Article 1
Constitution

The Foundation denominated Foedus “Culture, Business, Solidarity” has been constituted with offices in Rome .It answers to the principles and laws of Participatory Foundations, governed by the laws in matters of charitable institutions set forth under Presidential Decree No. 361/2000 and the provisions foreseen under Chapter II, Heading II, Book I of the Italian Civil Code, currently in force.
The Foundation is a non-profit organization and cannot distribute dividends.
The Foundation carries out its activities in Italy and abroad.

Article 2
Structure
Branches and offices may be set up in Italy and abroad to assist and promote the aims of the Foundation and to develop and increase the necessary support network of national and international relations.

Article 3
Aims
The purpose of the Foundation is to promote and develop the propagation of Italian culture and language as vehicles to enhance the value of Italy 's immense cultural heritage and to provide national and international support for business activities.The Foundation aims at fostering and developing national employment and encouraging international solidarity and cooperation.To this end, it will support and sustain initiatives aimed at enhancing the value and increasing the awareness of our cultural heritage and artistic production at a national and regional level. It will promote and develop all initiatives aimed at propagating and publicising the progress made by Italy in cultural, economic, scientific and social fields also indirectly through services provided to Institutes or Agencies with similar aims.

Article 4
Instrumental, Ancillary and Relevant Activities

In order to achieve its aims, the Foundation may:

•  stipulate all and any necessary contracts or agreements, also for the financing of its activities, including, and without prejudice to others, long or short-term mortgages, purchase of property rights or lease rights of real estate, stipulation of agreements of any kind including those recorded in public registers, with Public or Private Agencies, considered useful and necessary to achieve the aims of the Foundation;
•  administer and manage the assets owned, leased or otherwise possessed by the Foundation;
•  stipulate agreements with third parties relative to the management of some of its activities;
•  participate in public and private associations, agencies and institutions whose activities are directly or indirectly aimed at promoting culture and art; the Foundation may, where considered advisable, take part in the constitution of such aforementioned bodies;
•  in an ancillary and instrumental manner, directly or indirectly constitute or contribute to the constitution of private and/or public companies in pursuit of its institutional purposes and/or own stakes in the same;
•  construct structures such as hospitals, shelters, nursing homes, nursery schools, etc., in order to achieve its aims of solidarity and cooperation;
•  sustain any initiative, undertaken by those in the cultural, academic, economic and political fields that are in line with the aims and purposes of the Foundation;
•  carry out any activity that is instrumental, ancillary or relevant to the pursuit of its institutional purposes;
•  propose and promote professional training courses for those entering the labour market, for updating and/or upgrading professional qualifications, financed by public and/or private agencies;
•  promote study seminars on employment and training, carry out research concerning training requirements and general market research;
•  set up prizes, bursaries and research contracts in Italy and abroad;
•  develop programmes and activities in all sectors of Italian life such as, in particular, art, science, technology, economy, entertainment, tourism and sport;
•  encourage and sustain activities aimed at the restoration and recovery of the artistic, literary and cinematographic heritage also through the organization of training courses in specific sectors;
•  encourage and foster agreements among universities, scientific, cultural and educational bodies and the world of business enterprises;
•  cooperate with all those who, in all walks of cultural and social life, work to defend human dignity, peace, the environment, culture, education, industrial development and solidarity among individuals and populations.

Article 5
Assets

The Foundation's assets comprise:

•  an endowment fund consisting in donations in cash or moveable and/or immoveable assets, or other utilities that can be employed in the pursuit of its aims by the Founding Members or other Participants;
•  moveable and immoveable assets that have been acquired, are being acquired or will be acquired by the Foundation, including those purchased by the same according to the provisions set forth under these By-Laws;
•  donations made by private bodies or Agencies for the express purpose of increasing the Foundation's assets;
•  sums from unused income that, following resolution by the Board of Directors, may be utilized to increase the Foundation's assets;
•  contributions to the endowment fund made by the State, Territorial Agencies or other Public Agencies.

Article 6
Management Fund

The Foundation's management fund comprises:

•  income and proceeds deriving from its assets and activities;
•  donations or endowments not expressly allocated to the endowment fund;
•  any contributions made by the State, Territorial Agencies or other Public Agencies;
•  contributions and membership fees from Founding Participants, Supporting Participants and Contributing Participants;
•  from proceeds from institutional, ancillary, instrumental and relevant activities.

The Foundation's revenue and resources will be used for running of the Foundation and achievement of its aims.

Article 7
Financial Year

The Foundation's activities will be organized on the basis of multi-annual programmes.The financial year will commence on 1 st January and end on 31 st December each year.The General Council will approve the economic budget within 31 st December each year and the Financial Statement of within the following 30 th April of each year. If necessary and following a proposal by the Administrative Director, the General Council may authorize approval of the Financial Statement within 30 th June.
In preparing the Financial Statement, which will comprise the assets, profit-and-loss accounts and integrative notes, in pursuance of current legislation, the principles foreseen under Article 2423 bis and following of the Italian Civil Code will be followed.
A copy of the Financial Statement, together with the Minutes of the Meeting of the Council in which the same has been approved, must be deposited according to law.
Expenditure commitments and obligations, directly contracted by the Foundation's legal representative or by the Administrative Director, cannot exceed the limits of the approved budge. Any commitments exceeding the approved amount must be ratified by the Board of Directors.
Any residual amounts from the yearly management must be used to cover any previous losses, or for the reconstitution of the Foundation's assets, or for the expansion of the Foundation's activities or for the purchase of instruments for the increase or improvement of its activities.
Unless imposed by law, during the life of the Foundation the disbursement of revenue or residual amounts, funds or reserves is forbidden.

Article 8
Supporting Participants (or Supporters)

“Supporters” shall mean individuals or private or public entities and agencies that, in sharing the aims of the Foundation, contribute to the upkeep of the same and the realization of its aims by means of an annual or multi-annual donation not less than the amount and to the extent established annually by the General Council.
The status of Supporter will cover the entire period for which the donation has been paid.

Article 9
Contributing Participants (or Contributors)

“Contributors” shall mean individuals or private or public entities and agencies that contribute to the aims of the Foundation by means of a contribution to be determined by the General Council, either through performance of a particularly important service, including professional services, or the allocation of tangible or intangible assets.

Article 10
Participants' Privileges

Regardless of the quantity and type of contribution, and in consideration of the need for and importance of these categories for the upkeep and correct and balanced development of the Foundation, which intends to have as large a participative basis as possible, the status of Supporter and Contributor will confer the rights foreseen under Articles 16 and 23 below.

Article 11
Founding Participants (or Founders)

The Founding Participants are persons who, in consideration of their role in constituting the Foundation and their personal commitment during the founding stages, are named in the founding deed.
Individuals or private or public entities and agencies that contribute to the Endowment Fund or the Management Fund, in the form and to the extent foreseen by the General Council in accordance with Article 14 of these By-Laws may become Founding Participants and be nominated as such with a resolution adopted by the majority of the General Council.

Article 12
Exclusion and Withdrawal

A two-thirds majority vote is required of the members of the General Council to exclude a Founder, except the Chairman, and an absolute majority vote to exclude any Supporter or Contributor for serious and repeated breach of the commitments and duties deriving from these By-Laws, including, for example, but not limited to:

- failure to effect the payments and contributions foreseen under these By-Laws;
- behaviour that is incompatible with the need to collaborate with other members of the Foundation;
- conduct that is contrary to the provision of non-asset related services
- conduct that is contrary to the underlying principles and values of the Foundation.

With regard to Agencies and/or juridical entities, exclusion will occur also for the following reasons:

- termination, for whatever reason;
- commencement of winding-up procedures;
- bankruptcy:
- criminal conviction.

Supporters, Contributors and Founders may, at any time, withdraw from the Foundation, it being understood that they are obliged to fulfil the commitments undertaken.

Article 13
Foundation Bodies

The following bodies comprise the Foundation:

• General Council
• Board of Directors
• Chairman
• Secretary General
• Administrative Director
• Cultural and Scientific Committee
• Board of Statutory Auditors
• Assembly of Participants
• Supervisory Body

Article 14

General Council

The General Council decides and adopts the resolutions necessary for the upkeep of the Foundation and the fulfilment of its aims.
Founders and individuals nominated as Founders in accordance with Article 11 above may become members of the General Council.
The office of member of the General Council is not incompatible with the office of member of the Board of Directors.
The General Council has the following duties:

•  to appoint, according to the internal regulations to be adopted, the members of the Board of Directors, unless foreseen otherwise according to Article 16, paragraph 2, below;
•  to establish the criteria and requirements by which the individuals under Articles 8, 9 and 11 above may become Supporters, Contributors and Founders;
•  to appoint Founders;
•  to determine the amounts necessary to balance the financial accounts;
•  to appoint the Chairman;
•  to approve the budget and financial statement and the programme of activities prepared by the Board of Directors;
•  to approve amendments to the By-Laws proposed by the Board of Directors;
•  to resolve the amendments to the By-Laws that are deemed necessary by the General Council;
•  to resolve the dissolution of the Foundation and allocation of its assets;
•  to appoint the members of the Board of Statutory Auditors;
•  carry out all other tasks assigned under these By-Laws.
The General Council may appoint an Honorary Chairman of the Foundation.

Article 15
Call and Quorum

Meetings of the General Council will be held in a place to be indicated in the Notice of Call.The Board will meet at least twice annually and any time necessary or upon request of at least two thirds of its Members.The General Council will be called to assemble by the Chairman of the Foundation by means of fax, e-mail or registered letter, to be delivered to each Founder at least eight days prior to the date established for the meeting. The Notice will indicate the date, time and place of the meeting and the relative agenda, and the information concerning a second call that may be held one hour after the first call. In urgent circumstances, the Notice of Call may be sent by telegram or fax three days prior to the meeting.
Should it not be possible to attend a Council meeting, members may, through power of attorney, delegate another member. No limits of passive delegation are foreseen or formal obligations for the power of attorney.
The Council will be validly convened, on first call, if a majority of members are present. In second call, the meeting will be validly convened regardless of the number of participants. Unless otherwise foreseen under these By-Laws, resolutions will be adopted by majority vote. Resolutions concerning the approval of amendments to the By-Laws or dissolution of the Foundation must be approved by at least two thirds of the members.
Attendance at General Council meetings will also be permitted by means of teleconference or videoconference facilities and voting may take place by correspondence. Members who vote by correspondence will be considered to have attended the meeting.
General Council resolutions may be adopted through written consultation or on the basis of written consent. In this case, the subject of the resolution and consent to the same must be clearly indicated in the documents signed by the Council Members.General Council resolutions must be adopted by the assembly in all cases referring to amendments to the founding deed, or operations that entail a substantial modification of the Foundation's aims, or dissolution of the Foundation, or a substantial change in the rights of the Founders or the exclusion of the Participants or Founders or when requested by one or more Directors or a number of Founders representing at least one third of the General Council.
Each member has one vote.
Minutes of Council meetings will be drawn up and signed by the chairman of the meeting and by the Secretary General.

Article 16
Board of Directors

The Board of Directors comprises six members, of whom two elected by the Assembly of Participants and the remainder elected, upon proposal by the Chairman, by the General Council who may choose from among all categories of participants.
The General Council, upon proposal by the Chairman whenever he/she deems useful and opportune, may nominate up to an additional six members chosen from a list of nominees considered to be particularly useful to the Foundation's activities. In this case, the Board of Directors will comprise a maximum of 12 members.
All the members of the Board of Directors will remain in office for four years, unless revoked, upon the Chairman's proposal, by the nominating Body before expiry of term.
Any member of the Board of Directors who, for no justified reason, fails to attend three consecutive Board meetings may be declared by the Board to have forfeited his/her place on the Board. In this case, as in any circumstance that a place on the Board should become vacant, the General Council will coopt (an)other Board Member(s) who will remain in office until expiry of the term.

The Board of Directors has all powers of ordinary and extraordinary administration of the Foundation.

In particular it will:
•  submit to the General Council the general outlines of the Foundation's activities and relative objectives and plans within the aims and activities set forth under Articles 2 and 3 above;
•  prepare the budget and financial statements;
•  decide the acceptance of inheritances, legacies and donations and the purchase and sale of immoveable assets;
•  appoint Supporters and Contributors in accordance with Articles 8 and 9 above;
•  propose amendments to the By-Laws;
•  appoint and revoke, upon proposal by the Chairman, the Secretary General and Administrative Director, and determine any relative retribution and qualification;
•  perform any and all further duties attributed to it under these By-Laws.
The Board may delegate powers of ordinary and extraordinary administration to the Chairman of the Foundation.

Article 17
Call and Quorum

The Board of Directors will be convened by the Chairman at his/her discretion or upon request of at least half of its members. Meetings may be convened by telephone, letter, fax or email sent with at least six days' notice or, in the event of an emergency, by means of telegram or fax three days prior to the meeting.
The Notice of Call will indicate the date, time and place of the meeting and the relative agenda, It may also contain the information concerning a second call and may establish that this that may be held on the same day as the first not less than one hour after the first call.
The Meeting of the Board of Directors will be validly convened, on first call, if a majority of members are present. In second call, the meeting will be validly convened regardless of the number of participants. Board resolutions will be adopted by majority vote, and in the event of a tie, the Chairman's vote will prevail. Votes cannot be cast by proxy. Attendance at Board meetings is permitted also by means of teleconference or videoconference facilities. Resolutions will be noted in the Minutes of the Meetings signed by the Chairman the Secretary General and noted in the Book of Minutes.

Article 18
Chairman

The Chairman of the Foundation is also the Chairman of the Board of Directors. He/She is the legal representative of the Foundation with all relative powers including the power to grant power of attorney specifying the rights and powers of representation relating thereto.
The Chairman may exercise all discretionary powers necessary for the correct administration and management of the Foundation. The Chairman may appoint one or more Vice Chairmen delegating individual responsibilities thereto. In the absence of the Chairman, the Vice Chairman/Chairmen will carry out the duties of the former.
The Chairman will foster and maintain relations with agencies, institutes, public and private business enterprises and other bodies, also with an aim to obtaining collaboration and support for the Foundation's individual projects.
He/She will also submit to the Board of Directors the general outlines of the plans and specific projects that fall within the aims of the Foundation.

Article 19
Secretary General
The Secretary General is appointed by the Board of Directors that establishes the nature and term of office. The Secretary General is responsible for the Foundation's institutional activities.

In particular, the Secretary General:
•  is in charge of the management of the Foundation and the organization and promotion of its individual projects, allocating the means and instruments necessary for their implementation;
•  to the extent of his/her responsibilities, ensures the execution of the resolutions adopted by the Board of Directors and the Chairman's decisions.

He/She attends the meetings of the Board of Directors with no power to vote.

Article 20
Administrative Director
The Administrative Director is appointed by the Board of Directors that establishes the nature and term of office.
The Secretary General is responsible for the Foundation's administrative activities.
In particular, the Secretary General:

•  is in charge of the Foundation's financial and accountancy issues;
•  to the extent of his/her responsibilities, ensures the execution of the resolutions adopted by the Board of Directors and the Chairman's decisions.
He/She attends the meetings of the Board of Directors with no power to vote.

Article 21
Cultural and Scientific Committee

Upon proposal by the Chairman, the General Council will appoint a Cultural and Scientific Committee comprising a minimum of eight and a maximum of fifteen members, among whom a Chairman will be elected, chosen from leading figures in the fields of culture, academic science and national and international business in consideration of their training, responsibility and experience.
The chairman and the members of the committee will remain in office for three years and may be re-elected, unless revoked by the nominating Body before expiry of their term.
The Chairman of the Scientific Committee, in agreement with the Chairman of the Foundation, may assign one or more representatives to participate in missions, congresses, seminars and any other suitable initiatives for the promotion of the Foundation's aims and objectives in Italy and abroad.
The Chairman of the Foundation, or another board member expressly delegated by the same, will attend the Council's meetings.
The Cultural and Scientific Committee is responsible for:
•  expressing an opinion concerning the Foundation's activities and annual programme prepared by the Board of Directors;
•  submitting proposals relative to the Foundation's study and research activities;
•  expressing opinions on matters submitted by the Board of Directors;
•  submitting to the Board of Directors promotional initiatives deemed suitable and opportune;
•  appointing, upon proposal by the Chairman of the Foundation, the members of the Commission responsible for awarding bursaries;
•  participation, upon invitation and without a right to vote, at the meetings of the Board of Directors and the General Council.

Article 22
Board of Statutory Auditors

The General Council will appoint the members and Chairman of the Board of Statutory Auditors which will comprise three effective and two additional members to be chosen from those enrolled in the list of chartered professional auditors.
The Board will supervise the Foundation's financial management, certify the correctness of the books, examine the proposed budges and financial statements, prepare relative reports and inspect the accounts.
The Board will remain in office for four years and its members may be re-appointed.
The Chairman of the Foundation may invite the members of the Board of Statutory Auditors to attend the Board of Directors' meetings. Should Public Territorial Agencies participate in the Foundation, the former will appoint the majority of the members of the Board of Statutory Auditors.

Article 23
Assembly of Participants

The Assembly of Participants comprises the Foundation's Supporters and Contributors and will meet at least once a year. It will be validly convened regardless of the number of participants and resolutions will be adopted by majority vote.
The Assembly of Participants may elect up to two members of the Board of Directors, of whom one will represent the Supporters and one the Contributors.
The Assembly will prepare opinions and proposals concerning the Foundation's planned and/or future activities, plans and objectives, including the annual budgets and financial statements.
Meetings of the Assembly will be chaired by the Chairman of the Foundation who will convene such meetings at times that will not prejudice the activities of the same Foundation.

Non-elective, plenary sessions of the Assembly of Participants will he held for purposes of discussion, analysis and to meet with all the members of the Foundation. At such events, the representatives of the Foundation's Offices and/or Delegations abroad will intervene together with all the Foundation's categories and participants. Observers from Italian and foreign public and private juridical entities, institutes or agencies may also attend upon submission of a request to the Foundation's representatives in their country or to the Foundation itself. If necessary or advisable, the Board of Directors may appoint an Organizing Committee for the Assembly and grant it all the necessary powers.

Article 24
Supervisory Body

Should Public Territorial Agencies that contribute to the Endowment Fund or Management Fund to the minimum extent established by the General Council participate in the Foundation, then a Supervisory Body will be set up.

Such Body will comprise members appointed by the Public Territorial Agencies participating in the Foundation and will be responsible for ensuring that the Foundation's activities are in accordance with the law, the by-laws and the public interest. To this end, a copy of the minutes of the meetings of the Board of Directors and the General Council will be sent to the Supervisory Body by the Secretary General. If no comments are forthcoming after eight days from receipt of the same, resolutions will be executed.

If a resolution adopted by the Board of Directors or the General Council is objectively deemed not to be in compliance with the Foundation's aims, the law, the by-laws or the public interest, the Supervisory Body may, within ten days, request that the meeting(s) be reconvened and the resolution be re-discussed. Should the resolution be confirmed, it will immediately become executive under the direct responsibility of the members of the Board of Directors.

Article 25
Arbitration Clause

Any and all disputes arising from these By-Laws, including those relative to their interpretation, execution and validity, will be deferred to a council of arbiters comprising three member, two to be appointed by each party and the third, to act as Chairman, jointly chosen by the two designated arbiters or, in the event of disagreement, by the President of the Court of Rome who will also appoint any arbiter not appointed by either of the parties.
The arbiters shall proceed “in via irrituale” (as foreseen under Italian law) and decide ex aequo et bono.
Arbitration will take place in Rome .

Article 26
Dissolution

In the event of dissolution of the Foundation, for whatever reason, the assets will be devolved, upon resolution by the General Council, to other bodies pursuing similar aims or for purposes of public utility.

Article 27
Referral Clause

Any matters not specifically foreseen under these By-Laws will be governed by the provisions set forth under the Italian Civil Code and current legislation.