Art. 1. Establishment-location-delegations
The Foundation, known as Fondazione Musei Civici di Venezia, with registered office in Venice, San Marco 52, is hereby established.
Delegations and offices shall be established in Italy and abroad in order to carry out activities in a direct and indirect capacity, which shall promote and develop the cultural objectives of the Foundation, building indispensable national and international partnerships with the organization.
The Foundation is a non-profit organisation and proceeds cannot be distributed to its members.
Art. 2. Mission
It is the purpose of the Foundation to promote, develop, and disseminate cultural and artistic activities that raise public awareness of our national heritage.
Therefore, the Foundation shall define policies and goals to increase the value and impact of the heritage of the Musei Civici di Venezia, contributing to the development of strategic plans, as well as supporting private and public institutions, infrastructures, and the commercial sectors.
Art. 3. Direct, indirect and related Institutional activities
In particular, the Foundation shall safeguard, promote, enhance and manage the museums’ collections, programs, and services. The Musei Civici di Venezia are permanent institutions that acquire, preserve, research, and exhibit cultural heritage, providing learning and access to collections and educational resources for the general public.
The Foundation shall promote and provide free access to the collections for residents and/or individuals born within the Municipality of Venice.
In order to achieve these goals, the Foundation shall be entitled to:
1. enter into any agreement or contract, also pertaining to funding for agreed-upon transactions, including taking out short- or long-term bank loans and mortgages, the purchase of freehold or leasehold property, any kind of arrangement with public and private organizations including those to be recorded in public registers, if deemed appropriate and useful in achieving the Foundation’s goals;
2. manage and govern all assets that the Foundation owns, leases out, provides on loan or, in any case, possesses property loaned by public and/or private bodies;
3. participate in associations, foundations, bodies and institutions, whether public or private, whose activities are directly or indirectly pursue the Foundation’s goals. Furthermore, the Foundation shall be entitled to contribute to the establishment of the aforementioned bodies where deemed appropriate;
4. establish or take part in companies that carry out their principle activities to further the goals expressed in these by-laws;
5. promote and organize seminars, training courses, events, conferences and meetings, publishing their proceedings or documents, and support any other kind of project that encourages close cooperation between the Foundation, national and international organizations, workers involved and the public;
6. manage directly or indirectly venues that are appropriate for the purposes as mentioned in art. 2;
7. enter into agreements to outsource parts of the activities to third parties;
8. introduce awards and scholarships;
9. pursue any kind of marketing activity, provided that it is of secondary importance and supports the Foundation’s objectives; this may include publishing and audiovisual material in general, in compliance with the current law. Furthermore, the Foundation may perform any other activity that is consistent with the Foundation’s mission.
Art. 4. Supervision
The Foundation’s activities are supervised by the competent Authorities as laid down in the Civil Code and relevant laws.
Art. 5. Assets
The Foundation’s assets consists of the following:
– an endowment fund established through the contribution of money or property and non-property assets, or other assets that may be used to achieve the Foundation’s objectives, made by the Founder Promoter, the Members and/or third parties;
– property and non-property assets that are acquired by the Foundation, including those purchased in keeping with the provisions of these by-laws;
– donations made by bodies or individuals for the specific purpose of increasing the Foundation’s assets;
– unused proceeds that may be allocated to assets, upon resolution by the Board of Directors;
– grants issued by the European Union, the national government, regional bodies, and/or other public bodies.
Art. 6. Administrative Fund
The Foundation’s Administrative Fund consists of the following:
– income and proceeds deriving from the Foundation’s assets and activities;
– potential donations or bequests that are not specifically allocated to the endowment fund;
– any other potential contributions made by the national government, regional bodies, or other public bodies;
– proceeds from institutional activities, and other indirect or related activities;
The Foundation’s income and resources shall be used for the Foundation’s organization and achievement of its goals.
Art. 7. Financial year
The Foundation’s financial year shall commence on January 1 and close on December 31 of each year. The Board of Directors shall approve the proposed budget for the following financial year by December 31, and by June 30 of the following year shall approve the final financial statements concerning the previous year. The budget, consisting of the balance sheet, income statement and notes to the accounts shall be drawn up in compliance with regulations laid down in the Civil Code concerning corporate enterprises, where appropriate.
Profits or running cost surpluses as well as funds and reserves may not be distributed during the Foundation’s lifetime unless their allocation or distribution is required by law.
Art. 8. Founder Promoter
The Founder Promoter is the Municipality of Venice.
Art. 9. Members
Members may be public or private natural persons and bodies that contribute to the Foundation’s mission. They shall promote the Foundation’s objectives through the payment of annual or multiannual quotas as established by the Board of Directors or through an outstanding activity, which can also be professional, or else through the bestowal of tangible or intangible assets.
The title of Member shall remain as long as quotas have been paid regularly, or activities have been performed.
The Assembly of Members is convened by the President at least twice a year with two weeks’ advance notice, in order to discuss the Foundation’s agenda. Once a year the Assembly of Members shall elect a delegate from among its members to attend the meetings of the Foundation’s Board of Directors, without the right to vote.
Art. 10. Foundation Bodies
The Foundation bodies are the following:
– the Board of Directors;
– the President;
– the Director;
– the Scientific Committee
– the Management Committee;
– the Board of Auditors.
Art. 11. Board of Directors
The Board of Directors consists of a minimum of three to a maximum of five members, all appointed by the Founder Promoter, and on his behalf by the mayor of the Municipality of Venice.
The mayor of Venice is entitled to be a member of the Foundation’s Board of Directors and shall be appointed Vice President. The number of members may only vary at the end of each term of office.
The members of the Board of Directors shall remain in office for three years and may be re-elected.
A member of the Board who fails to attend three consecutive meetings without a valid reason shall lose their office. In that case, as in other instances of absence from the Board, the Founder Promoter shall designate another/other Board member/s who shall remain in office until the end of term of the Board of Directors.
The Board of Directors approves the Foundation’s objectives and projects proposed by the President and monitors the overall results of the Foundation’s management.
In particular the Board of Directors shall:
– provide guidelines for the Foundation each year in order to achieve the goals and activities in compliance with the provisions as per articles 2 and 3 of these by-laws;
– approve the budget and final financial statements each year;
– approve the Foundation’s regulations;
– discuss issues concerning the allocation of revenue derived from inheritances, legacies and contributions;
– elect the President of the Foundation;
– delegate specific tasks to the Board members;
– appoint a Director, selecting him/her from persons with specific competences and expertise, even individuals outside the Foundation. The Director shall remain in office for the duration of the Board that appointed him/her;
– decide on potential amendments to these by-laws as laid down by Art. 16 in the Civil Code to be submitted to the Founder Promoter Partner;
– discuss issues concerning the dissolution of the Foundation and the transfer of its assets as laid down by Art. 30 in the Civil Code;
– perform all the remaining tasks required by the current statute.
In order to function more efficiently the Board of Directors has the authority to delegate some of its powers to the President and/or Director for a limited period and only concerning organizational issues.
The Board of Directors may designate a person with specific competences and expertise on or outside the Board as Executive Secretary to ensure efficient implementation of decisions taken by the Board itself. In this case, the Executive Secretary shall be responsible for the management of the Foundation, providing the means and necessary channels for its implementation.
The Board of Directors shall be convened by the President whenever necessary or on request of the majority of its members in an informal manner with ten days advance written notice. Should there be a particular need or urgency the notice may be sent three days in advance.
The notice shall contain the meeting’s agenda, venue and time. It may also indicate the venue, date and time of a second meeting. However, there must be at least 24 hours between the two meetings, to allow members to effectively participate.
Issues will be decided by a majority vote of the members present at the meeting, apart from the various quorums established by the current statute. Should there be a split vote the President has the casting vote.
The meetings shall be presided over by the President or in his absence by someone he has designated.
The minutes of the meeting shall be drawn up and signed by whoever presides over the meeting, and by the Secretary.
Board meetings may also be held via teleconference, provided that all attendees may be clearly identified and are allowed to exchange ideas in real time. Once these requisites are confirmed the Board meeting’s venue is where the President and Secretary, if nominated, physically reside.
A delegate who is annually appointed by the Assembly of Members shall also be invited to attend the Board meeting, with the right to discuss issues, but not to vote.
Art. 12. President
The President of the Foundation is appointed by the Board of Directors. The President has the authority to legally represent the Foundation before third parties and may act in legal issues concerning administrative or jurisdictional authorities, by appointing a lawyer. Moreover, the President shall promote relations with bodies, institutions, public and private enterprises and other organizations, in order to establish partnerships and support for the Foundation’s various projects.
Should the President be unable to be present, he/she shall appoint a member as substitute during his/her absence.
Art. 13. Director
The Board of Directors shall appoint a Director, establishing duties, remuneration and type of assistance. The Director shall draw up and propose the Foundation’s guidelines and activities, and shall be responsible for their implementation as regards their cultural, scientific and artistic aspects. To that end, the Director shall be responsible for selecting cultural, artistic, and promotional initiatives, as well as exhibitions and research that enhance the assets of the Musei Civici di Venezia and raise public awareness.
Furthermore, the Director shall be responsible for relations with bodies, institutions, public and private enterprises and other organizations, so as to establish partnerships and support for the Foundation’s various projects.
The Director shall be supported by the Scientific Committee and coordinate its work. Moreover, the Director shall report to the Board on the Foundation’s activities twice a year.
Art. 14. Scientific Committee and Management Committee
The Scientific Committee is the Foundation’s consultative body, consisting of a number of members that may vary, chosen and appointed by the Board of Directors from among natural and legal persons, Italian and foreign Institutions and bodies that are especially qualified, prestigious and professional in the fields concerned.
The Scientific Committee shall provide technical consultation for the annual projects and for any other issue on which the Board requires an opinion, to define specific aspects of important individual activities and projects. The Board shall justify its decisions that clearly conflict with the opinion of the Management Committee and Scientific Committee.
The Foundation’s sites and services managers are entitled to be members of the Scientific Committee and make up the Management Committee, presided over by the Director of the Foundation and responsible for the coordination of the museums’ activities and proposals made to the Board. The procedures concerning the convening and work of the Management Committee shall be established through appropriate regulations issued by the Board.
The minutes of the Committee meetings shall be drawn up and signed by whoever presides over it and by the Secretary.
The Scientific Committee meetings are presided over and convened by the President of the Foundation. Should the President be absent, the Scientific Committee shall be presided over and convened by the Director of the Foundation.
Issues will be decided by a favourable majority vote of the members present at the Scientific Committee meeting. Should there be a split vote the President has the casting vote.
The minutes of the Committee meetings shall be drawn up and signed by whoever presides over the meetings and by the Secretary. The Scientific Committee remains in office for the duration of the Board’s term of office.
Art. 15. Board of Auditors
The Board of Auditors is appointed by the Founder Promoter and consists of three Auditors, of which one is the President, selected from Charted Accountants.
The Board of Auditors is the technical body of the Foundation, reviewing the Foundation’s accounts, examining the proposed budget and financial statement. The Board of Auditors shall draft reports to be submitted to the Board of Directors and/or attachments to the documents concerning the budget and final financial statement, and inspect accounts. The Auditors may attend the Board of Director’s meetings without voting, and shall remain in office for the duration of three years and they may be re-elected.
Art. 16. Dissolution
Should the Foundation be dissolved for any reason the assets shall be transferred to the Municipality of Venice for purposes of public utility on approval of the Board of Directors. The Municipality of Venice, as Founder Promoter, shall appoint a liquidator of the Foundation’s assets, if deemed necessary.
The assets entrusted to the Foundation shall return to the original subjects on dissolution of the Foundation.
Art. 17. Referral Clause
Anything not provided for in these by-laws will be governed by the provisions of the Civil Code and other relative laws.
Art. 18. Provisional Regulation
The bodies of the Foundation may immediately and legitimately operate in the framework provided by the Founder Promoter in the Foundation’s articles of establishment and will be subsequently integrated.
The appointed members of the bodies will remain in office for three years, until the approval of the final financial statement.