A foundation was established and denominated "Vialli and Mauro Foundation for Research and Sport – Onlus." The Foundation must use, in all distinctive signage and communication directed to the public, the expression "Non-profit organization of social initiative" or the acronym "Onlus".
The legal headquarters of the Foundation is located in Turin.
The Foundation does not have a durational limit.
The Objective of the Foundation, excluding any purpose for profit, is the exclusive pursuit of the objectives of a charitable organization in the following sectors:
- scientific research of particular charitable interests in the area of tumours and amyotrophic lateral sclerosis (ALS) and in the cure of the same, entrusted to universities, research entities and other foundations that directly operate in the area and according to the methods defined in the appropriate governing regulations issued pursuant to Art. 17 of statute no. 400 of 23 August 1988;
- beneficence towards deserving youth in difficult conditions of illness or need.
The Foundation cannot perform activities other than those indicated above with the exception of those directly connected.
The aforementioned activity and that which is directly connected can be performed through the promotion and development of activities designed for the diffusion of sports and in particular football as an historic cultural phenomenon, and in all of the forms deemed suitable such as exhibitions, seminars, conventions and in general events of special attraction.
The Foundation plans to pursue its objectives:
a) with the revenue derived from the management of the capital;
b) with eventual donations, and liberal grants and endowments, with subsidies on the part of the founders, as well as public and private individuals that are not expressly directed towards the increase in capital;
c) with the proceeds derived from the actual activities;
d) with every other type of revenue or acquisition.
The Foundation capital was created from donations made by the Founders during the establishment of the foundation deed as well as amounts subject to donation or bequest under such title by the Founders or other persons.
The revenue, which the Foundation establishes for the fulfilment of its objectives, is created by:
- contributions, financing and donations from the Founders and third parties as well as from the revenue derived from the capital;
- the bequests implemented and all other amounts that are donated without the title of increase in capital.
The Foundation can request medium term loans and financing in order to finance their actual institutional activities.
The Founders are those that were involved in the establishment of the Foundation company charter and the persons, entities or businesses successively identified as such by a unanimous vote of the existing Founders.
If this statute requires deliberation by the Founders, the same are summoned to an appropriate meeting as assembled by the Board of Directors by telegram or fax or email which is to be sent at least five days prior.
In said meeting, the voting will take place in an evident manner or, if requested, by secret ballot.
Furthermore, for the purpose of perpetuating the primary intentions and the objectives of the Foundation, the individual heirs of the Founders have the right to be recognized as Founders as long as their intention is communicated to the surviving founders.
The branches of the foundation are:
- the Board of Directors;
- the President and the Vice President;
- the Secretary General;
- the Board of General Auditors or the Auditor.
The reimbursement of expenses related to the appointment is exclusively recognized for the President, the Vice President and the members of the Board of Directors.
An annual gross compensation can be provided for the Secretary General as determined by the Board of Directors based on a proposal by the President.
An annual gross compensation as established based on the minimum fees provided in the effective professional rates as well as the reimbursement of fees related to the appointment can be recognised for the Board of Auditors.
The Board of Directors is formed by a variable number of members from a minimum of two to a maximum of nine, of which are nominated by the existing Founders by a unanimous vote, with a duration of four years and of which can be reconfirmed.
In the event of withdrawal by a Member during the appointment for any motive, the others will provide for a substitution; the new member will remain in the appointment for the remaining time period of the existing Board of Directors.
The Board of Directors has all of the ordinary and extraordinary administrative powers and in particular:
- defines the program direction and guidelines for the Foundation activity;
- has the obligation of drafting and approving within the month of October the annual plan of the activities of the entity and the estimated budget;
- has the obligation of drafting and approving, within the month of April, the statement regarding the relationship between the activities of the entity and the final financial statement as furnished by the Board of Auditors or the Auditor;
- provides for the nomination of the President and Vice President;
- provides for the nomination of the Secretary General, determines the duration of the appointment and the eventual compensation;
- defines the criteria for the management of the capital and the relative sources and assumes the choices regarding investment matters;
- deliberates on the acceptance of contributions, donations and bequeaths;
- establishes the criteria and the method of distribution of the revenue.
The Board of Directors is convened by the President by means of written communication sent at least eight days prior to the established date of the meeting and with the indication of the matters to discuss. In the event of an emergency, the convocation will be validly implemented even if it is sent at least two days prior to the established date by means of a telegram or fax or electronic mail or nonetheless, if the entire Board will be present.
Moreover, the Board of Directors must be convened each time that there is a written request of at least one third of its members or the Board of Auditors or the Auditor.
The President presides over the Board of Directors or, in his absence; the person designated by those present will preside.
The Secretary General and the Board of Auditors or the Auditor can participate in the Board of Directors meetings but without voting rights.
For the validity of the deliberations of the Board of Directors, the participation of a majority of the members is necessary and deliberations are assumed according to a majority of those members present.
In the event of an equal number of votes if the Board is composed of at least three members, the side of the President prevails or, if absent, the Vice President.
The minutes from the Board meeting will be drafted and transcribed by the attention of the Secretary General in appropriately numbered books and certified by a Notary.
The President and the Vice President are nominated by the Board of Directors from among its members, the duration of the appointment is four years, and they can be reconfirmed.
The President is the legal representative of the Foundation with regards to third parties and legal matters, with the right of performing all of the actions that are included in the objectives of the Foundation itself within the limits of the law, including the procedures of the nomination and revocation of special proxies.
In the event of absence or evidence of impediment to the President, the Vice President will temporarily assume the functions; the concrete exercise of the presidential functions by the Vice President certified in the impediment by him, exonerates third parties of all responsibility and verification of the same.
The President and the Vice President, assisted by the Secretary General, will furthermore be responsible for the execution of the deliberations adopted by the Board of Directors.
The Secretary General will be nominated by the Board of Directors, which will also determine the duration of the appointment.
He will assist the President and the Vice President in the execution of the deliberations assumed by the Board of Directions and coordinate the activities of the Foundation, prepare the projects of the preliminary budget and final financial statement, and participate as secretary in the meetings of the Board of Directors and, if nominated, in the Committee of Scientific Culture. The appointee of Secretary General is compensated in the measure and by the method eventually established by the Board of Directors.
The Board of General Auditors is composed of three effective members and two substitutes, which will remain in the appointment for four years, and are nominated by a majority of the existing Founders and can be reconfirmed. The members of the Board must be inscribed in the Registry of Professional Auditors.
The annual gross compensation of the Auditors is eventually determined by a majority of the existing Founders taking into consideration the minimum salaries established in the effective professional rates.
The Board of Auditors provides for the control of the administrative and financial management of the Foundation, certifies the regular accounting procedures, and annually refers to it in a written statement of the budget with comments provided by the Board of Directors.
The Board of Auditors can assist in the meetings of the Board of Directors.
In the event of withdrawal by an Auditor, the replacement will be a substitute of a major age for the remaining part of the four year period.
If a majority of the Founders deem it opportune, as an alternative to the Board of Auditors, they may nominate an individual Auditor who will remain in the appointment for four years.
The Board of Directors can nominate a Committee of Scientific Culture, with the assignment of consultancy for the realisation of specific projects, which is formed by experts chosen among personalities of particular competence within the environment of the activities of the Foundation.
The Board of Directors will define the composition, the duration and the eventual compensation.
The Foundation will institute a Friends of the Foundation Registry in which Public and Private entities as well as individuals that have contributed in a considerable manner for the purpose of pursuing the statutory objectives will be inscribed by deliberation of the Board of Directors.
The fiscal period will conclude each year on the thirty-first of December.
Modifications to the existing Statutes and the eventual dissolution of the Foundation will be deliberated to a two-thirds majority with respect to three-fourths of the existing Founders.
The Foundation cannot distribute, even in an indirect manner, management profits or surpluses nor funds, reserves or capital during its actual existence, unless the destination or distribution is imposed by law or it will be implemented in favour of another Onlus that by law, statute or regulations are a part of the same and a unitary structure.
The Foundation is obliged to spend the management profits or surpluses for the realisation of the institutional activities and to those with which it is directly connected.
In the event of dissolution of the Foundation for whatever reason, the distribution of the capital will be in favour of other non-profit charitable organizations or public use, evidenced by the organism of control which is outlined in art. 3 paragraph 190 of statute no. 662 of 23 December 1996, subject to diverse destinations imposed by law.
For the first time, the nominations of the branches and the appointments to the Foundation can be implemented in the company charter.
For all that is not provided in this Statute, the effective laws regarding the matter will be applied.