Statute of Foundation & Partecipation

Section 1

Name, Purpose, Activities This act constitutes " Fondazione Ginevra Caltagirone non-profit organization," or simply called "Foundation" that takes its name in the classification of non-profit social organization that is distinctive and peculiar feature and it will be so called in any communication and external manifestation.

The purpose of the Foundation is carrying out exclusively, in Italy and abroad, assistance and charity in health and social care, particularly for programs aimed at caring for children and girls as well as support for research operations and training in medical and pharmaceutical, again with particular regard to the needs of healthcare professionals involved in the care of neonatal disease, or related to the growth of boys and girls.

Within these activities, Foundation will promote:

Training and information to those involved in fostering the professional growth of staff (volunteer and professional) that help boys and girls.
Creation and organization of Study Centers, Libraries and Archives specializing in the collection of documents, laws, articles, essays and studies of medicine and scientific research.
Collaboration with associations, organizations, institutions, universities, working groups, even informal, Italians and foreigners Study Centers and promote the emergence of other organizations, associations, trusts, companies that have similar aims, or instrumental relation to its activities.
Construction, even abroad, of structures to enable boys and girls who are particularly disadvantaged in order to support their studies, play, heal or otherwise live a better situation.

Above activities will be directed to the exclusive pursuit of social solidarity purpose and therefore the activity should be directed to the support of disadvantaged physically, mentally, economically, socially also in foreign communities.

Is strictly forbidden to practice different activities with the exception of those directly linked.

To achieve the aims of Statute, Foundation raises money, organizes events, meetings, recreational and cultural activities which have aim to raise funds or raise awareness on activities of research centers, associations, facilities health, public or private, that operate in the care of children. It can also organize training, conferences and debates for health professionals and promote projects to support, assistance and training for parents of children with developmental or neonatal disorders.

The Ginevra Caltagirone Foundation is a non-profit charitable organization.

Foundation can also edit magazines, books, websites, radio and television to disseminate publicly the news about activities and content of research, studies, surveys, conferences, seminars, and any other action that could be organized, promoted, or financed, to achieve the purpose of Statute, all within the limits and permissions set by current legal framework. Finally Foundation may promote the establishment of awards and scholarships for students who have distinguished themselves on the discussion of issues mentioned above.

It’s not allowed the Foundation to carry out activities other than those listed above except those directly connected or ancillary in nature to those statute , as supplementary to the same, to the extent allowed by D.Lgs. December 1997 n. 460 and subsequent amendments and additions.

Section 2

Instrumental activities, and related ancillary

To achieve its purposes the Foundation may include:

should act or enter into any contract for the financing of the transactions approved, including, without exclusion of others, taking loans, short or long term, the purchase of ownership or right of surface properties the stipulation of any kind also transcribed in public registers, with public or private, that are considered appropriate and useful for achieving the goals of the Foundation;
administer and manage property which is owner, lessee, or otherwise possessed;
enter into agreements for the trust in the management of activities;
participate in associations, organizations and institutions, public and private, whose activities are directed, directly or indirectly, to the care of children and girls as well as support to research and training in medical and pharmaceutical sector, the Foundation may, if deems it appropriate, also contribute to the establishment of the abovementioned bodies:
constitute or contribute to the constitution, directly or indirectly, to the pursuit of institutional goals of partnerships and/or capital, and participate in companies of the same type;
play, incidentally, instrumental to the pursuit of institutional goals, commercialization activities, with reference to the field of ancillary items of advertising (gadgets and similar).

Section 3

Location, duration, course

The Foundation is headquartered in Rome, Via Luigi Luciani n.7.

For all practical purposes the directors of the Foundation are placed with the Foundation. The Foundation will also establish branches and subsidiaries.

The Foundation has unlimited duration.

However, it could melt in case there is the inability to achieve its purpose, in which case any funds collected will be donated to other non-profit organization to promote similar activities, after the veto of the inspection body referred to Section 3, paragraph 190, of L. December 23, 1996, n. 662.

Section 4

Organization chart

The bodies of the Foundation:

- The Shareholders' Meeting of the Founders;

- The Honorary Chairman;

- The Chairman;

- The Vice Chairman;

- The General Manager;

- The Board of Directors;

- The Board of Auditors.

It could be also established by resolution of Council's Administration, additional monitoring and advisory bodies, which, for example:

- The Scientific-Ethics Committee;

- The Consultative Assembly of the supporting members.

Section 5

Assembly of Founders

Founders of the Association are:

Dr. Leonardo Francesco Caltagirone lifetime;
When he dies: his direct descendants who have come of age, including adopted children; if the descendants having the above features are more than 5 (five) will be the five older founders descendants;
in the absence at least of two descendants, the Hospital Bambino Gesù in Rome, the oldest of the direct descendants, Edoardo Francesco Caltagirone and Allegra Caltagirone are considered the founders.

Except in a case referred in paragraph 1 above, the founding members gather at the meeting.

Shareholders' Meeting of the Founders appoints an Honorary President among its members.

Honorary President is in charge to the presidency of the Founders, and the task of supervision and control of Board of Directors to which he belongs. Honorary President holds office five years and he may be reappointed. When there is more of a founder their decisions are taken in as shareholders. The meeting is chaired by Honorary Chairman, it is convened at least once a year. It must also be convened when he deems it necessary or at the request of a founder.

The resolutions of the shareholders meeting are taken by majority vote and at the presence of at least half of the Founders, if the founders are more than two, otherwise unanimity is still necessary. To amend the memorandum and articles of association, must be at least the presence of three quarters of the Founders and the favorable vote by majority.The Founders can be represented by other Founders or third parties with a written proxy in accordance with law.

Section 6

Establishment of the Board of Directors, notice and conduct of meetings of the Council

The Board of Directors is elected by the founding members and it is composed by a number of members not less than 3 (three) and not more than 7 (seven) who serve for only three years and are renewable.

Directors, in charge, must possess professional and integrity skills established by L. No. 108/1996 art. 15 paragraph 5 and amended.

They are part of the Board of Directors:

- The Honorary Chairman
- The Chairman
- The Vice Chairman
- The General Manager
- All other Councillors

up to a maximum of seven to be appointed.

If during the term of office will be absent for any reason one or more members of the Board of Directors, they may be replaced on the identification of the founders. Such members will cease their mandate to the natural expiration of the Board of Directors.

The new Board of Directors is formed when, in the time provided by the previous Board of Directors, have been shown the number of components of the new council and they have accepted. The previous Board of Director ends its duties at the first meeting of new Board of Directors. The directors are personally liable to the Foundation pursuant to and within the limits of art. 8 c.c.

The Board of Directors will meet as needed, at the invitation of the Chairman, by notice containing the agenda, time and venue of the meeting, sent to the Directors, at least seven days before that meeting, by registered or with any other suitable means to ensure proof of receipt. The meeting of the Board of Directors will still be formed regularly when meeting all the directors. Each councilor is entitled to one vote.

The Board of Directors shall be effective with the participation of half plus one of its members and with the favorable vote of a majority of those present. Voting shall take place in an open vote by roll call except those relating to individuals, who have always secret vote. In the event of a tie vote the Honorary Chairman's vote prevails on it.

The Board of Directors shall implement the general guidance of the Foundation's activities, formulates programs and will ensure its implementation. The Board of Directors has all powers for ordinary and extraordinary administration.

The Board of Directors may delegate to an Executive Committee certain operational functions, powers, composition and operation of it shall be governed by regulations approved by the Board of Directors.

The Board of Directors may delegate some obligations to the Executive Committee may set the operating time and financial constraints, time and any other shooting related to underlying economic commitments.

At meetings of the Board of Directors and Executive Committee may participate - by invitation and without voting rights - even the professionals and experts on arguments extracted.

Directors have no salary for their work.

Section 7

Representatives of the Board of Directors: Honorary President

Chairman, Vice Chairman, General Manager

Honorary Chairman is appointed by the Founders, among components, he is part of the Board of Directors, remains in office for five years and he may be reappointed.

Honorary President is responsible about supervision and control of Board of Directors.

Honorary President may be dismissed only by majority vote of the Assembly of Founders, he can only be replaced by another of components.

Chairman is appointed by the Board of Directors, he remains in office for three years and he may be reappointed; any other charges will be assigned by the Board of Directors.

Chairman is the legal representative of the Foundation, but he has no obligation to be signed by the General Manager any act committed by the Foundation for an amount exceeding EUR 10.000,00.

Chairman shall implement the resolutions of the Board of Directors and the relationships with public and private entities and third parties in general, unless expressly delegated to another member of the Board of Directors or freelancers.

Chairman is the representative of the Foundation to shareholders and third parties.

Vice Chairman is appointed by the Board of Directors, he remains in office for three years and may be reappointed.

The office of Vice Chairman is Head of Public Relations, Media Relations and Press Office, which manages all public relations activities concerning the positioning and the corporate image, press office, events organization, Web PR and the construction of a communication plan.

General Manager is appointed by the Board of Directors, , he remains in office for three years and may be reappointed.

He collaborates with the Chairman implementing the resolutions of the Board and ordinary administration of the Foundation, specifically dealing with all aspects of economic, organizational, movable and immovable property of the Foundation, management of personnel and offices, according to the instructions issued by the Board.

In case of absence or incapacity of the Chairman, all his functions are exercised by the General Manager or, if there is impediment of the latter by another member appointed by the Board of Directors among its members.

Activity of the entire Board of Directors is provided free of charge, however, the Council may determine a fee for only those cases where the overall organization is particularly complex and its management requires a full time commitment.

The Board of Directors may also make use of external volunteers or paid workers.

Section 8

Scientific Ethics Committee

Foundation may establish an Ethics Committee - in order to ensure scientific research and assistance to finance or support through the Foundation and its work. Ethics Scientific Committee remains in office for three years. It is composed by recognized personalities in the fields of its activities. It expresses a not binding opinion, about the draft annual plan of action that should be approved by the Board of Directors.

Chairman, Honorary Chairman and people designated by the Board of Directors are part of the Ethics Scientific Committee. All members of the Committee exercise their activities free of charge.

Section 9

Board of Auditors

It’s established the Board of Auditors, composed by a number from one to three members, majority of whom entered in the register of auditors.

The Board monitors financial management of the Foundation, it ensures the proper keeping of accounting records, it debates proposed budget and economic and financial report, preparing special reports and it performs cash checks.

Chairman of the Board of Auditors participates without vote in meetings of the Board of Directors. The Board remains in office for three years and may be reappointed.

All members of the Board exercise their activities free of charge.

Section 10

The Consultative Assembly of the supporting members

The Consultative Assembly is formed by natural or legal people who expressly ask to Chairman to be part of it , to support activities of the Foundation, through payment of an annual fee approved by the Board.

Usually once a year Chairman shall convene the meeting to discuss a program of activities and interventions to be submitted to the Board as a basis for the preparation of multi-year program of activities.

It can also be convened informally or formally to conduct cultural, recreational or training purposes, relating to the statute, or campaigns to promote awareness among founding members and supporting members themselves.

Chairman, Honorary Chairman and Honorary Membership may participate, in addition to supporting members.

Section 11

Heritage Resources

1. Heritage is formed by:

a. initial endowment fund;
b. voluntary contributions;
c. annual dues of associate members;
d. contributions or donations by public bodies and other legal person;
e. contributions by governments to carry out activities in the Convention or accreditation;
f. grants, donations and bequests by individuals;
g. income from its assets;

h. revenue realized in the performance of its institutional activities and those which are directly related;

i. funds received in response to public collections, it means also occasional offers of goods and services of small value.

2. Joining Foundation does not involve financing obligations or disbursement. It’s individual decision of members to the foundation to make payments of any amount.

Deposits aren't repayable; in no case can be replaced the amount paid to the Foundation by way of dispensing liberal.

The provision does not create other liberal rights of participation and, in particular, does not create undivided shares of participation communicable to others, nor for universal succession.

Cash donations and donations of modest value are accepted by the Board of Directors, which decides on their use, in harmony with the Statute purposes of the Foundation.

Conventions are accepted by the Board of Directors authorizing Chairman and General Manager to take all necessary steps for the conclusion.

Profits or surpluses, as well as funds, reserves or capital will be used for institutional activities and those directly connected to them, they also will not be distributed, even indirectly, during the life of the Foundation, except that the destination or distribution is required by law or made in favor of other non-profit organization which by statute or regulation are part of the same structure.

Section 12

Collection Resources

Collection, management, use of money collected is still entrusted to the Board of Directors, as delegated by the Board of Directors, Chairman and General Manager, also separately. For this purpose they enjoy full autonomy , including that of open and access, in the name and on behalf of Foundation, to the current accounts at banking institutions of their choice.

Section 13

Operating, Annual

The exercise ends on 31/12 of each year. By 30/04 the Board of Directors shall act on the financial management report for the previous year and by December 31 whether the budget for the following year. The final budget must be drawn up under Articles 20 and 20a, DPR 600/73.

Section 14

Statutory changes and dissolution

To change the regulations and the memorandum, and to decide the dissolution of Foundation and the disposition of assets the favorable vote of at least three-fourths of the members of the Board of Directors.

Section 15

Jurisdiction

For everything that is not expressly authorized by this statute, the rules of the Civil Code and the provisions of the law dictated in terms of foundations will be applied.

The jurisdiction for any controversy within the Foundation is Rome.