Art. 1 Origins, name, place, duration
It is established by the will of Doctor Russo Rebecca a Foundation denominated ‘Videoinsight® Foundation’. The Foundation has her legal seat in Bologna, Italy. The Foundation has an unlimited duration.
Art. 2 Purpose
The Foundation is a non-profit organization and cannot distribute profits, it is apolitical and non-partisan. The purpose of the Foundation is to implement initiatives of the highest social interest, such as:
– The integration of contemporary art and medical science in all their forms;
– The exploration of the artistic potentialities of the science, the research of artistic talents in the scientific field, the investigation of the scientific potential of contemporary art;
– The philanthropic investment in the fields of contemporary art, of the psychological science and of the medical science;
– The promotion of initiatives and activities that can stimulate innovation for psychological transformation and conscious evolution;
– The maintenance, the protection, the management and the divulgation of the Method of Diagnosis and Treatment Videoinsight® developed by the founder, doctor Russo Rebecca.
In particular the Foundation will take care of:
– The custody of the national and international Videoinsight® trademark;
– The communication of the Videoinsight® Logo and of the Videoinsight® Concept;
– The communication about the activity of the Foundation through the mass media;
– The application of the Videoinsight® Method in the fields of the scientific research, prevention, diagnosis, psychological care, rehabilitation, promotion of the psycho-physical well-being of the single person and of the social community;
– The teaching of the Videoinsight® Method for the training of qualified personnel in the context of high specialization schools, also in collaboration with the Ministry of Scientific Research;
– The promotion of cultural events for the community within the creative and artistic fields as art exhibitions, festivals and exhibitions of video art, performances, happenings, Videoinsight® group experiences, artist residencies, prizes to deserving artists, site specific artworks;
– The organization, in the scientific areas of expertise of events involving the scientific community such as conferences, congresses, symposiums, consensus conferences, exhibitions, studies, initiatives, educational or divulging activities on issues of contemporary art and science;
– The collaboration, with respect to know out and deal, with public and private institutions such as Hospitals, Universities, Schools, Museums, Associations, Foundations, Art Galleries;
– The documentation and promotion of contemporary art through the support to artists, to public and private institutions;
– The management, promotion, retention, enhancement of her artistic properties, received or acquired in any way;
– The collaboration with curators, critics, art experts, artists, collectors, patrons, journalists, publishers, media in the artistic fields;
– The publication of texts for learning and popularization of the knowledge acquired through research and philanthropic activities;
– The set up of a laboratory for experimentation and hybridization of languages and messages between the various forms of expression and communication in the cultural, artistic and medical scientific fields;
– The facilitation of exchanges and contacts between wealth of different knowledge and know out, among which the art can be a factor of understanding, connection, growth and development.
The Foundation can treat, using its own financial resources or those provided by third parties, any auxiliary activity, related, instrumental, similar, complementary, additional or otherwise useful and appropriate to the pursuit of her purposes, including but not limited to: the hiring of staff by private contract and the attribution of engagements and consulting tasks; the subscription of contracts and agreements; the activation of loans and financing lines; the organization of exhibitions, events, conferences, spreading and editorial initiatives; the implementation of initiatives to improve the access to services offered by the foundation, as well as the deal of the related business activities.
Art. 3 Resources
The Foundation’s resources consist of:
– The Endowment Fund created by the assets constituting the initial capital of the Foundation, by the contributions in cash or in material or immaterial assets, or any other asset that can be used for the pursuit of the Foundation’s purposes, made by the Founder or by the Participants;
– The material and immaterial assets received or that will be received in any way by the Foundation, including those acquired by her, in accordance with the provisions of this Statute;
– The donations made by institutional or private organizations, with the express purpose of increasing the resources;
– The portion of unused income for the institutional activities which can, by a resolution of the Board of Directors, be used to increase the Foundation’s Funds;
– The contributions attributed to the Endowment Fund from the State, the Local Authorities, other Public Bodies, the UE or other persons;
– The artworks given to the Foundation, according to a commodate contract, for advertising, educational, cultural purposes, the use of patents, intellectual works.
The profits or surpluses, no matter how denominated, as well as the reserve or capital funds during the life of the Foundation, unless the use or distribution is imposed by law, cannot be distributed, either directly or indirectly.
Art. 4 Operating Fund
The operating fund of the Foundation consists of the income and proceeds from the assets and activities of the Foundation; or by:
– Any donations or bequests relating to any tangible or intangible asset, that are not expressly assigned to the Endowment Fund;
– Any other contributions from the State, the Local Authorities or other Public Bodies;
– The contributions of the Founder and of the Participants;
– The revenues from institutional, accessory, instrumental and connected activities.
– The income and the resources of the Foundation will be used for the operation of the Foundation and for the achievement of its purposes.
– The criteria and procedures for the payment of any income under article 16 c.c. will be established with specific and separate regulations approved by the Board of Directors.
Constitute direct means to achieve the goals of the Foundation and to her operating needs, provided that they are not intended to increase the assets:
– The revenues and proceeds from the assets management;
– The operating surpluses of previous years;
– The other donations, eventually in the form of contributions, coming from the same Founder or from Institutions and Governments, from the UE, or from private individuals.
Any profits or surpluses shall be used exclusively for the implementation of the activities contained in these Articles. The expenses and the expenditure commitments intended to achieve the purposes of the Foundation shall be authorized, upon resolution of the Board of Directors, if and only if the amount is covered by the Operating Fund and/or from contributions, grants, sure donations deriving from current and future revenues from public or private entities.
Art. 5 Members of the Foundation
The members of the Foundation consist of:
– The Founder: Doctor Russo Rebecca
– The Participants
Art. 6 Participants
May be qualified as “Participants”, appointed as such by a resolution adopted by an absolute majority of the Board of Directors and with the favourable vote of the Founder, the physical or legal persons, public or private, and the institutions that, sharing the aims of the Foundation, contribute to the survival of the same and to the realization of its goals through cash contributions, annual or multi-annual, in the manner and in the amount not less than that prescribed, also annually, by the Board of Directors or with an activity, eventually professional, of particular relief or with the contribution of tangible or intangible assets.
The status of Participant lasts for the whole period for which the contribution has been paid regularly.
If the qualification of Participant does not result from the payment of the same, it is up to the Board of Directors to determine the criteria for the retention of the above status.
Art. 7 Bodies of the Foundation
The bodies of the Foundation are:
– The Board of Directors;
– The President;
– The General Meeting of the Participants;
– The Auditors, if appointed.
Art. 8 Board of Directors
The Foundation is governed by a Board of Directors, comprising three members. The members of the Board of Directors are:
– The Founder or, failing that, by the successor appointed by him, or, failing that, the closest of his descendants in a straight line, or, failing that, the closest relatives in the collateral line, and in any case of an equal degree, the eldest;
– One member appointed by the Founder or by those who succeed to the Founder according to the preceding paragraph;
– One member appointed by the majority of the Participants Meeting.
The first Board of Directors is appointed by the Founder exclusively. At the same Founder is reserved the right for the removal of members of the Board of Directors, appointed as aforesaid, and their subsequent replacement, if appointed by him.
If no Participant adheres to the Foundation, the Board of Directors is fully appointed and dismissed by the Founder or by whom succeeds to the Founder.
The Board of Directors remains in office for five years from the date of his nomination. The members of the Board of Directors may be reappointed.
The mandate of the Directors appointed in replacement of members of the Board resigned in advance from the office, lasts until the expiry of the Board.
The subjects, Founder and General Meeting of the Participants, which are entitled to the nominee authority, must provide, each by the number of Directors to which they were entitled, to confirm or to replace within 45 (forty five) days before the Board’s expiration date.
Falls from his office the Director who, without good reason, does not attend three consecutive meetings.
In the event of early termination of office of a Director, the substitute will be appointed in the same manner provided for the appointment of the Director ceased in advance.
The Founder may dismiss the Board of Directors members appointed by him and replace them with others.
The Board of Directors elects the President who shall hold office for five years and can be confirmed. The President’s office will be attributed by right, during his life, to the Founder which may at any time give it up.
Art. 9 Operation of the Board of Directors
The Board of Directors has all powers of ordinary and extraordinary administration of the Foundation. In particular the Board of Directors is entitled to:
a) approve, in accordance with institutional aims and broad lines identified by the Founder, the annual plan of activities of the Foundation;
b) establish eventual internal committees responsible for investigations, consultations and proposals;
c) adopt eventual internal regulations;
d) define the operational structure of the Foundation;
e) approve the budget and the annual accounts and vote on amendments to the budget if necessary;
f ) approve the increase in Properties with surplus funds not used and not transferred to subsequent years;
g) decide about the acceptance of inheritances, legacies and donations, as well as the purchase and disposal of movable and immovable properties;
h) decide on changes in statute and on any proposed modification and termination of the Foundation;
i) determine the amount of any presence allowance attributable to the President and to the Board of Directors members and the Auditor’s fees;
j) delegate to the President or to one or more of its members special powers, determining the limits of the delegation.
The Board of Directors also determines the minimum size of contributions, at the payment of which follows the attribution of the status of Participant.
The Board of Directors is convened by the President to approve the budget and the annual accounts and whenever the President deems it appropriate or if it is requested by the majority of the Directors or by the Auditor, if appointed, with a written request indicating the arguments to be treated.
The notice of the meeting, containing the agenda, the date, the time, and the place of holding the meeting is sent, at least ten days before the meeting, with an instrument, including electronic, that can confirm it has been received, to the home of each Director and of the Auditor, if appointed.
In case of urgency, the meeting shall be convened by notice to be sent one day before the meeting by telegram, fax or any other means, including electronic, stating that it has been received.
The meetings are chaired by the President and are validly constituted on first call, with the presence of the majority of the Directors in office and, on second call, with the presence of one third of the Directors in office.
Except as otherwise provided in this Statute, decisions will be adopted by the affirmative vote of the majority of the Directors present, excluding from the calculation the abstentions.
Meetings are attended by the Auditor, if appointed.
The secretary duties are carried out by a person selected within the Board of Directors, which writes and signs the minutes together with the President.
Art. 10 The President
The President is appointed by the Founder, if the same is not available to hold the office of President, and remains in office for five years.
The President is the legal representative of the Foundation, both in front of third parties and in legal proceedings.
In the event of the absence or incapacity of the President, the functions assigned to him are carried out by the most senior in the office or by age.
The President may delegate to a single Director, with the approval of the Board of Directors, the assumption of single acts or categories of acts.
The President of the Foundation is also the Chairman of the Board of Directors and of the Participants Meeting.
The President is responsible for promoting and coordinating the activities and the initiatives of the Foundation, in accordance with the program guidelines set forth by the Board of Directors and by the Participants.
He convenes and chairs the Board of Directors. Supervises the implementation of the resolutions adopted, the overall performance of the Foundation and the achievement of the institutional goals. Controls the ordinary and the extraordinary administration of the Foundation.
He may appoint attorneys to represent the Foundation at any level of judgment, may give a mandate to appear in court or to make statements on behalf of the Foundation. He may also grant powers of attorney to carry out certain acts or categories of acts. Signs the correspondence, the documents, the contracts and any other act of the Foundation.
In case of extreme urgency and necessity, the President adopts the resolutions which are attributable to the Board of Directors, presenting them for the ratification of the same in the next meeting.
Art. 11 The Auditor
The Auditor is appointed by the Board of Directors from persons enrolled in the Register of Auditors. He holds office for three years and can be reappointed. The Auditor has all powers of administrative and accounting control on the activities of the Foundation.
Art. 12 Participants Meeting
The Participants Meeting comprises the representatives of the Participants.
The number of representatives of the Participants is determined by the Board of Directors on the basis of the capital contributions and/or of the contributions to the Foundation.
It meets at least once a year and is chaired by the Chairman of the Board of Directors. The General Meeting is responsible for: a) making suggestions for activities to be performed; b) delivering opinions on management proposals and budgets of the Foundation; c) electing one member of the Board of Directors.
The General Meeting is validly constituted with the presence of a majority of the members entitled to vote and takes decisions with the favourable vote of the majority of those present.
The Meeting is convened by the Board of Directors by any suitable written means, at least eight days before the meeting.
The notice must specify the place, the day and the time of the meeting and the list of arguments to be treated.
The Meeting may be convened also in a place different from the legal seat of the Foundation.
In the absence of regular notice, the Meeting is validly constituted in a total form when it is attended by all Participants and when the Auditor, if appointed, is either present or informed of the Meeting and no one is opposed to the discussion of the items on the agenda.
Each Participant is entitled to one vote. The Meeting is chaired by the Chairman of the Board of Directors. The resolutions must be recorded in minutes signed by the chairman and by the secretary.
Art. 13 Annual Accounts
The financial year of the Foundation begins on 1st January and ends on 31th December of each year.
The budget is approved by the Board of Directors within the end of June of each year. In it the cost estimates are shown, with the detail of charges and operating requirements necessary for the pursuit of institutional goals.
Within four months after the end of the financial year, the Board of Directors approves the annual accounts.
The structure of the Accounts should provide the representation of the assets of the Foundation and of the economic and financial situation of the same.
Art. 14 Dissolution of the Foundation
The Foundation is extinguished if her statutory purposes are exhausted or if it has become impossible to realize them.
The dissolution is approved by the Board of Directors with the vote of two-thirds of the members in office and is declared by the Regional Authority, pursuant to Article 27 of the Civil Code.
In case of dissolution of the Foundation, the Board of Directors will appoint one or more liquidators, having the necessary powers.
The dissolution of the Foundation, for whatever reason, will cause that the remaining net equity will be donated to another entity with similar purposes or for public use, unless otherwise required by law at the time of dissolution.
Art. 15 Amendments to the Articles of Association
Amendments to this Statute are decided by the Board of Directors by the affirmative vote of two-thirds of the members in office and always require the approval of the Founder, in the life of the same.
The amendments must also be recorded in the minutes drawn up by a notary public, in the form of a public act.
They are always subject to the approval of the Authority.