ART. 2 – HEAD OFFICE
2.1 The Foundation has its headquarters in the Municipality of Venice (Ve), via A. Penello 5/7, Mestre, or at a different address determined by resolution of the Board of Directors and publicised per the law.

ARTICLE 3 – AIMS AND ACTIVITIES
3.1 The Foundation is a non-profit organisation and pursues civic, solidarity and socially useful goals by carrying out exclusively or principally the following activities of general interest:
d) education, instruction and vocational training, per Law no. 53 of 28 March 2003 and subsequent amendments, as well as cultural activities of social interest with an educational purpose of an inclusive nature and in support of socially fragile groups,
f) interventions for the protection and enhancement of the cultural heritage and landscape, under the Legislative Decree No 42 of 22 January 2004 and subsequent amendments,
(h) scientific research of particular social interest,
i) organisation and management of cultural, artistic or recreational activities of social interest, including activities, also publishing, promoting and diffusing the culture and practice of voluntary work and the activities of general interest referred to in this Article,
k) organisation and management of tourist activities of social, cultural or religious interest, with particular attention to cultural tourism accessibility,
l) out-of-school training, aimed at preventing school drop-out and educational and training success, preventing bullying and opposing educational poverty,
m) instrumental services to third sector organisations provided by organisations composed of no less than seventy per cent third sector institutions,
p) services aimed at the integration or reintegration into the labour market of workers and individuals referred to in Article 2 paragraph 4 of the legislative decree revising the regulations on social enterprises, referred to in Article 1, paragraph 2, letter c, of Law no. 106 of 6 June 2016. Projects are established for the integration into the world of work of individuals with physical and intellectual disabilities,
(q) social housing, per the decree of the Ministry of Infrastructure of 22 April 2808, as amended, as well as any other activity of a temporary residential kind aimed at meeting social, health, cultural, training or employment needs,
(t) organisation and management of amateur sporting activities,
(u) charity, long-distance support, free transfer of food or products as referred to in Law No. 166 of 19 August 2016, as amended, or provision of money, goods or services in support of disadvantaged persons or activities of general interest under this Article.

ARTICLE 4 – OTHER, SECONDARY AND INSTRUMENTAL ACTIVITIES
4.1 The Foundation may carry out activities other than those set out in Article 3 above, provided that they are secondary and instrumental to them and in accordance with the criteria and limits set out in the decree of the Ministry of Labour and Social Policies, according to Article 6 of Legislative Decree no. 117/2017.
4.2 Within the above-mentioned limits, identifying such additional secondary and instrumental activities is referred to the Advisory Committee upon the proposal of the Board of Directors.

ARTICLE 5 – CAPITAL ASSETS
5.1 The Foundation’s assets are used to carry out its statutory activities for the exclusive pursuit of its civic purposes, solidarity and social utility.
5.2. The foundation’s assets are usable for the pursuit of the foundation’s purpose, and consist of:
A) the endowment fund: – initially represented by the initial endowment fund, with a value equal to Euro 30,000.00 and in any case not less than the provisions of Article 22 of the Code of the Third Sector; – subsequently increasable through contributions in cash or of properties, movable and immovable, or of other benefits that can be used to reach the purposes, made by the Founders or by the Participants or in any case by third parties with an explicit restriction of allocation to the endowment fund; – also constituted by movable and immovable properties acquired by the Foundation with the income from the sale of assets included in the endowment fund;
B) from the operating fund made up of – income and revenues deriving from the assets and activities of the Foundation; – any donations, gifts or bequests, which are not expressly assigned to integrate the endowment fund; – any contributions granted by the European Union, the State, local authorities or other public or private bodies; -contributions or donations of money, goods, tangible or intangible, movable or immovable, or other benefits susceptible of economic evaluation, contributions in any form made by the Founders, by Participants or third parties without expressly allocating them to the endowment fund; -revenues from institutional activities, and those secondary instrumental ones; -moveable and immovable, tangible and intangible assets, which are received by the Foundation for any reason, and which are not expressly allocated to the endowment fund, including those purchased by the Foundation itself.

ARTICLE 6 – FINANCIAL YEAR
6.1 The financial year begins on 1 January and ends on 31 December of each year.
6.2 By 30 April of each year, the Governing Board approves the annual financial statements, drawn up in compliance with the provisions of Article 13 of the Code of the Third Sector, as well as the social balance sheet, according to Article 14 of the Code of the Third Sector.
6.3 Any surpluses from annual operations must, first of all, be used to re-establish the endowment fund following reductions in the endowment fund as a result of losses, and just the difference for the enhancement of the Foundation’s activities or for the purchase of capital goods to increase or improve its activities.
6.4 The Foundation is a non-profit organisation and cannot distribute earnings, operating surpluses, funds or reserves, howsoever called, to anyone, even in the case of withdrawal or any other hypothesis of individual dissolution of the association relationship, either directly or indirectly.

ARTICLE 7 – MEMBERS OF THE FOUNDATION
7.1 The members of the Foundation are divided into: Founders and participants.
7.2 The members of the Foundation have the right to examine the Foundation’s books; to do so, they must submit a written request to the Board of Directors with at least five days’ notice; the examination shall take place at the Foundation’s registered office, during office hours, in the constant presence of at least one member of the administrative body and of the control body. The member may be assisted by a professional of his choice who may be required to sign an undertaking of confidentiality. A member who, after examination of the books of the Foundation, discloses data taken from those books may be excluded. In any case, the member may not make copies of the company books.

ARTICLE 8 – FOUNDERS
8.1 The Founders of the Foundation are:
– ‘PIANCA S.P.A.’,
– ‘POLISPORTIVA TERRAGLIO SRL SOCIETA’ SPORTIVA DILETTANTISTICA”,
– “ASSOCIAZIONE CULTURALE *SPIRITO NUOVO*”,
– SCHNEIDER CHRISTINE JUDITH,
– GAGLIARDI VALENTINA.

ARTICLE 9 – PARTICIPANTS
9.1 ‘Participants’ may be individuals and private legal entities that undertake to contribute, on a multi-year basis, to the increase of the Foundation’s balance sheet through the contribution of money, goods, services or any element of the assets that can be economically valued.
9.2 The status of the Participant lasts for the entire period for which the contribution has been duly paid or the service duly performed.
9.3 A Participant is admitted by resolution of the Board of Directors upon the request of the interested party addressed to the same Board of Directors. The resolution shall be notified to the interested party and recorded in the Book of Participants.
9.4 The Board of Directors must justify the decision to reject the application for admission within thirty days and communicate it to the interested parties.
9.5 Within sixty days from the notice of rejection, the person who has submitted the application may request that the Governing Board rule on the application, which will deliberate on the unsuccessful application at its next convocation, unless it is specifically summoned.

ARTICLE 10 – FORFEITURE AND WITHDRAWAL
10.1 Participants who by the end of the financial year (31 December) do not perform the service to which they had committed themselves will forfeit their status and cease to participate in the Foundation.
10.2 In the case of entities and/or legal persons, forfeiture may also occur for the following reasons: – termination of membership for any reason whatsoever; – opening of liquidation proceedings; – bankruptcy and/or opening of insolvency proceedings, including those out of court.
10.3 The Participants may withdraw from the Foundation at any time, subject to their duty to fulfil the obligations undertaken.
10.4 The Founders may withdraw with six months’ notice.
10.5 In addition to the cases provided for in Article 10.2, the Founders may withdraw if they do not participate in at least four consecutive meetings of the Board of Directors.
10.6 In any case, the withdrawing or forfeited Founder is not entitled to the restitution of the amount paid into the Foundation’s assets.

ARTICLE 11 – BODIES AND OFFICES OF THE FOUNDATION
11.1 The organs of the Foundation are: – the Board of Directors; – the Members’ Meeting; – the Board of Administration; – the Chairman and the Vice-Chairman of the Board of Administration (also known as the Chairman and Vice-Chairman of the Foundation); – the Control Body (Single Auditor or Board of Auditors) and the Statutory Auditor, if required by law; – the Scientific Committee and the Scientific Director, (if appointed).
11.2 The Foundation officials are: the General Manager, the Secretary General, and the Administrative Secretary, (if appointed).
11.3 Unless prohibited by mandatory provisions of law, the meetings of the Foundation’s governing bodies may also be held in more than one place, either adjacent or distant, with audio-video connection, in a manner that shall be recorded in the minutes, on condition that the collegial method and the principles of good faith and equal treatment of connected members are respected.
11.4 Unless prohibited by mandatory provisions of law, the Foundation’s governing bodies are considered regularly constituted even in the absence of a formal convocation when all those with voting rights attend the meeting and any other members with the right to participate are present or informed and no one opposes the discussion of the matter.

11.5 ARTICLE 12 – BOARD OF DIRECTORS
12.1 The Board of Directors is composed of the Founders.
12.2 The Board of Directors approves the Foundation’s goals and programmes proposed by the Board of Directors and verifies the overall results of its management.
12.3 In particular – approves the financial statements and the balance sheet; – approves the regulations regarding the organisation and functioning of the Foundation, and those regarding the provision of services, set out by the
Board of Directors; -determines the number of members of the Board of Administration for which it is responsible, providing its total number must be an odd one;
– appoints, establishes their remuneration, the auditing body, including a monocratic body appoints and establishes the remuneration of the Statutory Auditor; – appoints the members of the Scientific Committee and the Scientific Director; – decides on the liability of the members of the organs and promotes liability actions; – decides on any statutory amendments, with the exception of those related to the purpose and aims, with the possibility of supplementing the activities to be carried out, following the update provided for in Article 5, paragraph 2 of Legislative Decree no.
117/2017; – decides on the dissolution, transformation, merger and demerger of the Foundation; – decides on other matters attributed by law or by the statute to the ‘Board of Directors’ or ‘the Assembly’.
12.4 The meeting of the Board of Directors is called by the Chairman of the Board of Administration, on his own initiative or at the request of at least one-third of its members, using suitable means to ensure proof of receipt at least ten days before the date set for the meeting.
12.5 The notice of the meeting must contain the agenda, place and time. It may at the same time also indicate the date and time of the second convocation, which must be set no less than twenty-four hours after the first.
12.6 Meetings are chaired by the Chairman of the Board of Directors or, in the event of his absence or impediment, by the Deputy Chairman, if appointed, or, alternatively, by the most senior member of the Board of Directors.
12.7 Minutes of the meetings of the Board of Directors are recorded and signed by the Chairman of the Board of Directors and the Secretary.

ARTICLE 13 – DELIBERATIONS OF THE BOARD OF DIRECTORS
13.1 The meeting of the Board of Directors is validly convened, in the first convocation, with the presence of two-thirds of the members.
13.2 The second convocation, the Board of Directors is validly convened whatever the number of those present.
13.3 Each Founder has one vote and resolutions are passed with the favourable vote of the majority of those present.

ARTICLE 14 – PARTICIPATION ASSEMBLY
14.1 If Participants are admitted according to Art. 9 of these Statutes, a Participation Assembly is established. The Participation Assembly consists of all Participants and it meets at least once a year.
14.2 The Participation Assembly formulates advisory opinions and proposals on the activities, programmes and goals of the Foundation, either already outlined or to be identified.
14.3 The Participation Assembly shall be called by the Chairman of the Board of Directors, on his own initiative or at the request of at least one-third of its members, by suitable means to ensure proof of receipt at least ten days prior to the date set for the meeting.
14.4 The notice of the meeting must contain the agenda, place and time. At the same time, it may also indicate the date and time of the second convocation, which must be set no less than twenty-four hours after the first one.
14.5 Meetings are chaired by the Chairman of the Board of Directors or, in the event of his absence or impediment, by the Deputy Chairman, if appointed, or, alternatively, by the eldest Director.
14.6 Minutes of the meetings of the Participation Assembly shall be recorded, and signed by the person chairing the meeting and the secretary.

ARTICLE 15 – RESOLUTIONS OF THE PARTICIPATION ASSEMBLY
15.1 The Participation Assembly is validly held firstly in the presence of the majority of the Participants.
15.2 The second convocation, the Participation Assembly is validly held whatever the number of those present.
15.3 Each Participant has one vote and resolutions are passed with the affirmative vote of the majority of those present.

ARTICLE 16 – BOARD OF ADMINISTRATION
16.1 The Board of Administration consists of 5 (five) members, including the Chairman, appointed as follows: – 1 (one) from the non-profit amateur sports association ‘POLISPORTIVA TERRAGLIO SRL SOCIETA’ SPORTIVA DILETTANTISTICA”, under art. 26, fifth paragraph, as recalled by art. 26, last paragraph, of the Third Sector Code; – 1 (one) from the ‘ASSOCIAZIONE CULTURALE *SPIRITO NUOVO*’, according to art. 26 fifth paragraph, as recalled by art. 26, last paragraph, of the Third Sector Code – the remaining from the Board of Directors under art. 26 fourth paragraph, as recalled by art. 26, last paragraph, of the Third Sector Code of which at least one to be appointed among the Participants, if any, according to art. 26 fourth paragraph, as recalled by art. 26, last paragraph, of the Third Sector Code.
16.2 Except for resignation, death or revocation, Board members remain in office until the approval of the financial statements for the third financial year following their appointment and may be re-appointed.
16.3 Any member who, without a justified reason, fails to attend three consecutive meetings may be declared dismissed by the Board of Directors.
16.4 Any member may be dismissed by the person who appointed him/her.
16.5 If one or more members of the Board of Administration cease to serve for any reason, they shall be replaced following the provisions of the first paragraph. The Board Members so appointed shall remain in office until the natural expiry of the term of office of the Board of Administration.
16.6 The Board of Administration provides for the ordinary and extraordinary administration of the Foundation, with criteria of economy, effectiveness and efficiency.
16. 7 In particular, the Board of Administration – establishes the Foundation’s programmes and goals to be submitted annually to the Governing Board for approval; – establishes, where deemed appropriate, the Foundation’s regulations to be submitted to the Governing Board for approval; – decides on the acceptance of inheritances, bequests, donations and contributions; It prepares the annual budget; – It identifies any operative departments or sectors of activity of the Foundation; – It appoints, where appropriate, the General Manager, the Secretary-General, and the Administrative Secretary, establishing their remuneration, qualifications, duties, nature and duration of office.
16.8 The Board of Administration may delegate part of its powers to one or more of its members.
16.9 Meetings of the Board of Administration are called on the initiative of the Chairman or at the request of one-third of the members, by electronic mail, even if not certified, or by any other means suitable for informing all members.
16.10 The Board of Administration is validly established with the presence of the majority of its members in office and passes resolutions by a majority of those present.
16.11 Meeting of the Board of Administration shall be minuted, and signed by the chairman and the secretary.
16.12 Members of the Board of Administration are also entitled to reimbursement of expenses incurred because of their office and proven.

ARTICLE 17 – CHAIRMAN AND DEPUTY CHAIRMAN OF THE BOARD OF ADMINISTRATION
17.1 The Chairman and the Vice-Chairman of the Board of Administration are appointed by the Board of Directors from among its members.
17.2 The Chairman of the Board of Administration has the legal representation of the organisation before third parties, and acts and defends before any administrative or judicial authority, also appointing lawyers or attorneys where necessary.
17.3 The Chairman of the Board of Administration also manages relations with bodies, institutions, public and private enterprises and other organisations, also for the purpose of establishing relations of collaboration and support for the Foundation’s individual initiatives.
17.4 The Deputy Chairman exclusively acts as deputy of the Chairman, to replace him in the event of his absence or impediment.

ARTICLE 18 – SCIENTIFIC COMMITTEE
18.1 The Scientific Committee is constituted by representatives of the university and cultural worlds appointed in variable numbers and without limits by the Board of Directors, with a three-year office term, subject to renewal, which establishes their number for every three years, with the right to increase and change it during the term of office itself, and determines their organisation.
18.2 The work of the Scientific Committee is organised by the Scientific Director appointed by the Board of Directors. It has the task of guiding and supervising the Foundation’s scientific and educational activities.on which it provides the Board of Directors with the programmatic indications and recommendations it deems appropriate.
18.3 Meetings of the Scientific Committee are called by the Scientific Director or the Chairman of the Foundation. The rules on the functioning of the Board of Directors apply to the Committee’s meetings mutatis mutandis.

ARTICLE 19 – CONTROL BODY AND SINGLE AUDITOR
19.1 The control body, single or collective, is appointed by the Board of Directors in compliance with the provisions of Article 30 of the Third Sector Code.
19.2 The provisions of Art. 30 of the Third Sector Code apply to the Single Auditor or the Board of Statutory Auditors.
19.3 In the cases provided for by law, the Board of Directors also appoints a statutory auditor, to whom the provisions of Art. 31 of the Code of the Third Sector apply.

ARTICLE 20 – DISSOLUTION OF THE FOUNDATION
20.1 In the event of the Foundation’s dissolution for any reason whatsoever, its assets shall be devolved, by resolution of the Board of Directors, which shall appoint the liquidator(s), establishing their powers, to other organisations that have similar purposes belonging to the Third Sector, subject to the favourable opinion of the Office according to Art. 45 of the Third Sector Code.

ARTICLE 21 – DEFERMENT CLAUSE
21.1 The provisions of the Third Sector Code, the Italian Civil Code and the applicable laws in force shall apply to all matters not provided for in this statute.

Signed by PIANCA ALDO, GIORGI DAVIDE, GOBBO MATTEO, SCHNEIDER CHRISTINE JUDITH e GAGLIARDI VALENTINA, De Vidi Giulia, Frumusachi Mihaela, Simone Bressan (L.S.)