{"id":73941,"date":"2016-06-11T16:13:56","date_gmt":"2016-06-11T16:13:56","guid":{"rendered":"https:\/\/www.fondazioneirmaromagnoli.org\/foundation\/statuto\/"},"modified":"2026-10-02T07:34:10","modified_gmt":"2026-10-02T07:34:10","slug":"statuto","status":"publish","type":"page","link":"https:\/\/www.fondazioneirmaromagnoli.org\/en\/foundation\/statuto\/","title":{"rendered":"Articles of Association"},"content":{"rendered":"

[vc_row row_height_percent=”0″ override_padding=”yes” h_padding=”1″ top_padding=”2″ bottom_padding=”2″ overlay_alpha=”50″ gutter_size=”3″ shift_y=”0″][vc_column width=”1\/1″][vc_custom_heading text_color=”color-124843″ sub_reduced=”yes” subheading=”FONDAZIONE IRMA ROMAGNOLI ONLUS”]OUR ARTICLES OF ASSOCIATION[\/vc_custom_heading][vc_button border_width=”0″ link=”url:https%3A%2F%2Fwww.fondazioneirmaromagnoli.org%2Fwp-content%2Fuploads%2F2026%2F04%2FFondazione.pdf|target:_blank|” uncode_shortcode_id=”119866″]New Articles of Association \u2013 February 2026[\/vc_button][vc_column_text uncode_shortcode_id=”583563″]Article 1<\/strong>
\nName<\/strong>
\n1.1 A foundation governed by private law is established under the name \u201cFondazione Irma Romagnoli Ente Filantropico ETS\u201d (hereinafter the \u201cFoundation\u201d). It is governed by these Articles of Association (hereinafter the \u201cArticles\u201d), the Italian Civil Code, Legislative Decree No. 117 of 3 July 2017 concerning Third Sector Entities (hereinafter the \u201cThird Sector Code\u201d or \u201cCTS\u201d), and all other applicable primary and secondary legislation (collectively, the \u201cApplicable Legislation\u201d).
\n1.2 The Foundation, recognised by Presidential Decree dated 11 November 2008 and registered under No. 689, page 78, volume 5 of the Register of Legal Persons held by the Prefecture of Bologna, may retain its recognised legal personality also pursuant to and for the purposes of Presidential Decree No. 361 of 10 February 2000, within the limits permitted by the Applicable Legislation.
\n1.3 Once entered in the RUNTS (National Single Register of the Third Sector), the Foundation shall include the designation \u201cEnte Filantropico ETS\u201d in its name as its specific distinguishing designation, and shall use it in all communications and public-facing activities. It shall also state its RUNTS registration details in its documents, correspondence and communications to the public.<\/p>\n

Article 2<\/strong>
\nRegistered office and duration<\/strong>
\n2.1 The Foundation has its registered office in Bologna, at the address initially specified in its deed of incorporation and subsequently notified by the Governing Body to the competent authorities.
\n2.2 By resolution of the Governing Body, the Foundation may establish secondary offices, representative offices, management and operational offices, branches, agencies and delegations, both in Italy and abroad, to carry out activities ancillary and instrumental to its purposes.
\n2.3 The Foundation is established for an indefinite period.<\/p>\n

Article 3<\/strong>
\nPurposes \u2013 Activities of general interest<\/strong>
\n3.1 The Foundation is not for profit and operates both in Italy and abroad.
\n3.2 The Foundation stems from an act of love by Mrs Irma Romagnoli and her last wishes that her funds be used for charitable purposes benefiting disadvantaged people or those experiencing serious physical, mental or financial hardship, with particular attention to children and adolescents and child sponsorship, and to benefit organisations concerned with animal protection.
\nIt is therefore established to pursue civic, solidarity-based and socially beneficial purposes on a non-profit basis, primarily through the provision, as a philanthropic entity pursuant to Article 37 of the CTS, of money, goods and services, including investment-related support, to disadvantaged groups and activities of general interest.
\n3.3 More specifically, to achieve these purposes, the Foundation carries out the following principal activities:
\na) Providing money, goods and services, including investment-related support and, where appropriate, through the production or exchange of goods and services, to support activities of general interest directly and\/or through contributions to Third Sector Entities or non-profit public and\/or private entities carrying out activities of general interest as defined in Article 5 of the CTS. Particular emphasis is placed on providing money, goods and services, including investment-related support and, where appropriate, through the production or exchange of goods and services, to entities of any legal form engaged in charitable activities for disadvantaged people or those experiencing serious physical, mental or financial hardship, with particular attention to children and adolescents, and in animal protection.
\nb) Providing money, goods and services, including investment-related support and study grants, to disadvantaged groups.
\nc) Establishing, participating in or contributing to the establishment of public and private associations, bodies and institutions carrying out activities of general interest under Article 5 of the CTS or serving disadvantaged groups.
\n3.4 Pursuant to Article 6 of the CTS, the Foundation may also undertake, on a secondary and instrumental basis, any transaction considered necessary or otherwise appropriate to achieve the purposes set out in these Articles, and in particular:
\na) Administer and manage assets that it owns, lets, holds under a gratuitous loan for use or usufruct, or in which it holds rights of any legal nature.
\nb) Enter into any appropriate deed or contract, including to finance approved transactions.
\nc) Promote or contribute to the formation of partnerships and\/or companies, and participate in entities of the same types, always as activities ancillary and instrumental, directly or indirectly, to its institutional purposes.
\nd) Carry out transactions of any kind involving movable or immovable property, in Italy and abroad, that are instrumental to achieving the Foundation’s purposes as defined in these Articles.
\ne) Carry out any other activity appropriate or supportive to its institutional purposes and the instrumental purposes stated above, either directly or through committees or other entities promoted and funded by the Foundation for that purpose, including in collaboration with other public and private bodies.
\nf) Develop any other activity or initiative considered necessary or simply appropriate to better achieve the Foundation’s institutional purposes, expressly excluding activities prohibited or reserved under the legislation in force from time to time.
\ng) Organise, promote and participate in initiatives aimed at achieving the Foundation’s purposes, including solidarity trips to share with donors the projects supported by the Foundation on the ground.
\nh) Award scholarships to Italian and foreign students and university researchers, and provide contributions, prizes and grants.
\ni) Collect information, prepare reports, and promote and organise research, studies, publications, white papers, seminars, debates and conferences of national and international interest, with particular attention to bio-natural disciplines.
\nl) Promote and organise exhibitions, conferences, displays and all kinds of related activities, and prepare, publish and distribute periodicals, excluding daily newspapers, books, texts, handouts and other publications within the limits of the Applicable Legislation.
\nm) Develop and invest in projects promoting traditional medicines, to establish prevention programmes using local natural raw materials.
\n3.5 The Foundation may engage volunteers in accordance with the Applicable Legislation.
\n3.6 The Foundation may apply for public funding and contributions from the European Union and international organisations.<\/p>\n

Article 4<\/strong>
\nFinancial resources<\/strong>
\nAs a philanthropic entity, the Foundation obtains the financial resources needed to carry out its activities primarily from public and private contributions, donations, testamentary bequests, income from its assets and fundraising activities.<\/p>\n

Article 5<\/strong>
\nAssets<\/strong>
\n5.1 The Foundation’s initial assets consist of the resources contributed upon its establishment.
\n5.2 The Foundation’s assets shall be increased:
\na) By contributions intended to increase its assets.
\nb) By gifts, including donations, legacies and testamentary dispositions, allocated to its assets by the donor or testator or by resolution of the Governing Body.
\nc) By acquisitions made by the Foundation and allocated by the Governing Body to increase its assets.
\nd) By compensation for damage that has reduced the value of the Foundation’s assets.
\ne) By a resolution of the Governing Body allocating to its assets the portion of ordinary and extraordinary income considered unnecessary to finance the Foundation’s current activities.
\nf) By any other income or contribution allocated to increase its assets by resolution of the Governing Body or for any other reason in accordance with these Articles or the Applicable Legislation.
\n5.3 The Governing Body shall decide how the assets are invested. It shall act with the skill, prudence and diligence necessary to safeguard the Foundation’s asset base.
\n5.4 Where necessary or appropriate, the Governing Body may decide, by a reasoned resolution and applying principles of skill, prudence and diligence, to use portions of the Foundation’s assets to finance its current activities.<\/p>\n

Article 6<\/strong>
\nIncome and funding<\/strong>
\n6.1 In accordance with the Applicable Legislation, the Foundation finances its activities through:
\na) Contributions, however described, other than those intended to increase its assets.
\nb) Gifts, including donations, legacies and testamentary dispositions, not allocated to increase its assets by the donor or testator or by resolution of the Governing Body.
\nc) Income and returns derived from the Foundation’s assets.
\nd) Receipts of any kind generated by its activities.
\ne) Any operating surpluses, however described.
\nd) Proceeds from compensation for damage other than damage to the Foundation’s assets.
\ne) Any other income or contribution received by the Foundation and not specifically allocated to increase its assets.
\n6.2 The Governing Body may nevertheless allocate contributions or current income to increase the Foundation’s assets whenever it considers this appropriate.
\n6.3 Within the limits of the Applicable Legislation, the Foundation may raise funds to finance its activities, including by requesting bequests, donations and contributions without consideration from third parties.
\nFundraising may also involve public appeals or the transfer or provision of goods or services of modest value, using its own resources and those of third parties, including volunteers and employees, in compliance with the principles of truthfulness, transparency and fairness in dealings with supporters and the public, in accordance with the Applicable Legislation.<\/p>\n

Article 7<\/strong>
\nNon-refundability of contributions and payments<\/strong>
\nProhibition on distributing profits<\/strong>
\n7.1 Any contribution, gift or payment, however described, made to the Foundation is non-refundable under all circumstances, including upon the Foundation’s dissolution or the death or termination of the person or entity making it. It confers no right to participate in the Foundation’s organisation or activities other than the participation rights granted by these Articles and the Applicable Legislation. Nor does it confer on the contributor any ownership interest in the Foundation or its assets.
\n7.2 The distribution, including indirect distribution, of profits, operating surpluses, funds or reserves, however described, to founders, members, employees, collaborators, directors or other members of the Foundation’s bodies is prohibited, including upon the termination of any individual relationship between the Foundation and any other person or entity.<\/p>\n

Article 8<\/strong>
\nBodies of the Foundation<\/strong>
\n8.1 The Foundation’s bodies are:
\n\u00a8 The Governing Body.
\n\u00a8 The President.
\n\u00a8 The Vice-President.
\n\u00a8 The Supervisory Body.
\n– The Scientific Committee and the Scientific Director.
\n8.2 All offices are unpaid unless the Governing Body resolves otherwise.
\n8.3 Expenses incurred in performing the various offices may be reimbursed, provided they are properly documented.
\n8.4 No remuneration, fee or expense reimbursement may constitute an indirect distribution of profits; such payments may therefore be made only within the limits of the Applicable Legislation.<\/p>\n

Article 9<\/strong>
\nGoverning Body<\/strong>
\n9.1 The Foundation’s Governing Body may be either (i) a Sole Director or (ii) a Board of Directors comprising a minimum of 2 (two) and a maximum of 7 (seven) members, including the President, at the discretion of the person entitled to appoint the Governing Body under Article 9.3 below.
\n9.2 The Governing Body has all powers of ordinary and extraordinary administration of the Foundation.
\n9.3 Upon expiry of the term of the governing body in office when these Articles are adopted, the Foundation’s Governing Body shall be appointed (i) by the Founder, Mr Erus Sangiorgi, who shall retain this right throughout his lifetime, and thereafter (ii) by the serving Prefect of the district in which the company has its registered office.
\n9.4 The Sole Director or Board members shall hold office for the period specified in their appointment resolution, which shall not exceed five financial years, until the approval of the accounts for the last such year, and may be reappointed.
\n9.5 A director who, without justified reason, fails to attend five consecutive Board meetings may be removed from office by the Board.
\n9.6 If the President or a Board member ceases to hold office for any reason during their term, the President or, failing the President, the Vice-President or, failing the Vice-President, the oldest director shall initiate their replacement by requesting the person entitled to make the appointment under Article 9.3 above to do so within the following thirty days. The director or President so appointed shall remain in office until the term of the Board in office at the time of their appointment expires.
\n9.7 If the person entitled to make the appointment under Article 9.3 above does not appoint a replacement within that thirty-day period, the Board of Directors shall make the replacement by co-option. The President or director so appointed shall remain in office until the person entitled under Article 9.3 subsequently appoints, if applicable, a replacement for the President or director who ceased to hold office.
\n9.8 If the Board considers that there are well-founded reasons to request the removal of a director or of the President, the other members shall, by majority resolution, submit a reasoned request to the person entitled to make the appointment under Article 9.3 above, asking that the member be removed and replaced at the same time.
\n9.9 In particular, in addition to the powers expressly provided for in these Articles, the Governing Body:
\na. Performs all acts of ordinary and extraordinary administration.
\nb. Formulates and defines the direction of the Foundation’s activities and prepares and implements its programmes.
\nc. Appoints one or more Vice-Presidents from among its members.
\nd. Prepares and approves the annual accounts and determines the allocation of any operating surpluses.
\ne. Resolves on the acceptance of contributions, donations and bequests and on the purchase and disposal of movable and immovable property.
\nf. Decides on the administration and income-generating use of the Foundation’s assets and any other property received by it.
\ng. Resolves on amendments to these Articles.
\nh. Orders the Foundation’s dissolution, appoints a Liquidation Body, which may consist of a single person, grants it the relevant powers and resolves on the transfer of the Foundation’s assets in accordance with the Applicable Legislation.
\ni. Performs any other activity and exercises any other prerogative or power assigned to it by these Articles.
\n9.10 Within the limits of the Applicable Legislation, the Board of Directors may delegate its powers to one or more members, setting the terms and duration of the delegation.
\nThe Sole Director or Board of Directors may also appoint and remove advisers and special attorneys for individual acts or categories of acts, determining their powers of representation and remuneration for the transactions entrusted to them.<\/p>\n

Article 10<\/strong>
\nNotice and quorum for Board of Directors meetings<\/strong>
\n10.1 The President shall convene the Board on their own initiative or at the request of at least one third of its members, giving at least seven days’ notice by any means, including electronic means, that provides evidence of receipt.
\n10.2 In urgent cases, the Board shall be convened by the same means with at least twenty-four hours’ notice.
\n10.3 The notice shall state the agenda, place, date and time of the meeting.
\n10.4 The Board shall meet at least once a year to approve the annual accounts. Board meetings may be held by audio or video conference, provided that all participants can be identified and can follow the discussion and participate in real time in the consideration of the matters addressed. Where these conditions are met, the meeting shall be deemed to take place where its chair is located; the meeting secretary must also be at that location so that the minutes can be prepared and signed.
\n10.5 A majority of directors must be present for the Board to be duly constituted. Resolutions shall be passed by an absolute majority of the votes of those present; in the event of a tie, the President shall have the casting vote. The Board shall in any event be duly constituted if all directors are present.
\n10.6 Resolutions amending these Articles or dissolving the Foundation, and the other resolutions referred to in Article 9.8, paragraph h), shall require the affirmative vote of at least 75% (seventy-five per cent) of the members of the Board of Directors.
\n10.7 Resolutions shall be recorded in minutes signed by the President and the secretary appointed for that purpose.<\/p>\n

Article 11<\/strong>
\nLegal representation<\/strong>
\n11.1 Authority to sign for and legally represent the Foundation, whether as claimant or defendant, in dealings with third parties and in proceedings before any court or jurisdiction, including the Constitutional Court, the Court of Cassation, the Council of State, the Court of Auditors and the tax offices and commissions, shall rest with the Sole Director or the President of the Board of Directors.
\nSuch authority shall also rest with the Vice-President within the limits set out in these Articles and with delegated directors within the limits of their delegated powers.<\/p>\n

Article 12<\/strong>
\nPresident<\/strong>
\n12.1 The office of President of the Foundation belongs by right, for his lifetime, to the Founder, Dr Erus Sangiorgi. If a Sole Director is appointed, that person shall also hold the office of President. If Dr Erus Sangiorgi ceases to hold the office of President through death, resignation or any other statutory or legal cause, the President shall be appointed together with the other members of the Governing Body pursuant to Article 9.3 of these Articles.
\n12.2 The President convenes and chairs the Board of Directors and oversees the implementation of its resolutions.
\n12.3 The President supervises the proper conduct of administrative management and ensures compliance with these Articles.
\n12.4 In urgent cases, the President may take measures falling within the Board’s competence. These shall subsequently be submitted for ratification to a Board meeting specifically convened by the President within thirty days of their adoption.
\n12.5 In addition to the other powers expressly conferred by these Articles, the President maintains relations with institutions, businesses and public and private bodies, including to establish partnerships and support for the Foundation’s initiatives.<\/p>\n

Article 13<\/strong>
\nVice-President<\/strong>
\n13.1 The Vice-President is appointed by the Board of Directors from among its members.
\n13.2 The Vice-President replaces the President in the event of absence or inability to act and exercises the functions delegated by the President.
\n13.3 In dealings with third parties, the Vice-President’s signature shall suffice to establish the presumption that the President is absent or unable to act and to release third parties, including public offices, from any obligation to intervene and any liability regarding possible restrictions on the powers of representation for the acts to which the signature relates.<\/p>\n

Article 14<\/strong>
\nSupervisory Body<\/strong>
\n14.1 The Supervisory Body, appointed by the Governing Body, may be collective or consist of a single member. If collective, it shall comprise three full members and two alternates, shall hold office for three years and its members, who may also be chosen from among non-members of the organisation, may be re-elected. At least one full member and one alternate must be selected from statutory auditors entered in the relevant register; the remaining members must in any event belong to the categories specified in Article 2397, second paragraph, of the Italian Civil Code.
\n14.2 The Supervisory Body:
\nMonitors compliance with the law, these Articles and the principles of sound administration.
\nMonitors the adequacy of the organisational, administrative and accounting arrangements and their actual operation.
\nCertifies that the social report has been prepared in accordance with legal requirements. The social report shall record the results of the monitoring undertaken.
\n– Monitors compliance with the Foundation’s civic, solidarity-based and socially beneficial purposes, with particular regard to Articles 5 (activities of general interest), 6 (other activities), 7 (fundraising) and 8 (allocation of assets and non-profit status) of the CTS.
\n14.3 When the relevant statutory thresholds are exceeded, the Supervisory Body shall also perform the statutory audit of the accounts.
\nIn that case, whether collective or consisting of a single member, it shall be composed of statutory auditors entered in the relevant register.
\nAt its first meeting after appointment, the Supervisory Body shall elect its chair from among its members and establish its operating procedures through specific rules or by reference to the operating rules or regulations of the Executive Board.
\nMinutes of its meetings shall be prepared and entered in the appropriate register.
\nMembers of the Supervisory Body may carry out inspections and checks at any time and, for that purpose, may request information from the Executive Board, the Director or the President on the progress of the organisation’s operations or on specific matters.
\n14.4 Within the limits of the Applicable Legislation, the Governing Body may remove the Supervisory Body from office.<\/p>\n

Article 15<\/strong>
\nScientific Committee and Scientific Director<\/strong>
\n15.1 The Foundation may establish a Scientific Committee.
\n15.2 The Scientific Committee shall be appointed by the Board of Directors from among people whose specific qualities, knowledge, experience and qualifications enable them to develop and carry out, at a technical and scientific level, the scientific research programmes decided upon by the Foundation under these Articles.
\n15.3 The appointment decision shall specify the people appointed, the Committee’s term and a Scientific Director who shall chair it.
\n15.4 It shall also identify the subjects to be addressed by the Committee, the general guidelines to be followed and the manner and frequency with which the Committee, through its Scientific Director, must report to the Governing Body on its activities.
\n15.5 The Scientific Director supervises the Committee’s activities and chairs its meetings, organising its work to implement the Governing Body’s resolutions in this area.
\n15.6 The Scientific Director may attend Board meetings to provide information and data within their remit. They shall not have a decision-making vote but shall act in an advisory capacity.
\n15.7 Through the Scientific Director, the Scientific Committee shall submit scientific research, assistance and humanitarian programmes to the Governing Body for approval and make proposals for achieving the purposes set out in these Articles.
\n15.8 The Governing Body may alternatively appoint only a Scientific Director for the Foundation. In the appointment decision, it shall similarly determine the term of office, the subjects to be addressed, the general guidelines to be followed and the manner and frequency with which the Scientific Director must report on their activities. The provisions of the preceding paragraphs shall apply insofar as compatible.<\/p>\n

Article 16<\/strong>
\nFinancial year<\/strong>
\n16.1 The Foundation’s financial year begins on 1 January and ends on 31 December each year.
\n16.2 The accounts shall be prepared in accordance with the principles of the Applicable Legislation, taking account of the Foundation’s specific characteristics.
\n16.3 By 30 April each year, the Governing Body shall approve the accounts for the preceding year. The annual accounts, accompanied by the management report prepared by the Governing Body and the report of the Supervisory Body, shall be sent to all members of the Governing Body at least fifteen days before the meeting at which they are to be discussed.
\n16.4 The Foundation’s social report shall list the grants approved and made during the financial year and their amounts, identifying beneficiaries other than natural persons.<\/p>\n

Article 17<\/strong>
\nMandatory registers<\/strong>
\n17.1 The Foundation shall keep the accounting records required by the Applicable Legislation.
\n17.2 It shall also keep:
\n– The register of meetings and resolutions of the Governing Body.
\n– The register of meetings and resolutions of the Supervisory Body.
\n17.3 If it engages volunteers, the Foundation shall establish a Register of Volunteers, maintained by the Governing Body. This register may be inspected by any director and any member of the Supervisory Body.<\/p>\n

Article 18<\/strong>
\nDissolution<\/strong>
\n18.1 In the event of the Foundation’s dissolution or termination, its remaining assets shall be transferred to another Third Sector Entity as decided by the Governing Body within the limits of and in compliance with the Applicable Legislation, subject to the favourable opinion of the office referred to in Article 45, paragraph 1, of the CTS, which shall be mandatory from the time that office is established, and unless the law requires a different allocation.<\/p>\n

Article 19<\/strong>
\nReference to applicable legislation<\/strong>
\nAny matter not expressly provided for in these Articles shall be governed by the Applicable Legislation.<\/p>\n

Signed: Erus Sangiorgi
\nMarcella Brizzi
\nSigned: STEFANO FERRETTI, Notary[\/vc_column_text][\/vc_column][\/vc_row]<\/p>\n<\/div>","protected":false},"excerpt":{"rendered":"

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