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Statute
Art. 1
The Foundation
The Foundation, constituted in Florence, Italy, shall be known
as the Slow Food Foundation for Biodiversity.
Art. 2
Object
The Foundation shall operate on a non-profit basis.
The goal of the Foundation shall be to support and disseminate
the culture of biodiversity as a factor of human, civil and
democratic growth. The Foundation shall work to safeguard
the personal right to pleasure and to taste, thus establishing
a harmonious relationship with nature in compliance with the
traditions and the economic, gastronomic and agroindustrial
identity of the terroirs of each single country. The Foundation
shall study and promote a new, different culture of development,
of civil coexistence and of slow living, undertaking to disseminate
quality products in compliance with the natural environment
and consumer rights. The Foundation shall work to promote
the study and defense of the food, farming and artisan heritage
of every country, and to protect the typical characteristics
and features thereof.
For the purposes of carrying out this object, Foundation shall:
- support, fund, promote and organize the Ark of Taste project
in accordance with its Manifesto;
- favor the setting up of Presìdia, promoting them
and providing them with visibility, thus enabling them to
develop projects aimed at saving products in danger of extinction;
- periodically organize and fund the Slow Food Award in accordance
with the procedures envisaged by the regulations thereof;
- fund the organization of shows, exhibitions and congresses,
directly or with the aid of contributions;
- promote the publication, dissemination and divulgation of
scientific and cultural works;
- offer scholarships;
- carry out all the real estate, movable asset and financial
operations, instrumental and accessory, functionally connected
with the carrying out of the above-mentioned object of the
Foundation;
- promote the development of any other initiative aimed at
achieving the object outlined above by collaborating with
the appropriate Italian and foreign public bodies;
- develop relations with other centers of culture in order
to promote the activities of the Foundation;
- promote study and research activity consistent with the
aims of this Statute.
Art. 3
Registered Office
The registered office of the Foundation is Firenze, Piazzale
degli Uffizi presso l’Accademia dei Georgofili.
The Foundation may set up other operative and representative
offices.
Art. 4
Duration and dissolution
The Foundation is formed without limitations on duration and
shall be dissolved for the causes envisaged by law.
In the event of dissolution, whatever the cause, the patrimony
of the Foundation shall be devolved to the International Slow
Food Association, or, in the case of default, to another Non
profit operating in an analogous sector.
Art. 5
Founding Members
Members, honorary members, subscribing members and subscribers
All Members must share the aims and purposes of the Foundation.
Founding Members are:
- Slow Food International Association
- Slow Food Italy Associations
- Slow Food Editore Srl.
Individuals or bodies corporate, public or private, and Authorities,
presented by at least three Founding Members, may become Founding
Members, if they are appointed as such by an absolute majority
resolution by the existing Founding Members, in which case
they shall deposit a sum to be specified by the Founding Members.
Individuals or bodies corporate, public or private, and Authorities,
presented by at least three Founding members on the basis
of special merits in the field of the Foundation’s activities,
may become Honorary Members, if appointed as such by a majority
resolution by the existing Founding Members.
Private individuals or companies, public or private, and Authorities,
presented by at least three Founding Members, and who make
contributions of a certain magnitude to the Foundation may
become Subscribing Members, if appointed as such by a majority
resolution by the existing Founding Members.
Regularly registered and paid-up Members of the Slow Food
national Associations, Authorities, Institutions, individuals
and bodies corporate presented by at least two Founding Members
may apply to become subscribers .
The member, of any status or type, can be excluded from the
Foundation if so decided by the Advisory Committee with a
majority vote of three fourths. This exclusion from the Foundation
could be deemed necessary due to inability to fulfill commitments
made to the Foundation, pursual of activities that are in
contrast to Foundation objectives, dishonorable actions, or
serious conflict of interest.
Art. 6
Patrimony
The patrimony of the Foundation is constituted by:
- the endowment fund deposited by the Founding Members at
the moment of constitution and by any increases that Founding
Members might decide to make;
- bequests, donations, offerings and liberal allocations in
compliance with Law no. 512 of August 2 1982 and any subsequent
variations and modifications thereto;
- contributions, endowments and funding made by public and
private Bodies, private individuals or bodies corporate, international
and Community institutions, or any other Italian and foreign
players;
- by any revenues or acquisitions made in any way;
- by any further moneys being party of the patrimony and resulting
from the Foundation’s activities.
Art. 7
Structure
The various bodies of the Foundation are:
- the Honorary Members’ Committee;
- the Board of Directors;
- the Chairperson’s Office;
- the Advisory Committee;
- the General Secretary;
- the Board of Auditors.
Art. 8
The Honorary Membersà Committee
The Honorary Members’ Committee shall consist of all
the Honorary Members.
The Honorary Members’ Committee shall be convened by
the most senior member at least once a year and, in any case,
whenever requested by at least a third of its members.
The function of the Honorary Members’ Committee shall
be to make proposals to the Board of Directors as to any new
initiatives that the Foundation might undertake.
The Chairperson of the Foundation or a representative thereof,
the General Secretary and the Chairperson of the Advisory
Committee, who shall all have an advisory function, shall
attend the meetings of the Honorary Members' Committee.
Art. 9
Board
The Board of the Foundation shall consist of a minimum of
seven and a maximum of fifteen persons, who are regularly
paid-up Members of a Slow Food National Association and appointed
by Founding Members by an absolute majority resolution.
The Founding Members designate the members of the Board by
choosing them from a pool of names, triple the number of those
to be elected, indicated by the respective Associations and
organs of provenance.
The Members of the Board shall hold office for a period of
three years and shall be eligible for re-appointment.
The Founding Members shall be convened to appoint the Board
at the initiative of the Chairperson with fifteen days notice
and at least thirty days prior to the natural expiry of office.
Whenever it is necessary to replace a member due to vacation
of office, the meeting shall be convened with just three days
notice.
The office of a Member of the Board shall be vacated if the
Member fails to provide apologies for absence from meetings
of the Board of Directors for more than one year.
If, in the course of the year, one or more Members of the
Board vacate office, the Chairperson shall, without delay,
inform the Founding Members, who shall take measures to replace
them, choosing the new Members in compliance with the criteria
outlined in this article.
Art 10
Regulations for the resolutions of the Board
At least two meetings of the Board shall be held each year,
or whenever deemed suitable by the Chairperson, or upon written
request by at least a third of the Members.
Notice of the meeting, together with an outline of the points
to be addressed, shall be sent to the Members of the Board
at least three days prior to the date fixed for the meeting,
either in writing or fax or by e-mail, and, in the event of
urgency, one day’s prior notice shall suffice
The meetings of the Board may be held by teleconference or
by videoconference on the condition that all participants
may be identified and are permitted to follow the discussion
and intervene in real-time to address the points on the agenda;
if all these prerequisites are met, the meeting shall be deemed
to have been held in the place in which the Chairperson finds
him/herself and in which the Secretary shall also be present
to draw up the minutes in the appropriate book.
The Board shall be regularly constituted if the majority of
members are present and resolutions shall be taken by a simple
majority of votes.
In the case of an equality of votes, the Chairperson or the
representative thereof shall have the casting vote.
The General Secretary and the Chairperson of the Advisory
Committee, who are not entitled to vote, shall attend the
Meetings of the Board.
Persons invited by the Chairperson of the Board may also attend
meetings.
Art. 11
Powers of the Board
The Board is entrusted with the ordinary and extraordinary
administration of the Foundation.
More specifically, at the compulsory but non-binding opinion
of the Advisory Committee, it shall:
- resolve the guidelines of the activity of the Foundation
and the objectives and programs thereof within the ambit of
the aims and activities of the Foundation;
- approve the working plans of the Foundation;
- approve, modify, or revoke the regulations of the Foundation;
- disburse funds according to criteria of expediency and safe
investment;
- approve the budget and financial statement;
- resolve the acceptance of inheritances, bequests, legacies,
donations, liberal allocations and contributions, as well
as the acquisition and transfer of real estate and movable
assets;
- take resolutions as to the expenditure of moneys for investment
to achieve institutional aims;
The Board shall also be autonomously responsible for:
- appointing the members of the Advisory Committee;
- appointing the General Secretary, empowering him or her
to carry out the appropriate functions and determining the
term of office, competences and remuneration, if any, thereof;
- stipulating conventions with private individuals and bodies
corporate;
- taking resolutions with regard to the stipulation of loans
and the opening of credit lines, as well as any other banking
operation, necessary or useful for the fulfillment of the
object of the Foundation.
Art. 12
ChairpersonÃs Office
The Board shall appoint the Chairperson and one ore more Deputy-chairpersons
from among its members.
The Chairperson shall be the legal representative of the Foundation
in all dealings with third parties and in judgment, and shall
exercise all powers with regard to the ordinary administration
thereof.
The Chairperson shall convene and chair the Board. At the
first subsequent meeting, any provision of an urgent character,
including the appointment of special proxies also to litigations,
active and passive, of any kind, arbitration included.
If the Chairperson is not present, the above-mentioned powers
shall be exercised by one of the Deputy-chairpersons.
Art. 13
Advisory Committee
The Advisory Committee is composed of five members, appointed
by the Board from among persons of proven competence in the
ambits in which the Foundation operates, and active for some
time in organizations that are among its Founding Members.
The Board shall designate, by a majority of its members, the
members of the Advisory Committee, choosing them from a pool
of names, triple that of the number to be elected, indicated
by the Founding Members,
The members of the Committee shall hold office for three years
and are eligible for re-appointment.
The Committee shall elect from among its members a Chairperson
who shall represents it at the meetings of the Board without
being entitled to vote.
Art. 14
Competences of the Advisory Committee
The Advisory Committee shall act as a purposive and advisory
organ for the Board.
The Advisory Committee shall elaborate work programs to achieve
the objectives approved by the Board of Directors, following
their progress and verifying the results achieved.
At the request of the Board of Directors, the Committee may
also evaluate the Presìdia projects, partly to allocate
funding according to the criteria approved by the Board of
Directors.
The Advisory Committee shall, where compatible, operate in
compliance with the rules set out in art. 10.
Art. 15
Experts
In order to optimize its activities re the drawing up of the
guidelines for the management of funds and the actuation of
the purposes and aims of the Foundation, the Advisory Committee
may make recommendations to the Board with regard to the appointment
of Experts, identified from among persons professionally qualified.
Art. 16
General Secretary
The General Secretary shall be responsible for executing and
publicizing the resolutions taken by the Board of Directors,
for coordinating the activities of the Foundation, and for
drawing up the budget and the financial statement.
Upon the authorization of the Board, the General Secretary
shall, if necessary, hire personnel, determining their salary
and wages and shall be endowed with due disciplinary power.
Art. 17
Board of Auditors
The Board of Auditors shall be composed of three members,
appointed by the Founding Members.
They shall hold office for three years and shall be eligible
for re-appointment. In the event of vacation of office during
their mandate, the Founding Members shall be responsible for
replacing them.
The Board of Auditors shall check the financial management,
ascertains the regular keeping of the accounting records and
express its opinion in a special report on the budgets and
financial statements.
Art. 18
Board of Arbiters
The Board of Arbiters is composed of three members, appointed
by the Founding Members, who shall hold office for three years
and are eligible for re-appointment. In the event of vacation
of office during their mandate, the Founding Members shall
be responsible for replacing them.
The Board of Arbiters shall any controversies that arise both
among the organs of the Foundation and between the Foundation
and Members. It shall also resolve the vacation of office
and exclusion of Members of the Board.
The Board of Auditors shall judge ex bono et aequo, without
procedural formality and in compliance with the principle
of public discussion.
Art. 19
Gratuitousness of Offices
All offices shall be gratuitous unless the Board of Directors
determines otherwise. Expenses incurred in the carrying out
of activities shall be refunded.
Art. 20
Financial Year
The financial year shall commence on January 1 and terminate
on December 31 each year.
The first financial year shall terminate on December 31 2003.
Art. 21
Modifications to the Statute
Modifications to this Statute shall be made by the Board in
compliance with the law by a resolution taken with the favorable
vote of at least two thirds of its members.
Art. 22
Final Provisions
The provisions of the Civil Code and the existing rules of
law shall regulate any questions not expressly envisaged by
this Statute.
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