Article 1 – Constitution, headquarters and territoriality

  1. A Foundation called “FONDAZIONE ALDO E EDDA LORENZI” is established, in any indicated graphic form, with headquarters in Milan, at the address resulting from the Register of Legal Persons held by the Lombardy Region.
  2. The Foundation is not for profit, cannot distribute profits and fulfils its purposes within the territorial scope of the Lombardy Region.
  3. The duration of the Foundation is boundless.

Article 2 – Purpose

  1. The Foundation pursues exclusively public utility purposes and has the purpose of promoting culture and art, taking care of the enhancement, conservation and promotion of ancient and modern works of art, in both the artistic and scientific fields with particular reference to the industry of cutting tools (objects, documents, works, projects and books), as well as the perpetual conservation in its entirety of the collection of such objects currently located in Milan at Via Correggio n. 19, including through the eventual establishment and management of a Museum
  2. The Foundation, in particular, intends:
    a) to take care of the perpetual conservation in its entirety of the collection located in Milan at Via Correggio n. 19, ensuring the maintenance and conservation of the goods also through the eventual establishment and management of a museum;
    b) to organize conferences, exhibitions and other events of scientific and cultural value, having a bibliographic, archival and museum patrimony, publicly usable on an ongoing basis;
    c) to promote or carry out, on an ongoing basis, documented and usable research and cultural elaboration;
    d) to carry out and supply services of relevant cultural value, strictly connected to the research activity and to the documentary heritage, such as, by way of non-exhaustive example, the publication of catalogues, books, periodicals, monographs, documents, bibliographies, also in electronic form, and the development of software applications and multimedia products, the design, construction and management of permanent and temporary spaces for carrying out cultural activities such as museums, galleries, theatres, libraries.
  3. The Foundation will carry out its activities addressing all citizens and operators, without distinction of sex, race, language, religion, political opinions, personal and social conditions.

Article 3 – Instrumental, ancillary and connected activities

  1. To achieve its aims, the Foundation may, among other things:
    a) stipulate any appropriate deed or contract, including for the financing of the approved transactions, including, without excluding others, the taking of loans and mortgages, short or long term, the purchase, in property or in law of surface area, of real estates, the stipulation of agreements of any kind, with public or private entities, which are considered useful for the achievement of the aims of the Foundation.
    b) operate to raise funds and instrumental resources;
    c) administer and manage the assets of which it is the owner, lessor, borrower or otherwise owned;
    d) establish or participate in public and private associations, foundations, bodies and institutions, whose activities are directly or indirectly directed to the pursuit of purposes similar to those of the Foundation itself;
    e) promoting and organizing seminars, training courses, events, conferences, meetings, proceeding with the publication of the related acts or documents, exhibitions, screenings, concerts, tournaments, sporting events and all initiatives suitable for promoting organic contact between the Foundation, the operators and organizations present in the area, their employees and the public;
    f) manage directly or indirectly places functional to the purposes;
    g) enter into agreements for entrusting part of the business to third parties;
    h) establish awards and scholarships;
    i) carry out, as accessory and instrumental to the pursuit of institutional purposes, marketing activities, also with reference to the publishing sector, within the limits of the laws in force, and to the audiovisual sector in general;
    j) carry out any other activity useful for the pursuit of institutional purposes.

Article 4 – Supervision

  1. The competent authorities supervise the activities of the Foundation in accordance with the Civil Code and the special legislation on the subject.

Article 5 – Assets

  1. The assets of the Foundation are composed of:
    a) the inalienable Endowment Fund, consisting of the assets assigned to it by the Founders in the deed of incorporation of the Foundation itself, the contributions in money or movable and immovable property, or other utilities functional to the pursuit of the purposes, made by the Founders themselves or also by third parties provided that there is the approval of at least one of the Founders while, once both Founders have ceased, the Endowment Fund can no longer be changed;
    b) the Management Fund, to be used for the realization of the Foundation’s purposes and activities, consisting of any movable or immovable property, which has not been expressly bound to the Endowment Fund.
  2. The Foundation, in compliance with the provisions of the previous paragraph, may receive contributions, donations, donations, subsidies, paid by public administrations and private individuals.
  3. The income and resources of the Foundation will be used for the functioning of the Foundation itself and for the realization of its purposes.

Article 6 – Financial year

  1. The financial year begins on January 1st and ends on December 31st of each year.
  2. Within the month of December, the Board of Directors approves the budget for the following year and the final balance for the past year by 30 April. If particular and extraordinary needs of an organizational nature, suitably justified, so request, the final balance is approved by 30 June.
  3. In drawing up the financial statements, the principles dictated by the Civil Code on the subject of joint stock companies must be followed, insofar as they are compatible, as well as the accounting principles established for the specific sector of non-profit organizations.
  4. The distribution, even indirect, of profits or operating surpluses as well as of funds and reserves during the life of the Foundation, if the destination or distribution is not required by law.

Article 7 – Founders

  1. Mr. Aldo Lorenzi and Mrs. Maria Edda Chiodini are founders.
  2. Mr. Aldo Lorenzi is a member of the Board of Directors and Chairperson for life, unless he resigns.
  3. Ms. Maria Edda Chiodini is a member of the Board of Directors and Vice-President for life, unless she resigns.

Article 8 – Bodies of the Foundation

  1. The bodies of the Foundation are:
    a) the Board of Directors;
    b) the Chairperson and the Vice President;
    c) the Director, if appointed;
    d) the Single Auditor.

Article 9 – Board of Directors

  1. The Board of Directors is composed of five members, including the Chairperson and the Vice-President, who remain in office without expiry until resignation, death or exclusion.
  2. In the event of the termination of one or more directors, the Founder Lorenzi Aldo will replace him/her and, in the event of termination of the Vice President, will also appoint a new Vice President. In case of termination of the Chairperson, the replacement of him/her will be made by the Founder Maria Edda Chiodini, who will also become the new Chairperson and will appoint the new Vice President. Once both Founders are gone, the surviving members will provide for the replacement by co-optation of the ceased members and for the assignment of new offices, and so in perpetuity.
  3. The Board of Directors carries out all the necessary and useful acts for the management of the Foundation, its development and the achievement of the statutory purposes. To this aim, it has all the powers of ordinary and extraordinary administration of the Foundation, none excluded and with full management autonomy, also by permanently delegating specific powers to the individual Directors.
  4. The Board of Directors may also resolve on any statutory changes, transformations, mergers or demergers. The resolutions referred to in this paragraph are validly adopted only with the favourable vote of 2/3 of the members of the Board of Directors.
  5. The Board of Directors is convened and chaired by the Chairperson on his own initiative or at the request of the majority of its members, without formal obligations as long as with suitable means to demonstrate receipt, forwarded at least five days before the date set for the meeting. The convocation notice must contain the agenda, the place and time of the meeting. The call by ordinary e-mail is allowed, which will be considered completed following a reply or receipt of the delivery receipt.
  6. The Board meets validly with the presence of the majority of the members in office and resolves by an absolute majority of those present, with the abstention of the members of the Board of Directors who have direct or indirect personal interest in the matter under consideration. Proxies are not allowed. In the event of a tie, the vote of the Chairperson prevails.
  7. Voting relating to the appointment and / or replacement of the members of the Board of Directors will take place by secret vote.
  8. It is possible that the meetings of the Board of Directors are held by means of telecommunication provided that all the participants can be identified and are allowed to follow the discussion and intervene in real time in the discussion of the topics addressed. Once these requirements are met, the Board of Directors is considered to be held in the place where the Chairperson is located and where the secretary of the meeting must also be.

Article 10 – Exclusion and withdrawal

  1. The Board of Directors resolves the exclusion of the Directors for non-fulfilment of their obligations and duties, including, by way of example:
    a) incompatible conduct with the spirit and aims of the Foundation;
    b) failure to comply with the statutory provisions and the resolutions of the Board of Directors.
  2. The exclusion of a Director can also be ordered in the event of supervening incapacity, this being intended to mean the interdiction, incapacitation, submission to support administration or the inability of the same to wait vigilantly for its duties, certified with expertise by two doctors, one of whom specializes in neurology and one specializes in psychiatry.
  3. The Directors can resign at any time by means of written communication to the Board of Directors.

Article 11 – Chairperson

  1. The Chairperson of the Board of Directors is the legal representative of the Foundation before third parties and in court.
  2. The Chairperson takes care of relations with bodies, institutions, public and private companies and other organizations, also in order to establish relationships of collaboration and support of the individual initiatives of the Foundation.
  3. The Chairperson adopts, in case of necessity and urgency, the acts of competence of the Board of Directors and submits them for ratification by the Board itself in the first meeting following the adoption of the aforementioned acts.
  4. In case of absence or impediment of the Chairperson, he/she is replaced by the Vice President.

Article 12 – Director

  1. If the Museum referred to in Article 2 of this Statute is established, the care and management of the same will be entrusted to the Director, who will be appointed by the Board of Directors. The Director remains in office until the final balance sheet for the third year of his / her appointment is approved and can be reconfirmed.
  2. The duties of the Director will be established in the Museum Regulations, to be issued in accordance with the law for non-state museums.
  3. The Director annually prepares the budget relating to the Museum and submits it to the Board of Directors for inclusion in the general budget.

Article 13 – Single Auditor

  1. The Single Auditor is chosen among people registered in the Register of Statutory Auditors, remains in office until the approval of the final financial statements relating to the third year from his appointment and can be reconfirmed.
  2. The first Single Auditor is appointed in the deed of incorporation, while subsequent appointments will be made, at the request of the Board of Directors, by the President of the Order of Chartered Accountants and Accounting Experts of Milan.
  3. The Single Auditor is the Foundation’s technical accounting consultancy body, ascertains the regular keeping of the accounting records, examines the budget and economic propositions and the financial statements, drawing up specific reports, and carries out cash checks.
  4. The Single Auditor may participate without voting rights in the meetings of the Board of Directors.

Article 14 – Dissolution

  1. In the event of a proposal to the competent Authority for the dissolution of the Foundation for any reason, it will be identified a person / body to whom it is proposed to donate the residual assets among the bodies with similar purposes or for public utility purposes, by resolution of the Board of Directors, who will also appoint the liquidator.

Article 15 – Postponement clause

  1. For matters not covered by this Statute, the provisions of the Civil Code and the laws in force on the subject apply.

Article 16 – Transitional rule

  1. The bodies of the Foundation will be able to immediately and validly operate in the composition determined by the Founder in the deed of incorporation and will be subsequently integrated.
  2. The members subsequently integrated will remain in office until the expiry of those named in the deed of incorporation.
  3. The first financial year will expire on 31 December of the year in which the legal recognition of the Foundation will take place, if it will take place between January and August, otherwise at the end of the following financial year.