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ART. 1
There shall be constituted the Association, known
as the "Venice International Foundation", based in Venice.
ART. 2
The Association shall carry out and promote
activities connected with culture, research and information,
with particular reference to the activities and initiatives
of the Venetian Museums, without the intent of profit, in
the Veneto Region area exclusively, according to the
jurisdiction described art. 14 of DPR 616/77.
In particular, the Association will stipulate agreements
with the Municipality of Venice for the most suitable use of
the services, premises and initiatives of the Venetian Civic
Museums.
The Association, within the principles contained in Section
2 of Book I of the Civil Code, may carry out all activities
necessary to achieve these objectives and in particular
provide related services in favour of its members and third
parties in accordance with the procedures laid down by the
Board of Directors. The Association may carry out in a
lesser manner, commercial activities strictly associated
with and complementary to the institutional activities and
for which, separate bookkeeping procedures will be kept.
To these aims, the Association may purchase, sell, barter
and administrate property as well as registered movable
goods, stakes in companies, corporations and organisations,
and also promote the constitution of associations,
foundations and consortiums.
ART. 3
The members, of an unlimited number, shall be
individuals, legal entities, corporations and institutions,
national and international, who took part in the foundation
of the Association or have since been admitted by the Board
of Directors. The members shall be divided into the
following categories:
- Founding Members.
- Ordinary Members.
Founding Members shall be those who have participated in the
constitution of the Association, as well as those who, at
its foundation, made a decisive contribution in introducing
it into the world of culture and the media, and have been
admitted into this category by the Board of Directors.
Ordinary Members shall be those who have been admitted as
such by the Board of Directors for having demonstrated
interest in the field of culture and art, and for having
contributed to the promotion of cultural activities
conforming to the purposes of the Association.
The Assembly of the Members can establish further or
different criteria for admission, however, compatible with
the institutional purposes of the Association.
The title of member is not transferable, except for transfer
due to mortis causa. This membership cannot be re-valued. A
member may withdraw from the Association, by advance notice
in writing to that effect to the Board of Directors; every
such notice shall be deemed effective from the end of the
membership year. The members shall lose their membership for
lack of payment of the quotas and may be excluded from the
Association, as in art. 24 c.c.
ART. 4
The beginning patrimony of the Association is constituted by
deposits made by the Founding Members and amounted to
248,900,000 Lire (two hundred eight million nine hundred
thousand). This can be incremented over time by the
following income sources, if not otherwise utilised for the
realisation of the institutional purposes:
a) by proceeds from activities of the Association;
b) by the fees paid by its members;
c) by any other sum or goods acquired legitimately.
ART. 5
Bodies of the Association shall be:
- the Assembly;
- the Board of Directors;
- the Chairman;
- the Board of Auditors.
Those holding offices with the Association shall have no
right to any remuneration other than the reimbursement of
expenses incurred in pursuing the needs and interests of the
Association.
ART. 6
The Assembly shall be constituted by the Founding Members
and the Ordinary Members. The Members shall be convened by
the Board of Directors for an Assembly at least once a year,
for approval of the budget with thirty days written advance
notice and containing the order of the day, including
communication by fax.
The Assembly will also be convened according to art. 20,
paragraph 2 c.c., whenever the need should arise or when a
request has been motioned, seconded by at least one tenth of
the members. All fully paid-up members shall have the right
to participate in the Assembly.
The legal entities and collective bodies must be represented
by an individual delegated for this purpose by the relevant
bodies. Every member shall have the right to vote and may be
the bearer of no more than three proxy-votes.
ART. 7
The Assembly shall be chaired by the Chairman of the Board
of Directors or, should he be absent or unable to attend, by
the Vice President or by a person designated by the Board of
Directors itself. The Chairman of the Assembly shall
nominate a secretary and, if necessary, two scrutinisers.
The minutes of the meeting of the Assembly shall be drawn up
and signed by the Chairman and the Secretary. A copy of the
minutes described in the preceding paragraph, must be
available for consultation at the Association for 30 days
successive to its drawing up.
ART. 8
The Assembly shall be deemed valid if at least half of the
Association Members are present. At a second convocation,
the Assembly shall be deemed valid whatever the number of
members present. The resolutions of the Assembly shall be
adopted with a majority of votes of those present.
ART. 9
The Assembly shall deliberate on the
annual activities programme of the Association, prepared by
the Board of Directors according to art. 11 described in the
following paragraph, the budget and final accounts, and on
the nomination, within the limits stipulated in art. 10 and
14, of the members of the Board of Directors and the Board
of Auditors. With this deliberation, the criteria for the
admission of new Members shall be established, according to
the methods described in art. 3 paragraph 5.
It shall also deliberate on modifications to the Statute and
on the dissolution of the Association with a quorum of at
least three quarters of the members and a vote in favour by
the majority of those present and by the majority as well on
the dissolution of the Association with a favourable vote of
at least three quarters of the members
ART. 10
The Association shall be administered by a Board of
Directors, which shall consist in a number of members
ranging from seven to eleven, but which must always be odd;
they shall be elected by the Assembly and at least three of
these must be Founding Members. Members nominated and
elected shall remain in office for three years and may be
re-elected. Elected members shall lose their office ipso
iure if they do not participate at Board meetings on three
consecutive occasions without a valid justification.
The Board shall elect the Chairman, as well as a Vice
President, if necessary, having assistant functions, and
designate a secretary from outside the Association.
ART. 11
The function of the Board of Directors shall be to direct,
promote, and control the activity of the Association to
achieve the aims laid down in art. 2 of this Statute.
In particular the Board of Directors:
a) shall approve the annual programme of activities to
submit for the approval of the Assembly and give orders for
its realisation;
b) shall approve the budget and final accounts to be
submitted to the Assembly; a copy of the budget to be
approved will be available for consultation at the
Association offices during the fifteen days before the
convocation of the Assembly of the Members;
c) shall adopt the organisational and negotiation measures
for the administration of the Association.
ART. 12
The Board shall meet whenever the Chairman deems it
necessary, and in any case, at least once per year in order
to prepare the estimated and final budget, with 7 (seven)
days advance written notice, including by fax communication,
indicating the issues to be discussed.
The Board shall also meet when at least thirty per cent of
its members, requests it, with 7 (seven) days advance
written notice indicating the issues to be discussed.
The Board shall have the authority to invite experts on
subjects to its meetings, in order to hear their opinion
regarding the subjects that it intends to discuss. In
particular, the meetings of the Board of Directors shall be
attended by the Councillor for Cultural Affairs of the
Municipality of Venice, or by someone delegated by him, with
a consultative vote. In particular, whenever it has to
deliberate on initiatives concerning or consequential to the
activities of the City Museums, the Board shall have the
authority to invite to its meetings administrators from the
Municipality appointed to direct such activities.
The members of the Board of Auditors may also attend the
meetings of the Board of Directors.
For its deliberations to be valid, the majority of the
members of the Board must be present, and the deliberations
voted on by a majority of those present. The minutes of the
Board meetings shall be drawn up and undersigned by the
Chairman and Secretary
ART. 13
The Chairman shall be the legal representative of the
Association, shall convene and preside over the Board of
Directors, and ensure that the measures adopted by the Board
of Directors are carried out.
ART. 14
The administration of the Association shall be checked by a
Board of Auditors, constituted by three members, elected
every three years by the Members Assembly. The Auditors must
ascertain the regularity of the Association's accounts, draw
up an annual auditors report, and may ascertain the
financial situation, the existence of securities and stocks
owned by the Association and may undertake, at any time,
even individually, acts of inspection and control.
ART. 15
The Association's fiscal year shall run from Jan. 1 to Dec.
31. It is severely prohibited to distribute, even
indirectly, the monies leftover from the management, and in
the same way, funds, reserves or any other patrimony, except
where the distribution may be required by law.
In case of dissolution of the Association, it is obligatory
to transfer the patrimony to another association with
analogous purposes or having the scope of public utility,
after approval by a controlling organisation, described in
Art. 3, p. 190, of the Law number 662/96 and except in the
case of a different destination required by the law.
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