(Translated from the Italian original which remains the definitive version)
Fondazione Accademia d’Arti e Mestieri dello Spettacolo Teatro alla Scala
INCORPORATION – NAME
1.1 The Teatro alla Scala Foundation has the objectives assigned to it by law and its bylaws: “the training of artistic and technical middle managers”.
1.2 With the intention of pursuing said objectives and fostering the enhancement and preservation of its artistic, historical and cultural heritage, Fondazione Teatro alla Scala di Milano (hereafter also the “Teatro alla Scala Foundation” or the “Teatro alla Scala di Milano Foundation”) promotes the establishment of the Foundation known as “Accademia d’arti e mestieri dello spettacolo Teatro alla Scala” (hereafter the “Foundation”).
1.3 Without prejudice to its legal and formal independence, the Foundation is established and works towards the pursuit of objectives that are consistent and compatible with those of the Teatro alla Scala Foundation and, in the areas of activity stated at article 1.1, is the means by which the Teatro alla Scala Foundation achieves such objectives.
1.4 Camera di Commercio Industria Artigianato e Agricoltura di Milano (the Milan Chamber of Commerce), Università Commerciale Luigi Bocconi di Milano (the Luigi Bocconi University, Milan), Politecnico di Milano (Milan Polytechnic) and Fondazione Teatro alla Scala di Milano (as above) are the co-founders of the Foundation.
1.5 The use of the term “Teatro alla Scala” is permitted for an indefinite period of time under license from Fondazione Teatro alla Scala di Milano.
2.1 The Foundation has its registered office in Via S. Marta 18, Milan. The address of the Foundation’s registered office may be transferred by resolution of the Board of Directors.
2.2 The Foundation may set up secondary offices, representative offices, other offices and delegations in Italy and abroad at which it performs ancillary activities as a means of achieving its objectives.
3.1 The Foundation is a non-profit organization and pursues its objectives in the Lombardy Region of Italy.
3.2 Following in the footsteps of the artistic and cultural tradition of La Scala theatre in Milan, the Foundation’s role is to promote, foster and increase the teaching, training, updating and orientation of anyone intending to dedicate themselves, or already dedicating themselves, to activities relating to culture, the musical arts and the theatre, in particular the training of artistic, technical and administrative middle managers, fostering or encouraging all initiatives designed to extend and spread the knowledge of these disciplines.
3.3 In order to reach its objectives the Foundation intends to:
a) organize and carry out training and improvement courses for practicing the various professions in the performing arts sector;
b) implement and foster programs and initiatives in support of the training and education of young people, including by way of collaborating with public and/or private entities and receiving grants from such bodies;
c) implement and manage, directly and indirectly, schools of any type or level as well as, in general, educational, cultural and recreational services;
d) arrange premises and services designed to facilitate the setting up and consolidation of research initiatives, high-school, university and post-university teaching and professional training in general, as well as any other activity directed towards the above purposes, including in conjunction with universities, public and private research institutes, foundations and associations;
e) foster and encourage collaboration and constant coordination with recognized institutes working in the training field with the aim of establishing and implementing strategies and measures of mutual interest and similar orientation;
f) directly and indirectly foster and be responsible for the drafting, publishing and distribution of periodicals, excluding the printing of daily newspapers, books, papers, booklets and any other editorial instrument;
g) prepare teaching material supporting the initiatives undertaken;
h) foster and organize exhibitions, events, seminars and conferences, attend to research and arrange professional training courses;
i) stage operas and plays, ballets and concerts with the prior consent and supervision of the Teatro alla Scala Foundation;
j) enter, contribute to and stipulate agreements with national and international bodies that have the same objective as that of the Foundation or in any case connected with it and/or that carry out their activities in the sector of culture, art and the performing arts.
3.4 The Foundation may additionally perform any activity of an economic, financial and commercial nature or involving moveable and immoveable assets that it considers necessary, useful or in any case opportune for pursuing its objectives.
4.1 The Foundation’s Endowment Fund consists of an initial endowment as stated in its memorandum of association.
4.2 This fund may be increased by legacies, bequests and donations having this specific purpose.
4.3 Income from the fund and any other income not having as its purpose an increase in the fund, including public or private grants and income from any initiatives promoted by the Board of Directors, constitute the means by which institutional activities are performed.
5.1 The following are the Foundation’s bodies:
– the Assembly of Active Founders;
– the Board of Directors;
– the President;
– the Deputy President;
– the Board of Auditors.
5.2 The members of the Foundation’s bodies may not take part in voting on resolutions in which, on their own behalf or on the behalf of third parties, they have an interest conflicting with that of the Foundation. In these cases they shall be considered to be in attendance for the purposes of the validity of the constitution of the body concerned.
6.1 The Active Founders constitute the Founders’ Assembly.
6.2 The Active Founders are those bodies who were party to the Foundation’s memorandum of association and the other public entities qualifying as Founders on 1 September 2008. Any other party, public or private, Italian or non-Italian, an individual or an entity, even if without legal status, that is coopted with a vote in favor of at least two thirds of the Active Founders shall be an Active Founder, provided that such participates in the Foundation’s activity, assuming the commitment and paying the amount established annually by the Assembly of Active Founders on the proposal of the Board of Directors by 31 August.
6.3 Participating in the Foundation’s activities shall mean rendering any service in favor of such. The purpose of this service shall be decided by the Board of Directors.
6.4 The Assembly of Active Founders has exclusively the following duties:
a) to appoint the Deputy President on the President’s proposal;
b) to appoint the members of the Board of Directors pursuant to article 8.1;
c) to appoint two members of the Board of Auditors;
d) to resolve any changes to these Bylaws, on the proposal of the Board of Directors pursuant to article 9.2, without prejudice to article 7.8;
e) to assign the capacity as Founder member to third parties;
f) to approve the annual financial statements;
g) to resolve the winding-up of the Body, without prejudice to article 7.8;
h) to express a non-binding opinion on the orientation of the Foundation’s activities as established by the Board of Directors;
i) to supervise and control the management of the Foundation as regards compliance with the orientation referred to at point h) above;
l) to resolve on the matter of accepting legacies, bequests and donations.
CALLING MEETINGS OF THE ASSEMBLY OF ACTIVE FOUNDERS AND QUORUMS FOR SUCH MEETINGS
7.1 Each Active Founder, natural or legal person, is entitled to one vote. Entities recognized as Active Founders are represented by their legal representative even if lacking legal status.
7.2 The Assembly of Active Founders meets at least twice a year and when it has to adopt resolutions for which it is competent. In these cases the Assembly is called by the President of the Foundation or else at the request of at least two of the Active Founders. The Assembly is called by registered letter, sent at least eight days before the date set for the meeting.
The notice of call must state the day, time and place at which the meeting will be held, as well as the agenda.
7.3 In case of urgency, a meeting may be called by telegram or telefax with at least three days’ notice.
7.4 Active Founders may grant a written proxy to another Active Founder if they are unable to attend a meeting. No member may act as a proxy for more than two Active Founders.
7.5 The Assembly is chaired by the President of the Foundation or in case of absence or incapacity by the Deputy President, in whose absence the Assembly is chaired by another Founder appointed by the Assembly.
7.6 The Assembly is valid however many Active Founders may attend, either in person or by proxy.
7.7 The Assembly adopts resolutions by a majority of those present (in person or by proxy) unless established otherwise by these Bylaws.
7.8 Resolutions that have been adopted on the approval of changes to the Bylaws or the winding-up of the Body are approved with the attendance of at least three quarters of the Active Founders and a vote in favor of the majority of those present, and in any case with the consent of the Teatro alla Scala di Milano Foundation.
7.9 Minutes are prepared of meetings of the Assembly of Active Founders, and are signed by the President of the Foundation and by the Secretary of the meeting if appointed.
BOARD OF DIRECTORS
8.1 The Foundation is managed by a Board of Directors whose number may vary from 5 to 12 (including the President and the Deputy President), depending on the figure established previously by the Teatro alla Scala Foundation. The President is appointed by the latter. The Deputy President is appointed by the Assembly on the proposal of the President. The other directors are appointed by the Teatro alla Scala Foundation to ensure a number (including the President and the Deputy President) that gives the Foundation a majority on the Board; the remaining directors are appointed by the Assembly.
8.2 The Board of Directors remains in office for three financial years, or until revocation or resignation if less, and its members may be re-elected.
8.3 If during their term one or more members of the Board should leave office for any reason, the President ensures that a substitute for the member who has left office is appointed by the party having the power to do so. The term of office for newly-appointed members expires with that of the Board to which they have been newly appointed.
POWERS AND MODUS OPERANDI OF THE BOARD OF DIRECTORS
9.1 The Board of Directors has all the powers of ordinary and extraordinary management other than those assigned by these Bylaws to the Assembly of Founders.
9.2 The Board of Directors approves the budget for the following year by 31 July and draws up the proposed changes to the Bylaws resolved by the Assembly.
9.3 The Board of Directors has, inter alia, the duty to manage and coordinate the Foundation’s artistic production activities, and activities connected with and instrumental to such, as part of the approved artistic activity programs, without prejudice to the provisions of article 3.3 i).
9.4 The Board of Directors usually meets every three months and at any other time the President considers appropriate. Call notices may be sent by any means, including electronic, which guarantee receipt at least twenty four hours before the meeting, and must contain details of the matters to be discussed.
9.5 Resolutions may also be adopted by signature and reciprocal dispatch for approval of the relative minutes by electronic means. Resolutions are recorded in the minute book of the Board of Directors.
9.6 The Board of Directors may delegate part of its powers of ordinary management to the President, the Deputy President or individual directors, with the possibility of sub-delegating to third parties.
10.1 The President, appointed by the Board of Directors of the Teatro alla Scala Foundation, is the Foundation’s legal representative, chairs the Board of Directors and the Assembly of Active Founders and ensures that resolutions adopted by these bodies are executed.
10.2 The directors may also represent the Foundation with regard to third parties and in court, as may proxies delegated by the Board, within the limit of their delegated powers.
10.3 The President may also appoint a general manager, who need not necessarily be a member of the Board of Directors, establishing his or her powers and remuneration.
10.4 If the president resigns, the Board of Directors of the Teatro alla Scala Foundation may deem the term of office of the whole Board of Directors expired or may replace the President.
11.1 The Deputy President is appointed by the Assembly on the proposal of the President pursuant to article 6.4 b).
11.2 The Deputy President takes the place of the Foundation’s President in the case of absence or incapacity and performs the duties delegated to him or her by the President.
11.3 With respect to third parties, the Deputy President’s signature suffices for assuming the absence or incapacity of the President and is sufficient for releasing third parties, including public offices, from any interference or responsibility regarding limits to the powers of representation for the documents to which the signature refers.
BOARD OF AUDITORS
12.1 The Board of Auditors exercises control over the proper administration of the Foundation. The Board consists of three members, two of whom are appointed by the Assembly of Active Founders and one by the Teatro alla Scala Foundation.
12.2 The members of the Board are all selected from auditors whose names are included in the Register of Auditors held at the Ministry of Economy and Finance.
12.3 The provisions on Boards of Auditors included in articles 2399 et seq. of the Italian civil code are applicable to the Board to the extent compatible.
12.4 The Auditors must attend meetings of the Board of Directors.
12.5 The Board of Auditors remains in office for three financial years and may be re-elected.
13.1 The financial year begins on 1 September every year and ends on 31 August.
13.2 The Assembly approves the annual financial statements for the financial year just ended by 31 December of each year. The Board of Directors prepares these financial statements.
13.3 The annual financial statements consist of a balance sheet, an income statement, notes to the financial statements and a report on operations and must be accompanied by the report of the Board of Auditors.
13.4 The annual financial statements must be sent to the Board of Auditors at least thirty days before the date set for the Assembly of Founders to discuss such.
13.5 A copy of the annual financial statements, together with the report of the Board of Auditors, must be lodged at the Foundation’s registered office during the fifteen days preceding the Assembly. The Active Founders may review such documents.
14.1 The Foundation is established without fixed duration. The Foundation is wound up by way of a resolution of the Assembly of Active Founders adopted by the means described in article 7.8.
14.2 In case of winding-up, any residual assets shall be devolved to the Teatro alla Scala di Milano Foundation for use for similar purposes.
15.1 For any matters not expressly dealt with in these Bylaws reference should be made to the provisions on foundations included in the Italian civil code.
Pier Andrea Chevallard