ARTICLES OF ASSOCIATION
Art. 1 – Introduction – Constitution – Name
1.1 1. The knowledge and good practices belonging to the thousand-year old culture of Oases, originated from the virtuous interaction between desert peoples and their environment, represent a model for all human settlements still today. Created by generations committed to working within the limits posed by the scarcity of primary goods, Oases are a permanent laboratory, where solutions compatible with the natural habitat, have been carefully selected. The set of ingenious rules, thanks to strong social cohesion, produces the Oasis effect, curbs climate change phenomena, ensures food security and at the same time, generates landscapes of rare beauty, of which every component – social, architectural, agricultural, environmental – cannot be separated from one another.
1.2 “LabOasis Foundation” was constituted on the basis of such premises by Violante Pallavicino, its Organizer and Founder, to raise a keen interest in the ecosystems known as Oases, in North Africa, West Africa and the Arabian Peninsula, to revert the trend towards the abandonment and progressive deterioration of those lands and to support local Communities, ensuring active conservation of their historical-cultural and environmental Heritage.
Art. 2 – Registered Office
2.1 The Foundation, operating both in Italy and abroad, has its registered office in Rome, Via del Velabro 4.
2.2 Moving the registered office, now in Rome, does not involve any amendment to the Articles of Association and shall be decided by the Administrative Body.
2.3 For the purpose of carrying out its institutional activities, secondary branches, agencies, offices and any other kind of local units shall be established both on the national territory and abroad upon the Administrative Body’ decision.
Art. 3 – Duration of the Foundation
3.1 The duration of the Foundation shall be unlimited.
3.2 Upon the Administrative Body’s decision and favourable opinion of the organizer and founder, the Foundation, shall be be liquidated and/or terminated at any time.
Art. 4 – Object – Goals – Activities
4.1 The Foundation, which is a non-profit organization, shall have the following object and goals.
4.2 LabOasis Foundation’s object shall be to establish itself as:
a) A pole of excellence for studying, promoting and protecting the ecosystems of anthropic origin known as Oases;
b) A permanent laboratory for researching and testing the adaptation to social and environmental changes;
c) A reference centre for vocational education and technical training projects, for the dissemination of arts and crafts and for long-distance learning, all aimed at countering youth emigration and helping local Communities to continue serving as a “territorial coverage”.
4.3 The main goal of LabOasis Foundation shall be therefore to promote the knowledge and active conservation of this natural, historical-cultural landscape and architectural Heritage, thus favouring economic progress, social wellbeing and protection of the cultural identity of local Communities, as well as global awareness of the relevance of environmental and energy sustainability principles that the Oases cultures developed over the centuries.
4.4 In order to achieve specific socio-economic and scientific results, LabOasis Foundation therefore shall strive to establish:
a) A physical network encompassing the greatest possible number of oasis communities in African and Arabian regions;
b) A global scientific network for the interpretation and simulation of oasis’ models and their environmental adaptation processes;
c) An international institutional network allowing for the establishment of lasting partnerships, which in turn shall ensure the efficacy of the specific development of cooperation projects.
In a spirit of solidarity, LabOasis Foundation shall intend to:
4.5 – Promote communication, information and scientific research on the items laid out in these Articles by:
a) Providing multimedia documentation tools, engaging in publishing work and promoting educational initiatives to spread information on the Oasis ecosystem, coordinating and organizing exhibitions and thematic itineraries, both in Italy and abroad;
b) Seeking recognition of the specific and unique nature of the Oasis ecosystem from national institutions and international bodies, for the purpose of introducing a “World Oases Day”;
c) Organizing study programmes, both in Italy and abroad, including the awarding of scholarships and fellowships, training initiatives and workshops, seminars and experts’ conferences, as well as promoting networking among local Associations, national and international Institutions, NGOs and private entities, in order to share knowledge, projects and skills, and to point out criticalities and propose innovative solutions;
d) Participating in companies, bodies and other Italian or foreign institutions pursuing similar or complementary aims, providing that such participations are closely connected with the pursuit of its own institutional goals;
e) Carrying out any other necessary activity for pursuing the above mentioned institutional and instrumental goals.
4.6 – Promote eco-compatible actions and projects for the protection of biocultural environmental systems in Oases by:
a) Encouraging the deployment of alternative energy from renewable sources and the adoption of solutions for proper management of the waste cycle;
b) Contributing to the recovery, restoration and reuse of traditional dwellings and the protection of local material assets (archaeological, historical, landscape and architectural) in synergy with academic institutions and private entities;
c) Stimulating the implementation of urban reconversion to fight uncontrolled expansion and deterioration caused by inappropriate building techniques;
d) Supporting local practices and traditions (in the farming, irrigation, handicrafts and building fields) and their application and updating (technical and technological) to avoid the loss of plant and livestock varieties and the extinction of animal breeds;
e) Contributing to marketing typical local products, also through the creation and use of an ad-hoc brand;
f) Encouraging the creation of enterprises and cooperative associations in Oases, focusing on female employment;
g) Assisting tour operators in providing innovative and quality services.
4.7 Additionally, the Foundation may seek and/or request funds from European and international bodies and institutions also by participating in specific calls for proposals and carry out movable, real estate and commercial transactions, exclusively connected with its object and goal, including undertaking loans and mortgages, receiving and provide guarantees, sureties and endorsements exclusively in its own interest, providing that the Administrative Body considers them advantageous or favourable to the pursuit of the institutional aims and goals and they do not modify the latter substantially.
4.8 The arrangements and provisions set forth in Art. 5, paragraph 2, letters a), b), c), d), e) and f) of Italian Legislative Decree No. 460/97 shall be declared explicitly applicable, even if they are not already contained in the various articles of these bylaws.
Art. 5 – Capital and assets
5.1 The Foundation capital shall comprise:
a) The endowment fund paid by the Founding Partner, according to the instrument of constitution registered in Civitavecchia, by notary Gianluca Napoleone on 17/07/2015 (Rep. 44.909 – Racc. 21.416);
b) Any other asset, be it movables, real estates, intangible assets, donations, inheritances, legacies, contributions from an external public or private party, from natural or legal person or any body, specifically allocated to increase the capital or thus intended by the Administrative Body;
c) Any other asset, be it material or immaterial, movable or immovable, or any other revenue, including operating surpluses specifically intended for capital increase by the Administrative Body;
5.2 The Administrative Body shall have the ultimate responsibility over on Foundation’s assets investments.
5.3 Revenues on assets and any other revenue not explicitly intended to increase the capital, including public or private contribution and any income from initiatives launched by the Administrative Body, shall be the means necessary for allowing the Foundation activities.
5.4 The management of the Foundation shall be based on the following assets:
a) Income and proceeds from moveable and immovable properties;
b) Sums, donations, contributions and bequests made by any subject, whether public or private, without their explicit allocation to increase the Foundation capital;
c) Moveable and immovable assets received by Foundation, by any person and in any way, without explicit allocation to capital increase;
d) Any income deriving from eventual non-profit activities directly connected with the Foundation purposes;
e) Any other income or proceeds, including operating surpluses, money and movable or immovable property donations, gifts and bequests, public or private contributions – not specifically allocated to capital increase – are the means necessary for allowing the Foundation activities, unless otherwise resolved by the Administrative Body.
Art. 6 – Governing bodies of the Foundation
6.1 The Foundation shall be governed by the following bodies:
a) Administrative Body;
b) Organizing Committee;
c) Scientific Committee;
e) Supervisory Body.
Art. 7 – Administrative Body
7.1 The Administrative Body shall be formed by a Sole Administrator or by a Board of Directors.
7.2 As long as the Founding Partner lives, she shall serve as and hold the position of Sole Administrator for an unlimited time.
7.3 The Sole Administrator shall be free to use the title of Chairman of the Foundation.
7.4 The Founding Partner shall be able to choose, at any time, to appoint a Board of Directors, unless otherwise specified. Equally, in the case of appointment of a Board of Directors, the Founding Partner shall be able to decide to revoke said Board and to reestablish an Administrative Body formed by a Sole Administrator, in the person of the Founding Partner herself or of any other person appointed by the latter.
7.5 The Chairman of the Board of Directors – if appointed – or of the Supervisory Body, shall be responsible for giving notice to FAO (Food and Agriculture Organization of the United Nations) of the Founding Partner’s death and of the consequent takeover.
7.6 The Board of Directors shall be formed by a minimum of three and a maximum of eleven members who remain in office for an unlimited time and are revocable at any time.
7.7 The Founding Partner shall be a rightful permanent member of the Board of Directors, if appointed.
7.8 The members of the Board of Directors shall be appointed, revoked and replaced at any time by the Founding Partner and, upon her death, by FAO.
7.9 Following the Founding Partner’s death, FAO shall take over her position. This Organization shall control all the powers granted to the late Partner in the bylaws, meaning that any reference to the Founding Partner contained in this document shall automatically refer to FAO.
7.10 In the event that, during their assignment, one or more members of the Board of Directors shall leave their office for any reason, including resignations, the Founding Partner – and FAO upon her death – shall indicate a replacement.
7.11 Without prejudice to the device referred to in the previous point, the Member who, without legitimate reason, shall not participate to two consecutive meetings of the Board of Directors, shall be considered dismissed and shall be replaced according to the rules laid down in this article.
7.12 In the event that, during their assignment, the majority of Members leave their office for any reason, the whole Board shall be considered dismissed and it shall be reestablished in accordance with the rules set forth in Art. 7.10.
7.13 The Chairman of the Board of Directors, where no member is indicated by the Founding Partner at the time of appointment, shall be appointed by the Board itself, choosing from among its members.
Art. 8 – Administrative Body’s powers
8.1 The Administrative Body, meaning the Sole Administrator or the Board of Directors, shall be vested with all the powers for ordinary administration and management of the Foundation which include, as a way of example, drawing up and approving the financial statements, recruiting and laying off employees and persons treated as such, accepting inheritances, legacies and donations, purchasing and disposing of moveable and immovable assets, remunerating or reimbursing members of the Administrative Body and the Board of Supervisory Body, amending these bylaws, liquidating the Foundation and appointing the winding-up bodies.
8.2 The Board of Directors shall be able to delegate some of its powers to the Chairman, the Vice-Chairman and to the single Members.
8.3 The Sole Administrator shall be able to appoint general or special attorney, investing them with powers and functions.
8.4 The Sole Administrator or the Chairman of the Board of Directors shall have the responsibility to represent the Foundation with third parties and in Court, as well as signing on behalf of the Foundation.
Art. 9 – Board of Directors’ meetings and quorum
9.1 Meetings of the Board of Directors shall be convened by the Chairman on its own volition or upon request of at least a third of its members, as well as upon request of the Founding Partner, and notice must be given via any tool, even telematic (fax, e-mail, registered letter with acknowledgement of receipt or delivered by hand with receipt, telegram), which can certify its receipt, to be sent at least five days prior to the date of the meeting and, in cases of urgency, no later than 24 hours prior to the meeting.
9.2 The Founding Partner’s request to call a meeting shall be considered urgent, and the meeting shall be convened immediately and without delay by the Chairman, no later than the second day following the request. Upon failure to adhere to the request, the Founding Partner shall be able to directly call the meeting by means of a notice to be forwarded to all members in accordance with the aforementioned summoning formalities. In this case, the meeting shall be set at least 24 hours after said notice.
9.3 The notice shall contain the agenda, the place, the date and the time of the meeting.
9.4 The Board of Directors shall meet every time the Chairman believes that it is necessary to do so, or upon request of the Founding Partner, and anyway at least once a year, by the end of June, for approval of the financial statements.
9.5 The Board of Directors’ meetings shall be chaired by the Chairman or, in its absence, by the Vice-Chairman, if appointed, or, in their absence, by a person appointed by the participants. Thee meetings shall be valid if the majority of the members in office is present. Their presence is intended to be valid also via audio and video connection and/or teleconference. In this case, the Chairman of the meeting and the person compiling the minutes shall have to be both present in the place indicated on the notice and the Chairman shall have to establish the identity of the participants, both physically and virtually, who shall be allowed to discuss and vote the topics on the agenda.
9.6 The Board of Directors shall act by majority of the votes cast by participants. In case of a tied vote, the Founding Partner’s vote shall prevail, as rightful member of the Board. For amending these bylaws, including the resolution to terminate the Foundation and to devolve the remaining assets, a favorable vote from two third of the members of the Board is required, including the Founding Partner’s vote.
9.7 The Board of Director’s resolutions shall be recorded in chronological order on a specifically numbered register, previously endorsed. Every minutes shall be signed in original by the Chairman of the meeting and the person compiling the minutes.
Art. 10 – The Chairman
10.1 The legal representation of the Foundation shall belong to the Chairman, who shall also be able to call and chair the Board of Directors, with the power of signature of the Board’s resolutions. The Chairman shall act against and withstand any judicial or administrative authority, with the power to appoint eventual attorneys determining their duties. The Chairman, in exercising its powers, shall be able to grant powers of attorney for single actions or types of actions.
10.2 The Chairman shall watch over the good performance of the Foundation, ensuring the observance of the bylaws and promoting their reforms where it becomes necessary; it is also its duty to carry out relations with institutions, companies, public and private bodies, also for the purpose of establishing working relationships to support the Foundation’s activities.
10.3 In case of urgency, the Chairman, upon favorable opinion of the Founding Partner, shall be able to adopt measures falling within the field of competence of the Board of Directors, which shall be then submitted for ratification to the same Board, specially convened by the Chairman, within thirty days from the adoption of such urgent measures.
Art. 11 – Organizing Committee
11.1 The Organizing Committee shall be established by a resolution of the Administrative Body and consist of a variable number of members who shall hold office for an unlimited time, until dismissal or resignation, and shall be indicated, appointed, revoked and replaced by the Administrative Body. The Committee shall have as its task to provide technical and professional support to the Administrative Body in the performance of the activities provided for in the object, as well as bringing prestige to the Foundation and increasing its visibility.
11.2 The Committee shall be composed of all those natural persons and representatives of private and public bodies which shall express any particular interest in the Foundation’s goal and which, in the judgment of the Administrative Body, shall be able to:
Provide valuable support and contribute with ideas and professionalism to achieve the Foundation’s goals;
- Promote relations with public and private companies and bodies, both national and international, with national governments, diplomatic and consular representatives, philanthropic institutions, also for the purpose of obtaining funding and donations, to be allocated for the Foundation’s activities;
- Allow their image and their reputation to be used, on a permanent basis, as “testimonials” for the Foundation;
- Contribute financially to its activities.
11.3 The Organizing Committee shall be called upon to give its opinion on which initiatives shall be supported and funded, as well as on the forms and modes with which said initiatives shall be disseminated to the general public.
Art. 12 – Scientific Committee
12.1 The Scientific Committee shall be established by a resolution of the Administrative Body and consists of a variable number of members who shall hold office for an unlimited time, until dismissal or resignation, and shall be indicated, appointed, revoked and replaced by the Administrative Body.
12.2 The Committee shall be composed of all those natural persons of the highest repute and exemplary morality, capable of providing ideas and professionalism in the scientific, cultural and technical field.
12.3 The Scientific Committee shall be called upon by the Administrative Body every time one or more of its members believe that it is necessary, useful and appropriate to do so.
12.4 The meeting shall be convened in the same way as for the Board of Directors.
12.5 The Scientific Committee shall have as its task to provide the Administrative Body with expert opinions on different matters submitted to its evaluation by the latter, as well as studying and devising strategies and general programs for the Foundation, developing advisory guidance and proposals for its activities, and providing representation aimed at enhancing its image both nationally and internationally, whilst disseminating the results thus achieved.
12.6 The Committee shall be called upon to give its opinion on the matters set forth in Art. 4 and on those submitted to their evaluation and examination by the Administrative Body.
12.7 The Committee’s opinion is not binding, but the Administrative Body shall give it due consideration in its decisions, motivating those which, eventually, shall differ from said opinion.
12.8 The Scientific Committee’s meeting shall be considered valid when at least one third of its members is present.
Art. 13 – Secretary-General
13.1 The Secretary-General shall be appointed by the Administrative Body and shall hold office for an unlimited time, until dismissal or resignation.
13.2 The Secretary-General shall assist the Administrative Body and provide advice and professional support and, eventually, also its activities, cooperating in organizational, judicial, administrative and promotional issues, as well as in its relations with other bodies and institutions.
Art. 14 – Compensation
14.1 All the positions within the Foundation’s organization shall not be remunerated. Those persons holding a directorship shall be reimbursed of those expenses born whilst fulfilling their task.
14.2 The Board of Directors, by an absolute majority and upon favorable vote of the Founding Partner, shall be able to grant compensation, determining its nature, to the Chairman, the Vice-Chairman and the various Members, upon assignment of specific and extraordinary task which exceed those related to the office.
Art. 15 – Supervisory Body
15.1 The accounting management shall be carried out by a body appointed and/or indicated by the Founding Partner, which shall present any one of the following structures:
a) A Board of Statutory Auditors, composed of three standing auditors and two alternate members;
b) A single auditor or an auditing company listed in the Register of Independent Auditors.
15.2 The Supervisory Body – mandatory only following the recognition of the legal personality of the Foundation and subsequent registration in the national register of legal persons – shall exercise both legal (compliance with the law and the bylaws and the principles of sound governance, adequacy and actual functioning of the organizational, administrative and accounting structure) and accounting management, as well as checking the financial statements.
15.3 The Supervisory Body shall hold office for three years.
15.4 The Founding Partner, or the Administrative Body, whether they believe it is necessary to do so, shall be able to directly issue other statutory, administrative and accounting checks, through another trusted natural or legal person appointed by them which, in each case, shall be asked to perform a different check.
Art. 16 – Financial year
16.1 The financial year coincides with the calendar year, and thus begins on the first of January and ends on the thirty-first of December of each year.
16.2 The financial statements shall be drafted by the Administrative Body, in accordance with articles 2423 and following of the Italian Civil Code, mutatis mutandis, taking into account the specificities of the Foundation.
16.3 Within 180 days from the end of the fiscal year, the Administrative Body shall approve the balance-sheet of the previous year, together with the report of the Supervisory Body.
Art. 17 – Non-profit status of the Foundation
17.1 The Foundation is a non-profit association.
17.2 The direct or indirect distribution of profits and operating surpluses, as well as funds, reserves and capitals during the life of the Foundation is forbidden.
17.3 Unless established otherwise by the Administrative Body, profits and operating surpluses shall be allocated for the ordinary management of institutional activities.
Art. 18 Amendments to Articles of Association
18.1 Any amendment to these bylaws shall be resolved by the Administrative Body. Were this body to be formed by a Board of Directors, the resolution shall require the favorable vote of two thirds of its members, including the Founding Partner’s vote.
18.2 Were the Foundation to request and obtain recognition of the legal personality, the resolution shall be submitted to the reference authority for its approval in the manner prescribed by the current legislation.
Art. 19 – Termination – Liquidation
19.1 In case of termination of office or liquidation, a resolution by the Administrative Body is required. Were a Board of Directors in charge of the Foundation at the time, the resolution shall require the favorable vote of two thirds of its members, including the Founding Partner’s vote.
19.2 The Board of Directors, with the same majorities, shall appoint one or more winding-up bodies, which shall be vested with all the powers of ordinary and extraordinary administration needed to carry out the liquidation procedure. Following their appointment, all other directorships shall be automatically dismissed.
19.3 In the case of termination, for any reason, the Administrative Body, or the winding-up body, shall devolve the remaining assets to FAO.
Art. 20 – Final provisions
20.1 For all such matters that are not expressly provided for in these Articles of Association, the provisions of the law shall be applied.
20.2 For this purpose, the provisions set forth in Italian Legislative Decree 460/97, including, in particular, those provisions referred to in Italian Presidential Decree 917 of 22/12/86, Art. 148, paragraph 8, letter a), b), c), d), e) and f), shall be declared explicitly applicable, even if they are not already contained in the various articles of these bylaws.