TITLE ONE: NAME, REGISTERED OFFICE, OBJECT
ARTICLE 1
In order to continue and promote the activities of social welfare and help to the needy undertaken by the Notary ENRICO CASTELLINI during his life, it is set up by initiative of Notary Paolo Castellini a foundation named “FONDAZIONE ENRICO CASTELLINI”.
The Foundation has offices in Rome, Via dei Cosmati n. 9.
ARTICLE 2
The Foundation is a non-profit organization.
It pursues objectives of social care and welfare through financial assistance, usually granted in the form of contributions to costs, establishment of scholarships and promotion of volunteering in Italy and abroad.
Recipients of the Foundation grants are indigent individuals, or otherwise in poor economic conditions, the infirm, disabled, drug addicted, people with serious adverse events and in any case in similar situations of distress, with special attention to children and the elderly.
The Board of Directors may extend grants as described above to other subjects, however, only on assumptions connected to the purposes of the Foundation.
ARTICLE 3
Forms and modes of action used in carrying out the foundation’s purpose can be determined and governed by special regulations approved by the Board of Directors.
TITLE TWO: ENDOWMENT FUND
ARTICLE 4
The Foundation’s endowment fund consist of:
a) the allocation of € 503,000.00 (three thousand five hundred,zero zero);
b) bequests, donations and gifts by organizations and individuals;
c) contributions of Adherents;
d) the reserve funds.
ARTICLE 5
The Foundation provides for the achievement of its objectives with its assets, invested in accordance with the existing opportunities in the market.
A portion of the revenues of the endowment fund, to the extent determined annually by the Board of Directors, is set aside in a statutory reserve fund; other reserve funds with a specific destination can also be created.
TITLE THREE: BENEFACTORS AND ADHERENTS
ARTICLE 6
Will be qualified as “Benefactors” of the Foundation, the public and private entities, individuals and legal entities, companies and institutions in general, either Italians or foreigners, whose donations to the Foundation are very significant in amount.
The aforesaid qualification is purely honorary and is approved by the Board of Directors by a majority of its members. It lasts for the period determined by the Board of Directors.
Will get the title of “Adherents” to the Foundation, the public and private entities, individuals and legal entities, companies and institutions in general, either Italians or foreigners, who share the aims of the Foundation, contributing to the achievement of its objectives through annual cash contributions in the minimum size established by the Board of Directors.
The title of “Adherent” is purely honorary and lasts throughout the year for which the contribution was made.
TITLE FOUR: BODIES
ARTICLE 7
Bodies of the Foundation are:
a) the President of the Foundation;
b) the Board of Directors;
c) the Board of Auditors.
ARTICLE 8
The President of the Foundation is the Founder until he reaches 75 (seventy-five) years of age.
Later on, as hereinafter regulated, President of the Foundation will normally be a direct descendant of age of the Founder until it reaches 75 (seventy-five) years of age, designated by a majority of all the direct descendants of age.
Among the direct descendants – for the purposes of this article – are also included adoptive children.
The replacement of the President will also occur, in addition to the achievement of 75 (seventy-five) years of age, whenever by reason of death or impossibility, the appointed president cannot or do not want to continue in his office.
This system of identification of the President and the duration of his office will be continuing over time until there are direct descendants of age of the Founder.
In the event that within one month of termination for any reason of the office of President, the direct descendants of age of the Founder do not appoint the new President or any of them will or may want to hold such office or otherwise cannot be identified, in the manner setout above, the individual who may take office as President, the latter will be appointed by the President of the Notarial Council of Rome “at its own discretion” for a period of 5 (five) years, selected among individuals of particular importance for their moral and social merits; such office shall be renewable.
the President of the Notarial Council of Rome at the end of the mandate, assuming that there is no direct descendant of age of the Founder who can or want to assume that office, pursuant to the provisions of the preceding paragraphs, or in any case it is necessary to replace the President, shall appoint this person, choosing – always in his sole judgment among the individuals referred to above.
The appointment as President of a person other than a direct descendant of the Founder that take place under the procedures indicated in the preceding paragraphs will, as indicated above, have a term of 5 (five) years; if at termination there is a direct descendant of age of the Founder – designated by a majority of all descendants of age in a straight line – who can or will take the position, this person will take the office itself.
If for any reason it proved impossible to follow the above procedure for the appointment of the President of the Foundation, this will be appointed by the President of the National Council of Notaries for a period of five years chosen among the persons mentioned above in its sole discretion.
The President has the following tasks:
a) convene and chair the Board of Directors;
b) implement the resolutions of the Council;
c) adopt, in case of urgency, any appropriate measure, and report to the Council at its first useful session;
d) maintain the observance of the Statute and promotes changes;
e) appoint two members of the Board of Directors
f) hold the representation of the Foundation pursuant to Art. 13.
The President may delegate the duties referred to in point b) also to individuals not being part of the Council, who would then take the qualification of Directors.
The President shall appoint a member of the Board of Directors who would replace him in cases of absence or impediment.
ARTICLE 9
The Board of Directors is composed of five members, they – with the exception of the President – are appointed from among the following categories of people: among the relatives of the Founder in a straight line, among those who exercise or have exercised the profession of notary, a lawyer, a magistrate or a doctor, among those who hold or have held the title of director of the Bank of Italy or who are priests of the Catholic Church.
The Board of Directors consists of:
a) the President whose term of office is indicated in art. 8;
b) two members appointed for a term of five years by the President pursuant to art. 8, as part of the persons referred to in paragraph 1 of this Article;
c) two other members appointed co-opted – by the three members referred to in subparagraphs a) and b) – for five years as part of the persons referred to in paragraph 1 of this Article.
The Council shall appoint a Secretary who may be chosen outside of its components.
ARTICLE 10
The Board of Directors has powers of ordinary and extraordinary management of the Foundation.
In particular act in respect to:
a) changes to the Statute proposed by the President pursuant to art. 8;
b) the internal regulations;
c) the acceptance of bequests, donations and gifts;
d) the management of its assets, its use and allocation of revenues;
e) the measures referred to in art. 2;
f) the approval within the month of November of the provisional budget and within the month of June of the final accounts;
g) any agreements with other authorities.
The Board normally meets quarterly and whenever the Chairman deems it appropriate, the modalities of convocation of the meeting of the Board are laid down by its members with a special resolution.
For the validity of the Board resolutions it is required the presence of the majority of the directors in office.
The deliberations of the Board shall be taken by the affirmative vote of at least two members.
The minutes of the deliberations of the Board must be recorded in chronological order on a special book stamped, and they are signed by the President and Secretary.
ARTICLE 11
The Board of Auditors consists of three members chosen from those listed in the Register of Auditors. They must also be appointed two alternate members.
The first appointment of Auditors, including the President, is decided by the Founder. They hold office for a five year period and may be reappointed.
The appointment of following Auditors – for the same period of five years – is decided by the President of Chartered Accountants of Rome.
ARTICLE 12
The Auditors working collegially and exercise control over the administration of the Foundation and the regular bookkeeping. They examine the budget and the balance sheet and express their views through written reports.
They may attend the meetings of the Board of Directors.
The Board of Auditors shall meet whenever its Chairman deems necessary.
Decisions should be taken with a favorable vote of at least two of its members.
The minutes of the deliberations of the Board of Auditors must be recorded in chronological order on a special book stamped, they are signed by all participants at the meeting.
ARTICLE 13
The representative of the Foundation before third parties and in court is the President.
In case of absence and/or incapacity of the President, the representation belongs to the member of the Board of Directors appointed for that purpose under art. 8 above, whose signature is legally binding before third parties in absence and/or incapacity of the President.
ARTICLE 14
All board appointments are not remunerated.
TITLE FIVE: FINANCIALS
ARTICLE 15
The financial year of the Foundation begins on January 1 and ends on December 31.
TITLE SIX
ARTICLE 16
In the event of termination of the Foundation in accordance with art. 27 of the Italian Civil Code, all assets shall be donated to the “Cassa Nazionale del Notariato”.
TITLE SEVEN
ARTICLE 17
For matters not covered by this Statute must refer to the regulations in force..STATUTO FONDAZIONE