Article 1 – Denomination and Headquarter
It is constituted on initiative of Gian Paolo Barbieri (the “Founder”) a Foundation named “Fondazione Gian Paolo Barbieri”, without ties of graphic representation (the “Foundation”).
The Foundation has non-profit reason and cannot distribute profits, under any shape and on any time.
The Foundation is headquartered in Milan, initially in Via Lattanzio No 11.
Article 2 – Purpose
The Foundation, as cultural institution that operates in the field of visual art, pursues aim of promoting the artistic figure of the Founder, his photographic works and of all the material and immaterial properties that testify the artistic-creative activity, more in general, of promotion of the historical and contemporary photography and of each and other shape of visual art in his different carrying out.
For the purposes set out above, the Foundation may carry out related and ancillary activities, including the realization and participation, with third parties, of local, national and / or international relevance for cultural and training events.
Particularly the Foundation carries out:
- Activity of guardianship, management, acquisition, cataloguing, archives, authentication, loan, protection and conservation of the works of the Founder and of any good relative to his artistic-creative activity, with special regard to the preservation of the limited editions and prints of his works;
- Activity of promotion and diffusion of the cultural, artistic and aesthetic values of the Founder, with any tool, between which, to purely exemplifying and not exhaustive headline:
- The publication of books and catalogues relative to the Founder and to his activity;
- The organization of exhibitions, permanent collections, events and manifestations relative to the works of the Founder or to his activity;
- The institution of prizes, scholarships and any other shape of contribution, to be supplied to name of the Foundation and for the benefit of young emergent artists devoted to photography;
- The activation of courses of permanent education and the institution of formative activities of high specialization in the sector of the photography, of the videos and, in general, in the sector of the visual arts and of the image;
- The promotion of agreements and the organization of popular initiatives and of study which conferences, seminaries, congresses and meetings, in Italy and abroad, also close to other foundations, companies, public and private, museum and not, of scientific, cultural or formative character, included the Universities;
- Activity of advice and services to external, public and private purchasers;
- Each another coherent activity with the social aims.
In order to pursue the own reasons, the Foundation institutes a website dedicated to the artistic-creative activity of the Founder and on which to publish all the information relative to the activity of the Foundation, as well as one given global base of all the photographic works of the Founder.
Furthermore, for the concrete unwinding of the indicated activities and the attainment of the statutory reasons, the Foundation will be able, to exemplifying and not exhaustive form:
- To draw up each act or contract of any nature, also for the financing of the initiatives to be promoted, there I understood the acceptance of loans and loans, to shortly or a long time term, exclusively in the interest of the Foundation and not in favor of third persons, the lease, the commodate, the purchase of properties, also buildings, the staff acceptance in the most opportune juridical shapes, who is considered functional for the attainment of the reasons of the Foundation;
- To draw up each act and contract considered more opportune in order to guarantee the most efficient management of the properties of which it is proprietary, locative, commodity or in any case possessed;
- To acquire or to discard photographic works and other properties of artistic and historical value relative to the Founder or to third persons in order to build and manage an own collection;
- To draw conventions up for the management of single works, collections and harvesting of works;
- To participate in associations, companies and institutions, public and private, which directly pursue analogous reasons to those of the Foundation, also during constitution of the same organisms;
- To request for public and private contributions;
- To draw conventions up, also transcribe in the public registers, with public or private bodies, which they are suitable necessary and / or for the attainment of the own reasons;
- To draw up contracts for the sale of services and to unwind activity of marketing of catalogues, of publishing products, of photography and of gift and fancy goods industry;
- To put in being each another activity of support of the pursuit of the statutory aims, searching for conditions of economic and financial balance.
Article 3 – Duration
The Foundation has unlimited duration.
Article 4 – Assets and Management Funds
The Foundation’s assets consist of the unavailable initial endowment paid to that title by the Founder and resulting from the memorandum.
This unavailable asset can be increased and fed by bonuses, legacies, donations, bonds, and donations made in any form and by the increase of the assets, of those who wish to strengthen the Foundation and the annuities of the assets if decided by the Board of Directors.
The Foundation’s management fund, to be used solely for the purpose of achieving its goals, consists of everything received from it, not for the increase of the assets and from the annuities of the assets, subject to the provisions of the preceding paragraph.
Article 5 – Foundation Bodies
The bodies of the Foundation are:
- The Board of Directors;
- The President and Vice President;
- The Unique Auditor or the College of the legal auditors.
Nominees of honorary positions are also possible.
Article 6 – Board of Directors
The Foundation is straight from a Board of directors composed by a minimum of five to a maximum of thirteen members. They are indefinitely members of the Board of directors, renouncement excepted or revocation or decadence, besides the Founder, Gian Paolo Barbieri, April 19th 1935 been born in Milan, the subjects from the same suitable in the center of constitutive action of the Foundation.
Possible further members of the Board of directors can subsequently be named also to the constitution of the Foundation, within the maximum limit of which above and to the senses of the present article 6 of the statute, with deliberation of the Board of directors assumed with the four majority fifth (with rounding for excess) of the reigning members. The members of the Board of Directors subsequently appointed by the Board of Directors also hold office indefinitely.
In case of cessation for any motive for a member of the Board of directors, the same is replaced by the remainders members of the reigning Board of directors with deliberation assumed within thirty days to verify him some cause of cessation with the four majority fifth (with rounding for excess). The Board of directors has all the powers of ordinary and extraordinary administration and he/she can delegate part of the same to his/her components as well as to the Manager and the Secretary, if named. The Board of directors will be able, besides, to delegate part of its committees powers constituted to its inside; the delegated actions to possible committees must subsequently be ratify from the Board of directors.
President’s position, Deputy President and of Adviser doesn’t involve some emolument, done you save the reimbursement you/he/she spent and possible remunerations established by the Board of directors, in consideration of particular charges in the limits than anticipated from the art. 10, paragraph 6 of the D.Lgs. 460/97.
The Board of directors establishes the possible remuneration of the Unique Auditor or the College of the legal auditors. The Board of directors, provides besides, if of the case and in the limits of law, to the changes of the present statute as well as to deliberate the breakup of the Foundation and the devolution of the patrimony to the senses of the present statute. The Board of directors gathers him at least twice the year to approve the budget and the budget survey.
The Board of directors is summoned by the President of the Foundation with notice writing envoy with recommended letter, telefax, e-mail message certified or simple, to condition that is guaranteed in every case the test of the happened receipt, to every component and the legal auditors at least eight days before the reunion except the cases of urgency for which the warning of three days is enough. The notice of convocation must contain the indication of the day, of the time and of the place of the reunion as well as the indication of the subjects to be treated to the agenda and the possible reasons for urgency.
The reunions of the Board of directors are presided by the President or, in case of his/her absence or impediment, from the Vice President or, in case of his absence or impediment, from the most elderly administrator of age.
Except where otherwise anticipated from the present statute, the reunions of the Board of directors, if regularly you summon, they are validly constituted with the presence of the majority of his/her components and the relative deliberations they are takings to absolute majority of the presents.
The reunions of the Board of directors are validly constituted if all the administrators and the auditors are present, also without regulating convocation.
In case of parity of votes it prevails the vote of the President of the Foundation or, in case of his absence or impediment, of the Vice President or, in case of his absence or impediment, of the most elderly administrator of age.
Nevertheless, the deliberations of the Board of directors having to object the changes of the statute, the breakup of the Foundation, the nomination of the liquidator and the devolution of the patrimony must be approved from all the components the Board of directors. For the deliberations of the Board of directors having to object the following subjects, the four favorable votes is in demand fifth of the components:
- Purchase or sale of mobile goods, recorded furniture, universality of furniture or immovable of superior value to Euro 20.000,00 (twenty thousand);
- Assumption of financings of any type and bottom any form;
- Displacement of the location of the Foundation in other municipality;
- Conferral of delegations to the components of the Board of directors or to committees constituted to his/her inside, as well as to the Manager and the Secretary, if named.
The intervention to the reunions of the Board of directors can also happen through means of telecommunication to the followings conditions of which action will be given in the relative records:
- That is allowed by the President of the reunion to verify the identity of the intervened ones, to regulate the carrying out of the reunion, to ascertain and to proclaim the results of the votes;
- That is allowed the verbalizing subject to adequately perceive the events of the reunion object of verbalization;
- That is allowed to intervenes him to participate in the discussion and the simultaneous vote on the matters to the agenda, as well as to view, to receive or to transmit documents;
- That the notice of convocation indicates the places in which the connection is active.
Verifying himself/herself/itself such presuppositions, the reunion he holds where turn in the place the president of the reunion and the verbalizing subject they are present.
The records of the deliberations of the Board of directors must be transcribe in chronological order on special register and you/they must be undersigned from the President of the reunion and from the Secretary to the named necessity.
Article 7 – President and Vice President
The Founder appoints the President and the Vice President in presence of the members of the Board of Directors during its constitution.
In case of cessation, the President of the Foundation and the Vice President they are named by the Board of Directors with the four majority fifth of the reigning (with rounding for excess) members.
The President has the representation of the Foundation towards the third, in the limits of the powers to the same conferred, and in judgment.
Besides, the President of the Foundation:
- Signs the actions and how much for the explication of all the business that you/they are deliberated is needed;
- Guards the good administrative course of the Foundation;
- Cares the observance of the statute and it promotes the changes of it if makes him necessary;
- Handles the execution of the deliberations of the Board of directors and the relationships with the public and private corporate body.
The President of the Foundation has faculty to name special attorneys for the carrying out of single actions or categories of actions.
The Vice President replaces the President of the Foundation in case of his absence or impediment.
Article 8 – Director
The Board of Directors may appoint, even among its members, and, where appropriate, revoke by a majority of four-fifths of the members in office (with rounding off) a Director, establishing his term of office, duties, and powers and, if the case, the compensation.
The Manager, if named, it has the assignment to:
- Handle the administration of the Foundation, in the limits of the powers to it conferred, taking care of, directly or with the aid of third advisors, the estate of the accounting with the method of the double entry bookkeeping;
- Compile within the month of November the budget of the following year and to predispose within the month of February the budget survey of the preceding year with the relative illustrative relationship;
- Preserve the deliberations of the Board of directors and the Scientific Committees, as well as the budgets;
- Complete whatnot is submitted by the Board of directors that is also able to submit the coordination of the various projects of the Foundation reporting to it.
Article 9 – Financial Year
The financial year of the Foundation finishes the 31 December of every year.
Article 10 – Budget
The budget must individualize, in base to the available economic and financial resources or estimation, the activity that the Foundation must take place in the following year. It concludes him with two having prospectuses the same structure of the budget survey of which to the article that follows. The budget must be approved from the Board of directors within the month of November of the preceding exercise that of reference.
Article 11 – Balance Sheet
The budget survey picks up the results of the activity it turns in the preceding year and you/he/she is constituted by the property state and by the account of the management.
All the expenses and the proceeds must be enrolled in the account of the management in the respect of their economic competence in comparison to the duration of the exercise.
The Board of directors decides if and in what measure to count the quotas of amortization of the material and immaterial goods and the costs enrolled multiannual in the property state, justifying the choice of it in the illustrative relationship of which infra.
The budget survey is accompanied by an illustrative relationship of the voices in it you point out that, together to the budget, you/he/she must be object of approval from the Board of directors within 120 days from the closing of the business year.
Article 12 – External Auditor or College of Auditors
The comparison of the financial management and the check of the regular estate of the bookkeeping writings are submitted to a Unique Auditor or to a College of legal auditors composed of three members.
The same are named by the Notarial President of the Council of Milan among the affiliate in the Register of the Legal Auditors, reigning three exercises last and however up to the approval of the budget survey of the third exercise and you/they can be reinstated.
The Unique Auditor or the College of the legal auditors besides it predisposes a relationship on the budget survey and on the coherence of the activity it turns during the exercise from the Foundation in comparison to the statutory purposes.
Article 13 – Termination
In case of breakup of the Foundation, for whatever cause, approved as anticipated in the article 6, its patrimony, exhausted the phase of liquidation, you/he/she will be devolved to other corporate body that have analogous ends according to what prepared by the government authority.
Article 14 – First Appointment of Bodies and Office
For the first time the nomination of the bodies and the positions of the Foundation shall be carried out during the constituent act.
Article 15 – Final definitions and Rules
For everything unexpected reference is made to the application of the norms of law.