Privacy | Credits FOUNDATION ACTIVITIES ARCHIVE PUBLICATIONS LIBRARY EVENTS LINKS CONTACTS Home > The foundation> Statute Foundation Family history Headquarters Statute Statute Art. 1 - Constitution It was established on the initiative of Mrs. Luisa Alberica Trivulzio and Avv. Gian Giacomo Attolico Trivulzio («Founders natural persons»), as well as the Molgora SpA Real Estate Company with registered office in Milan, via G. Morone 8 («Founder legal person»), a Foundation called «Fondazione Trivulzio». Art. 2 - Headquarters The Foundation has its headquarters in Milan, Via Morone n. 8 where the historical archive of the Trivulzio family is located (hereinafter «Archivio Trivulzio»). The Board of Directors has the right to transfer the location of the registered office, as long as it is within the territorial scope of the Province of Milan. Art. 3 - Aims The non-profit Foundation proposes the exclusive pursuit of cultural purposes to be exhausted within the territorial scope of the Lombardy Region and cannot distribute profits. The Foundation has the aim of promoting, developing, coordinating and managing cultural initiatives and activities, directly or indirectly connected to the history and role of the Trivulzio family over the centuries both in Italy and abroad. In particular, for the pursuit of the statutory purposes, the Foundation may: (a) promote projects, research and interventions aimed at the conservation and enhancement of its archival, book and artistic heritage, to encourage in-depth knowledge and an articulated dissemination of this heritage at scholars, specialists and non-specialists; (b) to promote and develop studies and research in the historical and artistic field on the Trivulzio family both in the history of Milan and in the national territory, as well as internationally, from the late Middle Ages to the contemporary age; (c) to promote and develop studies, research, projects and interventions aimed at the conservation and enhancement of artistic and cultural assets - owned by third parties - directly and indirectly connected to the Trivulzio family and the promotion and organization of related cultural activities; (d) to promote and develop studies on the art of gardens, both Italian and foreign, with regard to their historical-architectural and botanical references, as well as greater awareness of the needs and potential of the territory; (e) promote the studies and research of young Italian and foreign scholars and researchers who carry out research and studies aimed at the Foundation's purposes, establishing scholarships for the same; (f) to promote and collaborate together with other foundations, associations, bodies and other Italian or foreign institutions, in the implementation of initiatives, researches and projects that have purposes connected with the aims of the Foundation; (g) to promote and organize conferences, meetings, seminars, study courses, cultural events and exhibitions, proceeding with the publication of the related acts and / or documents, and all those initiatives suitable for promoting contact between the Foundation, scholars, operators and national and international organizations, their employees and the public; (h) enter into agreements for the assignment of part of the activities to third parties; (i) administer and manage the assets of which it is the owner, lessor, borrower or otherwise, owned or held; (j) participate in associations, foundations, bodies and institutions, public and private; also foreign, whose activity is directed, directly or indirectly, to the pursuit of purposes similar or connected to those of the Foundation itself. The Foundation may, if it deems it appropriate, also contribute to the constitution of the aforementioned bodies; (k) carry out any other activity suitable, or support, for the pursuit of institutional purposes; (l) promote the direct and indirect collection of funds to be disbursed - together with the management fund - in favor of projects and initiatives referred to above; (m) assist those who intend to donate, working to remove cultural, administrative, legal and fiscal obstacles to the dissemination of a culture of donation, also offering the possibility of establishing internally funds with specific characteristics and purposes, as long as within the limits of their own statutory purposes. It is not allowed to carry out activities other than institutional ones. The Foundation may, however, carry out all activities connected or ancillary to the statutory ones as instrumental to them, provided that they are not incompatible with its nature as a Foundation and carried out within the limits permitted by law. Art. 4 - Assets For the pursuit of the Foundation's statutory purposes and to ensure its functioning, the unavailable assets are initially made up of assets conferred by the Founders who are individuals, as indicated in the deed of incorporation, as well as any further increases in assets arranged or procured by Founders, or also from donations, bequests and contributions from those - natural, legal, public and private persons - who wish to enhance the cultural activities of the Foundation itself. The assets of the Foundation may be increased by the portion of the unused management fund which, by resolution of the Board of Directors, is destined to assets. The Foundation may acquire equity funds from other entities and undertake to maintain, as far as possible, their original destination, provided that it does not conflict with its own purposes. The assets must be invested in such a way as to obtain the greatest possible income, compatible with prudent management and with the preservation, in the long term, of its value. Art. 5 - Management Fund For the fulfillment of its tasks, the Foundation has the contributions given by the Founder legal person, as well as the following income: - any income deriving from the enhancement of the assets referred to in article 4 of this statute; - of any donations or testamentary dispositions, which are not expressly destined to patrimony; - any other possible contribution from the Founders and third parties not expressly intended for the increase of the assets, which comes to the foundation for the implementation of its statutory purposes. The profits and operating surpluses, as well as the reserves and funds established with them, must be used for the realization of the institutional activities and those directly connected, unless they are set aside as assets by express resolution of the Board. Art. 6 - Financial year The Foundation has an unlimited duration and its financial years run from January 1st to December 31st of each year. The financial statements must be accompanied by a report illustrating the activity as a whole and the management trend in the various sectors in which the Foundation has operated, also with reference to the individual disbursements made during the year. The report must also explain the investment and provisioning strategy. The report must be accompanied by the list of subjects who have benefited from the contributions and disbursements made in any form by the Foundation, with an indication of the amount of the individual disbursements. The Auditor's report must also be attached to the financial statements. Art. - The President - The Board of Directors - The Scientific Committee - The Director - The Honorary President - The Auditor The offices provided for in this statute are free, with the exception of the Director and the Auditor, whose salaries are decided by the Board of Directors within the limits of law. The Directors may, however, be granted reimbursement by the Chairman of any expenses incurred due to specific offices received. Art. 8 - Board of Directors The Board of Directors is composed of a minimum of 3 and a maximum of 6 (six) members, appointed by the Founders who are natural persons who will replace within thirty days the designated member who dies due to resignation, permanent impediment or death, so that the functionality and continuity of the Foundation is ensured. The member thus appointed remains in office until the expiry of the Board. In the event of the death or permanent impediment of one of the two Founders who are natural persons, the power of appointment of the Founders as natural persons will pass to the Founder who is a surviving individual. In the event of the death or permanent impediment of both Founders, natural persons, the power to appoint the Directors will belong to Mrs Nicoletta Maria Nefri in Attolico Trivulzio, consort of the Founder Avv. Gian Giacomo Attolico Trivulzio in agreement with the children of the aforementioned Founder, Polimnia and Clemente. Subsequently, the power to appoint the directors will belong to the descendants of the Founder Avv. Gian Giacomo Attolico Trivulzio by mutual agreement between them. The members of the Board of Directors remain in office for five years and can be reconfirmed. The number of members can be increased up to one third of the members appointed by the Founders who are natural persons, through co-optation by the Board of Directors, which will decide with the favorable vote of the majority of its members. Those who find themselves in one of the conditions envisaged by art. 2382 of the Civil Code or who are employed by the Foundation or have a paid collaboration relationship with it. Causes for exclusion from the Board of Directors are: - failure to comply with the statutory provisions and regulations issued; - having carried out acts that damage the assets or image of the Foundation; - the occurrence of one of the incompatibility conditions. The exclusion is resolved by the Board of Directors by secret ballot and by absolute majority, with a motivated provision. Art. 9 - Powers of the Board of Directors The Board of Directors is invested with the widest powers for the ordinary and extraordinary management of the Foundation. In particular: - draws up and approves, by 31 (thirty-first) March of each year, the final balance sheet for the previous year) accompanied by a management report, as well as, by 30 (thirty) November, the budget for the following year ; - prepares and approves a report both on the activity carried out during the year and on that which is intended to be carried out in the year, or in future years; - oversees the organization of the Foundation and the implementation of its institutional tasks, promoting appropriate initiatives; - approves updates and amendments to the statute; - approves the acceptance of contributions, donations and bequests, as well as the purchases and disposals of movable and immovable property; - deliberates on any collaboration agreements between the Foundation, and other associations, public or private bodies, foundations, and institutes, Italian or foreign; - appoints the members of the Scientific Committee and its President; may appoint the Director, determining the annual remuneration within the limits of the law and determining the related duties to be published in accordance with the law; - resolves on the powers and duties that it deems to confer on the Chairman or the Director, in addition to those already due to them by statute, within the limits identified by its own resolution taken and filed in accordance with the law; - resolves on the termination of the Foundation and the destination of the assets in accordance with the provisions of article 16 below, appointing the liquidator; - can appoint an Honorary President. Art. 10 - Convening and resolutions of the Board of Directors (a) the Board of Directors is convened by the President whenever he deems it necessary or whenever a written request is made by at least one third of the members, and, in any case, at least three times a year . (b) the Board of Directors is convened with a notice sent to the members at least seven (7) days before the date set for the meeting, or in case of urgency, three (3) days, by any means suitable to ensure timely information on the topics to be discussed and proof of receipt (such as a letter delivered by hand, fax, e-mail or registered mail), and received by all the members of the Board of Directors and the Auditor, at the address shown in the company books; the meeting notice must indicate the day, place and time of the meeting, as well as the list of matters to be discussed. (c) The meetings of the Board of Directors can also be held in several places, contiguous or distant, linked audio and / or video. The meetings of the Board of Directors are considered validly constituted with the presence of the majority of its members in office. The Board of Directors for ordinary administration decides with the favorable vote of the majority of those present. To adopt resolutions of extraordinary administration, the favorable vote of 2/3 of the directors in office and the favorable vote of the majority of the directors appointed by the Founders natural persons are required. In the event of a tie, that of the President or whoever replaces him prevails. Minutes are drawn up of the meetings, transcribed in a special book and signed by the Chairman and the secretary of the meeting. The Board of Directors, if it deems it appropriate, may invite one or more members of the Scientific Committee and the Honorary President, if appointed, to its meetings. Art. 11 - President of the Foundation and Honorary President The President of the Foundation is chosen by the Board of Directors, from among its non-co-opted members, and remains in office for five years and can be reconfirmed. The President and whoever takes his place have the legal representation of the Foundation before third parties and in court, with all the powers relating to ordinary administration, including those to appoint lawyers and attorneys for disputes, as well as general or special attorneys, determining their powers. The President, or in case of impediment, whoever takes his place, convenes and chairs the Board of Directors. The Chairman, assisted by the Director, if appointed, oversees the execution of the resolutions of the Board of Directors; moreover, the Chairman can delegate these tasks, in whole or in part to the Director, or, for specific tasks, to other people even outside the Board of Directors, whose powers will be deposited and published in accordance with the law. The President convenes the Scientific Committee when he deems it appropriate. In case of absence or impediment of the President, his powers are exercised by the Vice President, appointed by the Board of Directors or, in his absence, by the oldest member of the Board of Directors. The Honorary President, if appointed, has consultative functions to the Board. Art. 12 - Scientific Committee If appointed, the Scientific Committee is made up of a variable number of members up to a maximum of 5 (five) as determined by the Board of Directors at the time of appointment. The members of the Scientific Committee will be chosen from among personalities from the academic, scientific and cultural world. The members of the Scientific Committee remain in office for the term established by the Board at the time of their appointment and in any case up to a maximum of five years and can be reconfirmed. The members of the Scientific Committee can be replaced in the event of resignation, permanent impediment, or death, for the remaining period of the term of office. The Scientific Committee: - provides the Board of Directors with non-binding proposals for individual initiatives, as well as for the programs and development of the Foundation's activities; - at the request of the Board of Directors, it expresses suggestions and opinions also in relation to the provisions of its competence, in the following article 14. The Scientific Committee adopts its decisions by a majority of its members. Art. 13 - Director The Board of Directors can appoint the Director. He collaborates with the President in the implementation of the resolutions of the Board of Directors. He acts as secretary of the Board of Directors and draws up the minutes, which he signs with the President. He directs and coordinates the offices of the Foundation and any employees. It proposes to the Board of Directors the Foundation's activity programs drawn up by the Scientific Committee, if appointed. Coordinates the activities of scholars and researchers who benefit from Foundation grants or scholarships. It carries out on behalf of the President all the acts of ordinary administration relating to the management delegated to him, powers to be deposited and published in accordance with the law. Art. 14 - Scholarships and Study Prizes The scholarships established by the Foundation will be awarded through competitions for qualifications in favor of young people aged less than thirty, of Italian or foreign nationality, who have obtained a degree or equivalent qualification with a thesis in history in Italy or abroad, history of art, agriculture and architecture. The Board of Directors announces the competitions for the assignment of scholarships by setting in the individual calls: (i) the requirements for admission to the competitions; (ii) the extent, duration and methods of disbursement of the scholarships; (iii) the deadlines for submitting applications and qualifications. The Scientific Committee, if appointed, evaluates the qualifications and draws up the ranking of the competitors, leaving the decision on the final approval of the ranking to the final decision of the Board of Directors. The study prizes are of an extraordinary nature and can be established by the Board of Directors, which for this purpose will establish the cash amount of the individual prizes, the purposes, terms, conditions, methods for their assignment, as well as the criteria for the choice of beneficiaries. Art. 15 - Auditor The Auditor is appointed by the Founder as legal entity "Immobiliare Molgora SpA" and is the technical-accounting consultancy body of the Foundation) ascertains the regular keeping of the accounting records, examines the budget and financial statement proposals, drawing up specific reports on the financial statements annually final balance and the financial performance of the Foundation. The Auditor has the right to participate in the meetings of the Board of Directors and can access the Foundation's accounts at any time and examine the related documents. It remains in office for five years from the date of appointment and can be reconfirmed. Art. 16 - Liquidation of the Foundation In the event of dissolution of the Foundation for any reason, the assets and residual assets, once the liquidation of the same has been completed, will be devolved to other institutions, foundations or associations that pursue the same purposes as the Foundation according to the indications that will be given by the Board of Administration which is also responsible for the appointment of the liquidator. Art. 17 - Postponement clause For anything not expressly provided for in this statute, the rules of the civil code and the laws in force on the subject apply. signed Gian Giacomo Attolico Trivulzio President of the Trivulzio Foundation signed Francesco Guasti notary FOUNDATION TRIVULZIO - via Morone 8-20121 Milan - fondazione.trivulzio@tiscali.it