Charter of the Foundation Luigi Einaudi Onlus for studies of politics, economics and history
Approved by the Shareholders’ Meeting on July 3, 2017
Art. 1 – The Foundation: Name, Location and Purposes
The ‘Luigi Einaudi Foundation for Political and Economic Studies’, with registered offices in Rome, established by decree on 10 December 1962 as a moral entity with D.P.R. of 29 October 1963, took on the name of ‘Fondazione Luigi Einaudi Onlus for studies of politics, economics and history’. The Onlus acronym emphasizes that the institution is not for profit and pursues social utility goals. It is an integral part of the name of the Foundation and must be used on any distinctive trademark or in any communication to the public.
Art. 2 – Activities
The Foundation pursues its cultural goals through the promotion and implementation of scientific and dissemination initiatives such as studies, research, monitoring activities, conferences, seminars, exhibitions and publications on political, economic and historical issues, always inspired by political and economic thought as well as by liberal culture. With these same aims, the Foundation also promotes the training of young people with liberalism courses and scholarships and it makes its historical archive and library, the most important legacy of the Foundation, available to scholars and researchers. The Foundation shall not engage in activities other than those listed in Art. 10, paragraph 1, of Italian Legislative Decree no. 460/1997.
Art. 3 – Heritage
The Foundation’s assets consist of the arithmetic or algebraic sum:
- of the non-transferrable historic archive as valued on the records of the foundation.
- of the contributions, legacies and donations from which the Foundation may have benefited or may benefit after the 31.12.2016, to be allocated to the management fund for the pursuit of its statutory purposes.
Art. 4 – The Bodies
The bodies of the Foundation are: 1. The Assembly of contributors; 2. the Board of Directors; 3. the Chairman; 4. the Scientific Committee.
Art. 5 – Non-remuneration of offices
The people appointed with offices referred to in Art. 4 of this Statute are not entitled to any remuneration for the activities carried out, except for the reimbursement of expenses incurred in the interest of the Foundation and expressly authorized by the Chairman of the Board of Directors.
Art. 6 – Assembly of contributors
The Assembly of contributors, chaired by the Chairman of the Board of Directors, is made up of:
- the subjects, who have made contributions equal to or greater than € 25,000 in favour of the Institution and that pay an annual membership fee of € 1,000. In the absence of the yearly fee the subjects referred to under this letter retain their membership but lose their voting rights until they have settled their financial position;
- the subjects who have made contributions of no less than € 2,500 in favor of the same, limited to the period in which such contributions have been made;
The offers of contributions by new members pursuant to letters (a and (b will be submitted to examination by the BoD at the meeting immediately after the request is received.
The contributors may attend the Assembly personally or by proxy and each is entitled to voting rights.
The meetings of the Assembly are summoned by registered letter, or certified electronic mail, or email, with at least 15 days’ notice, by the Chairman who shall determine the place, the date and time of first and second call as well as its agenda
In first call, such meetings are valid if attended by the majority of the entitled while, at the second call they are valid regardless of the attendee’s number, even for extraordinary meetings
The Assembly’s deliberations are reached with the favourable vote of the majority of participants. The members of the Boards of Directors and the chartered accountant are entitled to intervene at the meetings of the assembly, without voting rights. It is the task of the Assembly of Contributors to:
- Elect the Chairman and the elected members of the Board of Directors from 4 to 8 and replace them if their appointment is terminated while still in office.
- Approve the financial statements for the previous year and the budget for the following year by 30 of April and 30 of November respectively.
- Resolve, in extraordinary circumstances, the sole participation of the members referred to in letter a) of the present article, any amendments to the present Statute and the dissolution of the Foundation as referred to in article 12.
- Decide on any other issue submitted to it by the Chairman.
The Assembly of Contributors shall meet at least twice a year and also each time the Chairman may deem it necessary or upon request of at least 2/5 of its components.
Art. 7 – Board of Directors
The Board of Directors consists of its Chairman, the Directors elected by and among the Assembly of contributors, as well as the former Chairmen of the Board, who are by right Honorary Board Chairman pending their explicit acceptance of such office and hold no voting right if not elected. The last former chairman, if he accepts the Honorary Chairman’s office during the first BoD meeting, is a fully-fledged member of the Board with voting right. The Scientific Committee Director may attend the BoD meetings without voting rights.
The offices of Chairman and Members of the Board last 3 years [with regard to the Members of the BoD referred to at the letter b) of Article 6, they are removed from office if they do not renew on a yearly basis –for the three year duration of the office – the said contribution or they are not permanently and formally delegated by a subject referred to under letter a) of Article 6] and may be re-elected.
The Board of Directors may, upon request of the Chairman, elect a Vice-Chairman with the duty of replacing the Chairman in case or absence or impediment. In the event of their simultaneous absence, the tasks of the Chairman are carried out by the oldest among the elected members of the BoD.
The tasks of the Board of Directors are:
- To identify actions, organizational structures and operating modes appropriate to the achievement of statutory goals;
- To monitor the good performance of the Foundation’s activities and the administration of its assets;
- To prepare drafts of the preliminary and final budgets to be submitted for approval by the Assembly of Contributors;
- To appoint the Chartered Accountant who attends only the BoD meetings related to the preparation of the preliminary and final budget.
- To appoint the scientific committee and its Director and to decide its organisation.
- To set, by 31 October of each year, the guidelines of the activities of the Foundation, taking into account the budgetary limitations and having listened to the Scientific Committee Director expressly invited to said meeting.
- Accept new contributors.
- Decide on any other matter submitted to it by its Chairman.
The Board of Directors meets at least 4 times a year, and whenever the Chairman deems it necessary, or upon request of at least 3 Directors. Its meetings are convened by the Chairman, which sets out the agenda, by e-mail and with at least 7 days’ notice, which can be reduced to 3 for urgent reasons.
Meetings of the Board of Directors are valid as long as they are attended, even in video or audio conferences, by at least one third of its members, and the resolutions are taken with the favourable vote of the majority of attendees. If the vote is concluded with the same amount of votes in favour and contrary to the proposal considered, the vote of the Chairman shall prevail.
Art. 8 – The Chairman
The Chairman is elected by the Assembly of Contributors among the subjects referred to under letter (a of Article 6, with a renewable three-year mandate; he/she presides over that Assembly and the Board of Directors of the Foundation, of which he/she is the legal representative and guarantor that its principles and culture are inspired by a liberal approach; he/she all the powers of ordinary and extraordinary administration of the moral entity.
He/she may appoint, after consulting the Board of Directors, a General Manager with the task of coordinating the activities of the Foundation and developing them. The Director General is not an organ of the Foundation.
Art. 9 – The Scientific Committee
The Scientific Committee is made up of academics and people of culture appointed, with a renewable mandate of three years, by the Assembly of Contributors, which establishes the number for each three-year period, with the power to increase it during the mandate. It has the task of steering and supervising the scientific and training activities of the Foundation regarding which it supplies the Assembly of Contributors and to the Board of Directors with programme guidelines and recommendations.
Art. 10 – Financial year and financial statements
The Foundation’s social year coincides with the calendar year. In carrying out their activities, the directors must pursue the revenue targets and comply with the spending limits of the budget for the current financial year, appropriately containing costs if revenues are lower than anticipated. The balance sheet of the Foundation should closely reflect the costs and revenues of its activities and therefore any resulting economic profit and any changes in the balance sheet.
The proceedings or surpluses have to be redeployed towards the realisation of institutional activities and those strictly connected to them.
The distribution, even indirectly, of said proceedings or surpluses, as well as any funds, reserves or capital during the life of the organisation is strictly forbidden, unless they are in favour of other ONLUS organisations that are by law, Statute or regulation part of the same structure.
Art. 11 – The Accounts Auditor
The Accounts Auditor must be registered in the Register of Chartered Accountants and appointed by the Assembly of Contributors with a three-year mandate. He/she manages the management accounts, oversees cash flow, ensures the regular keeping of the books and the soundness of the financial statements drafted by the directors and expresses its opinion by means of a special report on the budget and on the balance sheet. The Accounts Auditor is entitled to attend the Contributor’s Assembly called to approve the previous and next years’ budgets and the Board of Directors meeting, when called pursuant to letter (d of Article 7. The Accounts Auditor does not hold voting rights.
Art. 12 – The dissolution of the Foundation
The dissolution of the Foundation, deliberated pursuant to art. 6 paragraph 5 of this Statute, must be authorized pursuant to art. 6 of DPR 361/2000. The remaining assets at the end of the liquidation will be transferred to another ONLUS with similar objectives or for purposes of public utility.