What is the "Elsa and Aldo Antognozzi" non-profit Foundation?
The Elsa and Aldo Antognozzi non-profit Foundation was founded in 2011, at the behest of the spouses Aldo and Elsa Antognozzi and through their financial contribution.
The Foundation aims to support the activities of the members of the Family of the Immaculate Heart of Mary (see Article 2 of the Statutes), a private Association of faithful members approved by the Diocese of Rome. The Charism of this Association is shared by its religious Members, the Servants of the Immaculate Heart of Mary, by the religious Sisters Servants of the Immaculate Heart of Mary and by the lay Members. The Family of the Immaculate Heart of Mary (FCIM), following its specific Charism, aims to promote a genuinely Christian culture, by rescuing the spiritual and material poverty, both in Italy and in the countries where it operates abroad.
Therefore, the Elsa and Aldo Antognozzi non-profit organization wants to promote all the related activities of FCIM, which share these goals of human and social aid.
STATUTE OF THE FOUNDATION
"Elsa and Aldo Antognozzi Foundation"
Article 1 - NAME AND SEAT
The Foundation "Elsa and Aldo Antognozzi Foundation" is established, hereafter "the Foundation".
The Foundation is hereby established pursuant to D.Lgs. 3 July 2017, n. 117 (Reform of the Third Sector): until the establishment of the Single National Register of the Third Sector, the provisions of D.Lgs. 4 December 1997 n. 460 (discipline of the "O.N.L.U.S.") apply to it, as far as they are not repealed by the aforementioned rule.
Having obtained the registration in the Single Register of Third Sector Bodies, the Foundation may indicate in the documents and correspondence "Elsa and Aldo Antognozzi Foundation - ETS". Until then, the Foundation will use the acronym "O.N.L.U.S." in the denomination as well as in every distinctive sign and in every communication addressed to the public.
The foundation's headquarters are located in the Municipality of Rome, in Via di Villa Troili n. 56.
The Foundation, for the achievement of its purposes, operates in national and international territory. The administrative body may set up and abolish local offices and operational units; to transfer the address of the registered office and to establish any secondary offices both in Italy and abroad.
Article 2 - PURPOSE AND ACTIVITIES
The Foundation is non-profitmaking and pursues exclusively the purposes of social solidarity. The Foundation carries out activities in the charitable sector. In particular, the Foundation aims to support the activities of the members of the "Family of the Immaculate Heart of Mary", a private association of the faithful, approved in the Diocese of Rome pursuant to Cann. 299 and 321-329 C.I.C. by decree of 13-5.2005 of the Vicar General of His Holiness, based in Rome.
In order to achieve these objectives, the Foundation intends to carry out exclusively or principally the following activities of general interest, referred to in Art. 5 and 6 of D.Lgs. 117/2017:
education, instruction and cultural activities of social interest with educational purposes;
extra-school formation, aimed at preventing school drop-out, promoting educational success, preventing bullying and combating educational poverty;
organization and management of cultural, artistic or recreational activities of social interest, including activities, and non-editorial activities, to promote and disseminate the culture and practice of volunteering and activities of general interest referred to in this Article;
organization and management of touristic activities of social, cultural or religious interest, including activities of school fields, enhancement of historical, artistic, architectural, cultural and ethno-anthropological patrimony;
charity, distance support, free supply of food or products referred to in Law n. 166 of 19 August 2016, and subsequent modifications, or provision of money, goods or services in support of disadvantaged persons or activities of general interest under this Article;
promotion and protection of human, civil and social rights, also through the support, including economic when possible, of missionary activities and initiatives in support of the poorest and most disadvantaged areas of the world, including through development cooperation pursuant to Law n. 125 of 11 August 2014 and subsequent amendments;
education, instruction and vocational training, including the promotion and management of peer schools, also pursuant to Law n. 53 of 28 March 2003 and subsequent amendments, as well as cultural activities of social interest for educational purposes.
In order to achieve its objectives, the Foundation may collaborate, even under conventional arrangements, with associations, bodies and institutions, public and private, and may join regional, national and international bodies whose activities are directly aimed at the pursuit of purposes similar to those of the Foundation itself.
In order to achieve its objectives, the Foundation may also:
take out any appropriate act or contract, including for the financing of the deliberate operations, including, without the exclusion of others, the acceptance of finances and loans, in the short or long term, the rental, the acceptance in concession or loan or the purchase, in property or land rights, of real estate, the conclusion of agreements of any kind also transcribable in public registers, with Public or Private Bodies, which are considered appropriate and useful for the achievement of the Foundation's objectives;
administer and manage the assets owned, borrowed, loaned, or otherwise owned;
enter into agreements and contracts for the assignment to third parties, parts of the activities as well as specific studies and consultancy;
participate in associations, bodies and institutions, public and private, whose activities are aimed, directly or indirectly, at the pursuit of purposes similar to those of the Foundation itself; the Foundation may, if it considers it appropriate, also contribute to the formation of the bodies referred to above;
promote and organize events, conferences, meetings, proceeding to the publication of the relevant acts or documents, and all those initiatives and events suitable to promote an organic contact between the Foundation, the operators of the Foundation's sectors of activity and the Public;
provide awards and scholarships;
carry out study, training, courses and seminars relating, directly or indirectly, to the Areas of Interest of the Foundation;
to carry out any other suitable activity or to support the pursuit of institutional purposes.
In particular, it may:
set up, manage and supervise educational, cultural, social and spiritual initiatives, museums and libraries; organize exhibitions, conferences, performances, or events in general;
raise funds for the direct or indirect implementation of interventions, structures and services always within the scope of the purposes referred to in this Statute; carry out marketing activities, in an ancillary and instrumental way to the pursuit of institutional purposes, in particular with reference to the publishing and audiovisual sector in general, within the limits of current laws, and to that of ancillary advertising articles.
Article 3 - SECONDARY ACTIVITIES AND FUNDRAISING
The Foundation may carry out activities other than those referred to in the previous article, provided that they are secondary and instrumental in relation to them, and according to the criteria and limits laid down in the decree of the Ministry of Labour and Social Policies, pursuant to Art. 6 of D.Lgs. n. 117/2017.
Within the limits indicated above, the identification of such additional secondary and instrumental activities is left to the Board of Directors.
The Foundation may carry out fundraising activities, according to the criteria and within the limits referred to in Article 7 of the aforementioned D.Lgs. n. 117/2017.
Article 4 - ASSETS
The Foundation's assets, including any revenues, annuities, income, revenues in any case denominated, are used for the performance of the statutory activity for the exclusive pursuit of the charitable, civic, solidarity and social utility purposes referred to in article 2 above, and consists of:
The Endowment Fund is intangible and consists of:
initial endowment fund specified in the instrument of incorporation; this asset may be financed by donations, bequests, contributions or other benefits that will be received with this specific destination by parts of promoters, as well as by those who, sharing their purposes, want to contribute to their achievement;
on the part of unused annuities and from the generated income (in whole or in part) which, by resolution of the Board of Directors, may be intended to increase the assets;
contributions allocated to the assets by the European Union, the State, local and regional authorities and other public bodies, where their allocation to the endowment fund is specifically requested.
The Management Fund is freely usable for institutional and related activities, and consists of:
income from assets and from the activities of the Foundation itself;
any donations or testamentary provisions;
purchases made with the use of the management fund, where not expressly intended for the endowment fund by the Board of Directors;
any other contributions granted by the State, local authorities or other public and private bodies;
contributions in any form granted by founders,
ordinary benefactors and participants;
revenues from institutional, ancillary, instrumental and related activities, including funds from occasional public collections;
unused incomes or management surpluses (in whole or in part), if not intended to increase the assets (Endowment Fund) by a special resolution of the Board of Directors.
All the Foundation's resources will be used for the pursuit of the objectives and for the functioning of the Foundation.
Article 5 - FINANCIAL YEAR AND AMENDMENTS TO THE STATUTES
The annual financial year shall begin on 1 January and end on 31 December of each year.
By April 30th of each year, the Board of Directors approves the financial statements, drawn up in accordance with the provisions of art. 13 of the Third Sector Code, as well as the social balance sheet in the event that the requirements of art. 14 of the Third Sector Code.
For the purposes of Art. 8 of D.Lgs. 117/2017, the distribution of profits and surpluses of management, funds and reserves, however named, to Founders, Workers, Collaborators, Directors and other members of the corporate bodies is prohibited, even in the event of withdrawal or other hypothesis of individual dissolution of the association relationship.
It is obliged to use the profits or surpluses of management for the implementation of institutional and closely related activities.
Amendments to the Articles of Association, provided that they are compatible with the laws in force and with the nature of the Foundation, must be proposed and approved by the Board of Directors, with a qualified majority of at least two thirds of the members.
Article 6 - FOUNDERS, AND VOLUNTEERS
The founders are Elsa Carini and Aldo Antognozzi.
They are Volunteers (pursuant to Art. 17 D.Lgs. 117/2017 and with the obligation to register in the appropriate register once established) people, who by their free choice, carry out activities in favor of the community and the common good, also through the Foundation, making available their time and skills to promote response to the needs of people and communities benefiting from their action, in a personal, spontaneous and free, non-profit-making, not even indirect, and exclusively for solidarity purposes. The activity of the volunteer may not be paid in any way by the Foundation or even by the beneficiary of the activity.
The volunteer may be reimbursed by the Foundation only the expenses actually incurred and documented for the activity provided, within maximum limits and under the conditions previously established by the Institution itself. In any case, lump sum refunds are prohibited.
The status of volunteer is incompatible with any form of employment or self-employment relationship and any other paid employment relationship with the Foundation.
The acceptance of the new volunteer is decided by the Board of Directors by an absolute majority, according to non-discriminatory criteria consistent with the activities of general interest pursued.
The application for admission must be submitted to the administrative body at the request of the person concerned. The resolution shall be communicated to the person concerned and noted in the volunteer book.
The Board of Directors must within sixty days justify any resolution rejecting the application for admission and communicate it to the interested parties.
The provisions of Art. 18 of D.Lgs. 117/2017 (compulsory insurance).
The provisions of Art. 23 of D.Lgs. 117/2017 do not apply.
Article 7 – ORGANS OF THE FOUNDATION
Organs of the Foundation are:
the Board of Directors;
the Chairman of the Board of Directors;
the Supervisory Organ.
Article 8 - BOARD OF DIRECTORS
The Board of Directors takes care of the ordinary and extraordinary administration of the Foundation.
It consists of a variable number of members, from a minimum of six to a maximum of eight. Its composition is as follows:
the President of the Foundation, in the person of the Pro-Tempore President General of the Private Association of The Faithful called "Family of the Immaculate Heart of Mary", who in turn is the pro-tempore Minister General of the Institute of the Servants of the Immaculate Heart of Mary.
the President shall remain in office as long as he holds the office of President-General of the said Association;
a member in the person of the Superior General pro-tempore of the Institute of the Servants of the Immaculate Heart of Mary;
two members designated among the religious of the Institute of the Servants of the Immaculate Heart of Mary;
two members designated among the nuns of the Institute of the Servants of the Immaculate Heart of Mary.
The Board of Directors may co-opt up to two other members among persons deemed useful to the Foundation's work, for the period of time indicated in the co-optation resolution.
The members of the Board of Directors last six financial years and expire with the approval of the final financial statements for the last financial year.
If a component is not missing, it will be replaced in the manner provided for the appointment of the Directors.
In particular, the loss of the position of Minister General or Superior General, entails the immediate replacement of the position of Director with the new person who has assumed the position of Minister General or Superior General. The offices of the members of the Board of Directors are carried out free of charge, except for the reimbursement of expenses incurred and previously approved by the Board itself and any compensation decided from time to time by the Board in relation to any particular tasks assigned. The Board of Directors, in particular:
approves the annual report of the Chairman of the Board of Directors on the work of the Foundation and the general lines of its development;
prepares the final and preventive balance sheet or, in the cases provided for in paragraph 2 of art. 13 of the Third Sector Code, the statement for final cash;
prepares, if it deems it appropriate, one or more Foundation Regulations;
decides on the contracts to be concluded in the interest of the Foundation and on active and passive slings, delegating the President to the exercise of the related obligations;
decides on the acceptance of donations or testamentary legacies, subject to not accepting them, if the nature of the assets, or the current or forward-looking financial conditions of the Foundation do not guarantee the balance of management in relation to the obligations to be assumed, delegating the President to the exercise of the related obligations;
prepares and implements the Foundation's work and intervention programmes, in accordance with the Directives of the Governing Council;
decides on the allocation of sums and assets not made to the Foundation's assets;
decide on any collaboration agreements between the Foundation and other bodies or individuals, setting the conditions and on any contributions and/or grants to initiatives of other bodies or associations of any kind, which correspond for the purposes pursued by the Foundation;
The Board of Directors may also assign special tasks to individual directors, even with the power of sub-delegation, setting their powers and limits.
Members of the first Board of Directors, are appointed in the instrument of incorporation, always according to the above criteria.
The Board of Directors shall meet at the request of its Chairman or at the request of at least two members. The convocation shall be brought to the attention of all eligible persons in the manner deemed most appropriate and documented, with an indication of the place and agenda to be dealt with. Presence by delegation is not allowed.
The Council shall meet at least once a year, shall be chaired by the President and shall be validly constituted when a majority of the members are present and shall act by a majority of those present. In the event of a tie, the vote of the President or, in his absence, of the Secretary-General shall prevail. Participation in the Council shall be a free of charge, subject to reimbursement of expenses incurred, provided that they are duly justified. The resignation of the director must be submitted in writing to the Board of Directors, which shall act on the matter.
Art. 9 - CHAIRMAN OF THE BOARD OF DIRECTORS
The President of the Foundation is the pro-tempore General President of the Private Association of The Faithful called "Family of the Immaculate Heart of Mary", who in turn is the pro-tempore Minister General of the Institute of the Servants of the Immaculate Heart of Mary. The Chairman of the Board of Directors is appointed for the first time at the time of the establishment of the Foundation, later coinciding with the position of General President in the Association "Family of the Immaculate Heart of Mary".
The Chairman of the Board of Directors has the legal representation of the Foundation before third parties and in court and takes care of the execution of the resolutions of the Board of Directors.
For the completion of ordinary/extraordinary administrative acts, it must be authorized in advance by the Board.
The President shall take, using cases of necessity and urgency, any appropriate measure relating also to extraordinary acts, with the obligation to report in writing to the first Council to be convened within 30 days for the ratification of its work.
In case of predecease, resignation or dismissal of the Minister General of the Institute of the Servants of the Immaculate Heart of Mary, the office of President of the Board of Directors is entrusted to the Secretary General, for the acts of the ordinary administration only, until the appointment of the new Minister General.
Article 10 - SECRETARY-GENERAL
The Board of Directors appoints the Secretary-General who remains in office for the duration of the Council.
The Secretary-General shall perform all the functions assigned to him by the Board, assisted by the Chairman of the Board of Directors, of which he implements the provisions; it supervises all the Foundation's offices and services, including those of an economic nature, and provides for the proper performance of them.
The Secretary-General may be given powers of signature and representation of the Foundation before third parties, without prejudice to his role in the absence or impediment of the President, with consequent powers of representation, referred to in art. Articles 8 and 9 of this Statute. It acts as treasurer and oversees the proper economic management of the Authority.
It also acts as the Foundation's operational manager and in particular provides for the organisational and administrative management of the Foundation, as well as for the organization and promotion of individual initiatives, providing the necessary means and instruments for their concrete implementation.
Article 11 - SUPERVISORY ORGAN
Control over the Foundation's activities is exercised by a Supervisory Body composed of three full members (collegiate body) or a single full member and an alternate (monocratic body).
Article 2399 of the Civil Code shall apply to the members of the supervisory body. The members of the supervisory body shall be chosen from among the categories of persons referred to in the second paragraph of Article 2397 of the Civil Code. In the case of a collegiate supervisory body, these requirements must be possessed by at least one of the members.
The members of the organ shall last for three years and may be reappointed. They may be revoked for good cause by the person with the power of appointment.
The Supervisory Body supervises compliance with the law and the Statute and compliance with the principles of correct administration, also with reference to the provisions of D.Lgs. of 8 June 2001 n. 231, if applicable, as well as on the adequacy of the organizational, administrative and accounting structure and its concrete functioning.
This body shall draw up its own report on the balance sheet or the financial statement.
It shall also exercise audit in the event that a person responsible for auditing the accounts is not appointed.
The supervisory body carries out tasks of monitoring compliance with civic, solidarity and social utility purposes, having regard to the provisions referred to in Articles 5, 6, 7 and 8 of the aforementioned Third Sector Code and attests that the social balance sheet, if prepared, has been drawn up in accordance with the guidelines referred to in Art.14 of D.Lgs. 117/2017. The social balance sheet gives an account of the results of the monitoring carried out by the Supervisory Body.
The Supervisory Body may at any time also proceed individually with acts of inspection and control, and to this end may ask the directors to monitor the progress of social operations or particular activities.
The members of the supervisory body, with the exception of alternates, shall be entitled to remuneration decided upon when appointed and, if approved by the Board of Directors, to reimburse the costs incurred for reasons of work.
In compliance with the provisions of Art. 31 of D.Lgs. n. 117 of 3 July 2017 (Third Sector Code) and to exceed the limits provided for therein, the Foundation will be subject to the legal audit of the accounts and the Board of Directors will provide the relative task to a statutory auditor or audit company, also determining the compensation.
If the members of the Supervisory Body are all subjects registered in the register of Statutory Auditors kept by the Ministry of Economy and Finance, the legal audit can also be entrusted to that body, determining a specific compensation.
Article 12 - DISSOLUTION
The Board of Directors, which decides on the dissolution of the Foundation, appoints the liquidators and establishes the criteria for the devolution of the remaining assets.
In accordance with Art. 9 of D.Lgs. 117/2017, in case of extinction or dissolution, the residual assets are devolved, after positive opinion of the Office referred to in art. 45, paragraph 1 of the aforementioned Decree, and unless otherwise imposed by law on other Third Sector Bodies according to the provisions of the statutes or the competent social body or, failing that, to the Fondazione Italia Sociale, without prejudice to different terms and conditions resulting from subsequent amendments or additions of the aforementioned legislation, or subsequent ancillary rules and regulations.
The opinion is given within thirty days from the date of receipt of the request that the entity concerned is required to forward to the aforementioned Office with the registered letter A/R or, in accordance with the provisions provided for by D.Lgs. 7 March 2005 n. 82, after which the opinion is intended to be positive. Acts of devolution of the residual assets carried out in the absence of or contrary to the opinion are null and void.
The application of the O.N.L.U.S. regulations on the devolution of assets shall not be affected for any transitional period.
Article 13 - COMPETENT COURT
For all disputes that arise between the Foundation and each member of the statutory bodies, including those that we have as our object available rights and /or appeals of decisions of the statutory bodies, the Court of Rome will have jurisdiction.
Article 14 - REFERRAL PROVISIONS
For what is not provided for in the instrument of incorporation and this Statute, the provisions of the Civil Code, D.Lgs. n. 117 of 3 July 2017 and related implementing decrees, of the national and regional legislation on the subject apply.
COPY ON COMPUTER SUPPORT IN ACCORDANCE WITH THE ORIGINAL DOCUMENT ON PAPER PURSUANT TO ART.22 OF D.LGS. NO. 82 OF 7 MARCH 2005 AMENDED BY ART. 15 OF D.LGS. 235 OF 30 DECEMBER 2010.