STATUTE

“Valter Baldaccini” Foundation Statute

The Foundation governed by this statute; is named “Valter Baldaccini Foundation”; which will include in the name and in any distinctive sign or communication addressed to the public, without needing to modify these foundational tables, the phrase “non-profit organization of social utility” or the acronym “ONLUS” if published in the Onlus registry.  Working abroad, the Foundation can use the name translated into English.

The Foundation is headquartered in the municipality of Foligno (PG), Province of Perugia (Italy), Via Valter Baldaccini; the transfer of the legal headquarters within the District of Foligno will not be a modification of this Statute and may be decided by the Founder’s Council, who will be responsible for public disclosure in the relevant Registry.
The Foundation performs its activities without territorial restrictions, therefore, it can set up other centres of activities, offices, and representations in Italy and abroad.

The Foundation has an unlimited duration.

The Foundation establishes as an essential objective, as a basis for its work and its presence in national and international spheres, the continuance of the values, thoughts, and actions of Valter Baldaccini, the Founder of UmbraGroup, who in life, exhibited the highest example of moral integrity in every aspect of his public and private life; of loyalty and fairness in the business world, of brotherhood and assistance to the weakest; of respect for every culture and identity, and whose essence is found in the principle that “economic development can only be created and maintained when productivity goes hand in hand with the interests of the individual,  the social well-being, and the cultural development of the community - both national and international”. The Foundation exclusively pursues the goal of social solidarity.
 

The Foundation works in the fields of social assistance, social welfare, healthcare, charity, education, and training, focusing exclusively on those in vulnerable social groups, to people living in conditions of actual distress, due to psycho-physical problems, desperate situations, neglect, severe economic or family uncertainty, or social exclusion, without regard to sex, race language, religion, political opinion or personal and social conditions.

On behalf of those who are currently in one of the categories listed above, the Foundation is putting the following actions in motion:

  • Educating children and training youth to enable their integration in society and at work, respecting human rights and dignity, promoting a social model characterised by equality, equal prospects and equal opportunity;
  • Activities aimed at guaranteeing the right to health, social assistance and healthcare, especially for children, mothers and other vulnerable individuals;
  • Actions aimed at promoting productive economic development in underdeveloped countries, operating in both urban and rural areas, with a view toward greater autonomy for local entities, general improvement in the quality of life;
  • Removing the causes of social injustice and discrimination, encouraging the growth of participation and inclusion processes;
  • Other actions aimed at reducing and eliminating social disadvantages for the poor and the helpless.                

To reach this goal, the Foundation can put a number of introductory activities into place to improve living  conditions, assistance, care, and research for disadvantaged people who need it.                                                            

The Foundation can also carry out all activities related or ancillary to this charter as long as they are integrative and provided that they are not incompatible with the nature of the non-profit foundation and are carried out within the limits permitted by law.

It is forbidden to carry out activities other than the institutional ones referred to in this Article and therefore, different from the ones indicated in left. A), c. 1, of Art. 10 of Legislative Decree 460/97 with he exception of those directly connected to them.The Foundation can perform its activities throughout the country and abroad. The Foundation also intends to establish ties with other institutions or associations with similar goals, schools, local authorities, and other institutions throughout the country and abroad for  twinning, comparative studies and other common initiatives that match the Foundation’s goals.                                                               

The Foundations’s assets are comprised of:

6a)  the Asset Fund conferred by the Founders when the Foundation was established; subsequent contributions to the Asset Fund, in cash, real estate, property, tangible and intangible fixed assets, can subsequently be made by the Founders and by third parties;

6b)   real estate, property, tangible and intangible fixed assets that can be transferred to any Fund, including those that the Foundation will acquire under the rules of this Statute;

6c)  donations made by companies, other Umbra Group subsidiaries, and private individuals, for the express purpose of increasing the Endowment;

6d)  the unused portion of the annuity that, with the approval of the Founding Council, will aim to increase the assets;

6e)  contributions from the European Union or other supra-national organizations, the State, Territorial Authorities or other public entities.

The Foundation’s Management Fund, which the Managing Body uses to provide for the needs that arise from performing institutional activities consists of:

7a)  the annuities and income derived from the assets and the activities of the Foundation itself;

7b)  any other donations, bequests, and other donations that are not expressly designated as donations to the Fund;

7c)  any other contribution granted by the European Union or other supra-national bodies, the State, Territorial Authorities or other public entities, by priviate individuals or firms and not expressly designated as donations to the Fund;

7d)  contributions to the Management Fund donated in any way by the Founders, Umbra Group subsidiaries, or by third parties;

7e)  revenues from institutional, ancillary, instrumental and related activities within the limits permitted by Onlus rules.

The financial year coincides with the solar year; the first day began on the Foundation’s date of inclusion in the Registry of Companies and ends the following December 31. In the month of December of the current financial year, the Board of Founders approves the annual financial statements for the year, subsequently drawn up by the Board of Directors, and within 4 months from the end of each financial year, pursuant to art. 20-bis DPR 600/73, the Board of Founders approves the final budget, drawn up by the Board of Directors.

The financial statement consists of the balance sheet, the income statement, and the notes to the financial statements, in accordance with the current rules and in compliance with the principles set forth in the Italian Civil Code for capital companies.

The Foundation’s Managing Bodies, within their respective competencies, can contract commitments and take on obligations within the limits of the budget allocations; profits or surpluses must be used to carry out institutional activities and objects directly connected to them.
Expenditure commitments and direct obligations contracted by the Foundation’s legal representatives may not exceed the limits of the approved appropriations.

It is forbidden, even indirectly, to distribute profits or surpluses in any form, as well as funds, reserves or capital throughout the life of the Foundation, unless the destination  or distribution is imposed by law or are made on behalf of Onlus, that by law, statute or regulation are part of the same unitary structure.

The Foundations’s Governing Bodies are:

  • The Founder’s Council
  • The Board of Directors
  • The President and Vice President
  • The Controlling Body

All appointments are held free of charge, except for the reimbursement of actual expenses incurred in carrying out the duties of the office. All of the positions must be subject to legal disclosure act the appropriate Registry.

The Foundation’s administration and the fulfilment of the actions and activities aimed at attaining its goals is articulated on two organizational levels:

  • The Board of Founders which carries out high-level administrative activities, provides guidelines for initiatives and activities, appoints the other Foundation Officers, approves the financial forecasts and balance sheets;
  • The Board of Directors, appointed by the Founder’s Council, who, in keeping with the guidelines, directives, criteria, and constraints of the Founder’s Council, implements institutional activities by putting the corresponding actions and operations  in place.

The Founder’s Council is composed of individuals, neutral and legal presons, who participate in the certificate of incorporation of which this Statute is an internal and substantial part; for legal persons to the Council, the legal proxy representative participates, unless he has designated another person.

The Founder’s Council remains in office without any time limitation, there are always 6 (six) members; if there are fewer members of the Founder’s council, for any reason, those remaining provide for the substitution for cooptation of an absolute majority; however, the appointment of substitute members must be chosen from the descendants of Valter Baldaccini, from leading members of the legal Founders, or from natural persons of high moral and scientific standing, determined by academic titles and qualifications, or high-level positions within the UmbraGroup Corporation or associated companies and groups, whose  participation on the Founder’s Council guarantees continuity of direction and intentions in pursuit of the goals.

To "Umbra Cuscinetti S.p.A." and "Poliscom srl founders" will take over the status of legal founder and of the related powers considered in this statute, subjects, legal person, that should succeed them in the ownership of the companies working in the mechanical manufacture and in the financial stakeholding managing; the legal representatives of those founders, who are part of the Founder Council , or the persons designated by them to be part of the Council, may be substituted for succession if there is a change of individuals that hold the legal delegation, notwithstanding at the substitution rules called out in the previous paragraph.


The Founder’s Council:

  • elects the Foundation’s President and Vice President;
  • appoints the members of the Board of Directors;
  • approves the financial statements and provisional budgets;
  • elects the Controlling Body;
  • formulates potential proposals for amending this statute subject to the    approval of the Administrative Body;
  • outlines the guidelines for Foundation activities, with the authority to submit proposals to the Board of Directors on programs and initiatives to launch in order to meet the objectives;
  • on a proposal from the Board of Directors, may appoint one or more Scientific Committees to perform analysis, study and evaluation activities on individual initiatives or a group of initiatives, more generally on technical subjects that require the support of professional scientific knowledge.

If the President of the Foundation or at least 1/3 (a third) of the Board of Directors in office make a request, the Founder’s Council will be responsible to deliberate on any act, operation or contract remitted to them.

The Board of Directors is the Foundation’s decision-making body and executive management. Members are appointed by the Founder’s Council which also determines the number of members, between a minimum of 3 (three) and a maximum of 9 (nine) members.

During their term in office, the Founder’s Council is entitled to appoint additional members to the Board of Directors, within the numerical limits indicated in the prior clause, who shall remain in office until the expiry of those already appointed.

The Board of Directors shall be in office for up to 5 (five) years, as determined at the time of appointment; 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 Founder’s Council; The Board of Directors, whose term in office expire at the end of the term, remains in office until their appointments are renewed or replaced by the Founder’s Council.

In addition to the members elected by the Founder’s Council, within the minimum and maximum number indicated above, the President of the Foundation is also part of the Board of Directors, or, in the event of his or her absence or inability to attend, the Vice President. When a member of the Board of Director leaves, for any reason, the Founder’s Council shall replace him or her; the replacement shall remain in office until the expiration Board of Director’s term.

The Board of Directors:

  • prepares the final and estimated budgets to be submitted to the Founder’s Council for approval;
  • makes proposals to the Founder’s Council regarding the Foundation’s management guidelines;
  • verifies the overall results of management and of the initiatives taken in relation to the pursuit of the institution’s goals;
  • decides on any act, legal transaction, ordinary or extraordinary administrative contract relating to the management of the activities and the completion of initiatives undertaken without limitation, unless the decision is referred to the Founder’s Council pursuant to and in accordance with the provision sof the last paragraph of the prior art. 11).

The Board of Directors may delegate its duties, in part, to the President, to the Vice President, or to one or more of its own members, determining the limits of the proxies. It can name a Director, giving him mandates and powers of representation; it can nominate a Secretary General who cooperates as an auxillary to the Foundation’s Organizational Body. 

The domicile of the members of the governing council is that which is indicated to them by the Foundation when they accept the assignment, or, if later modified, communicated to the Foundation, at its registered office, by registered letter the Foundation’s Governing Council, the Founder’s Council and the Board of Directors will meet at the Foundation’s headquarters or elsewhere whenever the President of the Foundation, or the Vice President in his or her absence or inability, consider it opportune, or at the request of no less than half of the members in office of the said Governing Council, indicating the order of business on the agenda. In any case, the Founder’s Council meets at least twice per year to approve the financial statements and budget forecasts.

The summons are made to the Governing Body’s member’s domicile, or by electronic means that are suitable to provide full information on the topics to be discussed and to document their receipt. The convocation notice contains the location, date and time of the meeting and also indicates the agenda items; The dispatch must take place at least fifteen days prior to the date set for the meeting; For urgent Board of Directors’ meetings, the convocation notice may be sent within a shorter time period.

Members of the Bodies themselves will be allowed to participate in The Governing Body meetings by means of teleconferencing or videoconferencing, provided that it is possible for the President to ascertain the identity and legitimacy of the participants, direct the discussion and voting, and to participate in real time to the discussion and vote, consult records and documents; All in the application of the principles of transparency and equal information and treatment; Under the conditions listed above, the meeting will be held in the place where the person who chairs it is located and where there must also be another person, appointed by the chairman, to take minutes.

The Founder’s Council effectively decides on matters reserved to it by Law and by this Statute with the presence and the favorable vote of the absolute majority of its members. The Board of Directors is effectively convened with the presence of an absolute majority of its members in office and acts by an absolute majority. In the event of a tie, the Chairman’s vote prevails. The Governing Bodies meetings are chaired by the President, in the event of his or her absence or inability, by the Vice President, in the event of absence or inability of both, by the oldest member present.

The President of the Foundation is appointed by the Foundation’s Founder’s Council and remains in office for an unspecified length of time. If, for any reason the President fails, the Founder’s Council shall promptly replace him or her.
The President is Foundation’s legal agent with third parties, acts and advocates in the name of and on behalf of the Foundation in any state or jurisdiction, even foreign, and also in front of any Administrative Authority, appointing lawyers, experts, and advisers for this purpose; implements the Founder’s Council and Board of Directors’ deliberations , with the power to delegate authority to other members of the Foundation’s Bodies or to third parties.

The President also handles business with Organizations, Institutions, Public or Private Companies and other Bodies in order to establish cooperative relationships and support for the Foundation’s initiatives. In the President’s absence or inability, his / her duties are performed by the Vice President, appointed and replaced in accordance with the first and second paragraphs of this Article.

The function of auditing the accounts, the subject matter and content of which is established analogous to Italian Civil Code relating to joint stock companies, is entrusted to a Sole Auditor to an Auditing Firm, registered under the law, and appointed by the Founder’s Council, with a term of up to five years, respectable.

If the Board of Directors decides that the statutory purpose is exhausted or unreachable, it approves a report on the subject to be submitted to the Founder’s Council, which, if it sustains the premises above, with a majority of two thirds of its members, to request dissolution of the Foundation of the Tutelary Authority pursuant to art. 27) of the Civil Code.

The appointment of Liquidators and the determination of relevant powers shall be submitted to the Tutelary Authority. In the event of its dissolution, for any reason, The Foundation’s assets will be donated to other non-profit organizations or to benefit the public, the Supervisory Authority, referred to in art. 3, comma 190 i, of Law 23/12/1996, no. 662, unless otherwise specified by law.

As far as it is not provided for by the articles of association and by this statute, which is an integral and substantial part, the rules provided by the Foundations and ONLUS from the Italian Republic’s Legal Ordinance shall apply.

Signed:   Antonio Baldaccini

       "       Beatrice Baldaccini

       "       Antonello Marcucci

       "       Sara Marcucci

       "       Giuseppe Brunelli Notaio

Signed:
Maria Cunegondi
Antonio Baldaccini
Leonardo Baldaccini
Beatrice Baldaccini
Antonello Marcucci
Reno Ortolani
Sara Bordoni
Giuseppe Brunelli Notaio

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