Board of Directors
President and Legal Representative
Board of Auditors
Giancarlo Capaldo Festa
Membri del collegio
Antonio Luigi Bramati
STATUTE OF THE FOUNDATION FOR THE PROMOTION OF HUMAN DEVELOPMENT AND HEALTH - PRO.SA NGO (issued on 20.12.2013)
Article 1 - Name and address
"FOUNDATION FOR THE PROMOTION OF HUMAN DEVELOPMENT AND HEALTH - PRO.SA NGO",
with registered office in Milan, Via Lepetit n. 4 with unlimited duration.
Article 2 - Aim
The Foundation will carry out development cooperation of the peoples of the third world through the project management, the implementation of measures of support, grants and humanitarian aid.
It is forbidden for the Foundation to carry out activities other than those mentioned above.
Article 3 – Purposes
- promotes and supports initiatives for the populations of the countries in the developing world;
- provides economic subsidies benefit of the communities in the developing world;
- finance the implementation of programs in the short and medium term in the countries of the developing world, particularly in the areas of education and social assistance, social care and health care;
- promotes initiatives aimed at supporting the local training of citizens of developing countries in the field of education, welfare and health;
- signs agreements with institutions and public or private companies for the provision in favor of the abovementioned entities of education and social health support, including hospitalizations, interventions, care, principals, assistance;
- manages educational initiatives, social care and social assistance services for the above mentioned party;
- provides for the selection, training and use of volunteers, even in the civil service, be allocated to the international cooperation development;
- promotes initiatives to foster the involvement of volunteers and staff be allocated to the international cooperation development;
Article 4 - Bodies of the Foundation
- The Board of Directors
- he Board of Auditors.
Article 5 - Board of Directors
The members of the Board of Directors shall hold office for three years and may be confirmed or revoked in the same mode of appointment.
In the event of termination of office of a Director during the three-year period for any reason (resignation, death, removal or permanent incapacity), he or she will be replaced by the same party that nominated him.
The new director remains in office until the end of the entire Board.
In the event of termination of the majority of the directors originally appointed, the entire Board will be automatically revoked and it will be mandatory to proceed with the renewal of the entire Board.
The Board shall hold office until replaced.
The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Foundation, with the right to delegate those powers that can be delegated by law to the President and Vice-President.
The Board shall approve by November 30, the budget for the following year and by 30 April the final budget of the previous year.
The Board of Directors shall meet at the headquarters of the Foundation or elsewhere in Italy, whenever the Chairman deems it necessary, or so requests the Board of Auditors or one of the directors or governing authority. Callings of the Board containing the agenda is made by certified letter sent to the directors and members of the Board of Auditors to be sent five days prior to, and in case of emergency may be made by telegram, fax or e-mail sent at least two days in advance to the address notified to the Foundation. Resolutions of the Board are still valid, even not convened as above, when all of the directors and the members of the Board of Auditors, and none of the defendants oppose the agenda.
For the validity of the deliberations of the Board will require the presence of a majority of its members in office. Resolutions are passed by an absolute majority of votes of those present.
The Board of Directors, with the favorable vote of three-fourths of its members, may make modifications to the present Statute, which must comply with the institutional purpose.
The positions of the Directors are not entitled to any compensation, except for reimbursement of expenses incurred in performing their duties.
Article 6 - The President
The President, or his deputy, is the legal representative of the Foundation before third parties and in court. The President convenes and chairs the Board of Directors.
Article 7 – Director
- ensure the implementation of resolutions of the Board of Directors;
- prepare the annual budget and final accounts;
- oversee the organization and management of the Foundation employees;
- manage the ordinary activities of the Foundation in accordance with the general directions of the Board, complying with the budget estimates prepared by the Board and if necessary updated periodically;
- agree and sign agreements, contracts and agreements with third parties, subject to delegation (general or special) of the Board;
- oversee the accounting and corporate books.
Article 8 – Auditors
The Auditors must be enrolled in the Register of Auditors referred to the Legislative Decree 39/2010 and subsequent amendments and additions.
The Auditors inside themselves appoint the President.
The Auditors shall remain in office for three financial years and shall fall and substituted in accordance with the law.
The Board of Auditors shall exercise its functions in order to ensure the proper keeping of accounts and draw up a report to the annual budgets; oversees the effective use of resources from the Foundation to the statutory purposes; proceeds at any time, even individually, to carry out inspections and controls.
The Auditors shall be invited by the President to attend meetings of the Board of Directors.
Article 9 - Assets and income
- from the unavailable "endowment fund" of Euro 300,000 (three hundred thousand).
- from all other movable assets, property, dues and credits received after the Foundation for any reason and that will be allocated to increase its assets.
The proceeds of the Foundation will go to:
- income derived from the assets and the exercise of the activities of the Foundation;
- the annual contributions paid by the Organization and/or other public and private organizations with hypothecation of cooperation activities;
- any additional income, contribution and donation for the implementation of the statutory non-commercial purposes;
Article 10 - Financial statements and operating surplus
The budget of the Foundation shall be prepared in accordance with economic and financial criteria and in accordance with the legal provisions provided.
In the financial statements must be provided to report separately of the management of any benefits, subsidies and donations made.
Any surplus of net operating income will be allocated to increase the “endowment fund” for not less than 50% (fifty percent) and the remaining of the fund available for the achievement of institutional goals.
Any other allocation of surplus or net profits of management is forbidden.