By-laws
Article IV
Organization
Section 8) Organization
The Foundation's structure includes:
- The Board of Directors,
- The Chairman,
- The Vice Chairman
- the Secretary-General,
- The Board of Auditors,
- the Scientific Committee.
The positions held within the Foundation shall be gratuitous.
Foundations's officers shall be reimbursed for expenses incurred relevant to their offices.
Section 9) Board of Directors - Nomination - Term of office -
Replacement
9.1 TThe Foundation is governed by a Board of Directors comprised by 4 to 7 members as stated in sub-section 9.2.
9.2 The Founder shall nominate 4 members.
The other 3 members shall be appointed by co-optation by the board members nominated by the Founder, upon designation by three among the following entities:
- Universities within the Italian territory,
- Istituto Nazionale Ricerca sulle Acque (Italian National Institute for Water Research),
- Municipality of Genoa,
- Province of Genoa,
- Liguria Region,
- Federutility,
- Unichim,
- Istituto Superiore di Sanità (Italian National Institute of Health)
- Parco Scientifico e tecnologico della Regione Liguria
(Liguria Region Scientific and Technological Park),
- WWF,
- Regional and Provincial Agencies for Environment Protection,
- Consumers' Associations.
The members appointed by the Founder, within 60 days from their nomination, shall draw up, with a majority decision, a priority list of the entities above, on the basis of which they shall ask them to indicate members to be co-opted in the Board of Directors.
In case one of the first three entities in the priority list does not answer the members' request, the other entities shall be contacted, according to the priorities indicated by the list, until the designation of the three Board members.
In case none of the above entities answers the members' request, or less than 3 members are appointed, the Board shall definitely be comprised of the members actually appointed.
The request to the entities identified above, according to their ranking in the drawn up list, will be carried out by the Chairman of the Board of Directors.
The requested authority shall communicate the designation within 60 days from the receipt of the request. If the requested entity does not make any designation within the period provided for above, the Chairman will send an analogous request to another entity, always accordingly to its ranking in the list, until three members are designated or until the exhaustion of the list itself.
In the meantime the Board of Directors will regularly operate with the number of appointed members.
9.3 The Directors appointed by the Founder will remain in office for three financial years and precisely until the approval of the balance sheet for the third financial year of their office.
The term of office of the other Directors appointed upon designation by the above-mentioned entities, will expire together with the term of office of the Directors appointed by the Founder.
The Directors can be re-elected.
9.4 If one or more of the Directors run out for any reason in the course of its three-year term of office:
- if the run-out Director was appointed by the Founder, the Founder will provide to replace him;
- if the run-out Director was appointed by one of the authorities mentioned at sub-section 9.2, the Directors in office, will provide to replace him following the procedure laid down at sub-section 9.2.
The Directors so appointed will remain in office until the Board's expiration.
Section 10) Board of Directors - Powers - Functioning
10.1 10.1 All powers for the management of the ordinary and extraordinary business of the Foundation are attributed to the Board of Directors.
In particular, and exclusively by way of example, with the exception of the specific attributions provided by other provisions of the present By-Laws, the Board of Directors shall:
- approve the annual report and the balance sheet for every year (within April 30, of the following year);
- hire and take dismiss employees and define their legal and economic treatment;
- decide about the acceptance of donations and legacies, in the respect of the necessary legal formalities;
- define the programs of the Foundation;
- decide on the investments of the Foundation's capital and assets;
- decide the modifications to the articles, in compliance with the applicable laws;
- appoint the Chairman and the Vice-Chairman;
- appoint the Scientific Committee;
- appoint the Secretary-General;
- set the fees to be paid by the supporters.
10.2 The Board of Directors appoints, outside its members, a Secretary, entrusted with the redaction of the minutes of the Board meetings.
The meetings and decisions of the Board will be recorded in minutes which will be subsequently reported on the appropriate book previously authenticated; the minutes will be redacted by the Secretary and signed by him and by the Chairman of the meeting.
10.3 The meetings of the Board of Directors are convened by the Chairman with a notice including the agenda of the meeting. The notice shall be sent by recorded delivery letter with advice of delivery, telefax or telegram at least five days before the meeting. In case of urgency, the notice can be sent by telefax or telegram at least 24 hours before the starting hour of the meeting.
10.4 The meetings of the Board are chaired by the Chairman or, in case of absence and/or impediment, by the Vice-Chairman. In case also the Vice-Chairman can not chair the meeting, the oldest Board Member will.
10.5 The Board resolutions are valid if more than a half of the Board Members in office are present at the meeting. The resolutions are adopted by an absolute majority of the votes of the Members attending the meeting.
However those Board's resolutions concerning modifications to the articles (to be submitted to the competent authority) shall be adopted with a majority of the two thirds of the Board Members present, except for the following decisions, which shall be made by consensus of all members present:
(i) amendment of the company’s business object excluding any of the business activities;
(ii) modifications in the number of Board members and in appointment procedures;
(iii) quorum for Board meetings and decisions.
Meetings of the Board of Directors may also be held by means of teleconferencing or videoconferencing, on condition that all the participants are identifiable, are allowed to follow the discussion and join, in real time, in the handling of the matters being dealt with, as well as to receive, transmit and review documents. Upon compliance with these requirements, the Board meeting is considered duly held in the place where the Chairman and the Secretary are present, to write up the minutes of meeting and record them in the minute book.
With an equal number of votes, the Chairman or the person who chairs the meeting, shall have the casting vote.
10.6 The Board of Directors can delegate part of its powers concerning the ordinary management to the Chairman and/or to another Member of the Board.
The Board of Directors can also appoint agents for some acts or categories of act.
Section 11) Chairman - Vice-Chairman - Legal Representation
11.1 The Board of Directors appoints between its Members a Chairman and a Vice-Chairman who can substitute the Chairman in case of absence and/or impediment.
In case of absence and/or impediment of both of them, the pro tempore function of Chairman is carried out by the oldest Board Member.
11.2 The Chairman and the Vice-Chairman, as well as the Directors to whom the Board has delegated powers, are authorized to represent the Foundation before third parties and in court, within the limits of the powers themselves.
Section 12) Secretary-General - Scientific Committee
12.1 The Board of Directors can appoint a Secretary-General of the Foundation with powers of ordinary, technical and executive management, according to what is established in the appointment resolution.
In any case, and always within the limits of the Board resolution, the Secretary-General cooperates in the preparation of the programs for the Foundation's activities, takes care of their management after their approval by the Board of Directors and is responsible of their correct execution.
As a result, he manages and coordinates the offices of the Foundation, supervises the activities of all authorities, experts, researchers and external collaborators participating into the Foundation's initiatives.
12.2 The Board of Directors can also appoint a Scientific Committee; the functions and the number of the members are established by the Board itself in the appointment resolution.
The members of the Committee, shall have specific technical and/or economical competencies and experience in the Integrated Water Cycle sector and, in general, in the utility sector.
Section 13) Board of Auditors
13.1 The Board of Auditors is composed by 3 members, 1 chairman and 2 current members, appointed by the Founder.
13.2 The Board of Auditors controls the financial management, verifies the book-keeping, expresses his own opinion on the balance sheets in its report and carries out cash audits.
The audits can be carried out also individually.
13.3 The Board of Auditors remains in office for three financial years and, therefore, until the adoption of the final balance sheet concerning the third financial year of their office.
13.4 The Board of Auditors attends, as matter of law, every meeting of the Board of Directors without having the right to vote and without being taken into account for the purposes of calculating the required majority.
The Auditor’s reports shall be recorded on the appropriate book previously authenticated.
13.5 In case of resignation or of ceasing of one or more of the Auditors, the Founder shall provide to replace them.
14) Financial year – Balance sheet
14.1 The Foundation’s financial year starts on January 1 and ends on December 31 of every year.
14.2 Within four months from the closing of the financial year, the Board of Directors shall draft and approve the balance sheet, including the report of the Board of Auditors.
14.3 The Foundation will not be entitled to distribute, directly or indirectly, any dividend or surplus during its life, unless the destination or the distribution is imposed by the law.
15) Exhaustion of purposes – Termination of the Foundation
15.1 In case of exhaustion of the purposes or of impossibility in their fulfilment, as well as in case of termination of the Foundation for any reason, the assets of the Foundation will be transferred to companies within the Founder group.
15.2 If, for any reason, the winding up of the Foundation is required, the Board of Directors shall appoint three liquidators and define their powers.
16) Delegation clause
The provisions of the Italian Civil Code and the law in force concerning Foundations shall govern what is not provided for in the present articles. |
