STATUTE

“Valter Baldaccini Foundation" Statute

The foundation called "Valter Baldaccini Foundation", hereinafter referred to as the Foundation for brevity, is governed by this Statute in accordance with Legislative Decree 3 July 2017, n. 117 and to the transitional regulations referred to in art. 10 of the Legislative Decree 4 December 1997, n. 460, as well as the regulations, including future ones, which govern and will govern non-profit organizations of social utility or the "Third Sector".

Until the establishment of the Single Register of Third Sector Entities referred to in Articles 45 et seq. of Legislative Decree 117/2017, the Foundation will be registered in the Registry of Onlus pursuant to art. 11 of Legislative Decree 460/1997, and will add in the name and in any distinctive sign or communication addressed to the public, without the need to modify these foundational tables, the term "non-profit organization of social utility" or the acronym "ONLUS" in case of registration in the single registry of the Onlus.

Following the establishment of the Single Register, the Foundation must use the term "Third Sector Entity" or the acronym "E.T.S." in the name and in any distinctive sign or communication addressed to the public. or "ETS".

The Foundation is based in the Municipality of Foligno (PG), Province of Perugia (Italy), in Via Valter Baldaccini; the transfer of the registered office within the District of the Municipality of Foligno will not constitute a modification of this Statute and may be approved by the Council of Founders who will take care of the legal publicity in the competent Register.

The Foundation carries out its activities without territorial limitations, therefore it can establish other centers of activity, offices, representations, in Italy and abroad.

The Foundation has an unlimited duration.

The Foundation’s essential objective and the foundation of its work and its presence at national and international level is to give continuity to the values, thought and action of Valter Baldaccini, Umbra Group’s Founder, who in life was a sterling example of moral integrity in every aspect of public and private life; loyalty and fairness in the business environment; of fraternity and help for the weakest; respect for every culture and identity and whose essence lies in the principle that "economic development can only be created and maintained when productivity goes hand in hand with the interest of the individual, social well-being and the cultural development of the Community, national and international".

The Foundation exclusively pursues purposes of social solidarity.
 

The Foundation operates in the sectors of social and socio-health assistance, health assistance, charity, education and training by exclusively targeting individuals belonging to weak social strata, to people who are in conditions of objective hardship due to psycho-physical conditions or because of situations of deviance, degradation, serious economic-family precariousness, social marginalization, without distinction of sex, race, language, religion, political opinion and personal and social conditions.

In support of those belonging to the vulnerable groups identified above, the Foundation carries out the following actions:

  • the schooling of children and the training of young people, to enable their social and work integration, respect for human rights and dignity, the promotion of a social model characterized by equality and equal perspectives and opportunities;
  • activities aimed at guaranteeing the right to health and social and health assistance, especially for children, mothers and other vulnerable subjects;
  • actions aimed at favoring economic and productive development in underdeveloped countries, operating both in urban and rural contexts, with a view to greater autonomy of local realities and the general improvement of the quality of life;
  • the removal of the causes that determine social injustice and discrimination, encouraging the growth of participation and inclusion;
  • any other action aimed at reducing and eliminating conditions of social disadvantage typical of weak and inadequately protected categories.

To achieve this goal, the Foundation will be able to carry out a series of preparatory activities for the improvement of living conditions, assistance, care and research in favor of disadvantaged people who need them.

The Foundation cannot carry out activities other than those indicated above with the exception of those directly connected to it and / or those ancillary by their nature to those of the articles of association, as supplementary to the same within the limits permitted by letter a), paragraph 1, of art. 10 of Legislative Decree 460/1997, by art. 6 of Legislative Decree 117/2017 and subsequent amendments and additions.

The Foundation may carry out its activities throughout the national and foreign territory.

The Foundation also proposes to establish relationships with other bodies or associations with similar purposes, schools, local authorities, and other institutions throughout the national and abroad, for the implementation of twinning, comparative studies and other common initiatives falling within the scope of the Foundation.
 

The assets of the Foundation are composed of:

6a) the Endowment Fund, consisting of the contributions made by the Founders at the time of the foundation's constitution; subsequent contributions to the Endowment Fund, in cash, immovable and movable, intangible and intangible assets may subsequently be made both by the Founders and by third parties;

6b) from movable and immovable, tangible and intangible assets that will come to the Foundation for any reason, including those that the Foundation will acquire according to the rules of this Statute;

6c) donations made by entities, other Umbra Group companies, by private individuals, with the express purpose of increasing assets;

6d) from the portion of unused income which, by resolution of the Council of Founders, will be destined to increase the assets;

6e) from contributions allocated to the patrimony by the European Union or by other supra-national bodies, by the State, by Territorial Bodies or other public Bodies.

The Foundation’s Management Fund, with which the Management Bodies provides for the needs arising from the exercise of institutional activities, consists of:

7a) from the income and proceeds deriving from the assets and activities of the Foundation itself;

7b) from any donations, bequests and other donations that are not expressly destined for the Endowment Fund;

7c) from any other contributions attributed by the European Union or other supra-national Bodies, by the State, by Territorial Bodies and other public Bodies, by individuals or private companies and which are not expressly intended for the Endowment Fund;

7d) contributions to the Management Fund in any form granted by the Founders, by the other companies of the Umbra Group, by third parties;

7e) from the revenues of the institutional, accessory, instrumental and connected activities within the limits allowed by the regulations of the Onlus, as well as the regulations that will govern the "Third Sector".

The financial year coincides with the calendar year; the first will start from the day of registration of the Foundation in the relevant Register of Companies and ends on the following December 31st.

Within the month of December of the current financial year, the Board of Founders approves the budget for the following financial year drawn up by the Board of Directors, and within 4 months of the end of each financial year, pursuant to art. 20-bis of Presidential Decree 600/73, the Board of Founders approves the financial statements always drawn up by the Board of Directors.

The financial statement consists of the balance sheet, the management report, with an indication of the income and expenses of the Entity and the mission report which illustrates the balance sheet items, the economic and management performance of the Foundation and the methods of pursuing the statutory purposes; if the legal requirements are met, the financial statements can be drawn up in the form of a cash flow statement.

The discipline referred to in arts. 13 and 14 of Legislative Decree 117/2017.

The Foundation’s Managing Bodies, within the scope of their respective competences, may enter into commitments and assume obligations within the limits of the budget appropriations.

The assets of the Foundation, including any revenues, income, proceeds, revenues however denominated shall be used to carry out the statutory activity for the exclusive pursuit of institutional activities and those directly connected to them.

The spending commitments and the obligations directly contracted by the legal representatives of the Foundation cannot exceed the limits of the approved allocations.

The distribution, even indirectly, of profits or operating surpluses in any form, as well as of funds, reserves or capital during the life of the Foundation, is prohibited, unless the destination or distribution is required by law, in favor of founders, associates, workers and collaborators, directors and other members of the corporate bodies, even in the event of withdrawal or any other case of individual dissolution of the relationship.

The Foundation Bodies are:

  • the Board of Founders
  • the Board of Directors
  • the President and the Vice President
  • the Controlling Body
  • the Statutory Auditor or the Independent Auditors.

All offices are held free of charge, except for the right to reimbursement of expenses incurred because of the offices.

All appointments must be promptly publicized legally in the appropriate Register. 

The administration of the Foundation and thus the fulfillment of the acts and activities aimed at achieving the purposes is divided into two organizational levels:

  • the Board of Founders which carries out high administration activities, dictates the guidelines for initiatives and activities, appoints the other offices of the Foundation, approves the budget and financial statements;
     
  • the Board of Directors, appointed by the Council of Founders, which in compliance with the guidelines, directives, criteria and constraints set by the Council of Founders, concretely implements the institutional activities, putting in place the corresponding acts and operations.

The Board of Founders is made up of individuals, natural and legal entities that participate in the deed of incorporation of which this statute is an integral and substantial part; for legal persons, the pro-tempore legal representative participates in the Board, unless the latter has designated another person.

The Board of Founders shall remain in office without determination of duration, always 6 (six) in number; in the absence of one of the members of the Board of Founders for any reason, the survivors provide for his replacement by co-option with an absolute majority; the appointment of the substitute members must in any case fall within the group of descendants of Valter Baldaccini, of the leading exponents of the Founding legal entities, or of individuals with a high moral and scientific profile, assessable on the basis of academic and teaching qualifications , or first-level roles and responsibilities within the companies of the Umbra Group or companies and groups in any case connected, whose participation in the Board of Founders provides a guarantee of continuity of guidelines and intentions in the pursuit of the purposes.

To the Founders "Umbra Cuscinetti S.p.A." and "Poliscom s.r.l." legal persons who take over the ownership of companies operating in the mechanical processing sector and in the management of financial holdings will take over the title of Founder and the related powers contemplated by this Statute; the legal representatives of said Founders who are part of the Board of Founders, or the subjects designated by them to be part of the Council itself, may be replaced by rotation if there is a change in the subjects who hold the legal representation, notwithstanding the replacement rules brought in the previous paragraphs.

The Board of Founders:

  • elects the President and Vice President of the Foundation
  • appoints the members of the Board of Directors
  • approves the financial statements and forecasts
  • elects the Control Body and any Statutory Auditor or Auditing Company
  • formulates any proposed amendments to this Statute to be submitted for the approval of the Administrative Authorities
  • outlines the guidelines for the Foundation's activities, with the option of making proposals to the Board of Directors on the programs and initiatives to be undertaken to achieve the goals
  • also on the proposal of the Board of Directors, it can appoint one or more Scientific Committees to which it can delegate analysis, study and evaluation activities on individual initiatives to be undertaken or on groups of initiatives, more generally on issues of a technical nature on which knowledge support is required and scientific professionalism.

If requested by the President of the Foundation or by many members of the Board of Directors equal to at least 1/3 (one third) of the total in office, the Board of Founders will be competent to resolve on any act, operation or contract thus submitted to its knowledge and decision.

The Board of Directors is the decision-making and executive management body of the Foundation's activities.

The Board is appointed by the Board of Founders which also determines the number of members between a minimum of 3 (three) and a maximum of 9 (nine) members.

The Board of Founders, even during the term of office, has the right to appoint additional members to the Board of Directors, within the numerical limits indicated in the previous paragraph, who remain in office until the expiry of those already appointed.

The Board of Directors remains in office for up to a maximum of 5 (five) financial years, as established in the appointment deed; its members are eligible for re-election; the office of member of the Board of Directors is not incompatible with that of member of the Council of Founders; the Board of Directors whose mandate has expired due to the expiry of the term remains in office until the Board of Founders has renewed it.

In addition to the members elected by the Council of Founders, within the minimum number and the maximum number indicated above, the President of the Foundation is also part of the Board by right, in case of his absence and impediment the Vice President.

If a member of the Board of Directors ceases for any reason, the Board of Founders will replace him; the substitute remains in office until the expiry of the members of the Board of Directors in office.

The Board of Directors:

  • prepares the annual and forecast financial statements to be submitted for approval by the Board of Founders;
  • formulates proposals to the Board of Founders regarding the guidelines for managing the Foundation's activities;
  • verifies the overall results of management and of the initiatives undertaken in relation to the pursuit of institutional purposes;
  • deliberates on every act, legal transaction, contract of ordinary and extraordinary administration concerning the management of the activities and the implementation of the initiatives undertaken, without any limitation, unless the decision is remitted to the Board of Founders pursuant to the provisions of last paragraph of the previous article 11).

The Board of Directors may partially delegate its powers to the Chairman, the Deputy Chairman, to one or more of its members, determining the limits of the powers; it can appoint a Director granting him proxies and powers also of representation; may appoint a Secretary General to cooperate as an auxiliary to the Foundation Bodies.

The discipline referred to in Article 26, paragraph 8, of Legislative Decree 117/2017 and Article 2382 of the Civil Code referred to therein is applied to the Board of Directors.

The domicile of the members of the Collegial Bodies is the one indicated by them to the Foundation upon acceptance of the assignment, or, if subsequently modified, communicated to the Foundation, at its registered office, by registered letter with return receipt or PEC.

The Collegial Administrative Bodies of the Foundation, the Founders' Council and the Board of Directors as well as the Supervisory Body, meet at the Foundation's headquarters or elsewhere whenever the President of the Foundation, the Vice President in the event of his absence or impediment , deem it appropriate, or request a number of not less than half of the members in office of the aforementioned Collegial Bodies, indicating the items to be brought to the agenda.

In any case, the Board of Founders meets at least twice a year to approve the annual and forecast financial statements. The convocations are made at the domicile of the members of the Collegial Bodies by means, including electronic means, which are in any case suitable for providing complete information on the topics to be discussed and for documenting their receipt; the notice of meeting contains the place, day and time of the meeting, as well as an indication of the items on the agenda; the sending must take place at least fifteen days before the date set for the meeting; for urgent meetings of the Board of Directors, the notice of call may be sent in a shorter term.

At the meetings of the Collegial Bodies, the members of the same Bodies will be allowed to participate by means of links on tele or video conference, provided that it is possible for the President to ascertain the identity and legitimacy of the attendees, direct the discussion and voting, and the attendees to participate in real time for discussion and voting, consult acts and documents; all in application of the principles of transparency and equal information and treatment; if the above conditions are met, the meeting will be deemed to have been held in the place where the person who chairs is located and where a person who takes the minutes appointed by the person chairing must also be.

The Council of Founders validly deliberates on the matters reserved to it by the Law and by this Statute with the presence and favorable vote of the absolute majority of its members in office.

The Board of Directors is validly convened with the presence of the absolute majority of its members in office and resolves by an absolute majority of those present.

In the event of a tie, the vote of the chairman prevails.

The meetings of the Collegial Bodies are chaired by the President, in case of his absence or impediment by the Vice President, in case of absence or impediment of both by the oldest person among those present.

The President of the Foundation is appointed by the Board of Founders from among its members and remains in office without a determination of duration. If the President fails for any reason, the Council of Founders will immediately replace him.

The President is the legal representative of the Foundation vis-à-vis third parties, acts and resists in the name and on behalf of the Foundation in any state and degree of jurisdiction, including foreign ones, as well as before any Administrative Authority, appointing lawyers, experts, consultants for the purpose; he takes care of the execution of the resolutions of the Board of Founders and of the Board of Directors, with the power to grant proxies and powers of attorney to other members of the Foundation's Bodies, or to third parties.

The President also takes care of relations with Bodies, Institutions, Public or Private Enterprises and other Bodies to establish relationships of collaboration and support for the Foundation's initiatives.
In case of absence or impediment of the President, his functions are exercised by the Vice President, appointed and replaced pursuant to the first and second paragraphs of the superiors of this article.

In compliance with the provisions of art. 30 of Legislative Decree 117/2017, the Board of Founders appoints a control body, which can alternatively take on the single-person (Sole Auditor) or collegiate (Board of Statutory Auditors) form, whose members must be chosen from the categories of subjects of referred to in article 2397, second paragraph, of the Civil Code. In the case of a collegial control body, the requirements must be possessed by at least one of the members.

The control body, pursuant to article 30 of Legislative Decree 117/2017, monitors compliance with the law and the bylaws and compliance with the principles of correct administration on the adequacy of the organizational, administrative and accounting structure and its correct functioning, performs functions of monitoring compliance with civic, solidarity and social utility purposes, as well as certifies that the financial statements have been drawn up in compliance with current legislation.

The supervisory body may also carry out the statutory audit of the accounts when the limits referred to in Article 31, paragraph 1, of Legislative Decree 117/2017 are exceeded, if a person in charge is not appointed. In this case, the control body is made up of statutory auditors enrolled in specific registers.

The Board of Founders, if it deems it appropriate or is mandatory by the provisions of the law, may appoint a Statutory Auditor or an Auditing Company.

The Auditor or the Independent Auditors will be responsible for the accounting supervision of the Foundation; he will have to prepare the report on the annual financial statements.

The Foundation, according to the procedures and criteria set out in art. 15, Legislative Decree 117/2017, is obliged to keep the following books correctly and on time:

a) book of meetings and resolutions of the Council of Founders;
b) book of meetings and resolutions of the administrative body;
c) book of meetings and resolutions of the supervisory body, and any other corporate bodies.

The Founders have the right to examine the company books by giving notice to the directors and in any case in a manner that does not violate rules and principles of privacy and do not hinder normal management activities.
 

If the Board of Directors deems the statutory purposes exhausted or unattainable, it approves a report on the matter to be submitted to the Board of Founders, which, if it deems the above conditions to be met, resolves by a majority of two thirds of its members to request the Guardianship Authority the extinction of the Foundation pursuant to art. 27) of the Civil Code.

The appointment of the Liquidators and the determination of the related powers is left to the Supervisory Authority.

The assets of the Foundation, in the event of its dissolution for any reason, will be devolved, subject to the positive opinion of the Office referred to in Article 45, paragraph 1, of Legislative Decree 117/2017, and unless otherwise required by law, to other Third Sector Entities with similar purposes.

For what is not provided for by the articles of association and by this statute which is an integral and substantial part of it, the rules provided for in the matter of Foundations and Onlus by the Legal System of the Italian Republic and in particular to Legislative Decree 117 / 2017 and subsequent amendments and additions.
 

Signed:
Antonello Marcucci
Giuseppe Brunelli Notaio

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