STATUTE OF THE MUSICIANS’ HOME FOUNDATION
Art. 1 – Name and home
The Musicians’ Home Foundation has been created, based in Milan, Piazza Buonarroti No. 29.
Art. 2 – Purpose
The sole purpose of the Foundation, which is non-profit, is social solidarity, to offer hospitality to musicians in accordance with the statutes and regulations of the Rest Home for Musicians – Giuseppe Verdi Foundation (“Founderâ€) that have existed for some time, in the building situated in Milan, Piazza Buonarroti 29 (“Casa Verdiâ€), donated by Giuseppe Verdi to the Founder.
To allow for the realization of this purpose, the Founder cedes Casa Verdi (excluding the entrance halls, the monumental parts, and those parts meant for the Founder’s offices, which will be better identified in the deed of cession of use) for the Foundation’s use, even before it begins its activities.
The Foundation will carry out its activities exclusively within the territory of the Region of Lombardy. The Foundation can, furthermore, carry out all activities connected or accessory to those provided for in the Statute inasmuch as they are instrumental to the same, so long as they are not incompatible with its nature as a Foundation and are realized within legal limits. The carrying out of activities other than the institutional ones is not permitted.
Art. 3 – Property
The Foundation’s property consists of:
1. the initial endowment of State bonds for a nominal value of 5,000,000 [500,000? avete scritto 5.00.000,00 (sic)] conferred by the Founder with the founding deed;
2. public and private contributions expressly intended to increase the property;
3. any other asset, liquid or otherwise, that is donated or left as a testamentary inheritance and is expressly intended to increase the property.
Art. 4 - Income
In order to carry out its purposes, the Foundation has the following forms of income at its disposal:
1. earnings deriving from its property (see Art. 3);
2. contributions, from public or private sources, intended for the realization of the statutary purposes not expressly meant for increasing the property endowment fund;
3. income deriving from possible connected or accessory activities;
4. contributions erogated by the Founder in conto esercizio and for covering possible administrative losses.
Art. 5 – Board of Directors
The Foundation is administered by a board of directors consisting of between six and ten members selected by the Founder’s Board of Directors, upon the determination of their number.
Members of the Board of Directors are, automatically, the President of the Founder’s Board of Directors and those of its members selected by the Mayor of Milan, the President of the Province of Milan and the Council of Professors of the Giuseppe Verdi Conservatory of Music of Milan.
The Board of Director’s other members must also belong to the Founder’s Board of Directors, excepting the power to select its Secretary-General.
The other board members maintain their positions for the length of their respective terms with the Founder and are replaced by decision of the Founder’s Board of Directors, which likewise provides in every other case for the cessation of their terms as board members of the Foundation.
The temporary absence of members of the Board of Directors does not stop it from fully functioning so long as more than half of its members maintain their positions.
Art. 6 – Responsibilities of the Board of Directors
The Board of Directors is responsible for the administration of the Foundation. In particular, the Board of Directors:
1. frames and decides on the final annual budget and the related document on the [institution’s] functioning and on the annual preliminary budget, and communicates them to the Founder;
2. decides on accepting donations and testamentary inheritances;
3. administers the Foundation’s property;
4. hires and fires employees and decides on their normative and economic treatment, in keeping with the treatment of employees of the Founder;
5. draws up all deeds and contracts regarding the realization of the Foundation’s aims.
The Board may delegate all or some of its powers to one or more of its members, with a prerogative also to sub-delegate; it may select attorneys for specific deeds or categories of deeds and may make use of consultants.
From time to time or even periodically, the Board may nominate its secretary and define his/her functions.
Art. 7 – Meetings of the Board of Directors
Meetings of the Board of Directors are convoked by the President, on his/her initiative or when a justifiable request is made by at least two of its members; notification of the business to be discussed will be sent by mail at least four days prior to the date of the meeting or, in an emergency, by telegram, fax, or email at least two days prior to the date of the meeting.
The Board of Directors can make valid decisions when more than half of its current members are present; decisions are made by simple majority vote of those present.
In case of a tie vote, the vote of the meeting’s President will be decisive.
Minutes of the Board’s decisions are drafted, after which they are signed by the President and the Secretary.
Art. 8 – President
The President pro tempore of the Founder is, by right, President of the Board of Directors of the Foundation for the duration of his/her term of office.
The President legally represents the Foundation to third parties and in legal disputes.
The President convokes and presides over Board meetings, carries out the Board’s decisions, and exercises the powers that the Board delegates to him/her, in general or in specific matters.
In emergency situations, s/he may assume the provisions that fall under the Board of Directors’ jurisdiction, but the Board must ratify these provisions at its first subsequent meeting.
The President has the right to nominate special delegates and to select attorneys for disputes.
Art. 9 – Accountant
The adherence to regulations by the Foundation’s administration and accounts department is checked by an accountant selected for the first time as part of the constituent act and subsequently by the Founder’s Board of Directors.
The accountant is chosen from among accountants or accounting firms enrolled in the Ministry of Justice’s registry; s/he retains the position until the final budget of the third year following the year in which s/he was chosen has been approved, and s/he may be re-elected; s/he may carry out inspections and checks and must draft the text of the final budget.
If an accountant leaves his/her position during the period for which s/he has been chosen, a replacement is chosen in keeping with the above terms for the remaining portion of that period.
Art. 10 – No remuneration for the positions
All positions, with the exception of that of accountant, are absolutely unremunerated.
Art. 11 – Budget
The Foundation’s fiscal year dates from 1 January to 31 December of every year.
The Board of Directors drafts and decides on the final budget for the previous fiscal year, with a related report on the administration, by the month of June of each year, and promptly communicates it to the Founder, together with the accountant’s report.
By the month of October each year the Board of Directors must prepare the preliminary budget for the following fiscal year and communicate it to the Founder in not more than fifteen days. The preliminary budget must include details regarding foreseeable income, in order to provide the Founder with a forecast regarding the size and timing of the distribution of its contributions, in keeping with Art. 4.4.
Any monies remaining, as well as reserves and the funds created from them, must be used for realizing institutional activities and those directly connected with them; it is expressly forbidden to distribute any remaining monies or to provide goods or services or endowment money or reserve funds, even indirectly, as long as the Foundation endures, with the exception of possible reimbursement of contributions made by the Founder, in keeping with Art. 4.4.
Art. 12 – Modifications to the Statute
Modifications to the Foundation’s Statute are decided by the Board of Directors, and, upon being approved by the Founder’s Board of Directors, are submitted to the Region of Lombardy for approval.
Art. 13 - Dissolution
Should the Foundation’s aims be achieved or exhausted or rendered impracticable or of little use, or should the Board of Directors decide on its dissolution, the Foundation will be terminated without a liquidation process, and all of its property will automatically be given to the Founder and become part of the same with respect to all of the Foundation’s active and passive juridical relations.
Art. 14 – Applicable norms
For any matter not expressly anticipated in this Statute, the laws regarding the subject are to be applied.