Art. 1 – CONSTITUTION AND NAME
A Foundation called “Southern Foundation for the cooperation and development of Mediterranean countries in abbreviated FONMED“ based in via Benedetto Croce 10 – 84121
SALERNO (SA) . The Foundation assumes in its name and in any distinctive sign or communication addressed to the public the locution ". Individuals and public or private bodies can join with a minimum endowment of 1,000.00 (one thousand/00) euros, . Admission is approved by the shareholders' meeting e by its proxy by the Board of Directors with the majority of two thirds of those present. In the absence of the Board of Directors by the President of the Foundation
Art 2 – LOCATION AND DURATION
The Foundation carries out its activity mainly in the territorial area of Campania, in the regions of Southern Italy and in the countries of the Mediterranean basin, it is not for profit and any profits must be destined to the realization of institutional purposes. Delegations and offices may be established both in Italy and abroad, in order to carry out promotional activities as well as development and increase of the necessary network of relationships on an ancillary and instrumental basis with respect to the aims of the Foundation national and international support to the Foundation itself. The Foundation has its registered office in Salerno at Via Benedetto Croce n.10 – zip code 84121 ITALY
The Foundation will carry out its activities until 31 (thirty-first) December 2063 (two thousand and sixty-three) and may be extended.
Art. 3 – PURPOSE AND PURPOSE
The activities are carried out for reasons of social solidarity and are aimed at bringing benefits to disadvantaged people due to economic, social or family conditions.
The Foundation carries out its activities in order to contribute to the social, cultural growth, protection of the environment, biodiversity, cultural traditions, artistic and architectural and cultural heritage and the natural, urban and agricultural landscape.
The Foundation also:
a) is prohibited from distributing profits and operating surpluses as well as funds, reserves or capital during the life of the organisation;
b) has the obligation to use the profits or operating surpluses for the implementation of institutional activities and those directly connected to them;
For the statutory purposes, the Foundation aims to promote agreements with Institutes, Organizations and/or Associations, Organisms or Companies having purposes similar to those mentioned above, in particular with the coastal countries of the Mediterranean. It can therefore establish collaborative relationships with similar national and international bodies as well as enter into conventions, conclude agreements and sign contracts with Ministries, Universities, University Institutes, Associations, Chambers of Commerce, Mixed Chambers, Public Bodies, Private Bodies.
The activities of the Foundation will mainly address the following activities: education; training; promotion and enhancement of cultural, architectural, historical and religious heritage, protection and enhancement of the environment; promotion of eco/bio compatible alternative energies, promotes and disseminates sustainable agricultural practices such as organic farming, agriculture biodynamic, there permaculture, and biotechnology, aimed at improving the living conditions of disadvantaged people due to economic, social or family conditions; promotion of culture and art; protection of civil rights; scientific research of particular social interest, as defined by the dPR 14 June 2003, n. 135; in general the objectives of the Millennium Goals defined by'UN.
Particular importance for the Foundation assumes the commitment to support, promote, develop all practices and economic activities that have ethical principles and sustainable use of resources and the protection of the planet's natural resources and fundamental human rights, freedom of thought of speech of expression of religion of political choices and in general as well as fixed On December 10, 1948, by the United Nations General Assembly which approved and proclaimed the “Universal Declaration of Human Rights”.
The Foundation's activities also intend to encourage research and study activities, promoting research projects, granting scholarships, and raising funds for the achievement of the aforementioned purposes. You may also:
– promote and organize events, conferences, meetings, proceeding with the publication of the relative deeds or documents, and all those initiatives suitable for favoring organic contact between the Foundation and other operators in the same sector or in the sectors of culture, the environment, traditions and research;
– carry out, on an ancillary and instrumental basis to the pursuit of institutional goals, activities also with reference to the publishing and audiovisual sector and communication and information in general;
– carry out any other activity suitable to support the pursuit of these purposes;
– participate in regional, national and international tenders including EU ones for the financing of initiatives consistent with the purpose of the foundation;
– stipulate any appropriate deed or contract, also for the financing of the operations approved, including the lease, the assumption under concession or loan or the purchase, in ownership or surface rights, of real estate, the stipulation of agreements of any kind, also transcribed in public registers, with public or private entities, which are considered appropriate and useful for the achievement of the Foundation's purposes;
– identifies the strategies and elaborates the policies to promote and intensify the economic relations and collaboration between Italian companies and primarily with the companies of the countries bordering the Mediterranean;
– promote and participate in the establishment of associations and entities between Italian companies and companies from Mediterranean countries in order to bring benefits to disadvantaged people due to economic, social or family conditions.
The Foundation can participate in competitions or organizations of any kind for the realization of institutional purposes.
Art.4 ASSETS AND FINANCIAL MEANS
The patrimonial endowment of the Entity consists of assets indicated in the deed of incorporation, of which the present Statute is an integral part. This patrimony indicated in the deed of incorporation is the Endowment Fund, an intangible guarantee for third parties.
This patrimony may be increased as a result of new adhesions, acquisitions, inheritances, bequests and donations, in compliance with current regulatory provisions.
In addition to income deriving from any connected or ancillary activities, income from any commercial and/or production activities of goods or services will be managed with specific separate accounting in accordance with current legislation.
The foundation will be able to receive movable and immovable property and contributions from all those who share its aims, however always remaining autonomous in any manifestation of its activity.
The income from the assets and any income not intended to increase it, including contributions (public and private) and the proceeds of any initiatives promoted by the Foundation, constitute the means for carrying out the Foundation's activity.
The Foundation may accept donations or inheritances and obtain bequests. Donations and testamentary bequests are accepted by the Board of Directors, and in the absence of the Board of Directors by the President of the Foundation who decides on their use in harmony with the statutory purposes of the Foundation. Testamentary bequests are accepted with the benefit of inventory.
The Foundation is prohibited from distributing, even indirectly, profits or operating surpluses however denominated, as well as funds, reserves or capital during the life of the Foundation itself, unless the destination or distribution is imposed by law.
The Foundation must use any profits or operating surpluses to carry out its own institutional activities and those directly connected to them. The governing bodies of the Foundation, in particular the Board of Directors or in the absence thereof by the President/Sole Administrator, establish how much of the assets must be assigned to the reserve or Endowment Fund and how much to the Management Fund, i.e. how much used in the activities of the Foundation Foundation by establishing in the General Regulations any percentages to be assigned to management expenses and external activities
ART. 5 FINANCIAL YEAR
The financial year begins on January 1st and ends on December 31st of each year.
By 31 December of each year, the Board of Directors or the Chairman / Sole Director approves the forecast income statement and by 30 April and/or for special reasons possibly by the following 30 June the balance sheet, economic and financial statement for the year course. The forecast economic balance sheet and the economic and financial statement must, together with the minutes of the Council meeting in which it was approved, after having presented them to the assembly, must be deposited in the manner prescribed by law.
The bodies of the Foundation, within the sphere of their respective competences, may enter into commitments and assume obligations within the limits of the appropriations of the approved budget.
ART. 6 BODIES OF THE FOUNDATION
Bodies of the Foundation are.
- the Assembly of members (founders, adherents, meritorious);
-the honorary President;
- the President - Sole Director;
– the Vice-President and/or Vice-Presidents
- the Board of Directors;
- the Board of Auditors (or the Auditor);
- the Secretary and/or General Manager;
-the Scientific Technical Committee and/or scientific technical committees
-The Study Centre.
- Guarantee Ethics Committee
The bodies described may not always be present, with the exception of the shareholders' meeting and the president.
All elective offices have a duration of 5 (five) years except for the President who remains in office for seven years, and are free, except for the reimbursement of expenses and a possible flat-rate participation allowance, an amount established by the Board of Directors or by the President/ Sole Director.
In any case, the payment to the members of the Administrative and Control Bodies of individual annual emoluments exceeding 25,000 euros gross per annum is prohibited, except for a dispensation from the Shareholders' Meeting. The bodies of the Foundation, within the scope of their respective competences, may enter into commitments and within the limits of the approved budget appropriations.
ART. 7 ASSEMBLY
The Assembly is made up of all the members: the Founders, Adherents and Meritorious who, even after the constitution, have made the payments as indicated in article 1. It is chaired by the President of the Board of Directors or, in his absence, by the Deputy President or, in their absence, by the oldest founding member by membership and secondly by age.
The Assembly decides on the general guidelines of the Foundation, elects 2/3rds of the members of the Board of Directors. Each founder, adherent and meritorious member is entitled to one vote.
For the validity of the assemblies, both ordinary and extraordinary, in the first convocation it is necessary that at least the majority of the founders are present and the resolutions will be taken by majority vote.
In the case of a second call, the ordinary and extraordinary assembly will be valid whatever the number of founders present and will decide by simple majority.
The Assembly must be convened within 30 (thirty) June of each year, by the Chairman of the Board of Directors for the approval of the final economic and financial balance relating to the previous year.
The Assembly may also be convened whenever the Board of Directors or the President deems it necessary and must also be convened when a third of the founders make a written and motivated request.
or by 2/3 of the adhering and meritorious members. In this application, the applicants must indicate the topics to be covered as well as the place, date and time.
The summons must be sent by e-mail, letter, or fax or other traceable method of sending and receiving within the tenth day prior to that established for the Assembly to all members at the addresses indicated at the foundation. Without prejudice to Extraordinary Assemblies convened by the President who may reduce the calling times to just 48 hours.
The assembly resolves on the approval of the balance sheet and the final economic-financial statement, on the appointment of 2/3 of the members of the Board of Directors and of the Supervisory Body, on the amendments to the statute (with the modalities envisaged by any regulation) and on dissolution within the limits established by law. Minutes will be drawn up for each meeting.
ART. 8 FOUNDING MEMBERS
Founding members are all natural and legal persons who participated in the constitutive phase of the foundation.
The founding members may also designate by testamentary persons destined to succeed in the exercise of the prerogatives and rights referred to in this statute.
the title of founding member can also be acquired after the moment of foundation in the manner that the BoD will indicate in the General Regulations of the Foundation. Founder members cannot be excluded from the Foundation except for gross negligence.
Art.9 ADHERENT MEMBERS
Participants are natural and legal persons and collective bodies, even if they do not have legal personality, who submit an application for membership of the Foundation and contribute to integrating the assets with a contribution, in cash or in kind, no less than what will be established by the Board of Administration.
The determination of the value of the asset that will be acquired as part of the Foundation's assets takes place on the basis of market prices or by means of a specific expert estimate.
The Board of Directors of the Foundation or the President/Sole Administrator is responsible for accepting applications for membership. Applications that do not expressly declare that they share the goals and inspiration of the Foundation and that they accept its Statute and General Regulations cannot be taken into consideration under any circumstances.
Those who contribute to the Foundation cannot obtain the return of the disbursements made, nor claim rights to the assets. Members who do not comply with the financial commitments undertaken or who fail to fulfill the moral commitments of sharing the statutory purposes lose their status as members
ART. 10 WONDERFUL MEMBERS
The Board of Directors and/or the President/Sole Administrator can attribute the qualification of meritorious to natural or legal persons, public or private, and to entities that contribute to the purposes of the Foundation with particularly significant voluntary contributions, including their own professional contribution, or who have distinguished themselves for particular merits in civil society.
The Board of Directors will set up a Register of Meritorious, the maintenance and discipline of which will be defined with a specific regulation prepared by the Board itself.
Meritorious people who voluntarily contribute to the assets of the Foundation cannot obtain the return of the disbursements made, nor claim rights to the assets. Members who fail to comply with the financial commitments undertaken or who lose the requisites of honor and merit lose their status as meritorious.
ART. 11 BOARD OF DIRECTORS
The Foundation can be managed by a President/Sole Administrator or by a Board of Directors. The two different modes of government can be adopted in the Constitution phase or in a shareholders' meeting with 2/3 of the votes
If the Foundation is governed by a Board of Directors, this is made up of three to fifteen members appointed for the first time when the Foundation was established.
2/3 (two thirds) of the members of the Board of Directors are appointed by the Assembly, and 1/3 are appointed by the outgoing President and in any case the presence of the founding members must be guaranteed for at least two thirds of the BoD. This principle can be exceeded in the event that there are not enough Founding Members or by their formal renunciation of being members of the BoD, in which case both deserving members and adhering members as well as figures from civil society can be elected, in the absence of members who accept the appointment. Whenever a member of the Board of Directors ceases to exist, he is replaced by co-optation. The new members will forfeit their office together with the others at the end of the five-year period. The Board of Directors has all the powers necessary for the ordinary and extraordinary administration of the Foundation.
– delegates the President to sign the accounting deeds including those at the banking institutions or, on the proposal of the President, one of its members or the Secretary;
– program the Foundation's activities year by year to achieve the institutional goals;
– submits both the final balance and the budget for the following year to the approval of the Assembly;
– approves the acceptance of contributions, donations and bequests, as well as the purchase and sale of movable and immovable property;
– resolves on the admission of Adherent Members resolves on the appointment of Meritorious Members
– Deliberates the exclusion of Adherent and Meritorious Members who after repeated failure to fulfill the obligations and duties deriving from this Statute.
- resolves on capital increases;
– allocates, if there are no specific donor constraints, the funds to assets or management according to specific needs and for the purpose of pursuing the statutory purposes.
– provides for the recruitment and dismissal of personnel and determines their legal and economic treatment;
– provides for the establishment and organization of the offices of the Foundation;
– Can set up committees for specific projects and initiatives of the Foundation
– May set up a Study Center to process documents and research of specific interest to the Foundation
– approve any internal regulations;
– elect one or more Vice-Presidents among its members;
– appoint the members of the Scientific Committee; the members of the Study Center and the Committees;
– appoint, if any, the General Manager of the Foundation (or Secretary General), determining duties, qualification, duration and nature of the assignment;
– confer special duties on individual Directors, also with the power of delegation, establishing their attributions
– Drafts the General Regulations of the Foundation.
– Elects the President of the Foundation from among its members;
– Resolution on the acceptance of applications for admission of new members to the foundation.
The Board of Directors meets ordinarily 2 (two) times a year and in an extraordinary session whenever the President deems it necessary or a request is made by at least one third of its members. The Board of Directors is validly constituted with the presence of the majority of the members and the resolutions are adopted with the majority of those present.
In the event of a tie, the President's vote prevails. Attendance at the BoD cannot be delegated, so the vote cannot be given by representation. The notice of convocation of the Board of Directors with the related agenda must be sent by email and/or letter, email, PEC, registered mail, even by hand, or any other tracked means, at least 5 (five) days before the date fixed; in cases of urgency, the Board of Directors can be convened by telegram to be sent 24 hours before the time set for the meeting or by other technical means because it can be documented.
The minutes of the resolutions of the Board of Directors must be written in chronological order in a special minute book and signed by the Chairman and the Secretary. As an alternative to a "minute book", paper documents can be used that are progressively numbered and suitably archived. The Secretary, who performs the functions of secretary of the Board itself, participates in the meetings of the Board of Directors without the right to vote; in the absence of the Secretary, a member of the Board of Directors will be appointed "minute-taking secretary".
All the functions of the Board of Directors are performed by the President/ Sole Director (Presidente au) in the event that the Board of Directors is not established/elected during the constitution phase or by will of the assembly with at least 2/3 of the votes.
Art.12 THE PRESIDENT
The President of the Foundation is appointed in the constituent phase by the assembly and subsequently by a majority of the members of the Board of Directors among its members. The President has the legal representation of the Foundation, both in relation to third parties and in court. The President of the Foundation is also the President of the Board of Directors. The President remains in office for seven years and can be re-elected.
- convenes and chairs the Board of Directors, proposing the matters to be discussed in the respective meetings;
– appoints one third of the new Board of Directors upon its natural expiry
- sees to the implementation of the resolutions of the Board of Directors, also making use of the assistance of the Councilor-Secretary and/or the Secretary-General;
- sign all the deeds of the foundation;
- prepares the budget layout;
-provides for the execution of the resolutions of the Council and for relations with the guardianship authorities
- adopts in case of urgency any provision that it deems appropriate in the interest of the Foundation, then submitting it to the approval of the Board in its first useful meeting,
In the absence of the constitution or election of the Board of Directors, he performs all the functions of the Board of Directors in the figure of President/Sole Director (President au or in the term President CEO.)
He may delegate these tasks, in whole or in part, to the Secretary or to one or more members of the
Advise. The President of the Foundation is accountable for his work before the Board of Directors and/or the Assembly.
ART.13 VICE PRESIDENTS
The Foundation can have one or more Vice Presidents.
The Deputy Chairmen are appointed by the Board of Directors from among its members.
The Vice President can replace the President, in case of absence or impediment, with the same powers, if formally delegated. The Vice President's signature is full evidence of the President's absence or impediment based on the specific proxies received.
ART. 14 THE HONORARY PRESIDENT
It is a non-compulsory figure of particular prominence in the social life and/or of the foundation and is proposed by the president of the foundation to the assembly which votes on its appointment.
The duration of the honorary presidency is established in the general regulation. The figure of the honorary president does not have positions of responsibility in the management of the foundation but only of representation and spokesperson for the activities of the foundation itself. Participates by right but without vote in the Boards of Directors.
Art .15 CONTROL BODIES
The Board of Directors or the Chairman/Sole Administrator appoints, from the time of
Legal recognition of the Foundation, a Supervisory Body to guarantee the assets and third parties.
The Supervisory Body may alternatively consist of:
– a Board of Auditors made up of three effective members and two substitutes, appointed by the Assembly who remain in office for five years and can be re-elected either by a sole Auditor or by further solutions permitted by the Law in force at the time of the Juridical Acknowledgment. The Supervisory Body supervises the accounting and financial regularity of the Foundation's management. Furthermore, the control activity on the Foundation will be carried out by the Public Institutions indicated by the legislation in force.
Art 16 SCIENTIFIC TECHNICAL COMMITTEE
The scientific technical committee can be set up. If the constitution is approved by the BoD, it is appointed by the Board of Directors. The duties and functioning of this Body will be identified and regulated by the Administrative Body at the time of the appointment for the drafting of the general regulation of the foundation. The committees may also be sectoral and/or aimed at specific projects and/or missions.
The Scientific Committee is an advisory body of the Foundation and is made up of a variable number of members, chosen and appointed by the Board of Directors from among particularly qualified Italian and foreign natural and legal persons, bodies and institutions, of recognized prestige and mirrored professionalism in the fields of interest to the Foundation.
The Scientific Committee carries out, in collaboration with the Board of Directors of the Foundation, a technical-consultative function regarding the annual program of initiatives and any other matter for
which the Board of Directors expressly requests its opinion to define the cultural aspects or other clarification and assistance for all activities or individual events of significant importance.
The members of the Scientific Committee remain in office for five years and can be confirmed. The assignment may cease due to resignations, incompatibility or revocation.
The Scientific Committee is chaired and meets when convened by the President of the Foundation.
Art. 17 Guarantee Ethics Committee (CEG)
The Guarantee Ethics Committee (CEG) is set up, appointed by the Foundation's Shareholders' Meeting, which remains in office for five years.
The CEG analyzes and expresses an advisory opinion on projects and initiatives promoted by the Foundation on the proposal of the President. In particular, the CEG is responsible for assessing the strategic "consistency" of projects and initiatives with the social purpose of the Foundation.
The CEG is made up of a President and two members to be identified in the world of social, historical, cultural and economic sciences; in the world of professions and in the world of non-profit associations dedicated to humanitarian initiatives.
Art. 18 ACCOUNTING BOOKS
The accounting documentation is that required by the Financial and Tax Regulations of the sector of activity of the
Among the Foundation's books and essential accounting records that the Foundation must keep are:
1) the book of minutes of the meeting;
2) the book of minutes of the Board of Directors;
3) the accounting journal;
4) the inventory book,
These books must be: drawn up and kept in compliance with current legislation.
Art. 19 FINANCIAL YEAR AND BUDGET
The financial year of the Foundation runs from 1 January to 31 December of each year from the moment of the legal recognition of the Foundation.
At the end of each year, on the proposal of the Board of Directors, the Assembly approves the final balance sheet and the budget for the following year prepared by the Board itself, taking care to comply with the rules of orderly accounting.
Pending the acknowledgment phase, the financial year on which the final and budget balance and all the accounting entries are based is in any case from 01 January to 31 December of each year.
Art. 20 EXTINCTION OF THE FOUNDATION
The Assembly, with a majority of two thirds, decides on the dissolution of the Foundation, if it deems the statutory purposes exhausted or unattainable. In the event of dissolution of the Foundation, the Assembly will appoint one or more liquidators, equipped with the necessary powers. Pursuant to art. 28 of the civil code, when the purpose of the Foundation is exhausted or has become impossible (or of little use), or the assets have become insufficient.
the Shareholders' Meeting or the competent Authority may, instead of declaring the extinction, provide for the transformation into another legal form.
In the event of extinction, the assets will be donated to non-profit entities, for purposes of social utility having an analogous or similar object to that of the Foundation. Upon dissolution, the Foundation is obliged to donate the residual assets to other non-profit organizations that have purposes and purposes similar to the Foundation. , unless otherwise required by law.
Art. 21 REFERENCE RULE
For anything not expressly provided for in the deed of incorporation and in this statute, reference is made to the provisions contained in the General Regulations of the Foundation drawn up by the board of directors, to the Civil Code and to the provisions of the law on the matter.