Statute

«IL TALENTO ALL’OPERA» FOUNDATION – Philanthropic Organisation

TITLE I
Foundation: establishment, purpose and resources

ARTICLE 1) ESTABLISHMENT AND NAME
1. A Third sector foundation is established, called “IL TALENTO ALL’OPERA” a Philanthropic Organisation, pursuant to legislative decree no. 117, 3 August 2017, (the Third Sector Code).
2. The Foundation pursues civic, solidarity and social utility goals, both nationally and internationally, principally through the performance of activities of general interest, in accordance with article 4 of the Third Sector Code.
3. The Foundation is a not-for-profit organisation and it may not directly or indirectly distribute profits and operating surplus, unless statutorily required to do so.  The Foundation complies with article 8 of the Third Sector Code.
4. The name «IL TALENTO ALL’OPERA – Philanthropic Organisation» is used in records, correspondence and communications to the public.
5. The Foundation has its registered offices in the Municipality of Pisa.

ARTICLE 2) PURPOSE OF THE FOUNDATION
1. The purpose of the Foundation is that of engaging in ventures promoting talent and merit. It does so also with a view to ensuring equal opportunities, based on high-quality skills and personal commitment, as drivers of social mobility and as a fundamental resource to help overcome the challenges of sustainability and justice that our planet is currently facing, implementing the provisions set forth under articles 2, 3 and 34 of the Italian Constitution.
2. For this purpose, the Foundation promotes and supports projects related to key issues for the sustainable future of the planet, such as climate change, environmental sustainability, justice and social inclusion, new scenarios in international relations, health, the development of and accessibility to technologies and scientific innovations, big data and their impact on economic systems, intergenerational equity and equal opportunities.
3. The Foundation is committed to creating the necessary conditions to ensure that talent and merit are “utilized and put to good use”, through their recognition and by supporting training and research programmes for students and young researchers, regardless of their social and economic background.
4. The Foundation also promotes the creation of advanced research environments that focus on the innovation requirements of public and private institutions, where the skills of young people can be trained and their talent can be “utilized and put to good use” for the development of the Country.
5. The Foundation recognises Sant’Anna School of Advanced Studies as its chief and preferred partner for the purpose of rising to these challenges, as a national point of reference where “talent” is “put to good use” to create economic and social development and where merit represents the driving force behind innovative capacity and positive social impact.
6. In accordance with the principle of horizontal subsidiarity, the Foundation promotes the union of project resources from the public and private sector, so as to create a “shared space” for high value add planning with a positive social impact, within which common strategies can be developed.

ARTICLE 3) ACTIVITIES
1. In pursuit of its purposes, the Foundation provides economic resources, goods or services, including investment services, supporting the following activities of general interest, as defined by article 5 of the Third Sector Code:
a) education and professional training, pursuant to Law no. 53, 28 March 2003, as subsequently amended, and cultural activities of public interest for educational purposes;
b) university and post-graduate training;
c) scientific research of particular public interest;
d) the organisation and management of cultural, artistic or recreational activities of public interest;
e) extra-curricular training, intended to prevent early school dropout and to ensure academic and training success, prevent bullying and counter education poverty;
f) temporary residential activities intended to meet cultural, training and work-related requirements;
g) the promotion and protection of human, civil, social and political rights and the promotion of equal opportunities;
h) the redevelopment of unused public property or property confiscated from organised crime.
2. In particular, the Foundation promotes the training of talents, supports applied research and contributes to the so-called third mission of education for the Sant’Anna School of Advanced Studies, also in partnership with other universities and research and training institutions. The Foundation may, among other things, increase infrastructural facilities – immoveable, moveable or intangible assets – focusing specifically on residential facilities for students.
3. The Foundation formulates proposals and ventures to strengthen Pisa-based research and training system, in synergy with the Scuola Normale Superiore and the University of Pisa.
4. The Foundation can also engage in activities other than those under paragraph 1, provided that they are secondary or instrumental to those of general interest, pursuant to the provisions of article 6 of the Third Sector Code.
5. The Foundation can engage in fundraising activities, also on a continual basis, pursuant to article 7 of the Third Sector Code.

ARTICLE 4) RESOURCES FOR CONDUCTING ACTIVITIES
1. In pursuit of its purposes and for conducting its activities, the Foundation may, for example:
a) manage its assets so as to maintain and increase those assets in support of disbursements;
b) promote fundraising activities, whether occasional or in an organised and continuous manner;
c) receive public and private contributions, donations and bequests;
d) participate in public or private tenders for the purpose of raising resources to support or promote its projects;
e) acquire ownership of or rights in rem in moveable and immoveable property, lease such property for the purpose of making it available to the Sant’Anna School of Advanced Studies in the performance of its functions as a public university, also in partnership with other universities and research and training institutions, for the purposes indicated in these Statute and in accordance with the annual programme;
f) enter into agreements and conventions for the purpose of outsourcing a part of its activities to third parties or obtaining specialist advice for the management of its assets;
g) conduct research and promote or support publications of particular scientific or public interest;
h) organise events, conventions, meetings and any ventures suitable for promoting a constructive and lasting relationship between the Foundation and its partners;
i) participate in other Third sector organisations or not-for-profit organisations and institutions, whether public or private, whose activities are directly or indirectly intended for the pursuit of purposes analogous to those of the Foundation, which may also contribute to the establishment of those organisations, where considered advisable;
j) promote the establishment of social enterprises or participation in social enterprises;
k) conclude agreements with public authorities, in the forms permitted by the governing laws;
l) carry out any other activity suitable for or in support of the pursuit of the civic, solidarity and social utility goals.

TITLE II
Governance, assets and accounting

ARTICLE 5) GOVERNANCE PRINCIPLES
1. For the purposes of article 38 (1) of the Third Sector Code, the Foundation complies with the following governance principles and criteria:
a) the Foundation assets are managed in accordance with principles of responsible, sound and prudent governance, for the purpose of the more efficient achievement of its goals and so as to guarantee the stability and certainty of disbursements over time, in relation to projects promoted or supported by the Foundation; for that purpose, the Board of Directors adopts the annual programming method and approves the programme indicated under Article 8;
b) fundraising, however conducted, is based on compliance with the Guidelines established pursuant to article 7 of the Third Sector Code and, in any event, inspired by the principle of public accountability in a clear and transparent manner, identifying revenues and costs for each of the fundraising programmes, celebrations, events or awareness-raising campaigns;
c) disbursements are intended to support projects and activities in the Annual Talent at work Programme; disbursements are made in cash or through the availability – in various forms deemed convenient – of goods or services, including investment services.

ARTICLE 6) ASSETS
1. The Foundation’s assets are composed of:
a) the endowment fund, comprising initial contributions in cash or moveable and immoveable property, or other benefits useable for the pursuit of its purposes, made by the Founders, upon establishing the Foundation, and subsequently by the Founders and Participants;
b) received by the Foundation for any reason, including property acquired by it in accordance with the rules of this Statute;
c) donations made by public or private entities or by individuals, expressly intended to increase the assets;
d) any part of the operating surplus intended to increase the assets.
2. Assets may be earmarked for a specific project pursuant to article 10 of the Third Sector Code.
3. The Foundation’s assets, inclusive of any revenues, returns, proceeds or entries however named, are used for the realisation of its statutory activities for the purpose of the exclusive pursuit of the civic, solidarity and social utility goals.

ARTICLE 7) MANAGEMENT FUND
1. The Foundations’ Management Fund comprises:
a) proceeds from the investment of assets;
b) any donations or bequests, that are not expressly earmarked for the endowment fund;
c) any other contributions paid by the State, local bodies or other public or private bodies that are not earmarked for the endowment fund;
d) contributions in any form granted by the Founders or by Participants;
e) revenues originating from activities of general interest or secondary and instrumental activities;
f) fundraising in accordance with article 7 of the Third Sector Code.
2. All resources will be exclusively used in the pursuit of the Foundation’s purpose.

ARTICLE 8) ANNUAL «TALENT AT WORK » PROGRAMME
1. The Annual Talent at work Programme is a set of fundamental guidelines for activities by the Foundation.
2. The Programme is approved by the Steering Committee Meeting, upon proposal by the Board of Directors, formulated in agreement with the Rector of the Sant’Anna School of Advanced Studies (the Rector).
3. The Programme indicates the priority projects for receiving funds, with an indication of the timing and procedures for raising the necessary resources as well as the forms for disbursement of those resources.
4. An agreement with the Rector is required for approval by the Steering Committee Meeting of the Programme.
5. The Programme has a one-year term, which may become multi-year; it may also be revised by the Board of Directors, where deemed necessary.

ARTICLE 9) FINANCIAL YEAR
1. The financial year commences on 1 January and ends on 31 December of each year.
2. Within the month of June of each year, the Board of Directors shall approve the proposed year-end financial statements for the previous financial year.
3. A budget may be approved by the Board of Directors usually by the end of the financial year preceding the year the budget refers to. The budget is approved in accordance with the Annual Talent at work Programme.
4. The financial statements and the budget are drafted in the forms provided for by article 13 of the Third Sector Code. In particular, the mission report shall illustrate consistency between the financial statements and annual programming.
5. The Board of Directors shall set out the secondary and instrumental nature of activities under article 3 (6) of this statute in the financial statements.

ARTICLE 10) SOCIAL REPORTING
1. In order to increase the involvement of stakeholders, the effectiveness of its activities and accountability to the public, the Foundation adopts social reporting in the forms provided by the Ministerial Guidelines and in accordance with article 39 of the Third Sector Code. The social report is published on the organisation’s website.
2. The Foundation promotes the adoption of forms for benchmarking the social impact of its activities and accounts for those forms in the social report.
3. By the end of June the Board of Directors approves the social report for the previous year.

ARTICLE 11) TRANSPARENCY AND PUBLICITY
1. The Foundation ensures high levels of transparency, both externally and internally, with respect to its activities and governance, also through its website.
2. The Board of Directors adopts guidelines on the transparency and publicity of records, specifically with regard to financial statements and reporting, fundraising and allocated funds.

TITLE III
Foundation Bodies

ARTICLE 12) FOUNDATION BODIES
1. The following are Foundation bodies:
a) the Steering Committee;
b) the Board of Directors;
c) the President of the Foundation and Vice-President;
d) the Supervisory Body.
2. The Foundation is based on the model of participatory foundations and, in accordance with article 25 (3) of the Third Sector Code, it assigns certain responsibilities under article 25 (1) of the Third Sector Code, as further identified below, to the Steering Committee Meeting, which is composed of the persons indicated under article 13.

ARTICLE 13) FOUNDERS, PARTICIPANTS AND SUPPORTERS
1. The persons indicated in the deed of incorporation who have signed the Foundation’s deed of incorporation are the Founders. Founders undertake to contribute annually to activities by the Foundation, paying a quota of ten thousand euros, to be earmarked for projects identified in the Annual Talent at work Programme.
2. Participants may be individuals or public or private legal entities, and other organisations which endorse the purposes of the Foundation, contribute to its life and to the achievement of its goals by way of contributions in cash, whether annual or multi-year, according to the procedures and in an amount that is to be no less than the amount established, also annually, by the Steering Committee Meeting,  also by way of the allocation of tangible or intangible property.
3. Public legal entities may become Participants, provided that they do not engage in steering, coordinating or controlling activities pursuant to article 4 (2) of the Third Sector Code.  The Board of Directors shall ensure compliance with this provision having consulted with the Supervisory Body.
4. Participants may earmark their contributions for specific projects that fall within the scope of the Foundation’s activities.
5. The procedures and terms for payment of quotas under paragraphs 1 and 2 are identified by the Board of Directors.
6. In the event of a non-payment of the annual quota set forth under paragraphs 1 and 2, the Board of Directors will acknowledge – twelve months after the deadline for payment – the forfeiture of the capacity of Founder or Participant.
7. Supporters are individuals or public or private legal entities, who endorse the goals of the Foundation and decide to freely contribute in the forms agreed with the Foundation.
8. Applications to become a Participant are to be submitted to the Board of Directors, which will resolve on those applications within thirty days of receipt of the application.
9. Founders and Participants may, at any time and by way of a letter sent to the President, waive their capacity, ceasing to be part of the Foundation and its bodies.  They shall have no claims against the assets of the Foundation.  Commencing from the date of that notice, all obligations undertaken with respect to the Foundation arising out of this statute shall cease.

ARTICLE 14) STEERING COMMITTEE
1. The Steering Committee is composed of Founders and Participants. The Rector also participates in an advisory capacity. Supporters may also be invited to participate.
2. The Steering Committee outlines the strategic objectives of activities by the Foundation.
3. The Steering Committee is specifically responsible for:
a) approving, upon proposal by the Board of Directors, the Annual Talent at work Programme;
b) electing and removing the Board of Directors;
c) electing members of the Supervisory Body, whether as a single-member or collegial body;
d) establishing any fee for the Foundation bodies, within the statutory limits;
e) approving the financial statements and, should it be adopted, budget proposed by the Board of Directors pursuant to article 9;
f) approving any amendments to the statute;
g) resolving to wind-up the Foundation and upon the transfer of assets;
h) resolving on annual quotas for Founders and Participants;
i) carrying out any other function allocated to it by law, the statute and, in accordance with the statute, by the Foundation bodies.
4. The Steering Committee meets at least once a year.
5. Meetings are chaired by the Chairperson or, in his or her absence, by the Vice-Chairperson.

ARTICLE 15) CALL, QUORUM AND OPERATING RULES
1. The Steering Committee meeting is convened by the President of the Foundation – via email – upon resolution by the Board of Directors or upon request by at least one third of the members of the Steering Committee itself, at least fifteen days prior to the scheduled date of the meeting; in case of necessity and urgency, notice may be given up to three days prior to the scheduled date.
2. The notice convening the meeting shall include the relevant agenda, as well as the place and time of the meeting.
3. Each Founder or Participant, other than individuals, shall participate through an individual designated by the legal representative of the organisation.
4. Each member of the Steering Committee may be delegated to participate, with reference to all or part of the items on the agenda, by no more than two other members of the Committee, by way of a written proxy.
5. The meeting shall be valid regardless of the number of persons in attendance, whether personally or by proxy.
6. Committee resolutions are adopted with the favourable vote of the majority of those present, whether personally or by proxy, without prejudice to the need for the favourable vote of the majority of founders present in person or by proxy.  When the agenda includes matters set forth under article 14 (3) sub-paragraphs f) and g), an absolute majority of members of the Committee is required, either in person or by proxy, subject to the need for the favourable vote of the majority of the founders.

ARTICLE 16) BOARD OF DIRECTORS
1. The Board of Directors is the management body of the Foundation and it acts, in the context of the statute and of resolutions taken by the Steering Committee, in the pursuit of the Foundation’s objectives.
2. The Board of Directors carries out all acts of ordinary and extraordinary administration, without prejudice to the prerogatives of the Steering Committee.
3. In particular, the Board of Directors is responsible for:
a) electing the President and Vice-President from amongst its members;
b) preparing the proposed Annual Talent at work Programme, and the budget, if adopted, and financial statements and social report, for approval by the Committee;
c) approving any organisation chart, defining the workforce and personnel recruitment policies;
d) resolving upon the appointment of a General Secretary, in accordance with article 18 of this statute;
e) resolving upon the admission of new Participants.
4. The Board of Directors is composed of:
a) an even number of members elected by the Committee, ranging from a minimum of six to a maximum of ten, as determined by the Committee itself; with reference to said members, the Founders shall in any case have the right to appoint one member representing them (one for each Founder);
b) a member appointed by the Rector, who may be chosen from persons external to the Foundation.
5. The Rector is invited to participate in the works of the Board of Directors, in an advisory capacity.
6. The Board of Directors is validly formed when an absolute majority of its members are in attendance and resolves by way of a majority of those present.  In case of an equality of votes, the President or, in his or her absence, the Vice-President shall have the casting vote.
7. The Board of Directors remains in office for three financial years, and its members may be re-elected.
8. Should a position remain vacant, the Board of Directors shall co-opt a member, save for approval by the first Steering Committee meeting following co-opting.  In case the vacant seat is the seat to be designated by the Rector, the President shall immediately ask the Rector to appoint a new member.  The substitutes remain in office for the residual part of the mandate.
9. If two thirds of the members of the Board of Directors cease to hold office simultaneously, the entire Board of Directors shall cease to be in office and shall be renewed.
10. The Board of Directors is accountable to the Steering Committee for its activities, and the Committee may remove the Board pursuant to article 14 (3) sub-paragraph b) of the Statute.

ARTICLE 17) PRESIDENT OF THE FOUNDATION
1. The President of the Foundation is the legal representative of the Foundation, and convenes and chairs the Board of Directors and the Steering Committee.
2. The President remains in office for the entire term of the Board of Directors that elected him or her.  Pending the election of a new President, the powers of the President in office are extended.
3. The President coordinates the works of the Foundation bodies, carries out all acts necessary for the Foundation activities and handles external relations.
4. In case of death, absence or impediment, the President is replaced by the Vice-President.
5. In case of necessity and urgency, the President of the Foundation may adopt any acts deemed undeferrable, without prejudice to the Board of Directors’ approval.

ARTICLE 18) GENERAL SECRETARY
1. The Board of Directors may appoint a General Secretary. The Board of Directors shall establish the powers and legal and salary level of the secretary general.

ARTICLE 19) AUDIO OR VIDEO CONFERENCING
1. Meetings of the Steering Committee and of the Board of Directors may be held in various locations, through audio and/or video conferencing, provided that:
a) the chairperson and secretary of the meeting are present in the same location;
b) the chairperson of the meeting is able to verify the identity and entitlement of participants, to regulate the meeting and to verify and proclaim the results of voting;
c) the minute-taker is able to adequately listen to and understand all meeting items to be included in the minutes;
d) participants are able to participate in the discussion and simultaneous voting upon items on the agenda, and to view, receive or send documents;
e) the notice convening the meeting indicates the places that are audio and/or video connected by the Foundation, which participants can be present, and the meeting shall be deemed to have been held in the place where both the chairperson and secretary are present.

ARTICLE 20) SUPERVISORY BODY
1. The Supervisory Body oversees compliance with the law and the statute and compliance with principles of sound administration, as well as the adequacy of the organisational, administrative and accounting structure and its actual operation.  Should the limits set forth under article 31 of the Third Sector Code be exceeded, the Supervisory Body shall also act as the statutory auditor.
2. The Supervisory Body monitors compliance with the civic, solidarity and social utility goals, with particular regard to the provisions of articles 5, 6, 7 and 8 of the Third Sector Code; it certifies that social reporting conforms with ministerial guidelines.
3. The Supervisory Body may be single-member or collegial, in accordance with a resolution of the Steering Committee.
4. Members of the Supervisory Body are elected by the Steering Committee from amongst persons enrolled in the register of statutory auditors.
5. The Supervisory Body participates in meetings of the Board of Directors and of the Steering Committee without the right to vote.
6. The Supervisory Body has a term of three financial years.
7. The Supervisory Body may, at any moment, proceed with inspections and audits, asking directors for information on the performance of company operations or specific affairs.
8. Audits conducted by the Supervisory Body are reported in a specific minute book.
9. If assets are specifically earmarked pursuant to article 10 of the Third Sector Code, the accounting audit is entrusted to a single-member body that meets the requirements laid down under paragraph 6, other than the member or members of the Supervisory Body, or to an auditing firm, identified by the Steering Committee.  The Auditor or the company appointed for that purpose, shall be paid fees in the minimum statutory amount.

ARTICLE 21) CORPORATE BOOKS
1. The Foundation keeps the following corporate books and records:
a) the register of Steering Committee members, kept by the Board of Directors;
b) the book of Steering Committee meetings and resolutions, which must include the minutes prepared in a public deed, kept by the Board of Directors;
c) the book of meetings and resolutions of the Board of Directors, kept by the Board of Directors;
d) the Supervisory Body book, kept by the Supervisory Body;
e) the register of volunteers, as specified under article 17 (1) of the Third Sector Code.
2. Members of the Steering Committee and other corporate bodies are entitled to examine the corporate books and records, at own expense, by way of a written request to the President.

ARTICLE 22) ELECTION OF FOUNDATION BODIES BY THE MEETING
1. The Steering Committee approves regulations governing the election of members of the Board of Directors and of the Supervisory Body, to be appointed by that Committee, by way of a resolution adopted by the quorum indicated under article 15 of the statute.

TITLE IV
Employment with or volunteering for the Foundation

ARTICLE 23) EMPLOYMENT
1. The Foundation ensures compliance with the provisions of article 16 of the Third Sector Code with regard to the regulatory and economic treatment of its direct employees.
2. Compliance with the provisions of paragraph 1 is reported in the social report or, in its absence, in the financial statements.

ARTICLE 24) VOLUNTEERING
1. The Foundation may resort to volunteers for the performance of its activities, in accordance with article 17 of the Third Sector Code.
2. If volunteer activities are not occasional, the Foundation is required to register them in a specific register.
3. Activities by a volunteer may not be remunerated in any way to the recipient.  A volunteer may only receive reimbursement, from the Foundation, of documented costs incurred for the activities provided, within the maximum limits and upon the conditions previously established by the Board of Directors.  Self-certified reimbursements are admissible, in accordance with article 17 (4) of the Third Sector Code, in the events established by the Board of Directors.  In any event, lump sum reimbursements of costs are prohibited.
4. The capacity of volunteer is incompatible with any form of subordinate or self-employment and any other paid employment relationship with the Foundation.

TITLE V
Winding-up the Foundation

ARTICLE 25) WINDING-UP
1. The Foundation is established without any limits as to its duration.
2. If the Foundation is wound-up, its assets will be earmarked for other Third Sector organisations pursuant to article 9 of the Third Sector Code, upon indication by the Steering Committee, having consulted with the Rector, save for any statutory requirements.

TITLE VI
Interim and final provisions

ARTICLE 26) REFERENCE CLAUSE
1. For any matters not provided by this statute, the rules of the Third Sector Code shall apply.  Where not provided and to the extent applicable, the rules of the Italian Civil Code shall apply.

ARTICLE 27) INTERIM RULES
1. Upon first implementation, the Board of Directors may co-opt up to two members in addition to the members in office as at the date the amendment of the by-laws comes into force. The members thereby co-opted shall remain in office for the remainder of the term underway at the date the amendment to the by-laws comes into force.