Trustees.
A written record of each meeting is done and is signed by both the Secretary and he who presides over the meeting.
Board of Directors
The Board of Directors is composed of five members, including the President of the Foundation, all nominated by the Board of Trustees, that remain in office four terms and are all reconfirmable. The office of the Board of Directors is compatible with the office of the Board of Trustees.
The Board of Directors superviss the ordinary and extraordinary administration and the Foundation’s management, with criteria of economy, efficacy and efficiency for the plans, projects and budget guidelines approved by the Board of Trustees. In particular, the Board of Directors:
-predispose the programs and objective, that are presented annually to the Board of Trustees;
-predispose the rules of the Foundation to be presented to the Board of Trustees for approval;
-deliberate, in order of acceptance, inheritances, bequests and donations;
-predispose the budget and final balance;
-identify eventual operative departments or sectors of activities of the Foundation;
-deliberate, in order of admission, Institutional Members and Members.
For an improved efficacy, the Board of Directors may delegate part of its power to some of its members.
The Board of Directors is convoked by the initiative of the President or on request of one third of its members. No particular form is necessary for the convocation except suitable forms for all its members. It is validly constituted with the presence of the majority of its members in office and deliberates with the majority of its members.
The Scientific Committee is a consultative organ of the Foundation and is composed of a various number of members, chosen and nominated by the Board of Trustees from Italians and foreigners that are particularly qualified and important in the subjects of interest of the Foundation.
The Scientific Committee carries out the activity of consultation and collaborates with the Board of Trustees and the Board of Directors on defining the Foundation’s programs and activities. In particular, it gives opinions and proposals, as well as scientific and technical valuations of the projects submitted to the Foundation and in relation to the annual program of the initiatives and any other point which the Board of Trustees or Board of Directors necessarily need its opinion for defining the cultural and scientific aspects of the singular events of relevant importance.
The members of the Scientific Committee remain in office for three years and are reelectable. The charge may cease at anytime, for resignation, incompatibility or recession, without cause or reason necessary.
The Scientific Committee is convoked and presided by the President of the Foundation. The President may design a Coordinator of said Committee, who may be substituted in case of absence or unavailability.
The Honor Committee is a consultative organ of the Foundation and is composed of a various number of members, chosen and nominated by the Board of Trustees from Italians and foreigners that are particularly qualified and important in the subjects of interest of the Foundation.
The Auditor is nominated by the Board of Trustees and is chosen from the persons registered as a certified auditor. The Auditor is a technical consultative organ of the Foundation which, keeps accurate books and records, examines the proposals for the budget and final balance, write reports and verify the assets.
The Auditor may participate, without any right to vote, at the reunions of the Board of Trustees and the Board of Directors. The Auditor remains in office for four terms and may be reconfirmed.
General Director and Administrative Secretariat
The General Director, when and if established, is nominated by the Board of Trustees, on proposal of the Board of Directors, from experts in the sectors of interest of the Foundation. The Board of Trustees’s nomination determines the nature and qualification of said office, as well as, its term. The General Director supervises the management of the Foundation’s activities, imparts opportune instructions and supervises the fulfillment of the Board of Trustees and Board of Directors’s motions.
In particular, the General Director’s tasks are:
-continually keeps public relations with public and private offices, corporations and organizations that are interested in the Foundation’s activities;
-carry out all those operations that the Board of Directors delegates to him, including those tied to the organizational and financial aspects of the ordinary management of the Foundation;
-sign correspondence, acts and/or the series of specific acts delegated to him by the Board of Directors;
-preside over the executive aspects of projects;
-direct and manage the Foundation’s personnel and predispose the organization of the Foundation’s offices;
-identify a substitute for him in case of absence or impediment.
The Administrative Secretariat is an auxiliary internal office to the Foundation, and tends to the deliberations of the Foundation’s organs, predispose, conserve and elaborates the necessary documentation of the efficacious management and administration of the Foundation, by putting its skill and means to the the Foundation’s disposition.
All controversies relative to the present statute, including those inherent to its interpretation, execution and validity shall be defined according to the dispositions of the Chamber of Arbitration of Lucca
In case of dissolution, the Foundation’s estate and assets shall be donated, with a motion of the Board of Trustees, to other corporations that pursue the same objectives of the Foundation, that is, for public benefit.
The goods entrusted to the Foundation for use, at the moment of the dissolution, shall return to their owners.
Civil law dispositions shall be consulted for matters that are not specifically treated in this statute.
The Foundation shall be validly constituted and be immediately operative, upon the Patron Founder and Members adhesion to it.