FONDAZIONE ACCADEMIA CARRARA DI BERGAMO

Articles of Association of the Fondazione Accademia Carrara and the Convention between the Fondazione Accademia Carrara and the City of Bergamo.

Agreement between the Fondazione Accademia Carrara and the City of Bergamo Pdf Accademia Carrara Convention 4 Feb 2016 

 

Articles Of Association

 

Article 1 – Constitution

A foundation is established under the name

Fondazione Accademia Carrara di Bergamo

with head offices in Piazza Giacomo Carrara 82, Bergamo.

It responds to the principles and legal framework of a Fondazione di Partecipazione, within the broader field of foundations governed by the Italian Civil Code and related laws.

The Foundation is a not-for-profit entity and cannot distribute profits.

The aims of the Foundation are achieved within the region of Lombardy.

 

Article 2 – Delegations and Offices

Delegations and offices may be set up both in Italy and abroad in order to carry out, in an accessory and instrumental manner, the promotional activities as well as to achieve the development and expansion of the necessary network of national and international relations required to support the Foundation itself.

 

Article 3 – Purpose

The Foundation promotes, forms and disseminates expressions of culture and art.

In particular, the Foundation fosters the promotion and public enjoyment of the artistic, historical and cultural heritage of the Accademia Carrara and, in accordance with the inspiration of its original founder Count Giacomo Carrara, it intends to “promote the study of the fine arts in order to benefit the Nation and its People”.

The Foundation acts as an advanced research centre in the field of classical, historical, philological, and scientific studies concerning art, interacting with cultural institutions, museums, academies, universities, and other organisations, in order to bring about synergy and cooperation in the field of high culture.

 

Article 4 – Directly Connected, Ancillary and Instrumental Institutional Activities,

In the pursuit of its aims, the institutional activity of the Foundation is the direct and indirect management of the artistic and cultural complex known as the Accademia Carrara, as it has evolved over time, starting from the “Act of Introduction of the Municipality of Bergamo into the Ownership of the Accademia Carrara” stipulated on 18 December 1958, including the procedures of verification and control.

 

To achieve its goals, the Foundation may, among other things:

  1. enter into any appropriate deed or contract, also for financing approved operations, including for borrowing and for short-term or long-term loans, for the purchase of property or land rights, the signing of agreements of any kind with public and private institutions that are considered appropriate and useful for achieving the purposes of the Foundation;
  2. administer and manage the assets of which it is the owner, lessor, bailee or of which it is in any way the owner or holder;
  3. take part in associations, institutions and organisations, public and private, the activities of which, directly or indirectly, pursue aims similar to those of the Foundation itself;
  4. enter into, in compliance with its statutory principles, agreements or contracts for the assignment of parts of its activities to third parties;
  5. promote and organise seminars, training courses, events, conferences, meetings, exhibitions and displays, publishing related proceedings or documents, and all appropriate initiatives to bring about systematic contacts between the Foundation, the cultural system, experts and members of staff, and the public;
  6. organise exhibitions and displays in general;
  7. promote study and research, both directly and through the awarding of prizes and scholarships;
  8. collaborate and establish relations with scientific and cultural institutions, both public and private;
  9. carry out fundraising and funding activities in order to implement and support its initiatives;
  10. carry out, in an ancillary and instrumental manner with regard to the pursuit of its institutional aims, commercial activities in the publishing, multimedia, audio-visual, and merchandising sectors in accordance with the laws in force;
  11. carry out any other suitable activity that can help achieve its institutional aims.

All economic and financial activities, carried out in an accessory and limited manner, are performed within the limits permitted by law and with the sole purpose of enabling the Foundation to achieve its institutional aims.

 

Article 5 – Supervision

The competent authorities supervise the activities of the Foundation in accordance with such current legislation on the matter as may be in force at the time.

 

Article 6 – Assets

The assets of the Foundation consist of the following:

  1. the endowment fund, consisting of contributions in the form of money or movable and immovable property, or other benefits conferred by the Founder-Promoter, by the Founding Members, Co-founders, Partners and Supporters;
  2. such movable and immovable properties, rights and participations as may be received or that may come to the Foundation for any reason, including those it may purchase in accordance with the provisions of these Articles;
  3. donations made by institutions or individuals with the express intention of increasing the assets;
  4. the portion of unused income that, by resolution of the Board of Directors, may be used to increase the assets;
  5. contributions to the assets made by the European Union, the Italian state, local authorities or other public bodies.

 

Article 7 – Management Fund

The Foundation’s management fund consists of:

  1. contributions, in any form they may be given, from the Founder-Promoter, Founding Members, Co-founders, Partners, Supporters or third parties;
  2. any donations or testamentary provisions that are not expressly destined for the endowment fund;
  3. any other contributions made by the Italian state, local authorities or other public bodies;
  4. income and proceeds deriving from the assets and from the Foundation’s activities;
  5. revenues from institutional, ancillary, instrumental and related activities.

The revenues and resources of the Foundation are used for the functioning of the Foundation.

 

Article 8 – Financial Year

The financial year begins on 1 January and ends on 31 December of each year.

The Board of Directors shall approve the forward budget for the following year by the end of November and, by 30 June, the final balance sheet for the previous year.

A copy of the financial statements, together with the minutes of the BoD meeting in which it was approved, shall be filed in accordance with the law.

Within their respective areas of responsibility, the organs of the Foundation may enter into commitments and obligations within the limits of the approved appropriations in the budget.

The Board of Directors of the Foundation may set up special funds destined for, and linked to, the implementation of projects, or for the Foundation’s funding or self-financing procedures, also as surety. Said special funds shall be properly indicated in the Foundation’s accounting and financial statements.

The Foundation is non-profit-making and cannot distribute profits, operating surpluses, or funds and reserves during its life, unless the destination or distribution is required by law.

 

Article 9 – Members of the Foundation

Members of the Foundation are as follows:

  • Founder-Promoter;
  • Founders;
  • Co-founders;
  • Partners;
  • Supporters.

 

Article 10 – Founder and Promoter – Founders – Co-founders

The Municipality of Bergamo is the founder and Promoter.

The title of Founding Member is applicable solely for those legal entities, public or private, individual or associated, and those Italian or foreign institutions that have signed the articles of incorporation and that have undertaken, in accordance with the same, to support the Foundation on a three-year basis according to the transitional provisions of the present Articles.

The title of Co-founder is applicable to those legal entities, public or private, individual or associated, and those Italian or foreign institutions that have signed the articles of incorporation and that have undertaken, in accordance with the same, to support the Foundation through a contribution in cash, goods or services, to the Endowment Fund and/or Management Fund, on a three-year basis according to the transitional provisions of the present Articles and subsequently in the forms, manners and measure established by the Board.

The titles of Founder and Cofounder have a duration of three years and may be renewed.

Failure to fulfil the obligations underwritten entails suspension of the administrative rights deriving from the qualification of Founder or Co-founder, as laid out in the present Articles, for the entire period in which said non-compliance persists.

 

Article 11 – Partners and Supporters

Partners are such legal entities, public or private, individual or associated, and such institutions that have signed the articles of incorporation and that, in accordance with the same, have undertaken to support the Foundation through a contribution, in cash, goods or services, to the Management Fund, on a three-year basis – or that, in support of the aims of the Foundation, contribute to its life and to the achievement of its aims by donating a lump-sum payment – according to the transitional provisions of the present Articles and subsequently in such forms, manners and measure as may be established in detail by the Board. Supporters are such natural persons or legal entities, public or private, that, in support of the aims of the Foundation, contribute to its life and to the achievement of its aims by donating money or by an activity, which may be professional, that is of particular significance, or with material or immaterial goods – according to the transitional provisions of the present Articles and in such forms, manners and measure as may be established in detail by the Board of Directors. Partners and Supporters may allocate their contribution to specific projects that are included within the scope of the Foundation’s activities. The title of Partner and Supporter lasts for the entire period for which the contribution has been regularly paid.

 

Article 12 – Foreign Founders, Co-founders, Partners and Supporters

Natural persons and legal entities, as well as public or private institutions with offices abroad, may become Founders, Co-founders, Partners and Supporters.

 

Article 13 – Exclusion and Withdrawal

The Board of Directors decides, with an absolute majority, the exclusion of Founders and Participants, for serious and repeated failure to fulfil the obligations and duties that derive from these Articles, including, by way of example and without limitation:

– conduct contrary to the duty of collaboration;

– conduct incompatible or in conflict with the Foundation’s ideals and strategies.

Founders and participants may, at any time, withdraw from the Foundation, without prejudice to their duty to fulfil any obligations undertaken.

The Founder-Promoter cannot under any circumstances be excluded from the Foundation.

 

Article 14 – Bodies of the Foundation

The bodies of the Foundation are as follows:

  • Board of Trustees;
  • Board of Directors;
  • President and Vice President of the Foundation;
  • Director;
  • Advisory Board;
  • Scientific Committee;
  • Statutory Auditor.

The members of the corporate bodies of the Foundation receive no compensation, indemnity, or attendance fee for their work.

 

Article 15 – Board of Trustees

Composition and responsibilities

The Board of Trustees consists of a minimum of three and a maximum of six members.

Its composition is as follows:

  • the Mayor of the City of Bergamo, or his/her delegate, as a representative of the community of Bergamo and acting on its behalf, as President;
  • a member appointed by the Founder-Promoter, and chosen from among persons of the highest professionalism and reputation in sectors pertinent to the Foundation;
  • a maximum of two members appointed by a joint resolution adopted by a majority of the Founders; in the event of an absence of Founders, the members allocated to them will be chosen by the Co-Founders;
  • one of the Co-Founders, chosen by the members as described above;
  • a member appointed by the Commissaria dell’Accademia Carrara di Bergamo.

Members of the Board of Trustees remain in office until the approval of the final balance sheet for the third year after their appointment, and they can be re-elected only once.

Any member of the Board of Trustees who, without justified reason, does not take part in three consecutive meetings may be declared debarred from the Board itself. In this case, as in any other case of vacancy of the office of director, the remaining members, with regard to the nominations referred to in the second paragraph, shall nominate another director, or other directors, who will remain in office until the end of the term of the Board of Trustees. Should the number of directors be less than three, the Committee is deemed to have lapsed and shall be re-established in accordance with these Articles.

The Board of Trustees examines the aims and programmes of the Foundation, as proposed by the Board of Directors, and analyses the overall results of its management. In particular, it:

  • expresses opinions concerning the Foundation’s general activities, with regard to the scope and activities referred to in Articles 2 and 3;
  • proposes areas of operation, pointing to future areas of development of the Foundation, also with regard to its positioning;
  • expresses its opinion on the forward budget and on the final balance sheet;
  • appoints, upon the President’s recommendation, the Vice President of the Foundation;
  • appoints the members of the Board of Directors for whom it is entitled, pursuant to Article 17 of these Articles of Association;
  • appoints the members of the Advisory Board;
  • appoints the Scientific Committee;
  • appoints the Statutory Auditor;
  • deliberates any statutory modifications;
  • deliberates the winding-up of the Foundation and the transfer of its assets;
  • performs all the other tasks entrusted to it by the present Articles.

 

Article 16 – Board of Trustees

Convening and quorum

The Board of Trustees is convened by the President on his or her own initiative or at the request of two-thirds of its members.

The convocation is not subject to special formalities so long as it is made by proper means – with proof of reception by the recipients – at least ten days prior to the date established for the meeting; in case of necessity or emergency, the communication may be made three days prior to the scheduled date.

Notice of convocation shall contain the agenda of the meeting, and the place and time. It may also indicate the day and time of the second convocation, and may establish that said convocation be set for the same day as the first convocation, no less than one hour after it.

The meeting of the Board is valid, upon first convocation, when at least two-thirds of its members are present; the meeting is valid upon second convocation whatever the number of those present, provided that the President is present. Resolutions are passed by a vote in favour by a majority of those present; in the event of a tie, the President will have the casting vote.

Resolutions concerning the appointment of members of the Board of Directors, approval of amendments to the Articles of Association and any proposal to wind up the Foundation are valid when adopted with the favourable vote of the members nominated by the Founder-Promoter.

The meetings are chaired by the President or, in case of his or her absence or impediment, by the Vice President. In the absence of both, the meeting shall be adjourned.

The minutes of the meetings of the Board are drafted and signed by the person who chairs the Board itself and by the Secretary of the meeting.

The meetings of the Board of Trustees may also be held by means of remote conferencing on condition that all the participants can be identified and that they are allowed to follow the discussion and intervene in real time in the debate on all topics addressed. When these requirements are met, the meeting of the Board of Trustees is deemed to have been held in the place where the President is located and where also the meeting Secretary shall be present.

 

Article 17 – Board of Directors

The Board of Directors consists of a minimum of three and a maximum of six members.

  • the President of the Foundation;
  • one member appointed by the Founder-Promoter;
  • three members appointed by the Board of Trustees, chosen from among the private members of the Foundation.

One member, appointed from among its members by the Commissaria dell’Accademia Carrara di Bergamo, is a Permanent Guest at the meetings of the Board of Directors.

Members of the Board of Directors remain in office until the approval of the final balance sheet for the third year after their appointment, and they can be re-elected only once.

Any member of the Board of Directors who, without justified reason, does not take part in three consecutive meetings may be declared debarred from the Board itself. In this case, as in any other case of vacancy of the office of director, the remaining members shall nominate another director, or other directors who will remain in office until the end of the term of the Board of Directors. Should the number of directors be less than three, the Board is deemed to have lapsed and must be re-established in accordance with these Articles.

The Board of Directors takes care of the ordinary and extraordinary administration and management of the Foundation, adopting criteria of economy, effectiveness, and efficiency, within the framework of approved plans, projects, and budgets. In particular, the Board of Directors takes all necessary steps to:

  • prepare the programmes and objectives, to be presented annually to the Board of Trustees;
  • prepare a plan of operations and services;
  • approve the regulations concerning the organisation and running of the Foundation;
  • deliberate on the acceptance of inheritances, legacies and contributions;
  • approve the forward budget and the final balance sheet to be presented to the Board of Trustees;
  • appoint the Director of the Foundation, upon the recommendation of the President;
  • establish the general principles underlying the Foundation’s organisational structure, with regard to the development of its activities and the implementation of its programmes;
  • establish the areas of activity and set up the departments of the Foundation and appoint managers for them, establishing their functions, nature and duration;
  • appoint scientific and technical/scientific committees, also for specific projects, establishing the number of members and their functions and rules of operation;
  • perform all the other tasks entrusted to it by the present Articles.

To improve the effectiveness of management, the Board of Directors may delegate functions both to the President and to the individual members of the Board itself, within the limits set out by its own resolutions adopted and filed in accordance with the law.

The Board of Directors is convened by the President or at the request of a third of its members; The convocation is not subject to special formalities so long as it is made by proper means, with proof of reception by all the recipients.

It is validly constituted with the presence of a majority of the members in office and it adopts resolutions approved by a majority of those present; in the event of a tie, the President has the casting vote.

The meetings are chaired by the President or, in case of his or her absence or impediment, by the Vice President. In the absence of both, the meeting shall be adjourned.

The meetings of the Board may also be held by means of remote conferencing on condition that all the participants can be identified and that they are allowed to follow the discussion and to intervene in real time in the debate on all topics addressed. When these requirements are met, the meeting of the Board of Directors is deemed to have been held in the place where the President is located and where also the meeting secretary shall be present.

 

Article 18 – President of the Foundation

The President and legal representative of the Foundation, who is also the President of the Board of Trustees and of the Board of Directors, is the pro tempore Mayor of the City of Bergamo, who acts for the people as the representative of the community of Bergamo.

He or she brings and opposes motions with regard to any administrative or jurisdictional authority, appointing lawyers. The President exercises all the powers of initiative required for the proper functioning of the Foundation.

The President also maintains relations with institutions, public and private companies and other organisations, also in order to establish relationships of cooperation and support for the individual initiatives put on by the Foundation.

In the event of absence or impediment of the President, he or she is replaced by the Vice President of the Board of Directors, to all effects of the law and of the Articles of Association and resolutions of the bodies of the Foundation.

 

Article 19 – Director

The Director is nominated by the Board of Directors, upon the recommendation of the President, and remains in office until the approval of the final balance sheet relating to the fourth year after his or her appointment, and may be re-elected.

The Director oversees the management of the Foundation, gives appropriate instructions to the organisation for their execution, ensures implementation of the deliberations passed by the bodies of the Foundation, oversees and directs the organisation and the promotion of the Foundation’s individual initiatives, and prepares the necessary means and instruments for them to be put into practice. He or she is responsible for the Foundation’s cultural activities and calendar, coordinating and chairing the meetings of the technical-scientific committees and of the Advisory Board, if established.

With regard to the powers conferred upon him or her at the time of appointment or provided for by the present Articles, the Director has full decision-making autonomy, within the scope of the Foundation’s programmes, regarding the development of the Foundation and use of the approved budget.

 

Article 20 – Advisory Board

The Advisory Board consists of a variable number of members chosen by the Board of Trustees from the Founders, Co-Founders, Partners and Supporters, on the basis of their material and/or immaterial support of the Foundation, as well as on their proven experience and exemplary professionalism in the areas of interest of the Foundation or in related areas.

The Advisory Board is informed of the Foundation’s general sphere of activity, within the scope and as part of the activities referred to in items 2 and 3 of the present Articles, and formulates advisory opinions and proposals concerning its activities, programmes and objectives.

In collaboration with the Director, the Advisory Board may also express opinions and draft proposals for the Foundation’s events, and find, submit and assess projects, as well as any other matter for which the President expressly requests an opinion in order to establish the Foundation’s strategy and positioning.

The Advisory Board is convened by the Director on his or her own initiative without formal obligations, so long as the announcement is made by appropriate means at least five days prior to the date set for the meeting. Minutes are drafted of the meetings and signed by the President and by the Secretary of the meeting.

 

Article 21 – Scientific Committee

The Scientific Committee is an advisory body of the Foundation with a minimum of three and a maximum of nine members appointed by the Board of Trustees. The Scientific Committee performs consultative services for the various bodies of the Foundation. Its members must be chosen experts of illustrious reputation with significant proven scientific and cultural skills in the Foundation’s sphere of activity.

 

Article 22 – Statutory Auditor

The Statutory Auditor is appointed by the Board of Trustees and is chosen from among persons registered in the Register of Statutory Auditors of the Ministry of Economy and Finance. The Statutory Auditor is the Foundation’s technical and accounting inspector, who checks the proper keeping of accounts, examines the proposals for the financial statements and the financial and economic reports, drafts special reports and carries out cash audits. The Statutory Auditor may participate, without the right to vote, in the meetings of the Board of Trustees and of the Board of Directors. The Statutory Auditor remains in office until the approval of the final balance sheet for the third year of his or her appointment and may be re-elected.

 

Article 23 – Winding up

In the event of winding up of the Foundation for any reason, the residual assets, after the liquidation phase, will be devolved, by resolution of the Board of Trustees, which also appoints the liquidator, to the Municipality of Bergamo, with the sole purpose of adding to the Accademia Carrara’s museum assets, in conformity with the spirit expressed by the original will drafted by Count Giacomo Carrara, incorporated in the subsequent transfer of ownership of the Accademia Carrara to the City of Bergamo.

Upon the winding up of the Foundation, any assets entrusted on permanent loan to the same shall be made available to the lenders.

 

Article 24 – Referral clause

For any matters not provided for by these Articles, the provisions of the Civil Code and applicable laws in force will apply.

 

Article 25 – Temporary provision

When these Articles are applied for the first time, the Founders are those who have signed the articles of incorporation of the Foundation and have undertaken to contribute to the same, on a three-year basis, with the payment of at least €100,000.00 (one hundred thousand euros only) for each year.

The title of Co-Founder may be applied to those that have signed the articles of incorporation of the Foundation and have undertaken to contribute to the same on a three-year basis, with the payment of a sum ranging between €40,000.00 (forty thousand euros only) and €100,000.00 (one hundred thousand euros only) for each year, or that have joined at a later date, undertaking to pay, on a three-year basis, a sum of at least €100,000.00 (one hundred thousand euros only) for each year.

The title of Partner may be applied to those that have signed the articles of incorporation of the Foundation and have undertaken to contribute to the same, on a three-year basis, with the payment of a sum ranging between €15,000.00 (fifteen thousand euros only) and €40,000.00 (forty thousand euros only) for each year, or that have joined at a later date, undertaking to pay, on a three-year basis, a sum of between €15,000.00 (fifteen thousand euros only) and €100,000.00 (one hundred thousand euros only), or who have undertaken to pay a sum of at least €30,000.00 (thirty thousand euros only).

The title of Supporter may be applied to all others who make a contribution to the Foundation.

Signed Giorgio Gori

Signed Armando Santus – Notary Public (locus sigilli)