THE STRUCTURE – THE PEOPLE
Organization
HONORARY PRESIDENT :
Cesare Vasoli
PRESIDENT :
Cesare Guasti
VICE-PRESIDENT :
Caterina Dellacasa
DIRECTOR :
Giampaolo Ziroldi
SECRETARY :
Elena Benatti
BOARD OF DIRECTORS : Cesare Guasti, Caterina Dellacasa, Alberto Calciolari, Rosaria Campioni, Michele Ciliberto, Alessandra Mantovani, Bruno Andreolli, Giampaolo Ziroldi
ADVISOR TO THE BOARD : Claudio Sgarbanti
SCIENTIFIC COMMITEE : Tullio Gregory (Presidente), Cesare Guasti, Bruno Andreolli, Luisa Avellini, Franco Bacchelli, Gian Carlo Garfagnini, Giampaolo Ziroldi, Marco Bertozzi, Gian Mario Anselmi.
PARTNERS’ MEETING
CHARTER MEMBERS :
Municipality of Mirandola, National Institute for Studies on the Renaissance, Institute for the Cultural, Artistic and Natural Heritage of the Region of Emilia-Romagna.
DUES-PAYING MEMBERS :
Province of Modena, Foundation of the Savings Bank of Mirandola, AIMAG Consortium, CNA – Mirandola National Confederation of Handicraft and Small and Medium Business – Mirandola Eurogroup, Bellco spa, CPL Spa, Mirandola Sogedi, Sorin Spa, Mirandola Vam, Deputation for Homeland History for the ancient provinces of Modena, Group of Studies “Modenese Lowland”, Dr. Cesare Guasti Study, Giovanni Benatti, Claudio Sgarbanti, Centro sul Rinascimento di Bologna.
STATUTE OF THE INTERNATIONAL CENTRE OF CULTURE “GIOVANNI PICO DELLA MIRANDOLA”
ART. 1 - CONSTITUTION
On initiative:
• of the Municipality of Mirandola
• of the Institute for the Cultural Heritage of the Region of Emilia-Romagna
• dell’Istituto per gli Studi Rinascimentali di Firenze,
charter members, the non-profit making Association named “International Centre of Culture “Giovanni Pico della Mirandola is established pursuant to and by effect of the art. 14 and following of the Civil Code.
The establishment of the Association is promoted to ensure, in respect to and according to the modalities specified as follows, the development and activation of programmes and initiatives of high qualification in the field of the philosophical, historical and artistic culture.
It has an unlimited duration and is non-profit making.
The Association acquires legal status by the procedures provided for by the Presidential Decree 10 February 2000, no. 361.
ART. 2 - AIM OF THE ASSOCIATION
The Association “International Centre of Culture Giovanni Pico della Mirandola” will carry out activities of research, popularization, information and documentation.
To achieve its own purposes, the Association intends to:
1) collect, classify and store publications, information and documentation material relating to Giovanni Pico della Mirandola and to the history of the City in its own premises;
2) form and increase the bibliographic and documentary heritage suitable for the requirements of the Association, by also making use of computer technology;
3) promote and develop catalogues and publications and other material useful for the achievement of the intended purposes;
4) promote and develop cultural exchanges with Bodies, Institutes and local, regional, national and international Associations;
5) provide dcoumentations, information, data to bodies and privates ;
6) organize activities in the framework of the historico-philosophical disciplines as a connection with other fields of the culture world;
7) promote, organize and manage meetings, seminaries of studies, debates, congresses, exhibitions and other public events and activities, by carrying out education and popularization activities also in collaboration with other public and private institutions;
8) participate with the Municipality of Mirandola to the acquisition of instrumentations and materials necessary for the activities of the Association;
9) organize initiatives and cultural events aimed at promoting the study and the history of the City of Mirandola;
10) exploit and support the local historical research.
ART. 3 - SEAT
The Association has its registerd office in Mirandola - MO, by the premises identified by the municipal Administration as office of the Culture Service.
The premises and the instrumentation remain of municipal property.
ART. 4 - MEMBERS OF THE ASSOCIATION
Members of the Association can be bodies, individuals and legal persons, public and private businesses, training and field organizations, public and private research centres, professional organizations, banks and insurance companies, volunteer cultural associations.
The membership to the Association is free and voluntary, but commit the members to the respect of the statute and of the resolutions adopted by its bodies according to the specific competences provided for by the statutory regulations.
The charter members of the Association are mentioned in the ’art. 1 of the present statute. The enlargement of the corporate base of the charter members shall be approved by the absolute majority of the attenders to the extraodinary Meeting.
Members are all those, individuals or legal persons, who participate to the achievements of the aims of the Association by means of contributions, donations, provision of services or else.
The qualification of member is acquired subject to prior deliberation of the Partners’ meeting by the absolute majority of the attenders.
The partners pay an annual contribution or they make themselves available to provide services instead, to the extent defined with deliberation of the Board of Directors or to a greater extent defined by the partner himself. They are entitled to vote in the Meeting.
The Partners’ Meeting deliberates on the exclusion of the member as a result of serious reasons. The exclusion of the partner shall be deliberated by the Meeting towards the partner, who:
a) does not comply with the provisions of the present statute and with the deliberations regularly adopted by the bodies of the Association;
b) carries out or tries to carry out activities opposed to the interests of the Association;
c) cause serious damages to the Association;
d) is unwilling, without justified reason, prior being demanded within less than fifteen days for fulfilment, to pay the annual contribution or to provide services or intellectual performances as an alternative, when requested, according to what is established and determined buy the Board of Directors.
The loss of the partner quality, for any reason, does neither involve any right on the heritage of the association nor refunds or amounts due by no means.
The partner, who intends to recede from the Association shall communicate, in writing, his intention to the Board of Directors at least three months before the expiry of the calendar year.
The participation to the associative life subject to temporal terms or conditions is expressly excluded.
ART. 5 - ASSETS AND MANAGEMENT ENDOWMENT
The Association provides for the achievement of its aims with the assets and the management endowment offered by the charter members and by the dues-paying members.
The assets consists of:
a) the contributions allocated by the charter or dues-paying members;
b) the membership fees paid by partners;
c) the reserve funds, if any, constituted with the balance sheet surplus;
d) any other income contributing to increase the social assets as, for example:
- contributions of other public administrations, bodies, companies, individuals;
- any donations to the Association;
- the proceeds from the organization of events and initiatives promoted by the Association;
e) the assets purchased with the above incomes;
ART. 6 - CONTRIBUTIONS AND MEMBERSHIP FEES
The Board of Directors, after consulting the charter partners, establishes, at the beginning of any financial year, the amount of the annual membership fees or of the equivalent services to be provided by the charter and dues-paying members according to programmes worked out by the Scientific Committee and adopted by the Board of Directors.
ART. 7 - BODIES OF THE ASSOCIATION
The bodies of the Association are:
a) the Partners’ Meeting
b) the Board of Directors
c) the President
d) the Scientific Committee
e) the Auditor
f) the Honorary President
ART. 8 - PARTNERS’ MEETING - COMPOSITION, OPERATION COMPETENCES
1. The Meeting is formed by all the members.The Meeting is ordinary and extraordinary. The bodies, the institutions and the companies participate to the Meeting in the person of their legal representative or other individual, delegated if necessary.
The Meeting is presided by the President of the Association or, in his absence, by the Vice-President.
2. The Meeting is responsible, in ordinary session, for:
a) the appointment and revocation of the Auditor;
b) the admission of the dues-paying members;
c) the appoitment of three dues-paying members in the Board of Directors;
d) the approval of the annual budget, of the activity general programme and final balance;
(...)
e) what else entrusted to it by the law and the present statute;
The Meeting is responsible, in extraordinary session, for:
a) any amendment to the present Statute;
b) the break-up of the Association with relative transfer of assets to the Municipality of Mirandola;
3. The ordinary Meetings are summoned by law within the 31st March of every year in order to approve the final balance, the financial situation or the report on the cultural and economic activity performed by the Association, on proposal of the Board of Directors, and within the 31st December for approving the budget and the activity general programme.
3. The extraordinary Meeting is summoned any time the Board of Directors deems it appropriate, or when it is requested by at least two charter members, or by one third of the dues-paying members, who shall provide the subject to deal in the agenda.
4. The Meeting usually gathers in the premises of the Association.
In case the meeting is held in a different place, it will be necessary to notify it in the convocation notice. Each member can be bearer of only one delegation.
The Meeting, in ordinary session, is regularly constituted, in first convocation, with the presence of at least two third (in integer default) of the entitled partners; once at least one hour has elapsed from that provided in the convocation notice, the Meeting shall be considered validly gathered in second convocation and in this case, the deliberations will be valid whatever is the number of attenders. The Meeting, in extraordinary session, is validly constituted, in first convocation, with the presence of at least two third (in integer default) of the entitled partners; once at least one hour has elapsed from that provided in the convocation notice, the Meeting shall be considered validly gathered in second convocation.
ART. 9 - BOARD OF DIRECTORS - COMPOSITION AND OPERATION
the Association is run by a Board of Directors composed by 7 (seven) members, including:
- the Mayor or his delegate and officer of the Municipality of Mirandola appointed by the Mayor himself;
- a representative from the Institute for the Cultural Heritage of the Region of Emilia-Romagna;
- a representative from the Institute for the Renaissance Studies of Florence;
- three representatives appointed by the Partners’ Meeting. .
Of the so composed Board of Directors is called to join a member of the Scientific Committee, appointed by the latter, with functions of consultancy, guiding and information and without right of vote.
The Board of Directors remains in office five years.
If, during the five years, one of the Directors fails or resigns for any reason, he will be replaced.
The director, who does not participate to five consecutive sessions without justified reason, can be declared no longer in charge, subject to prior notice of the compelling reasons to the participation, and be replaced by another person indicated by the member he represents.
The Board is summoned by the President any time he deems it appropriate and, in any case, once every four months, by notification containing the agenda to be forwarded to the single components, at least seven days before the meeting, also per fax or email.
The Board of Directors shall also be summoned when, at least two directors require it.
The assemblies of the Board of Director are valid if at least the half plus one of the members attend them.
The deliberations are taken with the majority of attenders. In case of parity, the vote of the President prevails.
The members of the Board of Directors and of the Scientific Committee, except the Mayor or his delegate or officer of the Municipality of Mirandola, are allowed an attendance fee and the refund of the travel, food and accomodation costs concerning the participation to the sessions.
ART.10 - THE BOARD OF DIRECTORS - COMPETENCES
The Board of Director is invested with the broadest powers for the fulfillment of all the deeds of ordinary and extraodinary administration, useful or necessary for the achievement of the social aims.
The Board of Directors can delegate certain powers for the ordinary mamagement of the Association to some of his members.
The Board of Directors deliberates, in partcular:
a) the amendment proposals to the Statute of the Association to submit to the Partners’ Meeting;
b) the programmes of the cultural activities;
c) the purchase, the acceptance or the refusal of legacies and donations on the proposal or subject to the opinion of the President;
d) the forecast budget, the final balance and the financial situation of end of the year to submit, together with the financial report, to the Association, to the Partners’ Meeting for the approval;
e) the appoitment and revocation of the Scientific Committee;
f) the measures relating to cash, accounting and administration;
g) all the deeds involving variation to the assets;
h) the paying terms of the membership fees;
i) the authorization of staying in legal proceedings and the appoitment of the defenders;
l) the amount of allowances and compensations necessary for the remuneration of activities performed in favour of the Association;
m) all the matters, which are not pertaining to the competence of other bodies.
ART. 11 - THE PRESIDENT: APPOINTMENT AND COMPETENCES
The President of the Association is elected by the Meeting with the absolute majority of the attenders, among the components of the Board of Directors.
The President has the institutional representation, facing third parties and in court, of the International Centre of Culture “Giovanni Pico della Mirandola”.
The Vice-president, who replaces the President, in case of his absence or impediment, in all his functions, is identified in the Mayor or his delegate.
The President is responsible for:
a) legally representing the Association in court and in the relationships with third parties;
b) summoning and presiding the Board of Directors and providing to the fulfillment of deliberations;
c) supervising to the preservation and administration and ordering the expenses within the limits of the approved budget.
The President and the Vice-President remain in office for the whole duration of the Board of Directors and can be reconfirmed.
ART. 11BIS - HONORARY PRESIDENT
The Meeting elects, with the absolute majority of the attenders, the Honorary President of the Association among the most remarkable personalities and of well known prestige in the public or private, national or international institutions in the cultural, scientific, social field on the proposal of the members of the Association.
The Honorary President is entitled to participate, without the right of vote, to the Meeting, to the Board of Directors and to the Scientific Committee.
The Honorary President can provide scientific and cultural guidance of the Association and supervises all the scientific and cultural aspects of the International Centre of Culture “Giovanni Pico della Mirandola”.
ART. 12 - THE SCIENTIFIC COMMITTEE
The Scientific Committee is composed by 5 (five) members appointed and by 2 (two) members representing by law the Municipality: among them, one is the Mayor or his delegate and the other one is the municipal officer appointed to join the Board of Directors.
The members of the Scientific Committee are selected and appointed by the Board of Directors among Italian and foreign individuals, who are particularly qualified and of acknowledged reputation in the field of culture, art and science.
The Scientific Committee remains in office for five years; the members can be re-elected. The appointee can recede as a result of resignation, incompatibility or revocation.
The Scientific Committee appoints a President within it.
A member voted with simple majority by the Scientific Committee belongs, by law, to the Board of Directors, without right of vote.
The Scientific Committee gathers upon convocation of the President of the Committee, also on request of the President of the Association, in order to define the annual programme of the interventions and the organization of single events of remarkable importance.
It shall also gather, any time at least three of its members make a motivated request by indicating the subjects to deal with. The convocation shall be forwarded to the single members, at least seven days before the meeting, by fax as well as by electronic mail. The President of the Association is entitled to participate to the meeting of the Scientific Committee. He shall be forwarded the notification of the convocation of the session.
ART. 13 - SCIENTIFIC COMMITTEE - TASKS
The Scientific Committee carries out a consultancy activity and proposes to the Board of Directors programmes and activities accordingly with the resources of the Association.
In particular, the Scientific Committee carries out a technical consulting function as to the general and annual programme of the initiatives and to any other matter, for which the Board of Directors expressly requires an opinion. The members of the Board of Directors and of the Scientific Committee, except the Mayor or his delegate or officer of the Municipality of Mirandola, are allowed an attendance fee and the refund of the travel, food and accomodation costs concerning the participation to the sessions.
The municipal officer in office carries out coordination tasks and supervises any specific cultural activity by collaborating to its concrete implementation.
ART. 14 - THE AUDITOR
The Auditor monitors the economic and financial situation of the Foundation, ascertains the regular keeping of the account books, examines the proposals of budget and the final balance, by drawing dedicated reports.
The Auditor is appointed by the Partners' Meeting. He remains in office for three years and can be re-elected.
Neither a member of the Partners' Meeting nor a member of other bodies of the Association can be appointed Auditor.
The Auditor shall be chosen among the auditors, enrolled in the dedicated Register according to law.
The Auditor has the faculty of attending the assemblies of the Meeting, of the Board of Directors without right of vote.
ART. 15 - ACCOUNTING YEAR
The budget and balance sheets are drawn up by the Board of Directors and proposed to the Partners' Meeting for the ultimate approval.
The financial years close on the 31st December of every year.
Within the 31st March, the final balance shall be drawn up and the ordinary Assembly summoned for the relative and ultimate approvals.
ART. 16 - EXTINCTION OF THE ASSOCIATION
The Association extinguishes when the achievement of its aims have become impossible.
The failure of the achievement of the aim shall be accurately ascertained with deliberation of the Board of Directors. Such a deliberation shall be approved by the Partners' Meeting.
Once the Association has been declared extinguished by three fourths (in integer default) of the members being part of the Meeting, three members appointed by the Meeting shall start the confiscation of credits and the payment of debts and the assets devolution.
ART. 17 - ASSET DEVOLUTION
In case of early break-up or extinction of the Association, the financial assets and estates, if any, of the Association shall be devolved to the Municipality of Mirandola.
ART. 18 - FINAL ARRANGEMENTS
For what is not provided in the present deed, the regulations of the Civil Code on the matter shall be applied.