Lele Luzzati Foundation

Articles of Association of the Lele Luzzati Foundation ETS

ARTICLE 1 – Establishment – Name – Governing Law – Registered Office 1. Pursuant to Legislative Decree No. 117/2017, the Italian Civil Code and the applicable legislation, a Third Sector Entity (Ente del Terzo Settore) is hereby established under the name Lele Luzzati Foundation, constituted in the legal form of a foundation. 2. Upon registration in the National Single Register of Third Sector Entities (RUNTS), established pursuant to Legislative Decree No. 117/2017, the Foundation shall include the acronym ETS or the designation Ente del Terzo Settore (Third Sector Entity) in its official name and shall use such designation in all deeds, correspondence and public communications. 3. The Foundation has its registered office in the Municipality of Genoa. The Board of Directors may resolve to transfer the registered office within the same municipality without requiring any amendment to these Articles of Association, provided that the competent authorities are duly notified. The Foundation is established for an unlimited duration.

ARTICLE 2 – Purposes and Activities 1. The Foundation pursues civic, solidarity and social utility purposes on a non-profit basis through the exclusive or principal performance of the following activities of general interest pursuant to Article 5 of Legislative Decree No. 117/2017: - education, instruction and vocational training pursuant to Law No. 53 of 28 March 2003, as subsequently amended, together with cultural activities of social interest having an educational purpose; - activities for the protection and enhancement of cultural heritage and the landscape pursuant to Legislative Decree No. 42 of 22 January 2004, as subsequently amended; - the organisation and management of cultural, artistic and recreational activities of social interest, including publishing activities intended to promote and disseminate culture, volunteering and the activities of general interest referred to in this Article; - the organisation and management of tourism activities of social, cultural or religious interest. 2. Accordingly, the Foundation aims to: - promote and organise initiatives intended to foster knowledge and appreciation of the cultural, artistic, scenographic, theatrical and literary legacy of Emanuele Luzzati, while encouraging a broader interest in culture, the arts and the performing arts; - promote and organise research, study and enhancement of cultural heritage, regardless of its origin or nature; - promote research and knowledge relating to graphic arts, stage design and the applied arts connected with them; - promote and organise initiatives devoted to the study and enhancement of the history and traditions of painting, graphic arts and stage design; - acquire (including under loan agreements), preserve, enhance and manage the artistic heritage of Lele Luzzati, together with any cultural assets acquired by the Foundation under any legal title; - organise exhibitions, cultural events, conferences, research projects, publications, educational activities and public outreach initiatives, also in collaboration with public authorities and institutions, particularly the Liguria Region, concerning the work of the Master. Although its activities are primarily focused on the Liguria region, they may also extend throughout Italy and internationally. 3. In particular, the Foundation may: - organise and manage training programmes and professional development courses relating to the areas covered by its institutional purposes, in accordance with the applicable legislation; - establish prizes, scholarships and research grants; - acquire, lease, manage or otherwise hold movable and immovable property, facilities, equipment and materials necessary for carrying out its activities and achieving its institutional purposes; - carry out banking, financial, movable and immovable property transactions and apply for grants, contributions and loans; - promote cooperation agreements with scientific, cultural and performing arts institutions for the use of their assets in order to facilitate the Foundation’s research and activities, including the organisation of conferences and meetings; - encourage the development of institutions, associations and organisations pursuing objectives similar or complementary to those of the Foundation. 4. For the achievement of its institutional purposes, the Foundation may also: - enter into any agreements or contracts deemed appropriate, including financing arrangements, short- and long-term loans, leases, concessions, loan-for-use agreements, acquisitions of ownership or surface rights over real estate, as well as agreements with public and private entities considered useful for achieving its purposes; - administer and manage any assets owned, leased, held on loan or otherwise possessed by the Foundation; - enter into agreements and contracts for outsourcing specific activities, research projects or consultancy services; - participate in public or private associations, institutions and organisations whose activities are directly or indirectly connected with the Foundation’s purposes, including contributing to their establishment; - promote and organise conferences, seminars, public events and other initiatives, including the publication of related proceedings and documents, in order to foster meaningful dialogue between the Foundation, professionals operating in its fields of activity and the wider public; - award prizes and scholarships; - organise training activities, courses and seminars directly or indirectly related to the Foundation’s fields of interest; - engage, on a secondary and non-exclusive basis, in the marketing and sale of works of art and artistic products relating to the visual arts, graphic arts, publishing (both print and digital) and audiovisual media, including through the World Wide Web; - carry out any other activity conducive or ancillary to the pursuit of its institutional purposes. 5. In pursuing its objectives, the Foundation may join organisations that share its aims and methods and may collaborate with public and private bodies in order to achieve its statutory purposes. Under no circumstances may the Foundation be subject to the direction, coordination or control of public bodies or of the entities referred to in Article 4, paragraph 2, of Legislative Decree No. 117/2017.

ARTICLE 3 – Other Activities 1. Pursuant to Article 6 of Legislative Decree No. 117/2017, the Foundation may carry out activities other than those of general interest referred to in the preceding Article, provided that such activities are secondary and instrumental to its activities of general interest and are conducted in accordance with the criteria and limits established by the implementing decrees of Legislative Decree No. 117/2017 and the applicable legislation.

ARTICLE 4 – Allocation of Assets and Prohibition on the Distribution of Profits 1. Pursuant to Article 8 of Legislative Decree No. 117/2017, the Foundation operates on a strictly non-profit basis and excludes any direct or indirect distribution of profits. 2. The Foundation’s assets, including any income, revenues, proceeds or receipts of whatever nature, shall be used exclusively for carrying out its statutory activities and pursuing its civic, solidarity and social utility purposes. 3. During the lifetime of the Foundation, the distribution, whether direct or indirect, of profits, operating surpluses, funds, reserves or capital, however designated, to founders, members, employees, collaborators, directors or members of the governing bodies is prohibited, including in the event of withdrawal or any other form of termination of an individual relationship with the Foundation.
 

ARTICLE 5 – Assets 1. The initial endowment constitutes the Foundation’s assets and may subsequently be increased or supplemented by: - cash contributions, movable or immovable property, or other assets suitable for pursuing the Foundation’s purposes, contributed by the Founder and specifically allocated to increase the Foundation’s assets; - movable and immovable property acquired by the Foundation under any legal title, including assets purchased in accordance with these Articles of Association, provided they are specifically designated to increase the Foundation’s assets; - bequests and donations from public or private bodies expressly intended to increase the Foundation’s assets or otherwise allocated to its institutional purposes; - any portion of income not used during the financial year that the Board of Directors resolves to allocate to the Foundation’s assets; - capital contributions from the European Union, the Italian State, regional or local authorities, or other public bodies; - operating surpluses. 2. The Foundation shall pursue its purposes through the following financial resources: - income generated by its assets; - revenue derived from its activities of general interest pursuant to Article 5 of Legislative Decree No. 117/2017; - grants, contributions and donations from public and private entities intended to support its statutory purposes; - donations and testamentary bequests not expressly allocated to the endowment fund; - contributions, in any form, provided by the Founder; - revenue derived from the ancillary activities referred to in Article 6 of Legislative Decree No. 117/2017; - proceeds from the sale of books and works of art through the Foundation’s bookshop, ticket sales for exhibitions, events and performances, income from workshops and other activities organised directly by the Foundation or on its behalf, membership fees, subscriptions, income generated by the Foundation’s assets, and royalties arising from the use of images or other works by Emanuele Luzzati, where provided for in agreements between the Foundation and the heirs of Emanuele Luzzati. 3. Should the minimum asset threshold established by Article 22, paragraph 4, of Legislative Decree No. 117/2017 be reduced by more than one third as a result of losses, the Board of Directors, or, in the event of its inaction, the Supervisory Body, where appointed, shall promptly resolve either to restore the minimum assets or to transform, merge or dissolve the Foundation.

ARTICLE 6 – Members Persons or legal entities wishing to become Members of the Foundation, whether Italian or foreign, including individuals, companies, public or private bodies, foundations and associations, shall submit an application to the Board of Directors declaring their unconditional acceptance of these Articles of Association, the Foundation’s regulations and all resolutions adopted by the Board of Directors. Members may, under the terms established by the Board of Directors, access the Foundation’s premises and facilities, consult its archives, corporate records, workshops and documentation centres, including audiovisual collections, and enjoy preferential access to all initiatives organised by the Foundation. Following the mandatory and binding opinion of the Members’ Assembly pursuant to Article 9 of these Articles of Association, the Board of Directors, acting by a two-thirds majority of its members in office, may grant Member status to individuals or legal entities that contribute to the Foundation’s endowment or operating funds to a significant extent or whose prestige justifies such recognition, or to those who have rendered outstanding service in support of the Foundation. The Members’ Assembly may adopt its own regulations governing matters not specifically covered by these Articles of Association.

ARTICLE 7 – Exclusion and Withdrawal of Members The Board of Directors, acting by a two-thirds majority of its members in office, may exclude a Member in the event of serious or repeated breaches of the obligations arising from these Articles of Association, including, but not limited to: - acting in any manner contrary to the Foundation’s purposes or interests, or damaging its reputation; - failing to fulfil the financial contributions or other obligations required under these Articles of Association; - conduct incompatible with the duty to cooperate with the Foundation and its governing bodies; - behaviour contrary to the obligation to provide non-financial contributions where required. In the case of legal entities, exclusion may also result from: - dissolution for any reason; - commencement of liquidation proceedings; - bankruptcy or the initiation of insolvency proceedings, including out-of-court procedures. Members may withdraw from the Foundation at any time pursuant to Article 24 of the Italian Civil Code, without prejudice to the fulfilment of any obligations previously undertaken.

ARTICLE 8 – Governing Bodies 1. The governing bodies of the Foundation are: - the President; - the Board of Directors; - the Members’ Assembly; - the Supervisory Body; - the Statutory Auditor, where required pursuant to Article 31 of Legislative Decree No. 117/2017; - the Scientific Committee. 2. All offices are elective, have a term of four years and may be renewed for no more than two consecutive terms. Any appointments made to replace members during their term of office shall expire at the end of the original term.
 

ARTICLE 9 – Members’ Assembly 1. The Members’ Assembly is composed of all Members and shall meet at least once a year, either in person or by audio or video conference, provided that the principles of collective decision-making, good faith and equal treatment of Members are respected. In particular: - the Chair of the meeting, either personally or through the Chair’s office, must be able to verify the identity and entitlement of those attending, regulate the proceedings and ascertain and announce the results of the vote; - the person responsible for recording the minutes must be able to adequately follow the proceedings; - all participants must be able to take part in the discussion and vote simultaneously on the items on the agenda, as well as view, receive and transmit documents; - the notice convening the meeting shall specify the audio/video connection points arranged by the Foundation, and the meeting shall be deemed to take place at the location where the Chair and the Secretary are present. 2. The Members’ Assembly shall: - appoint the members of the Board of Directors; - issue advisory opinions and proposals concerning the Foundation’s activities, programmes and objectives, whether already established or to be defined; - issue a non-binding opinion on amendments to these Articles of Association proposed by the Board of Directors. 3. The Members’ Assembly shall be convened by the President of the Board of Directors, either on the President’s own initiative or at the request of at least one third of its Members, by means ensuring proof of receipt at least ten days before the meeting. 4. The notice of meeting shall specify the agenda, venue and time and may also indicate the date and time of a second meeting, which shall be scheduled at least twenty-four hours after the first. 5. Meetings shall be chaired by the President of the Board of Directors or, in the President’s absence or inability to act, by the Vice-President, if appointed, or otherwise by the oldest member of the Board of Directors. 6. At first call, the Members’ Assembly shall be validly constituted with the attendance of a majority of its Members. 7. At second call, the Members’ Assembly shall be validly constituted regardless of the number of Members present. 8. Each Member shall have one vote and resolutions shall be adopted by a majority of those present. 9. Minutes of each meeting shall be prepared and signed by the Chair and the Secretary. All Members shall pay an annual membership fee in the amount determined by the Board of Directors. Only Members who are up to date with payment of the annual membership fee shall be entitled to attend the Members’ Assembly.

ARTICLE 10 – Board of Directors 1. The Board of Directors shall consist of no fewer than three and no more than seven members appointed by the Members’ Assembly. Article 2382 of the Italian Civil Code shall apply. Directors shall fulfil the obligations set out in Article 26, paragraphs 6 and 7, of Legislative Decree No. 117/2017. 2. The Board of Directors may meet in person, by audio or video conference or by written vote. Meetings shall be validly constituted when a majority of Directors is present, and resolutions shall be adopted by a majority vote. In the event of a tie, the President shall have the casting vote, provided that more than two Directors are present and voting. 3. The Board of Directors shall meet, upon notice by the President, at least twice a year and whenever necessary, or at the request of at least one third of its members. In the latter case, the meeting shall be held within twenty days of receipt of the request. 4. Notice of meetings shall be given in writing, including by email, at least eight days in advance, except in cases of exceptional urgency, when a shorter notice period shall be permitted. 5. Any Director who, without justified reason, fails to attend more than three consecutive meetings shall automatically cease to hold office. Any vacancy resulting from resignation or removal shall be filled in accordance with the appointment procedure set out in paragraph 1 of this Article. 6. The Board of Directors shall govern the Foundation. 7. The Board of Directors shall, among other duties: - elect from among its members the President and, where appropriate, the Vice-President; - assign operational or functional responsibilities to its members; - appoint the Scientific Committee; - appoint any technical bodies provided for in the Foundation’s organisational structure; - prepare the annual financial statements and, where required, the social report, and ensure compliance with all statutory obligations; - implement the Foundation’s programme of activities, coordinate its execution and authorise related expenditure; - maintain the corporate records for which it is responsible; - decide on the recruitment or termination of employees; - ensure compliance with the requirements relating to registration in the National Single Register of Third Sector Entities and all obligations imposed by applicable legislation; - prepare and approve the Foundation’s internal regulations; - approve amendments to these Articles of Association. 8. The Directors shall have general powers of representation. Any limitations on such powers shall not be enforceable against third parties unless entered in the National Single Register of Third Sector Entities or unless it is proven that the third party was aware of them. 9. Members of the Board of Directors shall serve without remuneration.

ARTICLE 11 – The President 1. The President of the Foundation, who shall also serve as Chair of the Board of Directors, shall be elected by the Board of Directors from among its appointed members. The President’s term of office shall coincide with that of the Board of Directors. 2. The Board of Directors may remove the President from office by majority vote if the President fails to fulfil the duties assigned under these Articles of Association. 3. The President shall be the legal representative of the Foundation before third parties and in legal proceedings. The President shall convene and chair meetings of the Members’ Assembly, at least once a year, and of the Board of Directors, at least twice a year and whenever necessary. The President shall be responsible for the ordinary administration of the Foundation in accordance with the directives of these governing bodies and shall report regularly to the Board of Directors on activities carried out. 4. Only in cases of necessity may the President adopt urgent measures, which must be submitted to the Board of Directors for ratification at its next meeting and in any event within thirty days. 5. The Vice-President shall perform all the functions of the President whenever the latter is unable to act.
 

ARTICLE 12 – Supervisory Body 1. The Members’ Assembly shall appoint a Supervisory Body. It may consist of a single member or, alternatively, of three standing members and two alternate members. Article 2399 of the Italian Civil Code shall apply to the members of the Supervisory Body. Members shall be selected from the categories of persons referred to in Article 2397, paragraph 2, of the Italian Civil Code. Where the Supervisory Body is composed of several members, at least one of them must satisfy these requirements. Should the Members’ Assembly also assign statutory auditing functions to the Supervisory Body, all its members must be registered in the Register of Statutory Auditors. 2. The Supervisory Body shall: - supervise compliance with the law, these Articles of Association and the principles of sound administration, including compliance with Legislative Decree No. 231/2001 where applicable; - monitor the adequacy of the Foundation’s organisational, administrative and accounting structure and its effective operation; - where the thresholds established by Article 31 of Legislative Decree No. 117/2017 are exceeded, perform statutory auditing, if so resolved by the Members’ Assembly; - monitor compliance with the Foundation’s civic, solidarity and social utility purposes, with particular regard to the provisions of Legislative Decree No. 117/2017; - certify that the Social Report, where required pursuant to Article 14 of Legislative Decree No. 117/2017, has been prepared in accordance with the applicable guidelines. The Social Report shall include the results of the monitoring activities carried out by the Supervisory Body. 3. The Supervisory Body may carry out inspections and audits at any time and, for this purpose, may request information from the Directors regarding the Foundation’s activities or specific matters.

ARTICLE 13 – Statutory Auditor 1. A Statutory Auditor shall be appointed only in the cases provided for by Article 31 of Legislative Decree No. 117/2017 or whenever the Board of Directors considers such appointment appropriate. Where appointed, the office shall be held either by an individual Statutory Auditor or by a statutory auditing firm registered in the relevant official register, unless the auditing function has been assigned by the Members’ Assembly to the Supervisory Body referred to in the preceding Article.

ARTICLE 14 – Scientific Committee The Scientific Committee shall consist of individuals with recognised expertise and interest in the fields covered by the Foundation’s activities. Its members shall be proposed by the President or by other members of the Board of Directors and formally appointed by the Board at its first subsequent meeting. The Scientific Committee shall meet whenever considered appropriate by the President of the Board of Directors, including upon the recommendation of its members, and in any event at least twice a year. It shall serve in an advisory capacity, providing guidance, critical assessment and recommendations to support and stimulate the Foundation’s activities.

ARTICLE 15 – Annual Financial Statements 1. The financial year shall begin on 1 January and end on 31 December of each year. 2. The annual financial statements shall be prepared in accordance with the provisions of Legislative Decree No. 117/2017. 3. The Board of Directors shall prepare and approve the annual financial statements within four months of the end of the relevant financial year. Following approval, the Board shall ensure compliance with all filing requirements established by Legislative Decree No. 117/2017. 4. The Board of Directors shall document the ancillary and instrumental nature of the activities referred to in Article 6 of Legislative Decree No. 117/2017, as applicable, either in the mission report, in a note appended to the cash-basis financial statement, or in the notes to the financial statements.

ARTICLE 16 – Social Report 1. Whenever the conditions set out in Article 14 of Legislative Decree No. 117/2017 are met, the Foundation shall prepare a Social Report and fulfil all related legal obligations.

ARTICLE 17 – Statutory Records 1. The Foundation shall maintain all statutory records required under Legislative Decree No. 117/2017.

ARTICLE 18 – Distribution of Assets upon Dissolution 1. In the event of the Foundation’s dissolution or termination, any remaining assets shall, subject to the favourable opinion of the office referred to in Article 45 of Legislative Decree No. 117/2017 and unless otherwise required by law, be transferred to one or more Third Sector Entities, as determined by the Members’ Assembly or, failing such determination, to the Fondazione Italia Sociale.

ARTICLE 19 – Articles of Association 1. The Foundation shall be governed by these Articles of Association and shall operate in accordance with Legislative Decree No. 117 of 3 July 2017, its implementing provisions and all applicable legislation. 2. The Board of Directors may adopt implementing regulations governing the more specific organisational aspects of these Articles of Association.

ARTICLE 20 – Final Provisions 1. Any matter not expressly provided for in these Articles of Association shall be governed by the applicable legislation.

LLF_ETS_Statuto.pdf