Articles of Association

Annex "A" to Act No. 3880 of Directory No. 2935 of the Register dated 24th September 2015


STATUTE OF
THE "SPAZIO REALE" SOCIAL ENTERPRISE FOUNDATION


Art. 1

(Name)
Comprises a Social Enterprise Foundation named "FONDAZIONE SPAZIO REALE IMPRESA SOCIALE".


Art. 2
(HQ and duration)
The Social Enterprise Foundation is based in Campi Bisenzio (near Florence), in Via San Donnino n. 4/6.
The Social Enterprise Foundation's constitution has no expiry date.


Art. 3
(Objectives)
The Social Enterprise Foundation aims to manage the promotion and organization of activities of socio-cultural, educational and training, sports and leisure purpose, as well as the protection, conservation and enhancement of the artistic heritage, to facilitate the aggregation and growth, both human and spiritual, of the people and contribute to the reconstruction of the fabric of relationships, values and communities, as well as solidarity and social cohesion, having as a point of reference the Gospel and the Social Doctrine of the Church.
Furthermore, the Social Enterprise Foundation also has a primary objective to handle organized business activities for the purpose of production and / or the exchange of goods and services of social value in the following fields:
- education, education, and training, under Italian Law no. 53 dated 28th March 2003;
- promotion of cultural heritage, according to the Cultural Heritage and Landscape Code referred in Legislative Decree 42 date 22th January 2004;
-research into, and provision of, cultural services;
- shared workspaces (co-working);
-social tourism;
-university and post-university training;
- Protection of the environment and the ecosystem, compliant with Italian Law no. 308, dated 15th December 2004;
- informal training, aimed at the retention of knowledge and successful education and training;
- social assistance compliant with Italian Law no. 328, dated 8th November 2000.
The Social Enterprise Foundation is non-profit so: - profits and surpluses are used to carry out the statutory activities, or to increase the assets of the Social Enterprise Foundation itself;
-It is expressly forbidden to distribute, even indirectly, profits and surpluses, as well as funds and reserves, during the life of the Foundation Social Enterprise itself.


Art. 4
(Activities)
To achieve its statutory objectives the Foundation Social Enterprise may,
A. in the fields of education and training, under Law 53 of 28th March 2003, and of informal training, aimed at the preservation of knowledge and success in education and training, whether on their own or through third parties,
design, promote and implement formal and informal training courses, both in professional training, in social and humanities, in teaching, as well as courses in career guidance;
manage initiatives aimed at children, such as Educational Play Centres, and Kindergartens; as well as initiatives in supporting teenagers and young people, couples and families, including those in difficulty;
provide guidance, information and training for groups and individuals, through organic means including in schools of varying degrees, with specific projects created in response to public demand, as well as through individual consultancy: counseling, skills analysis, support for defining professional objectives, active job-search techniques, aimed at both the unemployed and employed;
update and specialize, or retrain, workers, professionals, technicians and operators already involved in various labour market sectors; support employment projects, encourage the creation of new businesses, coordinate and follow up integration and reintegration projects, develop the vitality and quality of work and workers alike;
promote and / or provide training, retraining and upgrading of teachers and school staff in general, including research, analysis and studies into both teaching and methodologies in the scholastic education field at all levels;
promote and implement innovative and experimental educational projects with particular attention to the development and / or use of digital and multimedia tools;
establish and / or manage schools aimed at educating first and second grade, further and higher education, and post-university levels;
B. for the promotion of cultural heritage, according to the Cultural Heritage and Landscape Code referred to in Legislative Decree 42 of 22nd January 2004, whether directly, or through third parties, the Social Enterprise Foundation will:
manage museums, archaeological sites and monuments, libraries and archives, including conducting public-facing services, supervision, guided tours, ticket offices, bookshops, management of refreshment centres (with administration of foods and drinks aimed at those who use the cultural sites);
carry out merchandising activities and, in particular, design, develop and market quality gifts, gadgets, and souvenirs, reproductions, and anything else of cultural and artistic benefit;
design and prepare exhibition spaces, reception areas, and museums;
carry out any other activities related to the protection, conservation and enhancement of cultural heritage, also in accordance with the provisions of the Cultural Heritage and Landscape Code (Legislative Decree 42, 22nd January 2004, and subsequent amendments), particularly with regard to the permanent establishment of resources, facilities, or networks. Provision of technical, financial, equipment, or any other skills necessary to perform the duties and the pursuit of the above purpose, including the conclusion of agreements concerning direct contracts by the institutions, other entities and / or individuals;
C. for social tourism, whether directly, or through third parties, the Social Enterprise Foundation will:
manage hospitality centres, hostels, holiday homes, camp-sites, and any other general tourist accommodation, recreation or hospitality structure aimed primarily, but not exclusively, at young people, families and others interested in responsible, sustainable and social tourism;
promote, design, construct, organize and support projects and activities of a touristic nature, such as the organization of trips, excursions, treks, and related and complementary activities;
D. for university and post university education, whether directly or through third parties, the Social Enterprise Foundation will:
carry out education and training activities, such as university and post-graduate first or second-level master's courses in advanced sciences and high-level regular training for post-three-year degree masters
E. for the protection of the environment and the ecosystem, compliant with Italian Law no. 308 of 15th December 2004, whether directly, or through third parties, the Social Enterprise Foundation will:
promote the execution of projects and activities aimed at the protection and promotion of the Tuscan landscape and its typical natural products, as well as through environmentally sound management of public green areas, parks, and eco-educational facilities;
raise awareness and train young people and adults in the preservation and responsible use of the environment creating, for example, in-school events, educational teaching labs, meetings, and workshops;
F. for social assistance, under Italian Law 328 of 8th November 2000, whether directly, or through third parties, the Social Enterprise Foundation will:
run workshops and group meetings for teenagers and adults, aimed at promoting the potential of individuals and groups in order to remove all obstacles, actual and potential, in their personal and social development;
work on immigration, promoting and operating whatever is necessary to encourage a positive coexistence and support the intercultural process between people of different nationalities, cultures and religions;
manage university campuses and / or youth centres for educational and pedagogical and recreational / leisure uses, facilitate the orientation of young people towards active and conscious participation in social life, civil values, and the values ??of solidarity and respect for diversity;
promote and develop all kinds of direct intervention to prevent, eliminate or reduce conditions of disability, need and hardship for individuals and their families, resulting from inadequate income, social problems, and external conditions, in order to improve quality of life, ensure equal opportunities, and rights of citizenship to individuals and families;
G. for research and provision of cultural services, whether direct or through third parties, the Social Enterprise Foundation will:
promote and carry out studies, research and documentation activities, including intercultural;
promote socio-cultural and recreational initiatives for all stages of life;
organize conferences, seminars, workshops, exhibitions, fairs, promotional events, and meetings and debates at local, regional, national and international levels;
promote art exhibitions, film clubs, theatre and film presentations, musical events, and other artistic activities;
manage documentation archives, libraries, video libraries, and newspaper libraries whether on paper or on digital media;
H. To support co-working, the Social Enterprise Foundation may:
- promote ways and means of co-working, co-creation, and professional collaboration;
- offer a system and structure where physical space, equipment, information systems, support services, and other resources are shared and made accessible to users.
- promote and implement innovation projects to support teamwork and cooperatives of people with diverse professional skills and experiences;
I. In general, to better achieve its own purposes, whether directly, or through third parties, the Social Enterprise Foundation may:
promote initiatives aimed at fostering social cohesion in all its forms, and to render significant the ordinary, everyday lives, and the inter-generational and intercultural dimension, of people and society;
collaborate with schools, universities, and public and private bodies, as well as political and administrative authorities;
set up scholarships and prizes, or collaborate in the allocation and management of those set up by others;
carry out publishing activities through the creation, processing, editing, publishing and co-publishing, sale, and marketing of books, periodicals, magazines and journals, abstracts, publications and published products in general, whether in print or electronic form. This includes the production, co-production and reproduction under license or transfer under various models (lease, usufruct, or loan) of audiovisual and educational materials and use of new technologies, online or multimedia, and software in general;
receive offers in goods or money to be allocated to the performance of its business and towards solidarity, missionary and apostolic activities;
conclude cooperation agreements with public or private institutions for the purposes related above, or instrumental to same, or on the basis of joint projects;
participate in institutions, organizations, consortia, associations, and juridical persons supporting, or complementary to, its own goals;
promote occasional public fundraising, including through offers of goods or services of low value, in conjunction with celebrations, anniversaries or awareness campaigns, and producing a specific report;
enter into agreements and contracts for the outsourcing of part of the activities, as well as specific studies and consultations.

In any case, the Foundation will fulfill any operation of real estate, commercial or financial character and, in general, any other appropriate activity that supports the pursuit of the Foundation's aims.


Art. 5
(Field of operation)
The aims of the Foundation Social Enterprise are limited to the Region of Tuscany.


Art.6
(Assets)
The assets of the Social Enterprise Foundation consist of:
a) the original endowment fund and subsequent additions, for any reason, to the same;

b) donations made in cash, property, real estate, or other assets that can be used for the pursuit of the goals, made by the Founder and his successors;

c) donations of money, valuables, securities and more that reaches the Social Enterprise Foundation by way of inheritance and donations, subject to acceptance by the Board of Directors;

d) contributions made by the European Union, the State, the Region of Tuscany, and other public or private institutions and individuals, intended to increase the Foundation's assets, subject to acceptance by the Board of Directors;

e) income and donations of any kind that the Board of Directors resolve to allocate to increase the assets;

f) income from institutional activities and from the proceeds of business activities.

 

Art. 7
(Financial resources)
The Foundation's financial resources include:

a) income and proceeds from the Foundation's own assets not expressly intended as assets by the Board of Directors;

b) the subsidies specifically aimed at provision of scholarships and prizes, implementation of specific research programs, publications, initiatives, or for promoting seminars and conferences relevant to the Foundation's statute;

c) from contributions made to the Foundation by the EU, the Italian State, regional or local authorities, or other public bodies of every kind and nature, which are not expressly intended as Assets;

d) from the dues paid by public or private Entities or individuals for membership or to support the Foundation, and provided that they are accepted by the Board of Directors;

e) from rents, revenues and any other form of direct or indirect support or funding to support the Foundation for any reason whatsoever.
The resources of the Social Enterprise Foundation will be used to carry out its statutory activities, for the functioning of the Social Enterprise Foundation itself, for the realization of its goals, and the increase of its assets.


Art. 8
(Liabilities)
Of the obligations undertaken by the Social Enterprise Foundation the organization itself responds with its own assets only provided that:
- the assets of the Foundation exceed twenty thousand Euros;
- the Social Enterprise Foundation is entered in the appropriate section of the relevant entity Registry.

If, as a result of losses, the resources are reduced by over a third with respect to the aforementioned twenty thousand Euros, those who have acted in the name and on behalf of the Foundation will be jointly and severally liable for its debts.


Art. 9
(Bodies and member requirements)
The bodies of the Social Enterprise Foundation are:

- the Chairman;
- the Board of Directors;
- the Board of Statutory Auditors

Those who assume these social offices must meet the following requirements of integrity, professionalism and independence: no pending charges, proven experience in the activities of the social enterprise foundation, and with no conflicts of interest.


Art.10
(Committees and Volunteers)
The Board of Directors, in support of its activities, appoints a Steering Committee and / or one or more Scientific Committees, with the task of suggesting operating and project guidelines and options for cooperation in the various fields of activity.
For the execution of its activities, the Social Enterprise Foundation may rely on the work of volunteers to which the relevant regulations must be applied, including the creation of related records and the provision of appropriate insurance policies.


Art. 11
(Board of Directors: Composition)
The Board of Directors comprises 3 (three) to 5 (five) members, all appointed by the Archbishop of Florence, or his delegate.
The members remain on the board for three years and may be reappointed.


Art.12
(Organization of the Board of Directors)
The Board of Directors shall elect a Chairman from among its members, who is appointed for three years and may be re-elected.
It may also appoint the Secretary of the Social Enterprise Foundation, that need not also serve on the Board of Directors, and is appointed for three years with the option of reappointment.
The Board of Directors will decide on all acts it deems appropriate and necessary to achieve the aims of the Social Enterprise Foundation, as well as those concerning the administration of goods, and the organization and operation of services.
In particular, and without the exemplification limiting its powers, the Board of Directors:

- discusses and approves the financial statements for the annual budget and final accounts;
- draws up and submits to the competent company register the social balance compliant with Art. 10 of Legislative Decree 155/2006;
- may appoint an Executive Committee and determine the number of their members and their specific tasks;
- may appoint one or more liquidators.

The Board of Directors meets at the headquarters of the Social Enterprise Foundation, or elsewhere in the Region of Tuscany, at least three times a year, and whenever the Chairman deems it appropriate, or when a meeting is requested by two of its members.
The Convocation is ordered by the President by written invitation sent out at least five days prior to the date set for the meeting, indicating the agenda to be discussed.
The quorum for meetings of the Board of Directors requires the presence of a majority of its component members.
Resolutions of the Board of Directors are taken by a majority of those present. In case of a tie in the voting, the Chairman shall make the final decision.
The minutes of the deliberations of the Board of Directors must be recorded in chronological order in a suitable register, and be signed by the Chairman, and the Secretary if appointed.


Art.13
(Representation)
The Chairman is the legal representative of the Social Enterprise Foundation before third parties and in court.
In addition, the Chairman:

- calls the Board of Directors and proposes the matters to be discussed;
- signs the acts and that which is necessary for the execution of all the approved activities;
- monitors the smooth running of the Social Enterprise Foundation administration;
- ensures compliance with the Statute and promotes reform if it becomes necessary;
- implements the resolutions of the Board and handles relationships with the protective authorities;
- in an emergency, adopt any appropriate action, referring as soon as possible to the Board of Directors.

In the absence or incapacity of the Chairman, the oldest board member takes his or her place.


Art.14
(The General Manager)
The Board of Directors, upon the proposal of the President, may appoint a General Manager to assist in his tasks.
The General Manager may be responsible for the following tasks:
organizing, coordinating and directing the offices in order to implement the directives set by the Board of Directors:
preparing, according to the directives of the Board of Directors and the Chairman, the annual program of activities, to be submitted for approval to the Board of Directors;
supervising the administrative and financial management of the Foundation and preparing the budget and final balance, under the direct responsibility of the Chairman, for approval by the Board of Directors;
submit to the Board of Directors for approval, a description of the organizational and functional structure of the Foundation, prepared in consultation with the Chairman, defining the strategic functions, and appointing or revoking those responsible for each sector;
manage human resources, including the establishment or termination of employment relationships, with the employees, professionals and other Foundation collaborators;
manage coordination among the various bodies of the Foundation;
in general, performs all the functions that delegated to him by the Board of Directors, within the limits mentioned above, consistent with the functions assigned or delegated to other bodies.
All employees of the Foundation are dependents, and thus under the disciplinary control, of the General Manager.
He may be invited to participate, without voting rights, at meetings of the Board of Directors
The remuneration of the General Manager, who must also be reimbursed of any expenses incurred in the interests of the Foundation, is determined by the Board of Directors at the request of the President.


Art.15
(The Board of Statutory Auditors)
The Board is appointed by the Archbishop of Florence, or his delegate.
Nomination of the Board of Auditors is required, under Article 11 of Legislative Decree 155/2006; if two of the limits indicated in the first section of Art. 2435 bis c.c., they are reduced by half.
The Board of Auditors oversees compliance with the law, the statutes, and the principles of correct administration, and the adequacy of the organizational, administrative and accounting structure. It is also responsible for monitoring compliance with the social goals of the enterprise. Such monitoring should include the preparation of the social report referred to in Art. 12.
The Board comprises three members, including the Chairman (appointed by the same board) and two seconds, who shall hold office for three years and may be re-elected. The Board comprises:

- the Chairman, who is chosen from among those enrolled in the register of auditors;
- two staff auditors;
- Two seconds, at least one of which must be entered in the register of auditors.

The members of the Board of Auditors shall be chosen from among those registered in professional organisations identified by the Minister of Justice, or from university professors in economics or law. In the event that accounting control be exercised by the Board of Auditors all members must be registered in the Register of Auditors at the Ministry of Justice.


Art.16
(Involvement of workers and recipients of the activities)
Workers must be involved in the following ways:
participation and sharing of the aims of the Foundation, through regular informational and consultation meetings, resulting in organization of the work.

The activity targets must be involved in the following ways: regular meetings to check on the quality of the services provided in order to evaluate their satisfaction and improve delivery.


Art. 17

(Financial Year)
The financial years run from 1st January to 31st December of each year. At year-end, the budget report will be produced for approval by the end of April of the following year.


Art. 18
(Organisational Structure)
To better achieve its goals, the Foundation may adopt an Organizational and Functional structure divided into sectors of activity, by identifying areas of action, their managers, and the strategic and operating functions.
It will be up to the Board of Directors, upon proposal of the Chairman or the General Manager, (if appointed), to approve the organizational and functional structure of the Foundation.


Art. 19
(Devolution)
In the event of termination of the Social Enterprise Foundation, for any reason, the same is obliged to devolve its assets to the Archdiocese of Florence, with the approval of the Ministry of Labour and Social Policy in Art. 13 of Legislative Decree 155/2006, or another entity with a similar purpose, or the public good.