A foundation called "Fondazione Studio Museo Vico Magistretti" has been set up at no.20, Via Conservatorio in Milan. The foundation may be referred to by the abbreviation "fondazione Vico Magistretti" translated into English as "Vico Magistretti foundation". Delegations and offices may be set up both in Italy and abroad, in order to carry out promotional work to aid in achieving the aims and purposes of the foundation and also to develop and enhance the necessary network of national and international relations required to support the foundation itself. It operates in accordance with the principles and legal status of an equity Foundation within the wider realm of Foundations controlled by the Civil Code and associated laws. It is a non-profit foundation and therefore cannot yield profits. The foundation operates exclusively within the territorial bounds of the Region of Lombardy. The foundation will operate until 31st December 204o, although this date may be extended.
AIMS AND PURPOSES
The foundation creates, promotes and publicises forms of art and culture, mainly focusing on the fields of architecture and design. More specifically, the foundation aims to promote, protect and publicise Vico Magistretti’s name as a designer and architect, simultaneously helping to develop a wider awareness of Italian design. The foundation fits into an imaginary town plan for the city of Milan as a centre of design providing an overall vision for the international community and, at the same time, a starting point for further study into various topics in design, promoting the creation of a “diffused museum” centred around Milan and Lombardy, which will bring out their richness, originality, scope and depth in the field of design. This means the foundation plans to implement, promote and support the creation of an urban museum circuit encompassing the most important buildings designed by Vico Magistretti built in Milan.
OFFICIAL ANCILLARY AND INSTRUMENTAL OPERATIONS ETC.
The foundation sets out in particular to enhance, protect and publicise the Vico Magistretti archive, already under the safeguard of the Ministry for Culture. More specifically, the "Studio Museo Vico Magistretti" intends to provide a public service not just by displaying artefacts designed by the architect but also by presenting the design process which led to their creation based on archive documents. It also plans to carry out research, purchase, conserve, publicise and display for study, education and leisure purposes a range of documents or objects connected with his work. In order to achieve its aims, the foundation will also:
- draw up any kind of contract deemed necessary or appropriate, even for financing the operations being considered, including the purchasing of property, either on an ownership or leasehold basis, the drawing up of any kind of agreements, which may also be recorded in public registers, with public or private bodies considered to be interested in and useful for achieving the foundation’s aims;
- handle and manage the assets it owns, leases, has on free loan or, in any case, possesses;
- be involved in associations, foundations and institutions, either public or private, whose operations are directly or indirectly aimed at achieving similar goals to those of the foundation itself; the foundation may, if it deems it appropriate, also contribute to setting up organisms of the aforementioned nature;
- promote and organise seminars, training courses, exhibitions, conferences and meetings, handling the publication of any acts or documents involved, as well as all those operations involved in creating systematic relations between the foundation, national and international operators and organisms, workers and employees and the general public;
- directly or indirectly manage the spaces associated with achieving the purposes referred to in art.2;
- make arrangements for commissioning third parties to handle some of these operations;
- award prizes and grants;
- publish and sell books and objects helping achieve its aims and purposes, in accordance with the laws in force, as well as audiovisual products in general;
- carry out any other appropriate operations for helping achieve its official goals.
The appropriate Authorities will monitor the foundation’s work in accordance with the Civil Code and special legislation on these matters.
The foundation’s assets are:
- the endowment fund comprising contributions in the form of money and movables/immovables or other utilities, which may be used to achieve the goals pursued by the Founder-Promoter, Institutional Founder, Founders and other Participants or third parties;
- movables or immovables already received or which will be received in future by the foundation for any reason whatsoever, including those it purchase in accordance with the regulations in this Charter;
- donations made by associations or private parties specifically intended to enhance its assets;
- the part of its income which, after deliberation by the Board of Directors, may be allocated for enhancing its assets;
- contributions made to its assets by the European Union, Government, Territorial Bodies and other either national or international Public Bodies.
The foundation’s Administration Fund comes from:
- income and proceeds coming from the foundation’s assets and the work it carries out;
- any donations or testamentary dispositions, which are not specifically destined for the endowment fund;
- any other contributions from the Government, Territorial Bodies or other Public Bodies;
- contributions in any form allocated by the Founder-Promoter, Institutional Founder, Founders and other Participants and third parties;
- takings from any connected or instrumental ancillary and accessory institutional activities.
The foundation’s takings and resources will used to finance the foundation and achieve its goals.
The financial year begins on 1st January and end on 31st December. The Board of Directors will approve the economic-financial forecast by 31st December and the final balance for the previous year by the 30th April of the following year. Should it be required, the Board of Directors can approve the final balance up to 30th June. It is forbidden to hand out profits, surplus from administration operations, funds or reserves while the foundation is in operation, unless such distribution is imposed by law.
MEMBERS OF THE FOUNDATION
The members of the foundation are divided into:
- Founder-Promoter, Institutional Founder and Founders;
FOUNDER-PROMOTER, INSTITUTIONAL FOUNDER AND FOUNDERS
The Founder-Promoter is Dr. Susanna Federica Maria Magistretti. She is entitled to appoint a person or body to take her place for fulfilling the prerogatives and rights associated with this charter, even on a testamentary basis; and this applies in perpetuity. The “Museo del Design” Foundation is the Institutional Founder. The Founders are all those people, who, as such, signed the Certificate of Incorporation and those who have since joined the foundation in this role, in accordance with law and what is stipulated in the said Certificate. Legal, public or private parties and associations, which share the foundation’s aims, contribute to its running and the achieving of its goals by means of contributions in cash in amounts no smaller than those set down by the Board of Directors each year, are also entitled to be Founders after being appointed by the Board of Directors, whose judgement is final. Founders will remain such for as long as they pay their annual dues and perform their services. Founders must pledge to conform to what is specified in this charter and regulation, if approved.
Legal, public or private parties and associations are entitled to be “Participants”, provided they share the foundation’s aims, contribute to its running and the achieving of its goals by means of contributions, yearly or on a more lengthy basis, in cash in amounts no smaller than those set down by the Board of Directors each year. In other words they must play a particularly important (even professional) role or contribute tangible or intangible assets. In appointing Participants, the Board of Directors may decide through a special regulation to divide up or group together the Participants according to their role and involvement in the foundation. Participants are entitled to allocate their own contribution to specific projects, which are part of the foundation’s activities. A Participant retains this status for the period during which they pay their dues or serve their role. Participants are admitted through a resolution voted by the majority of the Board of Directors, whose decision is final. Participants must openly pledge to abide by the rules set in this charter and regulation, if approved.
Physical and legal persons and public or private parties and other associations based abroad are also entitled to be appointed as Participants.
EXCLUSION AND WITHDRAWAL
The Board of Directors can decide, after the majority of its members (including the Founder-Promoter) vote in favour of a resolution, to exclude Founders and Participants for repeatedly failing to fulfil the duties and commitments in this charter, for example but not necessarily:
- failing to make the contributions foreseen in this Charter;
- behaving in ways which do not conform with the principles and purposes of the foundation, as referred to in the foreword and art. 2 of this charter, including the duty to co-operate with the other members of the foundation;
- behaviour conflicting with non-patrimonial obligations.
In the case of legal bodies and/or persons, exclusion may also be for the following reasons:
- transformation, merger and demerger;
- transference of (or change in)control for any reason whatsoever;
- resorting to the venture capital market;
- extinction, for any reason at all;
- starting liquidation proceedings;
- going bankrupt and/or opening bankruptcy proceedings even on an extrajudicial basis.
Founders and Participants may, at any time, withdraw from the Foundation, but they must still meet their obligations. The Founder Promoter cannot be excluded from the foundation for any reason.
FOUNDATION BODIES AND OFFICES
The foundation’s administrative bodies are:
- Board of Directors;
- President of the foundation and Vice-President, if appointed;
- Scientific Committee, if appointed;
- Auditing Board.
The foundation also has a General Secretary.
BOARD OF DIRECTORS
Composition and jurisdiction
The Board of Directors has a varying number of members. It will be composed as follows:
- the Founder-Promoter, for their entire life, unless they decide otherwise, in accordance with what is stated in article 9 of this charter;
- three members appointed by the Founder-Promoter;
- a member appointed by the Institutional Founder;
- a member appointed by each Promoter.
The President can invite guest members, even on a permanent basis, who take part on a consultancy level and have no vote, selecting them from people considered to be helpful or prestigious for the foundation’s aims and operations. The Board may be considered suitably composed to perform its duties with the appointment of the members referred to in sub b) of the second paragraph of this article. With the exception of member sub a), members of the Board of Directors remain in office until the approval of the final budget for the third financial year after their appointment and may be reappointed. Any member of the Board of Directors who, for no justified reason, fails to take part in three consecutive meetings, may be declared as no longer part of the Board. In this case, as in any other instance of taking leave from the role of board member, the lapsed member/s will be replaced in accordance with the appointment procedures in paragraph two; the new members will remain in office until the Board of Directors reaches the end of its term. Should the number of Directors be less than four, the Board will be considered to be disbanded and have to be reformed in accordance with this charter. The Board of Directors will approve the foundation’s aims and plans as proposed by the President and assess the overall results of its administration. In particular, it will:
- set the yearly guidelines for the foundation’s operations, as part of the aims and operations referred to in articles 2 and 3 of this charter;
- approve the long-term operating programme;
- approve the economic-financial budget and final balance;
- approve the foundation’s regulation, as required;
- pass resolutions concerning bequests, legacies and contributions;
- set the guidelines for becoming a Promoter and handle the appointment procedures;
- set the guidelines for becoming a Participant and handle the appointment procedures;
- set the guidelines for the Foundation’s organisational setup as regards developing the Foundation’s operations;
- appoint the Foundation’s President based on the Founder-Promoter’s proposal and with their vote in favour, choosing him/her from inside the foundation;
- appoint, as required, a Vice-President of the foundation, choosing him/her from inside the foundation;- appoint the General Secretary, in accordance with art. 18 of this charter;
- appoint, as required, the foundation’s Honorary President, in accordance with art. 16 of this charter;
- set up technical and consultancy committees for individual projects and/or business operations, actually appointing the members, establishing their roles and the nature/duration of their term in office;
- appoint, as required, Curators and Directors of the foundation for its various separate departments;
- delegate specific tasks to the Advisors through a special resolution adopted and set down according to law;
- deliberate any alterations to the charter in agreement with the Founder-Promoter;
- deliberate extending the foundation;
- deliberate the proposal to disband the foundation and donate its assets, in accordance with art. 20 of this charter in agreement with the Founder-Promoter;
- perform any further tasks it is assigned by this charter.
In order to make administration procedures more effective, the Board of Directors is entitled to delegate, on the President’s proposal, functions to either the President or individual members of the Board itself, through a resolution adopted and set down according to law.
BOARD OF DIRECTORS
Convening and quorum
The Board of Directors may be convened on the President’s own initiative or by request of the majority of its members; in this latter case or if the President fails to take the initiative, the President of the Auditing Board will summon the Board. No special procedures need to be followed to convene the Board, except for the appropriate paper work, which must be forwarded at least ten days before the date set for the meeting; in case of necessity or in emergencies, the paper work may be forwarded three days before the set date. Notice of the meeting must include the day’s agenda and the time and place it will be held. It may also indicate the date and time of a second convening of the Board and establish that this be held on the same day as, and within an hour of, the first meeting. The Board officially meets upon the first summons if the majority of its members are in attendance; the meeting is officially convened on the second summoning regardless of the number of members present. The meeting is official, upon either the first second time of convening, if the Founder-Promoter is in attendance. Resolutions are passed if voted in favour by the majority of those present; if the votes are tied, the Founder-Promoter’s vote holds sway, except in the case of the various different quorums referred to in this charter. Resolutions about approving the budget, approving modifications to the charter and dissolving the Association, are passed provided the Founder-Promoter votes in favour. Meetings are chaired by the President or the Vice-President, if appointed, or in any case by the most senior board member, if the President is absent or unable to attend. Minutes will be drawn up for the meetings, signed by the person chairing the Board meeting and the meeting secretary. Board meetings may be held using means of telecommunication, provided all those taking part can be identified and are able to follow the debate and intervene in real time in what is being discussed. If this is indeed the case, then the meeting of the Board of Directors is considered as having been held in the place where the President happens to be and also the secretary for the meeting.
PRESIDENT OF THE FOUNDATION AND HONORARY PRESIDENT
The foundation President, who is also the President of the Board of Directors, is appointed by the Board of Directors internally, in accordance with art. 14. The President represents the foundation legally in relation to third parties, acting against and opposing any administrative or judicial authority through his/her appointed lawyers. He/she may also delegate selected tasks to the Vice President, if one has been appointed. More specifically, the President handles relations with bodies, institutions, public/private businesses, partly in order to arrange working partnerships or gain support for the foundation’s specific projects. Should the President be absent or unable to perform these duties, he/she will be replaced by the Vice President, if one has been appointed or, alternatively, the most senior director. Should it be deemed necessary, the President can instruct the Board of Directors to appoint an Honorary President of the foundation, who will remain in office for three financial years and may also be reappointed; the Honorary President may take part in board meetings on an advisory basis without having a vote.
The Scientific Committee, if there is one, serves the foundation on an advisory basis and is composed of a varying number of members, chosen and appointed by the Board of Directors from particularly well-qualified Italian or foreign physical and legal persons, bodies and associations, with acknowledged prestige and irreprehensible professionalism in matters of pertinence to the foundation. The Scientific Committee works with the Board of Directors to express views and proposals about the annual operating programme and any other matter for which the Board of Directors specifically requests its opinion for drawing up the foundation’s cultural strategy. Each member of the Scientific Committee remains in office for the length of time set upon their appointment, except in the case of withdrawals or resignations. The Scientific Committee is chaired and summoned by the Foundation President. Should the President be missing or unable to attend for any reason, the Scientific Committee will be chaired and summoned by the Vice President, if one has been appointed; if both are missing, the meeting will be adjourned.
The General Secretary, as an ancillary office to the Board of Directors, is appointed by the Board itself and chosen from people with specific skills and expertise, including people outside the foundation. The General Secretary is in charge of running the foundation and works with the President and Board of Directors to ensure its smooth-running and proper management. In particular, he/she:
- handles the organisational and administrative management of the foundation and promotes any operations which have been approved, providing the necessary means and tools for implementing them;
- implements, concerning those matters falling within his/her jurisdiction, the resolutions passed by the foundation’s organisms and acts issued by the President. The General Secretary also takes part, without actually having a vote, in meetings of the foundation’s corporate bodies and any commissions or committees there might be.
The Auditing Committee is appointed by the Founder-Promoter in conjunction with the other Founders through a joint resolution passed by a majority of votes; it is composed of three members, one of whom acts as President, chosen from people enrolled on the register of Auditors. The Auditing Committee is responsible for controlling the Foundation’s accounts, making sure its books are kept properly, studying any budget proposals and economic-financial statements, drawing up special reports and checking the takings. Members of the Auditing Committee are entitled to take part, without having a vote, in Board meetings; they remain in office until the approval of the final balance at the end of the third financial year after their appointment and may be reinstated.
In case of a proposal to dissolve the foundation for any reason, its assets will be donated as resolved by the Board of Directors, which is also entitled to appoint a liquidator and any other bodies carrying out similar aims for the purposes of public utility. Anything given to, handed over to or allocated to the foundation will be returned to their rightful owner upon dissolving the foundation. The use of any goods handed over or awarded to the foundation in any form of other will be controlled based on a contract between the grantor and foundation, which will also specify how the said goods are to be used.
Concerning anything not specified in this Charter, the provisions set down in the Civil Code and regulations in force on this matter apply.
The foundation’s organisms are authorised to operate immediately and on a valid basis, even in smaller numbers than specified in this Charter, as established when drawing up the Charter and in accordance with later additions.