European Research Institute

on Cooperative and Social Enterprises

 European Research Institute
on Cooperative and Social Enterprises

Euricse
1. WHY A STUDY CENTRE ON COOPERATIVES
AND SOCIAL ENTERPRISES

The years since the 1980s have seen the largely unex-
pected and widespread development in all countries
of non-profit enterprises. Evident on the one hand has
been the widespread growth of cooperative forms, and
on the other, the consolidation of non-profit organiza-
tions created to deliver services of collective interest and
now generally known as “social enterprises”. Nonprofit
organizations, cooperatives and social enterprises have
contributed significantly to the economic development
and the social cohesion of many local and national com-
munities.
Italy has been at the centre of these processes. Although
for many years and still today it is widely believed that
the cooperative form is bound to have an economically
modest if not marginal role, in the past twenty years the
value added and employment growth rates of coopera-
tives have been markedly higher than the average for the
economy. This dynamic, though in different ways, has im-
pacted on all activity sectors, even the traditional ones.
Moreover, it is in Italy that the concept of social enter-
prise was used for the first time with reference to social
cooperatives. This innovative form of cooperative enter-
prise with an explicit social purpose was recognised by
law in 1991 and subsequently adopted by several coun-
tries including France, Poland and South Korea. Italy has
also contributed to the development of scientific and po-
litical analysis of this new way of doing business, which

3
was followed by the adoption of the English Act on the
‘Community Interest Company’ and of the Italian law on
social enterprise.
Unlike in previous periods, this dynamism of cooperative
and social enterprises does not seem to have been due to
conjunctural factors; it is rather the consequence of struc-
tural changes, and in particular of the evolution of needs,
and consequently of increasingly differentiated demand
for services not only to individuals but also to the com-
munity (social, cultural, relational and environmental). This
concerns activities for which neither for-profit enterprises
nor public institutions have the same competitive supe-
riority as when demand was homogeneous and oriented
primarily towards private goods and services. As a result
of these changes, cooperative and social enterprises can
today claim significant competitive advantages in that they
can respond to demand efficiently and effectively.
However, this evolution has not been accompanied by ad-
equate research and training. Research institutes on coop-
eration have not been promoted, and they have been una-
ble to overcome the fragmentation due to the tendency to
favour national organizations and their specific concerns.
In recent years, few new research centres on cooperation
have been established. As a consequence, cooperative
studies, particularly theoretical ones in the economic and
organisational fields, have not kept abreast of the times.
Some prestigious journals on cooperative studies have
folded. Theoretical and empirical research on cooperation,
particularly on a international and comparative scale, has
declined, and the number of young researchers interested

4
in this form of enterprise has not increased. The coopera-
tive enterprise has virtually disappeared from economic
textbooks.
This inadequate development of scientific research has
harmed the cooperative movement, which has found itself
without reference points and forums in which to develop
strategies and analyse problems. Moreover, this has also
inhibited the adoption by public authorities of regulato-
ry and support measures coherent with the cooperative
model and with current trends. On the other hand, great-
er dynamism in terms of research is apparent in regard to
the subject of nonprofits and social enterprises, but in this
case, too, these are initiatives with a still weak cultural and
political impact. Finally, there still persists a separation be-
tween cooperative and social enterprise studies, despite
the prevailing conviction that joint analysis of the two phe-
nomena could yield results useful for interpretation and
policy-making. There are therefore the conditions and an
increasingly felt need to re-launch cooperative studies and
to strengthen those on nonprofits and social enterprises.
A contribution in this direction is made by the creation of
Euricse a centre for analysis and debate with a high scien-
tific profile but at the same time open to the direct par-
ticipation by the cooperative and social entrepreneurship
movement itself: an institute open to collaboration with the
scientific community and which in particular aims to attract
and support young researchers interested in the analysis of
non-profits, cooperatives and social enterprises. This would
be an institute of international scope organised so that it is
involved primarily and predominantly in research and ad-

5
vanced training and also intended to encourage conversa-
tion and synergies among existing research centres. At the
same time it would be able to engage in dialogue within
the cooperative and social entrepreneurship movement
and, in general, with the institutions concerned with these
forms of enterprise, as well as with the relative economic
and social policies.

2. WHY IN TRENTINO

There are several reasons why such a research Institute on

cooperative and social enterprises would be ideally locat-
ed in the province of Trento.
Firstly, Trentino is an area with an extraordinary amount
of both cooperatives and social enterprises, as attested
by the presence of about 600 cooperatives with 227,000
members active in credit, consumption, agriculture, hous-
ing, general services and, in particular, social services.
There are also several associations engaged in the delivery
of community services.
The increasingly numerous international and European del-
egations that visit these socio-economic organizations con-
sider Trentino to be a proving ground for Italy and Europe.
Owing to its tradition, history and size, Trentino represents
a case of local development to which the cooperative and
associational forms have made important contributions. It
is therefore a model that lends itself to analysis and study;
but it is also a system of enterprises able to sustain the ac-
tivities of the new Institute with its own resources.

6
Secondly, Trentino’s institutions pay particular attention to
investments in training and research as well as to the devel-
opment of cooperatives and social entrepreneurship. In re-
cent years, in particular, the Provincia Autonoma of Trento
has identified support for scientific research and advanced
training as one of the key components of its economic
policy, allocating to these activities a significant amount
of resources. In this it has been flanked by the Fondazione
Cassa di Risparmio di Trento e Rovereto, which invests in
the same strategy. It is therefore natural that an Institute on
cooperative and social enterprise studies should receive
support from these institutions.
Thirdly, the University of Trento, as a major contributor to
the modernisation of the province, is able both to support
Euricse and ensure that it has an international dimension.
The University has already developed close cooperation
with national and international partners. It is characterised
by the high mobility of its academic staff, researchers and
students and by increasing commitment to the training of
young researchers and the creation of research groups of
international scope. Moreover, in recent years the University
of Trento has decided to organise part of its research ac-
tivity through the joint creation with non-academic part-
ners of highly specialised institutes and research centres
with full management autonomy. One of these, the Istituto
Studi Sviluppo Aziende Nonprofit (ISSAN), is active in re-
search on cooperative and social enterprises and is already
linked to similar centres in Europe. It is an association of
about 50 organizations, including cooperatives, consortia,
foundations, associations, the university and local authori-

7
ties; and it involves many university lecturers, as demon-
strated by its more than 350 publications in its ten years
of existence. This particularly close attention paid by the
University of Trento to cooperation and social-enterprise
related themes will be further enhanced by the signing in
2005 of a multi-annual agreement with the Federazione
Trentina della Cooperazione, according to which the
University undertook to increase research activity and offer
study programmes on cooperative enterprises.
Lastly, the geographic position of Trentino itself, situ-
ated between the Mediterranean area and the Northern
European countries, is a strategic reason for establishing
Euricse in Trento. With the enlargement of the European
Union, Trentino is increasingly encouraged to open out
to the Balkans and to provide those regions with its cul-
ture of cooperative and social entrepreneurship in order
to encourage sustainable and participatory development.
Also in consideration of Trento’s distinctive position, the
OECD (Organisation for Economic Co-operation and
Development) has established a centre of local enterprise
development in Trento.

3. WHY EUROPEAN

Although they share principles and rules at international level,

cooperatives, social enterprises and nonprofit organisations
are subject to different national regulations that have con-
tributed to the development of particular models. Among
these, the European cooperative model is distinguished by

8
various common features. For more than a century and a
half, cooperation has made an important contribution to
the social and economic development of European coun-
tries, particularly in periods of major structural changes, and
to the creation of their social model. Despite differences
among countries, cooperation is an important component
of the European economy, and social enterprises constitute
an essential component in social services provision.
One element decisive in determining these outcomes has
been legislation and a set of policies that have enhanced
the social and communitarian function of the cooperative
form, and which have encouraged its development and
consolidation. The same applies to associations, more so-
cially regulated than in other continents, and to initiatives
in social entrepreneurship.
Over the years, Europe has developed a long tradition of
cooperative studies. Leading economists, political scien-
tists and sociologists have devoted an often significant part
of their scientific activity to the study and promotion of the
cooperative enterprise. This tradition of research needs to
be re-launched and expanded to include the new forms
of social entrepreneurship, primarily from a comparative
perspective, in order to determine whether the regulatory
structures and the social support systems are still relevant,
or whether they should be revised in light of recent devel-
opments. This will also provide a response to the interest
expressed by Central and Eastern Europe in cooperation,
specifically in order to understand how it can contribute to
the economic development of those countries and to their
provision of social collective interest services.

9
The importance of an European approach to the study of
cooperation and social enterprise is highlighted by the
progressive strengthening of the European Union and of
its powers concerning regulation and support, particularly
in the economic and social areas. This had led, and will do
so even more in the future, to a progressive alignment of
national provisions, also in regard to cooperatives, social
enterprises and nonprofit organisations. To ensure that this
process does not result in the conflation of forms of enter-
prise to one or a few models, it is necessary to improve
current knowledge about the characteristics and potential
of the cooperative and social enterprise form.
Over the last few years the European cooperative move-
ment has established bodies able to converse with the
Community institutions and with a newly-established rep-
resentation body in Brussels. Euricse proposes itself as a
natural interlocutor for these bodies and, in general, for the
Community institutions.

4. THE OBJECTIVES

Firstly, Euricse is developing, from an international and

multidisciplinary perspective, studies and research on co-
operatives, social enterprises and nonprofit organisations.
Secondly, Euricse is encouraging the dissemination of the
results of this research among researchers and scholars and
also among cooperative and social entrepreneurs, manag-
ers and representatives. To this end the Institute is com-
mitted to:

10
1. advancing analysis on the specificity and the role of the
cooperative and social enterprises in different national
and local contexts by carrying out and promoting theo-
retical and empirical research, verifying the coherence
between such specificities and existing legal frame-
works, governance models and management practic-
es; this activity will be undertaken in collaboration with
centres and institutes in Europe and internationally in-
terested in and working on similar issues and through
active participation in research networks;
2. encouraging exchanges among researchers from dif-
ferent countries, particularly young researchers in the
first stages of their research careers, and between
them and the heads of the organisations representing
the nonprofit, cooperative and social enterprise move-
ment, as well as administrators and managers;
3. developing proposals for ownership, governance and
management models coherent with the specific nature
of cooperative and social enterprises in order to encour-
age their growth and evolution, as well as proposals for
public policies and innovative support measures;
4. carrying out advanced training from a European and in-
ternational perspective for both young people and ad-
ministrators and managers of the cooperative movement
5. promoting and disseminating a correct and up-to-date
culture of cooperation and social entrepreneurship
among key representatives of the cooperative move-
ment and of national and international institutions
6. systematically collecting comparable information on co-
operative and social enterprises, making it of easy ac-

11
 cess to both scholars and representative organisations
7. promoting cooperative and social enterprise scientific
publications
8. promoting and pioneering innovative forms of coop-
eration

5. THE ACTIVITIES

1. National, international and comparative empirical and

theoretical research, from the historical, economic and le-
gal perspectives, on topics concerning cooperative and
social enterprises and non-profit organizations, encourag-
ing the involvement of young researchers in particular;
2. training schemes for young graduates and the manag-
ers of cooperatives, social enterprises and non-profit
organizations, also organized in collaboration with
Italian and international institutions;
3. networking, in order to develop and promote the
Foundation’s research at European level by encourag-
ing relationships with other organizations in the sector.
The intention is also to create a network of research
institutes in Europe concerned with cooperation and
social enterprise;
4. the dissamination of research results, also in order to
promote the creation and management of cooperative
and social enterprises and non-profit organizations;
5. consultancy to cooperatives and social enterprises on
managerial and organizational matters, above all legis-
lative and fiscal.

12
6. INSTITUTIONAL STRUCTURE

Euricse assumes the form of an associational foundation,

with private legal non-profit personality and endowed with
full statutory and managerial autonomy. The Foundation
has three categories of members:
- Institutional Members, founders of the Institute, which
ensure its continuity;
- Ordinary Members, all subjects contributing significant
resources to the Institute’s assets or operations;
- Associate Members, public or private bodies other than
those indicated above which assist with the institute’s
activities by means of an annual contribution, also of a
minor amount, or with other resources or competences.
The status of Institutional Member is permanent, except on
disclaimer by the party concerned; the statuses of Ordinary
and Associate Member are instead temporary, the former
for a duration of seven years, the latter for one year or a
multiple thereof.
The Bodies of the Foundation are:
- The Board of Institutional Members, formed of the
legal representatives of the Institutional Members
and their delegates. It has competences concerning
change to the Statute, dissolution of the Foundation,
appointment of its President, Vice-President and mem-
bers of the Management Committee, institution of the
Advisory Board.
- The Steering Committee, formed of representatives of all
the Institutional and Ordinary Members, undertakes the
functions of steering and supervising the Foundation’s

13
 activities; in particular, it approves the multi-year plan-
ning documents, appoints the Board of Auditors, ap-
proves the budget and the statement of accounts.
- The Management Committee is composed of the
President and between three and eight members elect-
ed from the Board of Institutional Members. It deliber-
ates on matters concerning the activity of the Foundation
and fulfilment of its aims, in accordance with the direc-
tives issued by the Steering Committee; deliberates on
the admission of new members, draws up the budget
and the statement of accounts; deliberates on every ac-
tion concerning the Foundation’s assets and finances;
defines the organizational structure of the Foundation.
- The President is elected by the Board of Institutional
Members upon proposal by the Rector of the University
of Trento. S/he is the legal representative of the
Foundation. S/he convenes and presides over the Board
of Institutional Members, the Steering Committee and
the Management Committee.
- The Board of Auditors is composed of three members
elected by the Steering Committee who supervise the
administrative management of the Foundation.
- The Advisory Board is composed of 4-5 members with
highly recognized scientific expertise whose function is
to ensure that the activities undertaken by Euricse are
consistent with its statuary purposes and of an ade-
quate scientific quality.

14
7. FORMS OF CONTRIBUTION AND SUPPORT

It is possible to join Euricse both by becoming Member and

by supporting its activities. To become Member an applica-
tion form should be submitted to the Steering Committee.
Members are accepted according to the regulations estab-
lished by Steering Committee.
It is possible to support Euricse even without becoming
Member. National and international institutions, entities of
the cooperative and social enterprise movement and pri-
vate corporations can support research and training on the
themes of interest to the Institute through the following
tools:
- grants or scholars, for students attending a PhD pro-
gramme or at the last stage of their educational path
(post-PhD);
- contribution to specific research projects, training pro-
gramme, events promoted and organized by Euricse;
- donation and sponsoring.

8. INFORMATION

Further information concerning the organization of Euricse

and how to become Member can be obtained on the web
site www.euricse.eu, writing to the following email ad-
dresses: [email protected], [email protected]

or by telephoning:
+39 0461/883103

15
- STATUTE -
 Article 1
CONSTITUTION
DENOMINATION - OFFICES

1 – Hereby constituted is

EURICSE
European Research Institute
on Cooperative and Social Enterprises

(Istituto Europeo di Ricerca

sull’Impresa Cooperativa e Sociale)

henceforth denominated “Institute” or “Foundation”.

2 – The Institute is founded by initiative of the Federazione
Trentina della Cooperazione, the University of Trento
and Cooperatives Europe, in continuity with the ISSAN
- Istituto Studi Sviluppo Aziende Nonprofit and with the
support of Provincia Autonoma di Trento.
3 – The Institute is constituted as an associational foundation.
It has private non-profit legal personality and operates with
full statutory and management autonomy. The Foundation
may distribute, either directly or indirectly, profits or
operating surpluses, as well as funds, retained earnings or
capital during the life of the entity. Profits and operating
surpluses must, in all cases, be directly reinvested for pursuit
of the Institute’s activities and those connected therewith.
4 – The Institute has its registered office at Trento. It may
establish temporary or permanent branch or representa-
tive offices in Europe and elsewhere.

19
 Article 2
AIMS

The Foundation shall promote and develop study and

research on cooperative and social enterprises, and
non-profit organizations more generally, and on their
contribution to economic and social development, from
an international and multidisciplinary perspective. The
Foundation also promotes the cultural and professional
growth of social and cooperative entrepreneurs, as well
as the managers and administrators of those organiza-
tions, supporting their innovative strategies and prac-
tices.

Article 3
ACTIVITIES

In pursuit of these aims the Foundation shall under-

take:
a. national, international and comparative empirical
and theoretical research on topics concerning co-
operatives, social enterprises and non-profit or-
ganizations, fostering the involvement of young
researchers in particular.
b. training schemes for young people, European
and Italian managers of cooperatives, social en-
terprises and non-profit organizations, on its own
account or in collaboration with the University of
Trento and Italian and international universities.

20
 c. promotion and consultancy addressed in particu-
lar to the organizations concerned and their repre-
sentative bodies, as well as to subjects intending
to undertake cooperative, social and non-profit
initiatives.
d. activities and initiatives in piloting and promoting
these organizational forms and, in particular, those
initiatives undertaken with a view to cooperation
to promote international solidarity and coopera-
tion for development may contribute to the eco-
nomic and social growth of countries encounter-
ing difficulties and delays of development.
The Foundation may use all the instruments and equip-
ment necessary to assure the accomplishment of the
activities listed, including libraries, websites, journals
and publications.
The Institute shall carry out its activities mainly in
Europe, but it may develop initiatives, autonomously
or in collaboration with other entities, in any country of
the world.
In compliance with its institutional aims, the Foundation
may, in Italy and abroad, undertake any lawful opera-
tion that it deems necessary, useful or opportune for
achievement of the above-mentioned aims, and any
economic, commercial and financial activity and trans-
action concerning assets and immoveable or moveable
property. To the same ends, it may assume non-major-
ity shareholdings in joint-stock companies thereby par-
ticipating in entities other than associations, commit-
tees, foundations, and others.

21
 Article 4
MEMBERSHIP

1 – Any private or public body may become a Member of

the Institute provided they share its aims and intend to
contribute to its activities.
2 – Members are divided as follows:
a. Institutional
b. Ordinary
c. Associate
3 – The Institutional Members are: Università degli Studi
di Trento, Federazione Trentina della Cooperazione,
Cooperatives Europe. Institutional Membership is perma-
nent unless relinquished by the body concerned.
4 – Ordinary Members are those indicated as such in the arti-
cles of association, as well as other subjects which contribute
significant resources to the Institute’s assets or operations in
accordance with the regulations established by the Steering
Committee. Ordinary Member status is temporary and has a
duration of seven years, which is renewable.
5 – Any public or private body, other than those men-
tioned above, may become Associate Members if they
contribute to the activities of the Institute with a lump-
sum or annual contribution, or other resources or skills,
in accordance with the regulations established by the
Steering Committee. Associate membership is temporary
and normally renewable on a yearly basis.
6 – Members, whether Institutional, Ordinary or Associate,
cannot repeat the contributions submitted nor claim own-
ership rights.

22
 Article 5
ASSETS

The initial assets of the Foundation consist of:

a. the contributions made by the Institutional and
Ordinary members;
b. other proceeds, of whatever form, allocated to as-
sets by the Management Committee;
c. public and private contributions;
d. all other goods, moveable or immoveable, acquired
and allocated to assets;
e. any operational surpluses allocated to assets on ap-
proval of the statement of accounts.

Article 6
BODIES

The following are bodies of the Foundation:

a. the Board of Institutional Members;
b. the Steering Committee;
c. the Management Committee;
d. the Chairman;
e. the Board of Auditors.

23
 Article 7
THE BOARD OF INSTITUTIONAL MEMBERS

1 – The board is composed of the legal representatives

of the Institutional Members or their delegates.
2 – It meets at the request of the Chairman and must
convene promptly when requested to do so by at least
one Member.
3 – The Board decides on matters concerning:
a. modification to the statute
b. dissolution of the Foundation
c. appointment of the Chairman and the members of
the Management Committee and their remunera-
tion
4 – The Board is presided over by the Chairman or, in
his absence or impediment, by the Vice Chairman. The
Board is convened by the dispatch of a registered let-
ter or any other means that provides proof of receipt.
In the case of convocation by fax, e-mail or other similar
means, the notification must be sent to the specific fax
number or e-mail address provided by each member.
The convocation must specify the date, place and time
of the meeting, and state the agenda. The convocation
must be sent at least thirty days before the meeting.
Attendance at the meeting is also permitted by telecon-
ference or videoconference, provided that all partici-
pants can be identified and that they are able to follow
the discussion and intervene in real time on the matters
discussed. If these conditions are fulfilled, the commit-
tee meeting is considered to be held on the premises

24
where the Chairman and secretary are located.
5 – In order to ensure that the activities undertaken by
the Institute are consistent with its statutory purposes
and of adequate scientific quality, the Board may insti-
tute an Advisory Board, which reports to the Steering
Committee, determining its composition, tasks, duration
and remuneration.
6 – Decisions are taken by majority of at least 2/3 of
members.

Article 8
STEERING COMMITTEE

1 – The Steering Committee consists of representatives

from all the Institutional and Ordinary Members.
2 – The Committee performs the general function of di-
rection and control over the Foundation’s activities. In
particular, it is responsible for decisions regarding:
a. approval of multi-year planning documents pre-
pared by the Management Committee.
b. appointment of the Board of Auditors.
c. approval of the regulations regarding the admis-
sion of Ordinary and Associate Members.
d. approval of the forecast and final balance sheet.
e. expression of opinions on any matter raised by the
Management Committee.
3 – The Committee shall meet at least twice a year.
4 - The Committee is convened by the Chairman, or on
request by the Management Committee, or on request

25
by at least two Institutional Members and one tenth of
the Ordinary Members. The Committee is convened by
the dispatch of a registered letter or any other means that
provides proof of receipt. In the case of convocation by
fax, e-mail or other similar means, the notification must
be sent to the specific fax number or e-mail address
provided by each member. The convocation must specify
the date, place and time of the meeting, and state the
agenda. The convocation must be sent at least thirty
days before the meeting. Attendance at the meeting is
also permitted by teleconference or videoconference,
provided that all the participants can be identified and
that they are able to follow the discussion and intervene
in real time on the matters discussed. If these conditions
have been fulfilled the committee meeting is considered
to be held on the premises where the Chairman and
secretary are located. The Committee is quorate with
the presence of a majority of its members with voting
rights.
5 – Decisions are taken by majority vote.

Article 9
MANAGEMENT COMMITTEE

1 – The Management Committee is composed of the

Chairman and three to eight members elected by the
Board of Institutional Members.
2 – The members of the Committee may be re-elected.
3 – If during the mandate one or more of the members

26
of the Committee are missing for any reason they shall
be replaced forthwith by convocation of the Board for
designation of the new member. The mandate of this
latter expires with that of the Committee of which s/he
is part.

Article 10
POWERS AND FUNCTIONING

1 – The Management Committee exercises all the powers

of ordinary and extraordinary administration. The tasks of
the Management Committee are the following:

a. deliberate on matters concerning the activities of the

Foundation in pursuit of its aims and according to the
Board of Management’s directives, undertaking all
the initiatives necessary.
b. prepare the budget and financial statement and
relative reports for submission to the Board of
Direction.
c. deliberate on any other action concerning assets
and financial matters.
d. define the organisational structure of the Foundation,
attributing the relative positions and establishing re-
munerations.
e. deliberate on the admission of new Members on the
basis of the regulations approved by the Steering
Committee.

27
2 – The Committee meets as and when necessary, but
normally every two months. The majority of members
must be present for a meeting to be quorate. The
Committee is convened by the dispatch of a regis-
tered letter or any other means that provides proof of
receipt. In the case of convocation by fax, e-mail or
other similar means, the notification must be sent to
the specific fax number or e-mail address provided by
each member. The convocation must specify the date,
place and time of the meeting, and state the agenda.
The convocation must be sent at least seven days, or
two days in the case of urgency, before the date set for
the meeting. Attendance at the meeting is also permit-
ted by teleconference or videoconference, provided
that all the participants can be identified and that they
are able to follow the discussion and intervene in real
time on the matters discussed. If these conditions have
been fulfilled, the committee meeting is considered to
be held on the premises where the Chairman and sec-
retary are located.
3 – Decisions are taken by majority vote of those present.
In the case of a draw, the Chairman has the casting
vote.
4 – The Committee can delegate special powers to one
or more of its members and determine the limits of the
delegation.
5 – In support of the Institute’s activities, particularly
that of research, the Committee may institute a Scientific
Committee, determining its functions, duration, compo-
sition and possible remuneration.

28
 Article 11
THE CHAIRMAN

1 – The Chairman of the Management Committee is

elected by the Board of Institutional Members on the
proposal of the Rector of the University of Trento. He or
she must be a person with an established reputation and
experience in matters of university research and teaching
in the fields of interest to the Institution. S/he remains in
office for four years and is re-electable.
2 – The Chairman is the legal representative of the
Foundation. S/he convenes and presides over the Board
of Institutional Members, the Steering Committee and
the Management Committee. He ensures execution of
the provisions decided.
3 – If the Chairman is absent or impeded, his functions
are performed by the Vice Chairman.
4 – With regard to third parties, the registrar of compa-
nies, the public debt administration and other public of-
fices, the signature of any one of the subjects indicated
in the previous section suffices to establish the absence
or impediment of the Chairman and to release third par-
ties, including public offices, from any interference and
liability concerning limits of representational power for
the acts to which the signature refers.

29
 Article 12
THE BOARD OF AUDITORS

1 – The Board of Auditors is composed of three mem-

bers, of which one is the Chairman, nominated by the
Steering Committee.
2 – The Board is responsible for supervision of the
Foundation’s administrative management, as well as
compliance with the law and with the Statute.

Article 13
ANNUAL REPORT
AND FINAL STATEMENT OF ACCOUNTS

1 – The business year coincides with the calendar year.

2 – The annual report specifies the activities undertaken
and contains the assets and profit and loss accounts, the
annex, and the social balance sheet. It must provide a clear
and accurate account of the activities undertaken in the
course of the year, both operationally and financially, stat-
ing the results achieved.
3 – The statement must be drawn up in accordance with
article 2423 of civil law, where compatible, taking account
of the distinctive nature of the Institution; the social balance
sheet shall be compiled in accordance with the provisions of
art. 10 c. 2, of legislative decree no. 155 of 24 March 2006.
4 – The annual report is compiled by the Management
Committee and submitted to the Steering Committee for
approval.

30
 Article 14
BUDGET

Before 30 November of each year, the Management

Committee must submit the budget for the following year
for approval by the Steering Committee.

Article 15
DISSOLUTION

If for any reason the Foundation must cease its activi-

ties, the residual goods after liquidation shall be trans-
ferred to bodies undertaking similar activities identified
by the Board of Institutional Members, on advisement
by the control body envisaged by art. 3, co. 190, L. 23
December 1996, no. 662 (Agenzia per le Onlus), unless
the law provides otherwise.

Article 16
TRANSITIONAL NORM

The bodies of the Foundation shall be able to act

immediately and validly in the composition determined
by the Promoting Founders in the act of constitution
and will subsequently be integrated. The components
the bodies thus nominated will remain in office until
approval of the statement of accounts relative to the
second financial year following their appointment.

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