Statute

statute

LA ROSA ROSSA FOUNDATION ONLUS Registered at the Milan Prefecture n° 1313 Tax Code 97585870153 Via Filippo Turati, 32 – 20121 Milan

Art. 1 The "La Rosa Rossa ONLUS" Foundation is established with headquarters in Milan. The use, in the name and in any distinctive sign or communication addressed to the public, of the phrase "non-profit organization of social utility" or of the acronym "ONLUS" is expressly provided for. Art. 2 The Foundation, which is a non-profit, aims to encourage the implementation of initiatives with the purpose of social solidarity, in the social-health, education, training and charity fields, drawing inspiration from the Magisterium of the Catholic Church, to the moral conscience, to the truth and to the principles of justice emanating from it. Among others, its activity consists in promoting and contributing with aids and subsidies to assistance and care at home or in adequate health facilities normally located in developed countries, of people, with particular attention to minors, to whom it is not ensured, in their country of residence, a decent level of assistance, diagnosis and health care for socio-economic or political reasons, such as the underdeveloped state of the country of residence or the low level of per capita income, absence in the country residence of health facilities or their inaccessibility to people with little economic means, the existence, in the countries of residence, of war, famine, epidemics or other causes impeding the provision of social and health services; •establishment and management of counseling centers for subjects in a state of mental and physical prostration; • the education and training of people, including through scholarships, with particular attention to minors, who are not ensured, in their country of residence, a decent level of education and training for socio-economic or political reasons, such as the state of underdevelopment of the country of residence or the low level of per capita income, the absence in the country of residence of educational or school facilities or their inaccessibility to people with little economic means, the existence, in the countries of residence , war events, famines, epidemics or other causes impeding the provision of such services; • the creation and possible management of social-health, educational and school structures to allow the achievement of the purposes referred to in the previous points; • to the charitable activity aimed at first of all satisfying the primary needs, such as food and water, of the disadvantaged subjects referred to in the previous points. For the pursuit of this purpose, the Foundation intends to carry out the following institutional and ancillary activities: Institutional Activities: a) to develop and implement, directly or indirectly, in the Italian and foreign territory, activities and projects that can promote services of a health, social- educational and religious as well as scholastic and extracurricular training of the person, with particular attention to the most disadvantaged realities from a social, cultural and economic point of view; b) to intervene to help people, directly or indirectly, in Italian territory and abroad, in particular minors, who have suffered limb mutilation due to pathologies, accidents, war events or any other event. Provide them with the necessary orthopedic care, including the provision of prostheses. The provision of this assistance service will take place on site, or in Italian healthcare facilities where specific needs cannot be met on site, due to lack of structures and/or local skills; c) contribute with aid and subsidies for the promotion, establishment and foundation of missionary and charitable works, both in Italy and abroad, also with the granting of free cash donations with the use of sums from asset management or donations specially collected, in favor of non-profit organizations that operate mainly in the sectors of social and socio-health assistance, health assistance, education, training, amateur sport, the protection, promotion and enhancement of the things of artistic and historical interest, the protection and enhancement of nature and the environment, the promotion of culture and art, the protection of civil rights and research.; d) establish and disburse scholarships and other related financial support instruments for those who, in the fields of intervention of the foundation, are disadvantaged due to physical, mental, economic, social or family conditions, such as those in conditions of objective discomfort connected to particularly disabling psycho-physical situations, situations of deviance, degradation and serious economic-family hardship or social marginalization. In such cases, the Foundation will verify the actual condition of economic hardship of the potential recipients of the financial support instrument, with regard to the sector of social solidarity intervention, since the actual condition of economic hardship is established with methods and limits ( assets and income) which vary in relation to the various sectors of social solidarity intervention, specifying that in the sectors of education and training, the Foundation, in order to identify the condition of economic hardship of the subject requesting the assignment of the scholarship , can refer, for the definition of the condition of economic disadvantage, to the ISEE limits (indicator of the equivalent economic situation - Legislative Decree 31/03/1998 n. 109) established for the exemption of the payment of university fees in the regional ambit of operation of the Foundation; e) promote and support social assistance and research-intervention activities, aimed at reducing or eliminating situations of marginalization, marginality and juvenile delinquency, in close operation with the network of local social services. Ancillary Activities a) operate, within the civil and religious community, to promote a community culture capable of offering appropriate support to families, right from their birth, of restoring centrality to children and their questions, of guiding the choices of local authorities , in terms of prevention; b) develop and disseminate a careful reading of the needs of families, children and young people living in conditions of hardship and/or social exclusion, with the intention of disseminating and promoting effective and innovative responses; c) promote and organize events, seminars, conferences, working groups at a scientific level, set up documentation centers, and carry out all the activities that contribute to protecting and defending a concept of the person/well-being relationship according to the Christian inspiration of life and Church doctrine; d) prepare, organize and directly or indirectly promote any cultural, promotional, and educational initiative, including the training of religious and lay missionaries, capable of arousing the attention and support, including economic ones, of people, companies, public and private bodies of any gender, towards the needs and living conditions of the poor. For the purpose of pursuing the institutional purposes and all those instrumental to them, consequent and in any case connected, the Foundation can carry out any movable, real estate and economic-financial activity as well as all the relative deeds and operations deemed necessary and/or appropriate. The Foundation also undertakes to coordinate, promote and develop the activity of entities having the same, similar, analogous and in any case connected purpose to its own, providing them with all types of technical and cultural assistance and, where deemed appropriate, economic. Art. 3 The bodies of the Foundation are: the Board of Directors; the President of the Foundation; the Auditor of Accounts. Art. 4 The Foundation is governed by a Board of Directors made up of three to five members, two of whom are Directors for life, whose first appointment is made upon incorporation, while the other Directors remain in office until revocation or resignation. in the event of resignation or impossibility to carry out the office by a Lifetime Director, the Directors remaining in office will appoint another Director who will be part of the Board until the natural expiry of the mandate. Once appointed, the directors choose the President from among themselves. Art. 5 The Board of Directors of the Foundation is vested with the powers of ordinary and extraordinary administration. The Board of Directors provides for the activities of the Foundation and also decides on the destination of the income from the assets. Among other things, the Board of Directors is responsible for: - approving the general directives governing the activities, criteria and priorities of the Foundation's initiatives; - oversee the planning and implementation of the various initiatives of the institution, determine contents, methods and any regulations; - approve the budget and the annual final balance; - supervise and control the implementation of the resolutions and programs of the Foundation, as well as the conformity of the use of contributions; - deliberate on any amendments to the present Statute to be submitted to the approval of the competent authority; - in the event of dissolution of the Foundation, deliberate on the liquidation of the foundation's assets and on any observations by the competent authority. The Board of Directors has the power to appoint Scientific Councils, Steering Committees and any other body it deems necessary for the activities of the Foundation, establishing their duties and any fees within the limits of the law. The Board may also delegate part of its powers to the Chairman or to one or more Chief Executive Officers, determining their powers and any compensation for their position within the limits of the law. The Board of Directors is convened at the request of a Life Member or the President. The convocation is made, at least eight days before the meeting, by letter. In urgent cases, the convocation can be made by sending a telegram forwarded at least two days before the scheduled date for the meeting or by e-mail or in any other way suitable for certifying receipt the day before the meeting. The meetings of the Board of Directors are valid with the presence of all its members. For the resolutions to be valid, the favorable vote of the majority of the Directors is required. Art. 6 The President is the legal representative of the Foundation. It is responsible for representing the entity before third parties or in court and for ensuring the execution of board resolutions. Art. 7 The Auditor of Accounts is appointed by the Board of Directors of the Foundation, and is chosen from the list of Auditors kept at the Ministry of Justice. It remains in office for five years and can also be reconfirmed for several mandates. Pending the appointment of the new Auditor, the outgoing Auditor will continue to perform his duties. The Auditor is entrusted with supervision and administrative control over the management of the Foundation. To this end, it must draw up a report on the final balance sheet for each year. It is also up to the Auditor of Accounts to verify the correct replacement of a Director for life in the event of his termination. Art. 8 The Foundation's assets consist of: - the initial endowment of €100,000 (one hundred thousand), conferred to the Foundation with the deed of incorporation, of which €50,000 constitutes the endowment fund and €50,000 the management fund; - from movable and immovable property and from any other contribution, disbursement and income however received by the Foundation for this purpose; - any increases approved by the Board of Directors of the Foundation. The change in the composition of the assets does not involve changes to the articles of association. Art. 9 The financial year begins on January 1st and ends on December 31st of each year. By 30 June of each year, the Board of Directors must approve the final balance sheet for the previous year. The Council must also approve the budget for the following year by 31 December of each year. It is forbidden to distribute, even indirectly, profits and operating surpluses as well as funds, reserves or capital during the life of the Foundation. The Foundation must use the profits and operating surpluses for the implementation of institutional activities and those directly connected to them. Art. 10 The Foundation is established without limitations of duration over time. If the Board of Directors ascertains that the statutory purpose has been exhausted, has become impossible or of little use, or that the assets have become insufficient, it will ask the Supervisory Authority for a declaration of extinction of the Foundation and will proceed with the activation of the liquidation procedures. In the cases provided for in the previous paragraph, and in general when the causes of extinction, dissolution, revocation of the legal personality provided for by current legislation exist, the Foundation has the obligation to donate the assets of the organization, in the event of its dissolution for any cause, to other non-profit organizations of social utility or for purposes of public utility, having heard the control body referred to in Article 3, paragraph 190, of Law 23 December 1996, n.662, unless otherwise assigned by law . Where necessary, the Board of Directors will appoint one or more liquidators, setting their compensation within the limits of the law. Art. 11 For anything not expressly contemplated in this Statute, reference will be made to the provisions of the Civil Code and other laws in force on the matter.
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