Statute & Regulations
Art. 1 – Name and location.
1.1 A foundation called FONDAZIONE ITALO is constituted, that is ITALO FOUNDATION, hereinafter briefly indicated by the term “Foundation”.
1.2 The Foundation has its legal, administrative and management headquarters in Milan, Galleria San Babila n. 4 / B. The registered office can be transferred, pursuant to art. 15, by decision of the Board of Directors; in any case, the registered office must be in Lombardy, or in any part of Italy if the Foundation requests and obtains legal recognition at the national level.
Art. 2 – Purpose and object.
2.1 The Foundation’s aim is to promote every aspect of research and applications in the field of cognitive sciences and thinking systems, whether natural or artificial, in order to improve people’s living conditions and the quality of the environment in which they live.
2.2 The Foundation pursues its aim by operating in an interdisciplinary manner in the following areas:
a) artificial intelligence, expert systems and more generally computer science;
b) robotics, electronics, mechanics, nanotechnology and more generally engineering;
c) materials science, biomaterials and more generally physical;
d) ethology, game theory, chaos theory, economics, statistics and more generally mathematics;
e) cognitive neuroscience, neurophysiology, genetics, anthropology and more generally biology;
f) cognitive psychology, study of emotions, linguistics, semantics and more generally art.
2.3 In particular, the Foundation can:
– promote, organize and manage training courses, seminars, conferences and conventions;
– promote and take care of the edition of books, monographs, research and scientific publications;
– provide students and researchers with grants, prizes and scholarships;
– provide other non-profit organizations with grants for the pursuit of purposes similar to those of the Foundation;
– manage direct interventions, such as the establishment and / or running of libraries, museums, research centers and schools of all levels;
– operate under the agreement with public bodies or bodies subject to public law;
– create or participate in consortia or even international groupings of non-profit organizations, establishing links with other initiatives and activities in the field of cognitive science.
2.4 The Foundation has no profit, neither direct nor indirect. The Foundation will be able to perform any instrumental operation in pursuit of the institutional purpose, including those of an economic and financial nature, provided they are carried out within the limits permitted by law, given the non-profit-making nature of the Foundation.
Art. 3 – Territorial limitation.
3.1 The Foundation can carry out its activity exclusively in the geographical area of the Lombardy region.
3.2 If the Foundation requests and obtains legal recognition at the national level, the aforementioned territorial limitation will lose its effectiveness from the date of the act containing the recognition mentioned above.
Art. 4 – Patrimony.
4.1 The patrimony of the Foundation is constituted by the received goods, described in the deed of incorporation.
4.2 The Foundation’s assets increase as a result of:
a) donations and legacies of money, movable and immovable property, including in the form of public subscription, possibly set up in separate administrations according to the wishes of the donors, with express constraint of destination to increase the patrimony;
b) amounts of operating surpluses or profits that the Board of Directors collocate to the reserve fund indicated in the art. 14.
4.3 The patrimony of the Foundation may include shareholdings in the capital of companies or other entities if these investments do not imply the assumption of unlimited liability. The Foundation may acquire equity funds from other entities and undertake to maintain – as far as possible – the original purpose, provided it does not conflict with its purposes.
4.4 The patrimony must be invested prudently and with the preservation of its value over the long term. The Foundation is forbidden to take out loans or other loans or to issue guarantees to anyone.
Art. 5 – Duration and extinctive causes.
5.1 The Foundation is established for an indefinite period, without any limitation on duration, and expires when one of the following causes arises:
a) the purpose has been achieved;
b) the purpose has become impossible.
Art. 6 – Foundation bodies.
6.1 The organs of the Foundation are:
a) the President;
b) the Honorary President, if elected;
c) the Vice-President;
d) the Board of Directors;
e) the Scientific Committee, if established;
f) the Benefactors Committee, if established;
g) the Board of Auditors or the Sole Auditor, if elected.
6.2 All roles are elective and free except for the reimbursement of expenses incurred for reasons of service and previously authorized by the Board of Directors.
Art. 7 – President.
7.1 The President has the legal and procedural representation of the Foundation, is by right the Chairman of the Board of Directors and presides over the meetings. The President:
a) summons and presides over the Board of Directors;
b) takes care of the implementation of the resolutions of the Board of Directors and keeps relations with the authorities and the public administrations;
c) signs the deeds and what is required for the explanation of all the businesses that are deliberated, supervises the good administrative performance of the Foundation, takes care of the observance of the statute and promotes the reform if necessary;
d) adopt, in case of necessity and urgency, any appropriate provision, subjecting it to ratification by the competent body in the first session after its adoption;
e) elects lawyers to represent the Foundation at any level of judgment and issues special powers of attorney for the performance of certain deeds or categories of deeds.
7.2 The President is elected for seven years and can be confirmed. The first President of the Foundation is elected for life.
Art. 8 – Honorary President.
8.1 The Honorary Chairman participates without voting rights in the meetings of the Board of Directors.
8.2 The Honorary President is elected for life or for a fixed number of years in the instrument of appointment.
Art. 9 – Vice-President.
9.1 The Vice-President replaces the President in case of his temporary absence or impediment.
9.2 The Vice-President is elected by a simple majority by the Board of Directors, is in charge for four years and can be confirmed. The Vice President is a member by right of the Board of Directors.
Art.10 – Board of Directors.
10.1 The Board of Directors has all the powers for the ordinary and extraordinary management of the Foundation. In particular, by way of example:
– approves the financial statements;
– plan the interventions and activities to be implemented;
– decides on the assignments and expenses necessary to achieve the institutional goals;
– arranges the investment and disinvestment of assets according to the criteria of convenience and security;
– provides for the management of voluntary and employee staff;
– authorizes the use of professionals and self-employed workers, defining tasks and compensation;
– authorizes the President to issue special powers of attorney for individual deeds or categories of deeds, setting limits and procedures.
10.2 The Board of Directors may delegate specific powers and / or functions to individual Directors or to third parties, establishing limits and methods of execution, but always in compliance with the prohibition of even indirect distribution of profits. The Board of Directors may elect committees, commissions, and study groups made up of persons not belonging to the Board itself, provided that these are advisory bodies without voting rights. The appointment must indicate the tasks, duration and mode of operation of each advisory body.
10.3 The Board of Directors is composed of a minimum of three and a maximum number of eleven members (the Council Members), who remain in office for five years – without prejudice to the different durations expected for the President, the Honorary President and the Vice-President – and can be confirmed. The number of members making up the Board of Directors is predetermined by the outgoing Board of Directors, or by the instrument of incorporation during the first appointments; in the absence of a resolution, the last approved number remains valid.
10.4 The Directors are elected by cooptation by the members and remain in office until the end of the five-year term of the other Councilors. Individuals of all nationalities who have proven experience in one or more areas of intervention of the Foundation can be elected as Councilors. At the end of the five-year term the outgoing Board of Directors elects the new Councilors by cooptation.
Art.11 – Scientific Committee.
11.1 The Scientific Committee may be established at any time by the Board of Directors and represents the advisory body for academic and technical matters. The Board of Directors is obliged to request the opinion of the Scientific Committee on strategic decisions concerning the institutional activity of the Foundation. The Scientific Committee formulates its opinion on the basis of its internal regulations – which it will adopt – and communicates it to the President of the Foundation within one month, or within 7 days for urgent matters. The opinion is not binding.
11.2 The Scientific Committee is composed of a minimum of three and a maximum number of fifteen members, who remain in office for the time provided for in the deed of appointment, established by the Board of Directors, and may be re-elected. Researchers, scholars, professors or, in general, persons widely known in their field of activity for works carried out and / or research carried out are eligible as members of the Scientific Committee. The Scientific Committee elects from among its members a president, who has the right to participate without the right to vote in the meetings of the Board of Directors.
11.3 The status of member of the Scientific Committee is lost due to one of the following causes:
a) term of office, in the absence of confirmation;
b) voluntary resignation, permanent impediment or death;
c) suspension, ordered by the Board of Directors by an absolute majority of its members, for serious facts that could undermine the reputation of the revoked member, such as violation of copyright or criminal convictions.
The functioning of the Advisory Committee, in terms of convocation, meetings and majorities, follows the same rules as the Board of Directors.
Art. 12 – Benefactors Committee.
12.1 Any person or entity that has made individual donations to the Foundation, by means of money or assets for a value not less than the limit set annually by the Board of Directors could be named “Benefactor”. In the absence of a resolution by the Board of Directors, the last regularly set limit is considered applicable. After 30 months from the last donation of not less than the aforementioned limit, the Benefactor lapses the active elective and passive right described below.
12.2 Benefactors meet in a Committee of Benefactors who, by a majority, elect from among its members a common representative, who remains in office for two years and can be confirmed. This representative has the right to participate without the right to vote in the meetings of the Board of Directors.
The functioning of the Committee of Benefactors, in terms of convocation, meetings and majorities, follows the same rules as the Board of Directors.
Art. 13 – Board of Auditors or Sole Auditor.
13.1 The Board of Auditors or the Sole Auditor is elected by the Order of Chartered Accountants and Accounting Experts of the Municipality where the Foundation is based, among persons registered in the Register of Auditors. The First Legal Auditor of the Accounts is elected by the Founder in the deed of incorporation of the Foundation. The body is made up of a minimum number of one to a maximum of five members, elected among the members of the Register of Statutory Auditors; each member remains in office for three years and can be confirmed. In the case of a collegiate body, a president and at least one alternate member must be elected from among its members.
13.2 The Sole Auditor or the members of the Board of Auditors are ineligible, or automatically lose their office if already elected, in the event of one of the following circumstances:
a) expiry of the three year period, in the absence of reconfirmation;
b) voluntary resignation, permanent impediment or death;
c) criminal conviction that has become final;
d) expulsion from the professional order of belonging;
e) a ruling in its own right to declare bankruptcy, incapacitation or prohibition from public offices.
Art. 14 – Ordinary management.
14.1 The financial year has an annual duration and coincides with the calendar year.
14.2 By April 30th of each year the Board of Directors must prepare and approve the financial statements for the previous year. If the Sole Auditor or the Board of Auditors is appointed, the financial statements must be deposited at the Foundation’s headquarters at least 15 days before the deadline to allow the Sole Auditor or the members of the Board of Auditors to examine it. The financial statements must be accompanied by a report illustrating the activity as a whole and the management performance of the Foundation, also with reference to the individual assignments made and donations or grants received. The report must also make explicit the investment and provisions policy. The report of the Board of Auditors or of the Sole Auditor, if elected, must also be attached to the financial statements.
14.3 The reserve fund is a part of the assets of the Foundation linked to the implementation of institutional and related activities. Every year the Board of Directors must allocate at least 20% (twenty percent) of the income to this fund.
14.4 All costs deriving from the ordinary management of the Foundation must be covered by the following income:
a) the income from the assets referred to in Article 4, net of the provision to the reserve fund;
b) donations including testamentary contributions and those not expressly linked to the increase in assets, by anyone made in favor of the Foundation, for any reason, relating to both movable property and real estate;
c) income deriving from any related or accessory activities to institutional activities.
14.5 The operating surpluses or profits must be used for the realization of the institutional activities and those directly connected. The Foundation is prohibited from distributing – even indirectly – operating surpluses and profits, as well as funds, reserves or capital during the life of the organization, unless the destination or distribution is required by law.
14.6 The Foundation uses in a decisive and prevalent way voluntary, personal and free services. The hiring of employees or the recourse to services of self-employment is allowed only within the limits necessary for the regular functioning of the organization or necessary to qualify or specialize the carried out activity.
Art. 15 – Extraordinary management.
15.1 Extraordinary management includes all the deeds that go beyond the ordinary administration of the Foundation and, in particular, the following:
a) spending or investment decisions totaling more than 25% (twentyfive percent) of the assets resulting from the last regularly approved financial statements;
b) the use, in whole or in part, of the reserve fund;
c) the transfer of the registered office and changes to the present statute, where permitted by law;
d) the closure of the Foundation.