The Foundation

This English text is a courtesy translation. The Italian version of the Bylaws is the only legally binding one.

Title I — Name, registered office, nature, purpose, duration, scope, supervision, activities

Art. 1 – Name, registered office and nature

There is hereby established, pursuant to Legislative Decree 117/2017, the Civil Code and the relevant legislation, the Third Sector Body named “FONDAZIONE ING. LINO GENTILINI”, which takes the legal form of a foundation.

As a consequence of entry in the National Single Register of the Third Sector, once established pursuant to Legislative Decree 117/2017, the Body, hereinafter the “Foundation”, shall bring its rules into line with those of Third Sector Bodies under the said Decree and is required to include the acronym “ETS” or the words “Ente del Terzo Settore” in its corporate name and to use it in its instruments, correspondence and communications to the public, thereby taking the following name “FONDAZIONE ING. LINO GENTILINI - ENTE DEL TERZO SETTORE”, in abbreviated form “FONDAZIONE ING. LINO GENTILINI - ETS”.

The Foundation has its registered office in the municipality of Trento, at the address determined from time to time by the Board of Directors.

For the carrying out of its institutional activity it may make use of branch offices and premises.

The foundation is a legal person governed by private law and not for profit.

Art. 2 – Purposes and activities

A. The Foundation pursues, on a not-for-profit basis, civic, solidarity-based and socially useful purposes through the exercise, exclusively or principally, of the following activities of general interest pursuant to article 5 of Legislative Decree 117/2017:

1. education, instruction and vocational training, pursuant to Law no. 53 of 28 March 2003, as amended, as well as cultural activities of social interest with an educational purpose, under art. 5(d) of Legislative Decree 117/2017;
2. measures for the protection and enhancement of cultural heritage and the landscape, pursuant to Legislative Decree no. 42 of 22 January 2004, as amended, under art. 5(f) of Legislative Decree 117/2017;
3. university and post-university education, under art. 5(g) of Legislative Decree 117/2017;
4. scientific research of particular social interest, under art. 5(h) of Legislative Decree 117/2017;
5. the organisation and management of cultural, artistic or recreational activities of social interest, including publishing activities for the promotion and dissemination of the culture and practice of voluntary work and of activities of general interest, under art. 5(i) of Legislative Decree 117/2017.

B. The Foundation pursues its cultural purposes by promoting and carrying out study and research initiatives in the fields of engineering and scientific research, taking as its starting point the historical and cultural enhancement of the extensive design work of ing. Lino Gentilini. In particular, the Foundation also realises the purposes set out in letter A. above through the activity of a Study Centre, should one be established. The Study Centre is organised into the following operational sectors:

1. historical archiving;
2. engineering;
3. scientific research;
4. training and education;
5. international relations.

C. In carrying out the activities of each sector, the Foundation in particular:

1. promotes historical archiving for the purposes of study and scientific dissemination;
2. organises seminars and conferences;
3. promotes and oversees targeted studies and research;
4. produces and disseminates documents, both through its own websites and in the form of printed publications;
5. organises training activities.

D. The Foundation may entrust particularly well-qualified third parties with the carrying out of individual research plans on sectors and themes deemed crucial, in order to draw operational proposals from them, to be presented publicly including at institutional venues.

E. In pursuit of its purposes, the Foundation may also join other bodies whose purposes and methods it shares, and may cooperate with public and private bodies in order to achieve the purposes set out in the Bylaws. The body may not in any event be subject to the direction, coordination or control of public bodies and/or of the other bodies referred to in article 4(2) of Legislative Decree no. 117/2017.

Art. 3 – Other activities

A. The Foundation may carry out, pursuant to article 6 of Legislative Decree 117/2017, activities other than those of general interest referred to in the preceding article, provided that they are secondary and instrumental to the activities of general interest and are carried out according to the criteria and limits laid down by the implementing decrees of Legislative Decree 117/2017 and by the legislation in force. The Foundation may therefore, among other things:

1. enter into any instrument or contract, including for the financing of approved operations, such as, purely by way of example, the taking out of short- or long-term loans, the purchase of real property (directly or through wholly-owned companies), and the conclusion of agreements of any kind, including those recordable in public registers, with public or private bodies;
2. administer and manage the assets of which it is owner, lessor, borrower or otherwise holder;
3. enter into agreements for entrusting the management of part of its activities;
4. participate in associations, bodies or institutions, public and private, whose activity is directed, directly or indirectly, at the pursuit of similar purposes; the Foundation may, where it considers it appropriate, also take part in the establishment of such entities;
5. take part in the establishment of, or establish, partnerships and/or companies, and participate in companies of the same type, provided that this is ancillary and instrumental to the pursuit of its institutional purposes;
6. carry out the editing, publication and distribution of periodicals relating to the activity of the Foundation, both printed and in electronic format, as well as of any other publishing product, including online, provided that this is ancillary and instrumental to the pursuit of its institutional purposes;
7. accept and grant subsidies and may award scholarships, as well as grants to students both in Italy and abroad;
8. carry out any other activity suitable for and supportive of the pursuit of its institutional purposes.

B. The Foundation may also carry out all commercial, industrial and financial operations, in movable and immovable property and in investments, that are strictly instrumental to the achievement of its institutional purpose.

Art. 4 – Prohibition on the distribution of profits

The Foundation excludes any profit-making purpose, whether direct or indirect, pursuant to article 8 of Legislative Decree 117/2017.

The distribution, including indirectly, of profits or operating surpluses, as well as of funds, reserves or capital, however named, is prohibited during the life of the body, to founders, workers and collaborators, directors and other members of the governing bodies, including in the event of withdrawal or of any other individual termination of membership.

Art. 5 – Duration

The Foundation operates for an indefinite period.

Art. 6 – Scope

The scope of the foundation's operations extends to the Autonomous Province of Trento, the Italian Republic, the European Union and the member states of the United Nations.

Title II — Assets

Art. 7 – Assets

The assets of the Foundation consist of the Endowment Fund and the Operating Fund, referred to in articles 8 and 9 respectively.

The assets of the Foundation, including any revenues, income, proceeds and receipts however named, are used for carrying out the activity set out in the Bylaws for the exclusive pursuit of the civic, solidarity-based and socially useful purposes set out in these Bylaws.

Art. 8 – Endowment Fund

The Endowment Fund consists of:

1. contributions of money or of movable and immovable property, or other benefits to be used for the pursuit of the institutional purposes, made by the founders and by third parties, whether on a one-off or continuing basis, for that express purpose;
2. movable and immovable property coming to the Foundation on any basis, with a specific restriction assigning it to the Endowment Fund, including property directly purchased by the Foundation for that purpose under the Bylaws;
3. donations made by bodies or by private persons expressly intended to increase the Endowment Fund;
4. contributions from the State, the European Union, other foreign states, national bodies, including territorial and supranational bodies, or private persons, granted with a restriction increasing the Endowment Fund;
5. unused income assigned, by resolution of the Board, to the increase of the Endowment Fund;
6. assets already forming part of the Operating Fund referred to in Art. 9 below, allocated to the strengthening of the Endowment Fund by specific resolution of the Board of Directors.

B. The Foundation must maintain and safeguard the integrity of the Endowment Fund over time.

C. Any financial contribution coming to the Foundation without the specific restrictions referred to in letter A. above automatically flows into the Operating Fund referred to in Art. 9 below.

Art. 9 – Operating Fund

A. The Operating Fund consists of:

1. income and proceeds deriving from the overall assets and from the activities of the Foundation;
2. donations and testamentary bequests;
3. contributions from the Italian State, the European Union, other foreign states, national bodies, including territorial and supranational bodies, or private persons;
4. contributions from the founders;
5. revenues arising from institutional, ancillary, instrumental and related activities;
6. funds allocated by the European Union to training activities.

B. The resources of the Operating Fund must be used exclusively for the functioning of the Foundation and for the realisation of its institutional purposes.

Title III — Accounting, financial year, financial statements

Art. 10 – Annual financial statements

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

B. The documents relating to the financial statements are drawn up in accordance with Legislative Decree 117/2017.

C. The financial statements are prepared and approved by the Board of Directors within four months of the close of the financial year to which they relate. After approval, the Board of Directors carries out the filing requirements laid down by Legislative Decree 117/2017.

D. The Board of Directors documents the secondary and instrumental character of the activities referred to in article 6 of Legislative Decree 117/2017, as the case may be, in the mission report, in a note appended to the cash accounts, or in the notes to the financial statements.

Art. 11 – Social report

A. Where the conditions laid down by article 14 of Legislative Decree 117/2017 are met, the Foundation shall, within four months of the close of the financial year, draw up the social report and carry out all necessary requirements.

B. The social report, where the conditions are met, is prepared by the Board of Directors in accordance with article 14 of Legislative Decree 117/2017 and approved by the Board of Directors.

C. After approval, the Board of Directors arranges for its filing with the national single register of the Third Sector and for its publication on the Foundation's website.

D. Where the conditions laid down by article 14(2) of Legislative Decree 117/2017 are met, the Board of Directors arranges for publication on the Foundation's website of the emoluments, remuneration or payments of any kind granted to the members of the administrative and supervisory bodies, as well as to managers and members.

Art. 12 – Mandatory corporate books

The Foundation keeps the mandatory corporate books pursuant to Legislative Decree 117/2017.

Title IV — Founders and supporters

Art. 13 – Members of the Foundation

A. The members of the Foundation are divided into Founders and Supporters.

B. Members of the Foundation have the right to examine the corporate books; to that end they must submit a written request to the Board of Directors with at least five days' notice; the examination takes place at the Foundation's registered office, during office hours, in the constant presence of at least one member of the Board of Directors and of the Supervisory Body. The member may be assisted by a professional of their choice, who may be asked to sign a confidentiality undertaking. A member who, after examining the corporate books, discloses data taken from those books may be excluded. In no case may a member of the Foundation take a copy of the corporate books.

Art. 14 – Founders

The following hold the status of Founders:

1. those who established the Foundation (constituting Founders);
2. natural persons and not-for-profit bodies, including those based abroad, whose membership is proposed by one or more of the persons referred to in point a) above and who contribute to increasing the assets of the Foundation, in the forms, at the intervals and to the minimum extent determined from time to time by the Board of Directors;
3. companies and other entities carrying on business activities, including those based abroad, which contribute to increasing the assets of the Foundation, in the forms, at the intervals and to the minimum extent determined from time to time by the Board of Directors.

Art. 15 – Supporters

At the request of those concerned, the status of supporter may be granted to natural and legal persons, public or private, bodies and other institutions, including those based abroad, which declare that they share the purposes of the Foundation and contribute to the life of the Foundation and to the realisation of its institutional purposes:

1. by monetary contributions of an amount at least equal to that established annually by the Board of Directors;
2. by the provision of services, including professional services;
3. by the transfer of tangible and intangible assets.

Supporters hold that status for the specified period in which the contribution is paid.

Art. 16 – Rights of Supporters

Supporters may enter the premises and functional facilities of the Foundation, and consult its archives, libraries and any documentation centres, including audiovisual ones, in ways that do not prejudice its institutional activity. They may also take part in the initiatives it carries out.

The Board of Directors identifies other initiatives of the Foundation in which Supporters may take part.

Art. 17 – Exclusion and withdrawal

A. The Board of Directors decides, by an absolute majority of its members, on the exclusion of Founders for serious and repeated failure to fulfil the obligations and duties incumbent upon them, including, by way of example and not exhaustively:

1. failure to fulfil any obligation to provide non-financial services;
2. conduct incompatible with the duty of cooperation among participants in the Foundation.

B. In the case of bodies and/or legal persons, exclusion also takes place for the following reasons:

1. dissolution, on whatever basis;
2. the commencement of liquidation proceedings;
3. bankruptcy or the opening of similar insolvency proceedings or pre-bankruptcy proceedings and/or proceedings replacing a declaration of bankruptcy.

C. Failure to make the financial contributions resolved upon by the Board of Directors constitutes, for founders, good cause for their exclusion from the Foundation. Exclusion is resolved upon by the Board of Directors with the favourable vote of the majority of the Directors present.

D. Founders may withdraw from the Foundation at any time, by written notice addressed to the Board of Directors.

E. The loss of the status of founder and/or supporter does not give rise to any right over shares or portions of the Foundation's assets.

Title V — Governing bodies

Art. 18 – Governing bodies

The governing bodies of the Foundation are:

1. the Board of Directors;
2. the President and the Vice Presidents, and the Executive Vice President;
3. the Secretary General;
4. the Supervisory Body;
5. the Auditing Body, to be appointed where the conditions laid down by article 31 of Legislative Decree 117/2017 are met.

Art. 19 – Board of Directors: composition, appointment and term

A. The Foundation is governed by a Board of Directors composed of not fewer than three and not more than twenty-one members. Article 2382 of the Civil Code applies.

B. The directors carry out the requirements laid down by article 26(6) and (7) of Legislative Decree no. 117/2017.

C. The constituting Founders are members of the Board of Directors by right and remain in office until they resign.

D. Founders may be members of the Board of Directors.

E. The other Founders are co-opted by the Board of Directors until the maximum number of members laid down in letter A. of this article is reached. Co-opted Founders hold office for five years, unless they resign, and may be reappointed.

F. A Director who loses the status of Founder ceases to hold office as a director and is declared to have forfeited office by the Board of Directors.

G. The members of the Board serve entirely without remuneration.

Art. 20 – Powers and authority to represent

A. The Board of Directors holds all powers of ordinary and extraordinary administration of the Foundation. In particular it shall, among other things:

1. establish the requirements and criteria for membership of the Foundation, in accordance with Articles 14 and 15, taking into account the financial contributions needed for financial balance;
2. identify the Foundation's programmes of activity;
3. appoint the President;
4. appoint, on the President's proposal, the Secretary General;
5. carry out the co-option of new Directors in the cases provided for by Art. 21;
6. prepare and approve the annual financial statements and, where required, the social report, and attend to the further requirements laid down by law;
7. keep the corporate books falling within its competence;
8. be responsible for the requirements connected with entry in the Register of the Third Sector and laid down by the legislation in force;
9. determine staffing levels and the related remuneration, and identify the organisation and operating arrangements of the Foundation;
10. arrange purchases and disposals of real property, the acceptance of donations, the taking out of loans and credit lines, property leasing contracts, and acquisitions and disposals of shareholdings;
11. resolve upon the acceptance of inheritances, legacies and donations;
12. appoint the Supervisory Body and the Auditing Body;
13. determine the remuneration of the auditors;
14. regulate the working relationship with the Secretary General;
15. appoint the members of the Scientific Committee;
16. appoint, on the President's recommendation, one or more Vice Presidents from among the Directors;
17. appoint the Coordinator of the Study Centre and approve any rules for the functioning of the Study Centre;
18. designate special attorneys for individual acts or categories of acts, determining their powers;
19. enter into annual or multi-year agreements with bodies and institutions pursuing similar purposes of social usefulness and solidarity, and with Italian and foreign institutes of recognised high cultural and scientific standing, for the implementation of annual programmes of activity;
20. make amendments to the Bylaws;
21. determine the address of the offices;
22. resolve upon the dissolution of the Foundation and attend to the devolution of its assets pursuant to article 9 of Legislative Decree 117/2017;
23. resolve upon matters assigned to its competence by these Bylaws.

B. All the powers of the Board of Directors may be delegated to the President, with the exception of those under letters a), c), d), e), f), l), m), t) and v) of the preceding paragraph.

C. The Board of Directors may, on the President's proposal, assign to individual members of the Board (delegated Directors) operational responsibilities aimed at overseeing specific areas of action and initiative.

D. The delegations referred to in letter C. above are revocable at any time.

E. The authority to represent granted to the directors is general. Limitations on the authority to represent may not be relied upon against third parties unless they are entered in the National Single Register of the Third Sector or it is proved that the third parties were aware of them.

Art. 21 – Board of Directors: operating arrangements

A. The Board of Directors is convened by the President, on their own initiative or at the request of at least one third of its members, by registered letter or by electronic mail, sent with at least ten days' notice or, in cases of urgency, by telegram, fax or electronic mail sent three days before the meeting. The notice of meeting must state the agenda, the place and the time. The Board of Directors is validly constituted when a majority of its members in office are actually present. It resolves by a majority of the votes of those present, unless the Bylaws specifically provide otherwise. For the appointment of the President and for amendments to the Bylaws, the presence of a majority of the members in office is required. The vote of the constituting Founders counts double. In the event of a tie, the resolution voted for by the constituting Founders is deemed approved. The Board meets in ordinary session once a year. It is chaired by the President and, in their absence, by the Vice President, in accordance with Art. 22, letter B., or by the Director designated by the Board.

B. The resolutions adopted are recorded in the minutes of the meetings, signed by the President and by the Secretary General or, where the latter has not been appointed pursuant to Art. 22 or in the event of their absence or impediment, by a secretary chosen by the President, including from among persons outside the Board, and entered in the book referred to in article 15 of Legislative Decree 117/2017.

C. The Board may also meet by teleconference and/or videoconference, by means of telecommunications.

Art. 22 – President and Vice Presidents

A. The President of the Board of Directors coordinates and supervises the activity of the Foundation.

B. The President holds office for a period of three years, for a maximum of two consecutive terms. After a break of at least one term the former President may be re-elected. Should the President be prevented from acting, their functions are assumed by the Vice President and, where there is more than one Vice President, by the Executive Vice President referred to below or, failing that, by the Vice President longest in office.

C. The President is operationally responsible for the activities of the Foundation, also holding the role of head of staff. In particular, within the guidance of the competent bodies, the President:

1. oversees the overall organisation of the Foundation and its operations;
2. oversees the Foundation's fundraising and financing activities;
3. gives effect to the resolutions of the Board of Directors.

D. The President may delegate their functions, in whole or in part, to one of the Vice Presidents, who thereby takes the title of Executive Vice President.

E. The Executive Vice President reports periodically to the President on the activities carried out.

Art. 23 – Secretary General

A. The Secretary General may be appointed by the Board of Directors, on the President's proposal, including from among its own members. The Board determines the nature and duration of the appointment.

B. The Secretary General performs a role of coordinating and carrying out the activities of the Foundation. In particular, within the guidance of the competent bodies, the Secretary General:

1. cooperates with the Executive Vice President in the running of the Foundation;
2. gives effect, in the matters assigned to their competence, to the resolutions of the Board of Directors and of the President or the Executive Vice President.

C. The Secretary General takes part, with the right to speak but without the right to vote unless otherwise entitled, in the meetings of the Board of Directors, of which they draw up the minutes, pursuant to Art. 21, letter B.

Art. 24 – Supervisory Body

A. The Board of Directors appoints a Supervisory Body. It may be a single member or, alternatively, composed of three full members and two alternates. Article 2399 of the Civil Code applies to the members of the Supervisory Body. The members of the Supervisory Body must be chosen from among the categories of persons referred to in article 2397, second paragraph, of the Civil Code. In the case of a collegiate Supervisory Body, the said requirements must be met by at least one of the members. If the Supervisory Body is also assigned the function of statutory audit, all members must be appointed from among persons entered in the Register of Statutory Auditors.

B. The Supervisory Body:

1. oversees compliance with the law and the Bylaws and with the principles of sound administration, including with reference to the provisions of Legislative Decree 231/2001, where applicable;
2. oversees the adequacy of the organisational, administrative and accounting arrangements and their actual functioning;
3. where the limits set out in article 31 of Legislative Decree 117/2017 are exceeded, may carry out, by decision of the Board of Directors, the statutory audit of the accounts;
4. carries out tasks of monitoring compliance with the civic, solidarity-based and socially useful purposes, with particular regard to the provisions of Legislative Decree 117/2017;
5. certifies that the social report, where drawn up in the cases provided for by article 14 of Legislative Decree 117/17, has been prepared in accordance with the guidelines referred to in that article. The social report records the outcomes of the monitoring carried out by the Supervisory Body.

C. The Supervisory Body may at any time carry out acts of inspection and control and, to that end, may request information from the directors on the progress of the body's operations or on particular matters.

Art. 25 – Statutory Auditing Body

A. The Auditing Body is appointed only in the cases provided for by article 31 of Legislative Decree 117/2017, or where the administrative body considers it appropriate.

B. Where appointed, the Auditing Body consists of a statutory auditor or an audit firm entered in the relevant register, unless the function is assigned to the Supervisory Body referred to in the preceding article.

Art. 26 – Scientific Committee

A. The Scientific Committee is composed of persons chosen by the Board of Directors from among eminent figures in culture, the professions and public life.

B. Members of the Board of Directors may also serve on the Scientific Committee.

Art. 27 – Study Centre

A. The Study Centre, which has functional autonomy, operates within the Foundation under the direction of the Coordinator of the Study Centre appointed from time to time by the Board of Directors, which also defines its programme guidelines.

B. The Study Centre is the Foundation's technical structure for scientific work and is divided into the sectors referred to in Art. 2, letter B. Each sector may be headed by a person in charge, identified by the Coordinator of the Study Centre on a permanent basis or for the carrying out of individual projects.

C. It is the task of the Coordinator of the Study Centre to prepare, by the thirty-first of October each year, a general plan of activity for the Study Centre, to be considered by the Board of Directors in preparing the budget.

Title VI — Final and transitional provisions

Art. 28 – Liquidation

A. The placing of the Foundation into liquidation is resolved upon by the Board of Directors by a three-quarters majority of its members.

B. To carry out the liquidation the Board of Directors appoints one or more Liquidators, who may also be chosen from among its own members.

Art. 29 – Devolution of assets on dissolution

In the event of extinction or dissolution, the residual assets are devolved, subject to the favourable opinion of the Office referred to in article 45 of Legislative Decree 117/2017, if established, and save for any different destination imposed by law, to other Third Sector bodies, in accordance with the decisions of the Board of Directors or, failing that, to the Fondazione Politecnico di Milano.

Art. 30 – Residual clause

For anything not expressly provided for by these Bylaws, reference is made to the legislation in force on the matter.