STATUTE OF THE FOUNDATION CAVALIERI OTTOLENGHI
Name – location - purpose
The Foundation called "FOUNDATION CAVALIERI OTTOLENGHI" is constituted
The Foundation is based in Turin, Via Verdi n. 8, at the Rectorate of the University of Turin. Any transfer to another location in Turin may be decided by the Board of Directors, without the obligation to change the articles of association.
The Foundation is a non-profit organization and operates in the territorial area of the Piedmont Region. Purpose of the Foundation, in accordance with the wishes expressed by Mrs Cavalieri Anna or widow Annetta of Prof. Emilio Ottolenghi in the holograph will published on May 19, 1958 by Dr. Roberto Pozzo, notary in Biella, is "to deepen the current knowledge on the interdependence between the physical-chemical state of the human body and manifestations of the psyche: that is, on the causes and treatment of mental insanity".
The Foundation may:
a) set up specialized technical-scientific research facilities and laboratories;
b) establish an internal school and scholarships, carry out information days and courses for scholars and researchers and establish a scientific library available to scholars;
c) take care of scientific publications and organize conferences, conventions and seminars, in order to allow doctors and neuroscience scholars to follow in the most appropriate way the developments of scientific discoveries, with particular reference to research on the causes and treatment of mental insanity.
The founding members are the University of Turin which participated in the deed of incorporation, as well as the public and private subjects who have made a subsequent request and who have been admitted by unanimous vote of the Board of Directors for their significant contribution to the pursuit of statutory purposes of the Foundation.
The assets of the Foundation consist of the assets destined by the testator Signora Cavalieri Anna or Annetta, widow of Prof. Emilio Ottolenghi for the purposes adopted by the Foundation. The patrimony can be increased and fed with donations, inheritances, real estate and property bonds, donations and liberal donations of those who, by approving the Foundation's aims, are willing to contribute to their achievement. The Foundation may proceed with the collection of funds in cash and in kind, enter into agreements with University institutes and not and carry out everything necessary to achieve the social goals. The Foundation may receive contributions from public and / or private bodies for the same purpose.
The financial year starts on January 1st and ends on December 31st of each year. The first financial year will end on December 31 of the year of incorporation.
Bodies and functioning
The bodies of the Foundation are:
- the Board of Directors;
- the Scientific Council;
- the Board of Auditors.
Art. 8 -
President of the Foundation and of its Board of Directors is the pro-tempore Rector of the University of Turin or a person delegated by him with the role of Vice President. The Vice President replaces the President in case of absence or impediment. The Chairman convenes the Board of Directors and has the faculty to undertake those resolutions which are the responsibility of the Board of Directors motivated by urgency, with the obligation to report to the Board at the next meeting immediately. The President represents the Foundation towards the authorities, towards third parties and in court.
Art. 9 -
Board of Directors
The Foundation is administered by a Board of Directors composed of the President of the Foundation and six members appointed by the Academic Senate of the University of Turin. The Board of Directors is responsible for the ordinary and extraordinary management of the entity, without exceptions or exclusions. For the functioning of the Foundation, it may issue regulations. In particular, the Board of Directors will take care of the creation of specialized structures and laboratories for technical and scientific research aimed at achieving the corporate goals that will function according to the regulations issued by the Board of Directors.
The Board of Directors meets at least twice a year and also whenever the Chairman deems it appropriate or has been asked to do so by at least two Directors or by the Board of Auditors. Meetings will normally take place at the registered office. The Council is convened by the President, or by the Vice-President, by registered letter sent at least fifteen days before the meeting, except in cases of urgency in which the convocation may also take place by telegram or fax with prior notice at least two days. The list of items on the agenda will be indicated in the call notice.
The Board of Directors is validly constituted with the presence of the majority of its members. It deliberates with the favorable vote of the majority of those present.
For the following subjects, however, the favorable vote of the majority of the members of the Board of Directors is required:
- approval of the budget and the final account;
- approval of internal regulations;
- purchases and disposals of real estate;
- appointment of members of the Scientific Council;
- appointment of the Foundation's Administrative Director.
For amendments to the articles of association and for the dissolution of the Foundation, the favorable vote of the five-seventh members of the Board of Directors will be required.
In the event of a tie, the vote of the President or, in the case of his impediment, of the person presiding will prevail.
The Board appoints a secretary within its sphere, who will be responsible for drawing up the minutes of the meeting, which will be transcribed in a numbered and authenticated notary register and signed only by the President and the secretary. The minutes are approved at the next meeting. However, at the request of a Director, the minutes must be approved and transcribed at the end of the meeting. A copy of each report, after approval, must be sent to the Board of Directors of the University of Turin.
Art. 11 -
The Board may appoint a Director, assigns responsibilities and determines powers, term in office and remuneration.The Director participates, without the right to vote, in the Board of Directors and in the Scientific Council.
Art. 12 -
Board of Auditors
The control of the administration of the Foundation, the supervision of compliance with the law and the deed of incorporation, the verification of the regular keeping of the accounts, the correspondence of the final account with the results of the books and of the accounting records is entrusted to a Board of Auditors of the Accounts composed of three effective members and two substitutes appointed by the Board of Directors of the University of Turin.
Art. 13 - Scientific Council
The Scientific Council is composed of at least 7 (seven) and no more than 10 (ten) members appointed by the Foundation's Board of Directors. The members thus appointed will in turn designate, within their scope, a coordinator who may be invited to take part in the meetings of the Board of Directors.
It is the task of the Scientific Council to provide for the elaboration of a general plan of scientific activities as well as contributing to the identification of researchers and means to achieve the goals of the Foundation.
Duration of offices and related fees
All corporate offices are free, except for reimbursement of expenses incurred depending on the position. The corporate offices will last three years and the persons who have held them can be re-
Art. 16 - Budget and financial report
The Foundation's budget must be approved by the Board of Directors by November of each year and the final account by the end of May. Both documents must be submitted for examination by the Board of Auditors which will express its opinion in a written report. The administrators respond personally and jointly to the Entity for the expenses disbursed without observing this provision.
Exhaustion and devolution of the assets
If the purpose of the organization should be considered exhausted or has become impossible or of little use or the heritage has become insufficient, the Foundation will become extinct. The devolution of the assets will be in favor of the University of Turin.
For all that is not provided by the present Statute we refer to the general principles of law according to the Civil Code.