Statute
1. Establishment The "Alexander Langer Stiftung Foundation" is established in compliance with the Civil Code, Law No. 106 of June 6, 2016, and Legislative Decree No. 117 of July 3, 2017, and subsequent amendments and additions.
From the establishment of the National Register of Third Sector Entities (RUNTS) and upon registration of the Foundation in the Register itself, the acronym "ETS" or the designation "third sector entity" must be included in the name. From the moment of registration in RUNTS, the Foundation's name will therefore become "Alexander Langer Stiftung Foundation – ETS." The Foundation must from that moment use the designation "third sector entity" or the acronym "ETS" in its deeds, correspondence, and communications to the public.
The Foundation is headquartered in Bolzano, via Bottai no. 5. The transfer of headquarters within the municipality of Bolzano is not considered a statutory modification.
The Foundation carries out its activities at the provincial, national, and international levels and may for this purpose establish other offices, delegations, or bureaus both in Italy and abroad in order to best promote its purposes and activities by creating the necessary network of relationships in support of the Foundation itself.
2. Purposes The Foundation exclusively pursues, without profit motive, civic, solidarity, and social utility purposes through the performance, exclusively or primarily, of one or more activities of general interest and in particular proposes:
to support groups and individuals who contribute through their work to keeping alive the legacy of Alexander Langer's thought and continuing his civil, cultural, and political commitment;
to promote the defense of the rights of individuals and minority groups against all discrimination of an economic, religious, racial, or sexual nature;
to stimulate the search for solidarity-based, democratic, and just solutions to the needs and conflicts that cross societies;
to promote reflections and concrete actions toward an ecological conversion of the economy, work, and lifestyles.
3. Activities of general interest To achieve its purposes, the Foundation carries out its activities in the sectors of promoting culture, protecting civil rights, and scientific research of particular social interest, and in particular, directly and/or through collaboration agreements with persons, associations, public or private entities and institutions:
establishes and awards prizes and scholarships to persons, groups, and associations that creatively commit themselves to affirming universal values, resolving conflicts, and the ecological conversion of the economy and society;
organizes meetings, debates, seminars, conferences, study trips, training courses, twinnings, forms of cooperation and active volunteering;
collects, organizes, promotes consultation, publishes, and makes available to interested parties, especially young people, the writings and working materials of Alexander Langer and other persons who have interacted with him or been inspired by him;
provides assistance to research and theses concerning the work of Alexander Langer or on topics connected to his thought;
organizes any other initiative, including of an economic nature, deemed useful or necessary for the institutional purposes of the Foundation.
Specifically, the cited activities are attributable to the items referred to in letters d) h) i) k) n) r) v) w) of paragraph 1 of art. 5 of Legislative Decree 117/2017.
The beneficiaries of the Foundation's services are disadvantaged subjects or their representatives as well as, limited to humanitarian aid, members of foreign communities, except in cases and sectors of activity where the law considers the purposes of social solidarity to be immanent.
4. Diverse activities The Foundation reserves the right to evaluate the opportunity to carry out – within the limits prescribed by regulations – activities of a different, secondary, and instrumental nature, pursuant to art. 6 of Legislative Decree 117/17.
5. Assets The Foundation's assets consist of:
the endowment fund, as formed and constituted by monetary contributions, deposited at a banking institution;
rights deriving from publications or proceeds from activities of a different nature, pursuant to art. 6, Legislative Decree 117/17;
movable and immovable property, sums of money, securities, and anything else that comes to the Foundation by way of donation or succession;
contributions granted by public or private entities and institutions or by natural persons, insofar as they are intended to increase assets.
6. Financial resources The Foundation's financial resources consist of:
income derived from its assets;
additional contributions paid by supporters of the Foundation;
funds raised through public subscriptions or grants from individuals, public and private entities and institutions, tied to specific activities of the Foundation;
fees and sums acquired by any title by the Foundation.
7. Foundation bodies The Foundation's bodies are:
the Board of Directors;
the President, Vice President, Treasurer;
the Scientific and Guarantee Committee;
the Control Body;
the Assembly of Friends of the Foundation.
In the composition and manner of action of all its bodies, the Foundation is inspired by the principle of equal presence of women and men.
Statutory offices are unpaid, except as provided with reference to the Control Body in art. 12 and except for any reimbursement of documented expenses incurred for reasons of the office held according to criteria established by the Board of Directors.
8. Board of Directors - composition, duration, and replacements The members of the Board of Directors are appointed by co-option, serve for three years, and are re-eligible. The Board of Directors consists of a variable number between 5 and 13 members. The number of members of the Board of Directors to be elected for the next three-year period is established by the outgoing Board based on the needs for good administration of the Foundation.
Election procedures are established by regulation to be approved by the Board with an absolute majority.
In case of resignation, death, forfeiture, or revocation of a member, the Board may replace them within 60 days, until the natural expiration of the mandate, through co-option.
Any permanent employees or collaborators cannot be part of the Board.
9. Board of Directors - duties and functioning The Board of Directors has general competence for the functioning and administration of the Foundation, with all powers of ordinary and extraordinary management. In this capacity, the Board has the power to perform all acts it deems useful and appropriate for pursuing the Foundation's purposes and tasks, as well as acts necessary for the administration of assets, organization and operation of services, and personnel relations.
In particular, the Board:
a) develops the Foundation's programs and approves them, after hearing the opinion of the Scientific and Guarantee Committee and the Assembly of Friends of the Foundation;
b) develops and approves the Foundation's budget and final accounts and transmits them to the control bodies;
c) deliberates on amendments to be made to the Statute limited to the organizational profiles of the Foundation;
d) deliberates on the dissolution of the Foundation based on the (non-binding) opinion of the Assembly of Friends of the Foundation;
e) elects the President, Vice President, and Treasurer, and may delegate to them, jointly or severally, specific powers, excluding those referred to in letters a), b), c), and d);
f) deliberates on professional assignments or the possible hiring of employees, determining their respective duties and compensation;
g) may delegate specific tasks and responsibilities to one or more directors;
h) discusses and approves any collaborations or agreements with scientific bodies, associations, natural or legal persons, public or private;
i) approves, upon proposal of the President and after hearing the Scientific and Guarantee Committee as well as the Assembly of Friends of the Foundation, regulations for awarding prizes and scholarships;
j) appoints and revokes, upon proposal of the President and after hearing the Assembly of Friends of the Foundation, the Foundation's Scientific and Guarantee Committee and any other Committees; may also delegate to them powers concerning the scientific field and that of prizes and scholarships;
k) establishes, including annually, the conditions for registration in the register of Friends of the Foundation as well as in the register of Supporters of the Foundation;
l) decides - after hearing the Assembly of Friends of the Foundation - admission to the register of Friends of the Foundation and to that of Supporters of the Foundation, keeps the registers updated, deliberates by absolute majority on exclusion from the registers in cases of non-fulfillment of statutory and regulatory obligations and in cases of serious unworthiness on the part of Friends or Supporters of the Foundation;
m) regularly informs Friends and Supporters of the Foundation about the Foundation's activities, convenes the assembly of Friends of the Foundation.
An appropriate record must be prepared for all opinions provided for in this article.
The Board meets at least three times a year, and in any case whenever the President deems it appropriate or upon written request by at least one-third of the directors.
The convocation is made by notice sent to all members of the Board of Directors and the Control Body by registered mail RR or by e-mail or by any other means that guarantees proof of receipt.
The notice must contain the indication of the place, day, and time of the meeting and the list of matters to be discussed and must be sent at least 8 days before the meeting or, in case of urgency, at least 3 days before.
The Board of Directors is validly constituted, even in the absence of formal convocation, when all its members and all members of the Control Body are present.
Meetings may also be held via video-audio conference, in which case the Board is deemed to meet in the place where the President and Secretary are located.
For the validity of resolutions, the presence of a majority of directors is necessary. Unless otherwise established, resolutions are passed by a majority of those present.
10. President, Vice President, Treasurer The President, Vice President, and Treasurer are elected by absolute majority by the Board. For serious and proven reasons, and with a majority of at least two-thirds of its members, the Board may revoke their mandate.
The President has legal representation of the Foundation before third parties and in court, signs deeds, convenes and presides over the Board, executes its resolutions, and exercises the powers that the Board delegates to them generally or from time to time.
In case of urgency, they may adopt measures within the Board's competence, subject to ratification at its next meeting.
The Vice President replaces the President in case of absence or impediment. They also exercise functions delegated to them generally or from time to time by the Board or the President.
Before third parties, the signature of whoever replaces the President constitutes proof of their absence or impediment.
The Treasurer supervises the Foundation's financial situation and the regularity of accounting operations. They sign, together with the President, the annual budget.
11. Scientific and Guarantee Committee The Committee is composed of persons who enjoy particular prestige and consideration in the Foundation's sectors of activity.
Committee members serve for three years. They are appointed and revoked by absolute majority by the Board. The Committee elects a President from among its members and forms any sub-committees.
The Committee expresses opinions and suggestions on the Foundation's activity program and decides to whom to award the "Alexander Langer Prize" and any other prizes.
12. Board of Auditors – Legal audit of accounts
The Board of Auditors consists of a single member or three members, depending on what is resolved by the Board of Directors at the time of appointment.
Members of the Board of Auditors must be auditors registered in the appropriate register, serve for 3 years, and are re-eligible.
Articles 2397, paragraph 2, and 2399 of the Civil Code apply.
Their assignment may also be paid based on a specific resolution by the Board of Directors.
The Board of Auditors:
a) supervises compliance with the law and the Statute, respect for principles of correct administration, the adequacy of the organizational, administrative, and accounting structure and its concrete functioning;
b) exercises accounting control over the Foundation's budget, certifying that it is prepared in accordance with the guidelines of the Ministry of Labor and Social Policies;
c) monitors observance of the Foundation's purposes.
The Board of Auditors also exercises the functions of legal auditor when, for two consecutive years, at least two of the conditions provided for in art. 31, paragraph 1 of the CTS occur in the Foundation.
It is relieved of such duties after two consecutive years in which such conditions do not occur.
When deemed appropriate, the Board of Directors may in any case provide that the Board of Auditors exercises the legal audit even in the absence of such conditions.
Articles 30 and 31 of the CTS apply, insofar as not regulated here.RiprovaClaude può commettere errori. Verifica sempre le risposte con attenzione.
13. Friends of the Foundation Friends of the Foundation are those who have contributed, with the established methods, with their one-time donation to the collection of the Foundation's initial assets.
Friends of the Foundation are also private individuals, entities and associations, public and private institutions that contribute with the methods established by the Board to increasing the Foundation's assets.
The Board may also appoint as Friends of the Foundation those who with particularly significant collaborations or with the attribution of material or immaterial goods have contributed to the Foundation's development.
14. Assembly of Friends of the Foundation The Assembly of Friends of the Foundation is convened at least once a year and, in case of renewal of the Board, at least three months before its natural expiration.
The assembly is convened and presided over by the President of the Board. It is validly constituted regardless of the number of participants and its resolutions are passed by a majority of those present.
The Assembly of Friends of the Foundation may elect two members of the Board and expresses, also on its own initiative, opinions on the Foundation's activity. Members of the Board who are representatives of the Assembly of Friends of the Foundation have no voting rights. However, they may participate and have their interventions recorded in the minutes of individual sessions.
15. Financial year and duration – Dissolution and devolution of assets The Foundation is obliged to prepare the annual budget.
The Foundation's financial year begins on January 1 and ends on December 31 of each year.
The Foundation may not distribute, even indirectly, profits or management surpluses however denominated, nor funds, reserves, or capital during the life of the Foundation itself, unless the destination or distribution is imposed by law or is made in favor of other non-profit organizations of social utility that by law, statute, or regulation are part of the same and unitary structure.
The Foundation uses profits or management surpluses for the realization of institutional activities and those directly connected to them.
The Foundation is established without time limits. If the Foundation's purpose could not be maintained or if the assets became insufficient, the Board, based on the (non-binding) opinion of the Assembly of Friends of the Foundation, resolves by absolute majority of its members its dissolution or transformation.
In such cases, the assets remaining after liquidation are devolved to other entities registered in the National Register of Third Sector Entities with similar purposes, subject to positive opinion from the Provincial Office of the National Register of Third Sector Entities, unless a different destination is imposed by law. The entities benefiting from the devolution of the remaining assets are established by the Board, always based on the (non-binding) opinion of the Assembly of Friends of the Foundation, and must have purposes similar to those of the Foundation.
16. Foundation books In addition to keeping the other books prescribed by applicable regulations, the Foundation keeps: a) the book of meetings and resolutions of the Board of Directors; b) the book of meetings and resolutions of the Scientific and Guarantee Committee; c) the book of meetings and resolutions of the Control Body; d) the book of meetings and resolutions of the Assembly of Friends of the Foundation.
The books are kept by the members of the bodies to which they refer.
Members of the Board of Directors have the right to examine all the aforementioned books.
17. Disputes All possible disputes between members of statutory bodies and between them and the Foundation are submitted, to the exclusion of any other jurisdiction, to the competence of three arbitrators, of which the President is appointed by the Board and the other two are appointed by the parties. They judge ex bono et aequo without procedural formalities. Their award is not subject to appeal.
18. Reference For anything not provided for in this Statute, the provisions of the civil code regarding foundations apply, as well as the provisions of Legislative Decree No. 117 of July 3, 2017.