IN EFFECT FROM 23.02.2022
The establishment of a foundation specifically dedicated to Diabetes Mellitus stems from the solidly acquired awareness of the increasing impact that this disease has, in its various forms – juvenile diabetes or type 1 – maturity diabetes or type 2, etc., on public health. It is well known that Diabetes Mellitus, due to its high prevalence and the frequency and severity of its micro and macrovascular, atherosclerotic complications, represents today, in our country, one of the most important, if not the first, causes of morbidity, mortality and disability. The primary objective of the Foundation is therefore to contribute, with all the means at its disposal, to the solution of the numerous problems connected with the prevention and treatment of Diabetes Mellitus and its chronic complications. To this end, the “FOUNDATION FOR DIABETES RESEARCH ETS” is established and governed by the following:
BYLAW
Art. 1) – It is established by the will of the following gentlemen: Dr. Giancarlo Antonioni, Prof. Paolo Brunetti, Prof. Fausto Santeusiano, Eng. Luciano Fioroni, Dr. Elvio Temperini, Eng. Enzo Briziarelli, Arnaldo Manini, as well as the following Founding Entities: Marinelli Augusto di Marinelli Antonio FIN-CAVE S.p.A. Marinelli S.p.A. Garofoli S.p.A. Arnaldo Caprai Gruppo Tessile S.p.A. Smail s.r.l. Leonardo Servadio S.p.A. Associazione degli Industriali della Provincia di Perugia Sindacato Costruttori Edili della Provincia di Perugia Fondazione Cassa di Risparmio di Perugia A.I.L.D. Associazione Italiana Lions per il Diabete, a foundation called “UMBRIA FOUNDATION FOR DIABETES RESEARCH ETS”. The foundation is based in Perugia, Via Palermo n.80/a, at the Association of the Industrialists of the Province of Perugia.
Art. 2) – The Foundation pursues, without profit, civic, solidarity and social utility purposes through the exclusive or principal implementation of the following general interest activities listed in Article 5 of the Third Sector Code: The Foundation aims to contribute, by all means at its disposal, to the resolution of the numerous problems related to the prevention and treatment of Diabetes Mellitus and its chronic complications:
a) promoting basic and clinical research in the field,
b) effectively participating in the scientific training of researchers,
c) adequately contributing to raising public awareness of these issues.
Within these general lines of activity, the Foundation intends to:
– promote any form of research activity, both basic and clinical, aimed at better understanding the distribution of diabetic disease in the population and the pathogenetic mechanisms of type 1 and type 2 diabetes, and at improving therapy strategies for the purpose of curing or preventing the disease and its complications;
– provide for the organization and management of scientific research and medical care centers focused on diabetic disease, possibly established in the Umbrian territory;
– contribute to the scientific training of researchers by establishing scholarships for young graduates in the medical, biological, or engineering fields;
– facilitate the exchange of knowledge among diabetology researchers from different schools and countries, through the establishment of travel and study scholarships for Italian and foreign researchers;
– promote the organization of seminars and conferences aimed at discussing diabetology issues;
– promote and support scientific editorial initiatives aimed at improving the technical preparation level of sector operators;
– raise public awareness through meetings or debates, also using the opportunities offered by different media;
– promote editorial activity specifically dedicated to the development of texts, brochures, magazines aimed at health education, with particular reference to the metabolic and nutritional area, addressed to both the general population and diabetic patients. To achieve these objectives, the Foundation intends to establish and maintain extensive relationships with the University, as an institutional seat of research, with public and private research centers interested in basic and clinical-applicative issues related to the diabetology area, and with industries as a venue for the development of technologies suitable for therapeutic application. In any case, it may carry out different activities, provided they are secondary and instrumental to the general interest activities listed above, according to criteria and limits defined in accordance with Article 6 of the Third Sector Code.
Art. 3) – The initial assets of the Foundation consist of the amount of Lire 210,000,000 (two hundred and ten million) as stated in the founding act of the Foundation, of which this statute is an integral part. Such assets may be increased by donations, legacies, and contributions from entities or individuals who intend to support the institution, both in cash and in other material and immaterial assets. The Foundation shall use the income from its assets to achieve its purposes. To this end, the Board of Directors shall manage and invest the assets of the Foundation in the ways it deems safest and most profitable. The Foundation may also carry out fundraising activities in an organized and continuous manner, including soliciting the public or by providing goods or services of modest value, using its own resources and those of third parties, including volunteers and employees, in accordance with the principles of truth, transparency, and correctness in relations with supporters and the public, in conformity with guidelines adopted under Article 7 of the Third Sector Code. The assets of the Foundation, including any revenues, income, proceeds, or other income, shall be used for the performance of the statutory activity for the exclusive pursuit of civic, solidarity, and social purposes. The distribution, even indirect, of profits and surpluses, funds, and reserves of any kind to founders, associates, workers and collaborators, administrators, and other members of social organs, even in the case of withdrawal or any other hypothesis of individual dissolution of the relationship with the Foundation, is therefore prohibited.
Art. 4) – The Foundation is governed by a Board of Directors and an Executive Committee.
Art. 5) – The Board of Directors consists of a number of members ranging from three to twenty-one. The position is lifelong. It may only cease in different circumstances by express resignation of the interested party or by subsequent legal incapacity. Whenever one of its members is no longer in office, the group of counselors will be reintegrated in number and perpetuated by co-option with another member elected by absolute majority vote by the surviving members of that group present at the meeting which must be convened for this purpose by the President of the Board of Directors within two months of the event that caused the vacancy. The selection of individuals to be co-opted may fall on persons who have made donations to the Foundation or persons indicated by them.
Art. 6) – The President is appointed by the Board of Directors and serves for three terms, ending upon the approval of the report relating to the third term of office, and is eligible for re-election.
Art. 7) – The Executive Committee is composed of the President of the Board of Directors and other members ranging from two to four, of which two will be respectively appointed by the Fondazione Cassa di Risparmio di Perugia and the A.I.L.D. – Italian Association of Lions for Diabetes among their own representatives and the others will be appointed by the Board of Directors.
Art. 8) – The Executive Committee is chaired ex officio by the President of the Board of Directors and, in his absence, by the oldest member.
Art. 9) – The Board of Directors is responsible for:
a) appointing and revoking members of its own Executive Committee;
b) approving the final statement within the month of April for the previous year closed balance sheet as of December 31st;
c) deliberating on matters submitted to it by the Executive Committee;
d) deciding on initiatives to be undertaken to achieve the Foundation’s purpose and approving and modifying related announcements and regulations;
e) appointing the Scientific Committee;
f) deliberating on matters regarding the organizational structure and personnel regulations; g) delegating the management of individual affairs or practices to the Executive Committee.
Art. 10) – The Executive Committee has all other powers for the ordinary and extraordinary administration of the assets and personnel management in the broadest sense, as well as for all activities of the Foundation, including the allocation of annual property income and any other proceeds among the various initiatives aimed at achieving the Foundation’s purpose. The Executive Committee is responsible for drafting the balance sheets and economic accounts to be submitted to the Board of Directors for approval within four months from the end of each annual exercise, set on December 31st of each year, and must accompany them with an annual moral report on the institutional activities carried out by the Foundation during the same period, to be made known in an appropriate manner.
Art. 11) – The President has legal representation of the Foundation in front of third parties and in court. In addition, the President:
- convenes the Board of Directors and the Executive Committee and chairs them by proposing the topics to be discussed in their respective meetings;
- signs the acts and, where necessary, for the implementation of all the affairs that are deliberated;
- oversees the proper administrative management of the Foundation;
- ensures compliance with the statute and promotes its reform if necessary;
- carries out any task or function delegated to him by this statute;
- ensures the execution of the resolutions of the Board and the relationships with the supervisory authorities;
- takes any appropriate measures in case of urgency, reporting to the Committee as soon as possible. In the event of absence or impediment of the President, the oldest member of the Executive Committee will act on his behalf.
Art. 12) – The Board of Directors shall normally meet once a year in ordinary session and, on an extraordinary basis, whenever the President deems it necessary and a written request is made by two of its members. The convocation is made by the President with a written invitation at least eight days in advance, with an indication of the agenda to be discussed.
Art. 13) – Meetings of the Board of Directors and the Executive Committee shall be valid if the majority of their members are present. Resolutions are passed by an absolute majority of those present by open vote. In the event of a tie, the President’s vote prevails.
Art. 14) – The minutes of the meetings of the Board of Directors and the Executive Committee must be transcribed in chronological order in a special register and must be signed by the President and the Secretary.
Art. 15) – If the Foundation does not have concept employees, the Secretary of the Council is appointed by the Council itself, which also determines the duties and any remuneration. If the Foundation has employees, the highest-ranking employee in accordance with the approved organic chart and regulations is appointed Secretary.
Art. 16) – Members of the Board of Directors do not receive any compensation for their activities, except for reimbursement of any expenses incurred for official reasons.
Art. 17) – For the formulation and implementation of the research, training, and awareness programs referred to in Article 2) of these bylaws, as well as for the promotion and coordination of the resulting activities, the Board of Directors elects a Scientific Committee, appointing its President and determining its composition, duration, and regulations. This Committee shall be composed of individuals with known competence and clear reputation in the field of scientific activities peculiar to the Foundation and may, in turn, use individual persons or term commissions appointed by it for the study and implementation of particular initiatives and for the performance of particular assignments. Prior approval of the Board of Directors will be required for the formulated programs, the initiatives promoted, and the assignments entrusted to third parties or commissions by the Scientific Committee. The Board of Directors shall also decide on the relative financing and any awards. The activities of the Scientific Committee are organized and disciplined by Articles 12-13-14-15 of these bylaws, as applicable.
Art. 18) – The financial year of the Foundation begins on January 1st and ends on December 31st of each year. The annual financial statements shall be drawn up in accordance with Article 13 of the Third Sector Code and shall consist of the balance sheet, the management report, indicating the revenues and expenses of the entity, and the mission report, which illustrates the budget items, the economic and management performance of the entity, and the methods of pursuing the statutory purposes. It may be drawn up in the form of a cash report in the event of revenues, income, or other receipts of less than 220,000.00 euros: all in accordance with Articles 13 and 14 of the Third Sector Code.
Art. 19) – The Foundation may be terminated due to the achievement, exhaustion, impossibility, or low utility of the purpose, or due to the extinction or insufficiency of the assets. In the event of termination or dissolution, the residual assets shall be devolved, subject to a positive opinion from the Office referred to in Article 45, paragraph 1 of the Third Sector Code, and unless otherwise provided by law, to other third sector entities in accordance with the provisions laid down by the Board of Directors or, failing that, to the Italia Sociale Foundation.
Art. 20) – The Board of Directors appoints a single Control Body, in accordance with article 30 of the Third Sector Code, which holds office for three fiscal years and expires upon the approval of the budget relating to the third fiscal year of appointment. The duties and responsibilities of the Control Body are governed by article 30 of the Third Sector Code.