Article 1 – Name
A Foundation called “VIDEOINSIGHT FOUNDATION – ETS” is hereby established.
Article 2 – Purpose and activities
The Foundation is non-profit, neither directly nor indirectly, and pursues civic, solidarity and social utility purposes by carrying out exclusively or primarily the following activities of general interest referred to in art. 5 co. 1 of Legislative Decree 117/2017:
1. health interventions and services (letter b);
2. education, instruction and professional training, pursuant to Law 28 March 2003, n. 53, and subsequent amendments, as well as cultural activities of social interest with educational purposes (letter d);
3. interventions for the protection and enhancement of cultural heritage and landscape, pursuant to Legislative Decree 22 January 2004, n. 42, and subsequent amendments (letter f);
4. scientific research of particular social interest (letter h);
5. organization and management of cultural, artistic or recreational activities of social interest, including activities, including editorial, of promotion and dissemination of culture and the practice of volunteering and activities of general interest referred to in art. 5 of Legislative Decree 117/2017 (letter i).In particular, in pursuit of its institutional purposes, the Foundation intends to carry out activities and initiatives in the following areas:
─ prevention, promotion, care of psychophysical well-being, of the health of the person and the community, through Contemporary Art;
─ integration of Contemporary Art and health, Contemporary Art and medicine, as well as Contemporary Art and science;
─ protection, management, dissemination, application of the Videoinsight® Method conceived in 2010 by the Founder, tested in scientific research in the field of medicine from 2010 to 2017, legitimized through books and publications and recognized by the international scientific community since 2011;
─ introduction of works of art taken from the “Videoinsight® Collection” in Health Institutions for treatment, improvement of quality of life, support for therapies, reduction of suffering, orientation of attitudes, activation of insights, or awareness, for the purpose of health protection;
─ creation of “Videoinsight® Rooms” in which patients, hospitalized or waiting for the Emergency Room, can interact with contemporary art, for the reduction of anxiety and stress, raising mood, activating healthy resources of the personality;
─ custody of the national and international Videoinsight® brand, the Videoinsight® logo, as well as the following Videoinsight® formats: Videoinsight® Art for Care, Videoinsight® Room, Videoinsight® School, Videoinsight® Walk, Videoinsight® Prize, Videoinsight® Emergency Room, Videoinsight® Collectors Room, Videoinsight® Emergency Kit (Videoinsight® Emergency Room), Videoinsight® Artroutine for Wellbeing;
─ philanthropic investment in contemporary art, promotion of exhibitions, seminars, conferences, workshops, reviews, festivals, happenings, projects, awards for research and production in the field of visual arts, also through the acquisition of significant works of art, as well as collaborations with artists, curators, collectors, museum directors, art influencers in the context of philanthropic projects that integrate culture and health;
─ creation of projects that integrate contemporary art and other arts such as music, theater, cinema, dance, literature, poetry, fashion;
─ promotion of creative, multisensory, holistic experiences that innovatively integrate Contemporary Art and psychophysical well-being, created through collaboration with similar disciplines such as Biophilia, Phytotherapy, Aromatherapy, Olfactology, Gastronomy, Gymnastics;
─ introduction of Contemporary Art in social contexts, in Cultural and Educational Institutions, in Schools, in work environments, training, sports, for the prevention of psychophysical distress, trauma, abuse, violence, manipulation, alienation, dependence, depression, mental health;
─ dissemination of the formats Videoinsight® Art for Care, Videoinsight® School, Videoinsight® Emergency Kit (Videoinsight® Emergency Room), Videoinsight® Artroutine for Wellbeing: Contemporary Art in pills, the routine of Art for psychophysical well-being, to be experienced in daily life or in moments of crisis, emergency;
─ collaboration with Academies, Universities, Educational and Training Institutes, Associations, Foundations, Museums, Art Galleries for the creation of philanthropic, cultural, social, recreational initiatives that integrate Contemporary Art and health;
─ editorial, graphic, information, training, volunteering activities, carried out through internships, workshops, placements, guided practical experiences;
─ promotion of site-specific artistic projects, artist residencies;
─ care of communication of activities through the site, mass media, social media, the web;
─ management, promotion, conservation, enhancement of its own artistic heritage acquired or received in any capacity.
The Foundation may carry out activities other than the institutional ones provided for above provided that they are secondary and instrumental to the activities of general interest, according to the criteria and within the limits set out in art. 6 of Legislative Decree 117/2017.
It may also carry out fundraising activities, in order to finance its activities of general interest. The Foundation may also carry out fundraising activities in an organised and continuous manner, including through solicitation to the public or through 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 truth, transparency and fairness in relations with supporters and the public, in accordance with the provisions of art. 7 of Legislative Decree 117/2017.
Article 3 – Duration
The duration of the Foundation is indefinite.
Article 4 – Headquarters
The Foundation has its registered office in the Municipality of Turin.
The headquarters may be transferred within the same Municipality by resolution of the Board of Directors and this will not require a formal change to this Statute.
Article 5 – Bodies
The bodies of the Foundation are:
─ the Founder;
─ the President;
─ the Board of Directors;
─ the Supervisory Body;
─ the Statutory Auditor, if appointed.
Article 6 – The Founder
The Founder is Dr. Luciana Russo.
The role of Founder is for an indefinite period and is lost by withdrawal or death. The Founder cannot be excluded from the Foundation.
The Founder:
─ formulates indications and proposals on the objectives of the Foundation;
─ discusses the general progress of the activities;
─ appoints, replaces and dismisses the President of the Foundation, the Board of Directors and the General Manager, the latter if appointed, establishing their compensation;
─ appoints and dismisses the Supervisory Body and, if applicable, the Statutory Auditor, if the conditions are met or on a voluntary basis, establishing their relative compensation;
─ decides on any matter brought to its attention by the Board of Directors;
─ approves the budget if drawn up, the final financial statement, as well as the social balance sheet, the latter if drawn up by legal obligation or on an optional basis, prepared by the Board of Directors;
─ decides on any amendments to this statute;
─ decides on the dissolution of the Foundation and the methods of devolution of the assets;
─ decides on other matters attributed to its competence by law or by this Statute.
Upon the death of the Founder, her functions and competences pass to the Board of Directors.
Article 7 – The President
The President of the Foundation:
─ is appointed by the Founder, if she is not available to hold the office of President. Upon the loss of the Founder, he is appointed by the Board of Directors;
─ remains in office for 3 (three) financial years;
─ is the legal representative of the Foundation, before third parties and in court;
─ is the guarantor of the implementation of the purposes of the Foundation, of the execution of the decisions of the Founder and of the Board of Directors;
─ supervises the good management of the Foundation, with all powers of representation separate from the other members of the Board of Directors;
─ convenes and chairs the Board of Directors.
In cases of absolute urgency and necessity, the President adopts the resolutions within the competence of the Board of Directors, submitting them for ratification by the same at the first subsequent meeting.
Article 8 – The Board of Directors
The Board of Directors is composed of a minimum of 3 (three) and a maximum of 9 (nine) members, including the President.
The members of the Board of Directors are:
─ the President;
─ those who are appointed as such by the Founder, in compliance with the minimum and maximum number of Directors, to replace the Directors revoked or otherwise ceased from office as well as at the time of renewal of the Board of Directors.
Upon the departure of the Founder, the Board of Directors in office will provide for the appointment, confirmation and replacement of its members.
The members of the Board of Directors remain in office for 3 (three) financial years, expire with the approval of the final financial statement relating to the third financial year of the office and can be re-elected.
In the event of cessation of the Directors from office before the expiry of the Board of Directors, due to resignation, revocation or for any other reason, the Founder will provide, as soon as possible, for the replacement of the ceased Directors. The mandate of the members of the Board of Directors appointed to replace the Directors who have ceased from office early lasts until the expiry of the Board itself.
In any case, the Founder has the right not to proceed with the replacement of the Directors who have ceased from office before the expiry, provided that the minimum number of Directors is not lost. In this case, the Board of Directors continues with the Directors who have remained in office until its natural expiry.
The Director who resigns from office must give written notice to the Founder and the Board of Directors.
The Board of Directors has all the powers of ordinary and extraordinary administration and disposal.
The Board of Directors, in particular:
─ prepares, on an optional basis, the budget of the Foundation by 31 December of the year preceding the reference year or, at the latest, by 30 June of the year in progress to the reference year;
─ prepares the final financial statement of the Foundation, in good time to allow its filing within the terms set by Legislative Decree 117/2017;
─ prepares the social balance sheet of the Foundation, when required by law or drawn up by the Board on an optional basis;
─ prepares the activity plan of the Foundation;
─ administers the funds of the Foundation and enhances its assets;
─ deliberates on the acceptance of inheritances, legacies and donations, as well as the purchase and sale of movable and immovable assets;
─ may approve specific operating regulations;
─ may establish any internal Commissions with investigative, consultative and proposal-making tasks;
─ delegates to the President or to one or more of its members particular powers, determining the limits of the delegation.
Likewise, in the event of the Founder’s death, the Board of Directors shall perform all the functions and responsibilities that, pursuant to the law or this Statute, were its responsibility.
The Board of Directors is convened by the President, with written notice, by registered mail or e-mail or fax sent to each Director with at least 3 (three) days’ notice and with the indication of the agenda.
The meetings of the Board are valid if an absolute majority of its members are present. Its resolutions are taken by a majority of those present. In the event of a tie, the vote of the President prevails. The resolutions are minuted, registered and signed by the President who appoints the Secretary.
Participation in the meetings of the Board may also take place by means of telecommunication, provided that it is possible to verify the identity of the Director who participates and votes.
Article 9 – The General Manager
The General Manager:
─ may be appointed by the Founder or, in her absence, by the Board of Directors;
─ holds office for 3 (three) financial years;
─ may participate in the meetings of the Board of Directors without the right to vote, but not be a member.
According to the directives of the Board of Directors and in collaboration with the President, the General Manager:
─ coordinates the programs and initiatives of the Foundation;
─ supervises the organization and administration of the Foundation;
─ manages relations with any external entity of interest to the Foundation, in light of its statutory purposes;
─ promotes the identification of possible sources of financing for the Foundation;
─ prepares the Foundation’s activity plan;
─ coordinates internal resources.
Article 10 – Supervisory Body and Legal Audit of Accounts
The Foundation must appoint a Supervisory Body, including a single member, which remains in office for 3 (three) financial years and expires with the approval of the financial statement relating to the last financial year of the office.
Upon expiration of the office, the Supervisory Body may be reappointed for the following three-year period.
The appointment of the Supervisory Body shall be made by the Founder or, in the event of her termination, by the Board of Directors.
Article 10 applies to the members of the Supervisory Body. 2399 c.c.. The members of the Supervisory Body must be chosen from the categories of subjects referred to in art. 2397, c. 2, c.c. In the case of a collegiate Supervisory Body, the aforementioned requirements must be possessed by at least one of the members.
The Supervisory Body supervises compliance with the law and this statute and compliance with the principles of correct administration, as well as the adequacy of the organizational, administrative and accounting structure and its actual functioning.
The Supervisory Body also exercises the tasks of monitoring compliance with the civic, solidarity and social utility purposes of the Foundation, with particular regard to the provisions of articles 5, 6, 7 and 8 of Legislative Decree 117/2017, and certifies that the social balance sheet has been drawn up in compliance with the applicable legislation.
It may also carry out the legal audit of the accounts, upon decision of the body that appoints it. In this case, it must be made up of statutory auditors registered in the appropriate register.
If the legal conditions exist or it is deemed appropriate by the Founder, and the statutory audit is not exercised by the Supervisory Body pursuant to the previous paragraph, a statutory auditor or a statutory audit firm registered in the appropriate register must be appointed.
The appointment of the statutory auditor or the statutory audit firm, when due pursuant to the previous paragraph, shall be provided by the Founder or, in the event of their termination, by the Board of Directors.
The statutory auditor or the statutory audit firm, if appointed, shall remain in office for 3 (three) financial years, expires with the approval of the final financial statement relating to the last financial year of the office and may be reappointed.
Article 11 – Assets and resources
The assets of the Foundation shall consist of:
─ the sum of money contributed in the act of its incorporation;
─ from real estate and movable assets and other contributions received in any capacity from public and/or private entities, expressly intended to increase the assets.
The Foundation provides for the achievement of its purposes through:
─ contributions made by the Founder and any other entity;
─ income and proceeds from the assets and institutional activities;
─ income from any fundraising events;
─ any grants, disbursements, sponsorships, donations and contributions from public and private entities, not imputed to the assets.
The Foundation draws the economic resources necessary for carrying out its activities mainly from public and private contributions, donations and bequests, income from assets and fundraising activities. It may request loans and financing, including medium-term loans, to finance its institutional activities.
The assets of the Foundation, including any revenues, income, proceeds, income however denominated, are used exclusively for the performance of the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.
When it appears that the assets, as a result of losses, have decreased by more than a third compared to the minimum indicated in art. 22 of the CTS, the Board of Directors or, in the event of its inertia, the Supervisory Body, must immediately summon the Founder to reconstitute the minimum assets or to resolve the transformation, continuation of the activity in the form of an unrecognized association, merger or dissolution of the entity.
With regard to the management of assets, the collection of funds and resources in general and their destination, the Foundation observes the principles of responsible, sound and prudent management, transparency, ethics, correctness and efficiency, with attention to obtaining good management results and containing the related costs, in order to more effectively achieve the institutional purposes.
Article 12 – Financial year and budget
The financial year begins on January 1st and ends on December 31st of each year.
The budget estimate, where drawn up, is prepared by the Board of Directors by December 31st of the year preceding the reference year or, at the latest, by June 30th of the year in progress to the reference year.
The Foundation must draw up the final financial statement pursuant to articles 13 and 87 of Legislative Decree 117/2017.
The final financial statement must be drawn up by the Board of Directors, in accordance with the laws in force at the time, by 30 April of the year following the reference year or, at the latest, in any case in good time to allow its filing within the terms set by Legislative Decree 117/2017. The secondary and instrumental nature of the other activities will be documented in the mission report or in a note at the bottom of the cash flow statement.
If the legal requirements set out in Legislative Decree 117/2017 exist, or optionally even in the absence of such requirements, the Board of Directors also draws up the social balance sheet, in accordance with the provisions of the same decree in force at the time.
The distribution, even indirect, of profits and operating surpluses, funds and reserves of any kind to founders, workers and collaborators, administrators and other members of the corporate bodies is prohibited, even in the event of withdrawal or any other hypothesis of individual dissolution of the relationship with the Foundation.
Art. 13 – Mandatory corporate books
The Foundation must keep:
─ the book of decisions of the Founder;
─ the book of meetings and resolutions of the Board of Directors, kept by the same body;
─ the book of meetings and resolutions of the Supervisory Body, kept by the same body;
─ the register of volunteers, where there are volunteers who carry out their activity on a non-occasional basis.
Article 14 – Dissolution and devolution of assets
If the conditions for the dissolution of the Foundation occur, the Founder or, in the event of her death, the Board of Directors may ask the competent Authorities to provide for the transformation of the Foundation, departing as little as possible from the purposes for which the Foundation was created.
If it is not possible to carry out the transformation, the Foundation is placed into liquidation.
The Founder or, in the event of her death, the Board of Directors appoints a liquidator to carry out what is necessary for the liquidation of the Foundation, determining its economic treatment.
In the event of extinction or dissolution, for any reason, the Foundation is obliged to devolve its assets, subject to a favorable opinion from the office referred to in art. 45 of the CTS and unless otherwise required by law, to other Third Sector entities determined by the Founder or, in her absence, by the Board of Directors.
Article 15 – Final Provisions
For all matters not covered in this Statute, the provisions of the Third Sector Code shall apply and, where applicable, the provisions of the Civil Code and other current provisions of law.