Statute

1. DENOMINATION

The "MILANO PER LA SCALA Philanthropic Organization" Foundation is established.

The Foundation has the nature of a philanthropic entity in the Third Sector pursuant to Legislative Decree 117/2017, Articles 37, 38, 39, and subsequent amendments and integrations.

The use of the term "philanthropic entity" in the name and in any distinctive sign or communication addressed to the public is mandatory.

2. OFFICE

The Foundation is based in Milan, initially at the address determined in the deed of incorporation and subsequently determined, in case of change, by the Board of Directors.

The transfer of the registered office is decided by the Board of Directors and within thirty days thereafter, the related minutes must be filed with the Unified Register of Third Sector Entities (RUNTS) pursuant to Article 48 of Legislative Decree 117/2017 and subsequent amendments and integrations.

3. PURPOSE, ACTIVITIES OF GENERAL INTEREST, ANCILLARY ACTIVITIES, AND FUNDRAISING 

The Foundation exclusively pursues social solidarity purposes and is non-profit.

The Foundation aims to carry out humanitarian solidarity, social utility, and general interest activities as recognized and qualified in Article 37 of Legislative Decree No. 117/2017, to provide money, goods, or services, including investments, in support of the cultural and artistic activities of the Teatro alla Scala Foundation in Milan.

In particular, the Foundation Objectives is to promote and support concrete charity and cultural and social promotion initiatives, identified by the Board of Directors, within the activity sectors referred to in Article 5

- paragraph 1 of Legislative Decree No. 117 of July 3, 2017, which may directly or indirectly contribute to providing economic or image benefits to the Teatro alla Scala Foundation in Milan. 

The activity of providing goods and services in support of activities of general interest, as well as fundraising and resource collection in general, and the management of assets and allocation of funds, is carried out by the Foundation in compliance with the following principles:

- The Foundation operates with criteria of autonomy, independence, transparency, and efficiency, based on long-term strategic planning, in accordance with the purposes and values of this Statute; 

- The Foundation encourages and facilitates donations from individuals and entities to support its institutional activities and, respecting its autonomy, seeks collaboration with institutions and entities that pursue purposes or carry out activities functional to achieving the Foundation's objectives, including third sector entities, businesses, and citizens; 

- The Foundation adopts procedures in selecting its partners and projects to be financed, to optimize resources and their impact; 

- The Foundation collects funds from third parties according to criteria of truthfulness, transparency, ethics, and fairness, in compliance with specific guidelines addressed to third sector entities, showing the costs and results of each initiative and the activity as a whole; 

- The Foundation makes public the supported projects within its institutional activities through its website, social balance sheet, and other appropriate methods to ensure adequate dissemination. 

In particular, the Foundation intends to support, through its provision of money, goods, or services, the Teatro alla Scala of Milan, which carries out activities of general interest as per Article 5 of Legislative Decree No. 117/2017.

To this end, in accordance with Article 38 of the Third Sector Code, the Foundation supports beneficiary entities by financing individual projects and also by implementing articulated support forms, through a balanced combination of money and service provision, as well as investment activities, to promote their acquisition of operational autonomy and stable sustainability.

The Foundation may carry out any activity suitable for achieving its purpose without any limitations, either directly, through committees or other entities promoted and subsidized by the Foundation, or in collaboration with other public and private entities, including contributing to the Teatro alla Scala Foundation's assets pursuant to and for the purposes of Article 3.3 of the statute of that Foundation.

Specifically, the Foundation supports and promotes activities of general interest indicated by Legislative Decree No. 117/2017 - Article 5 - 2nd paragraph in letters d, f, g, i, j, k, l, m, u, and precisely: 

d) education, instruction, and vocational training, pursuant to Law No. 53 of March 28, 2003, and subsequent amendments, as well as cultural activities of social interest with educational purposes; 

f) protection and enhancement of cultural heritage and landscape, pursuant to Legislative Decree No. 42 of January 22, 2004, and subsequent amendments; 

g) university and post-university education; 

i) organization and management of cultural, artistic, or recreational activities of social interest, including editorial activities, to promote and disseminate culture and the practice of volunteering and activities of general interest as per this article; 

j) community radio broadcasting, pursuant to Article 16, paragraph 5, of Law No. 223 of August 6, 1990, and subsequent amendments; 

k) organization and management of social, cultural, or religious tourism activities; 

l) extracurricular training aimed at preventing school dropouts and ensuring academic and training success, preventing bullying, and combating educational poverty; 

m) instrumental services to third sector entities provided by entities composed of no less than seventy percent of third sector entities; 

u) charity, distance support, free provision of food or products as per Law No. 166 of August 19, 2016, and subsequent amendments, or provision of money, goods, or services in support of disadvantaged people or activities of general interest under Article 5 of Legislative Decree No. 117/2021; 

Pursuant to Article 6 of Legislative Decree No. 117/2017, the Foundation may engage in activities different from those mentioned above, provided they are secondary and instrumental to the activities of general interest, according to criteria and limits defined by law. The identification of the individual secondary and instrumental activities is entrusted to the Board of Directors, respecting the mentioned limits and criteria.

Pursuant to Article 7 of Legislative Decree No. 117/2017, the Foundation may carry out organized and continuous fundraising activities, including public solicitation or the provision of goods or services of modest value, using its own and third-party resources, including volunteers and employees, respecting the principles of truthfulness, transparency, and fairness in relations with supporters and the public, in accordance with guidelines adopted by law.

The Foundation's purpose is also achieved through the granting of contributions, awards, grants, scholarships, and the organization of events, provided they are aimed at its accomplishment.

4. ASSETS AND RESOURCES FOR ACTIVITIES 

The Foundation's assets consist of:

a) The initial endowment, as recorded in the deed of incorporation; 

b) Public and private contributions specifically allocated and/or decided by the Board of Directors to increase the assets; 

c) Any other movable or immovable property received by any means and intended as assets by express provision or by law; 

d) The proceeds from its own activities that the Board of Directors has decided to allocate to increase the assets. 

In managing the assets, the Foundation must adhere to the following principles:

- The Foundation manages its assets with internal organizational methods suitable for ensuring transparency and traceability for different projects, in compliance with the principles of the Third Sector Code; 

- In managing the assets, principles of transparency, ethics, and fairness must be observed, along with the following criteria: adequate diversification in the choice of investments to contain risk; efficiency in management with attention to achieving good management results and containing related costs; optimization of the combination of profitability and portfolio risks.

If the assets are reduced by more than one-third of the minimum amount established by law, the administrative body must promptly restore the assets, decide on the transformation of the entity and the continuation of its activities as an unrecognized association, or proceed with the merger or dissolution of the entity.

To fulfill its tasks, the Foundation has access to:

a) Donations and public and private contributions given to the Foundation to achieve its purpose; 

b) Income from the assets; 

c) Funds received from third parties by any means, not allocated as assets; 

d) Contributions and donations from supporters and members;

e) Proceeds from activities carried out by the Foundation to achieve its purpose; 

f) Funds from asset sales allocated to purposes other than increasing the assets by resolution of the Board of Directors. 

The Foundation's assets, including any revenues, incomes, proceeds, or any other income, are used to carry out the statutory activities for the exclusive pursuit of civic, solidarity, and social utility purposes.

Specifically, to pursue its purposes, the Foundation primarily intends to use resources from public and private contributions, donations, and bequests, fundraising, and income from the assets.

The distribution, even indirectly, of profits and surpluses, funds, and reserves, however named, to founders, members, workers and collaborators, directors, and other members of the corporate bodies, is prohibited, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

Any cases considered indirect distribution of profits are those referred to in Article 8 of Legislative Decree No. 117/2017.

5. ORGANS

The governing organs of the Foundation are:

- The Board of Directors; 

- The President; 

- The Single Control Body and Legal Auditor. 

6. GOVERNING BOARD

The Foundation is managed by a Board of Directors consisting of a variable number of members, from a minimum of ten to a maximum of eighteen, including the current Superintendent of the Teatro alla Scala as an ex-officio member.

The Board renews itself every three years by co-opting the members who have left for any reason or new members up to the maximum number of directors mentioned above, respecting the representation of the members.

During the co-opting process, each director can vote for as many candidates as the number of directors to be appointed; the candidates who receive the highest number of votes will be appointed. In the case of a single candidacy, the favorable vote of the majority of the duly constituted Board will suffice.

The assumption of the position of director is subject to the possession of specific requirements of honorability, professionalism, and independence, also concerning the requirements provided in this regard by codes of conduct drawn up by representative associations or networks of the Third Sector.

Article 2382 of the Civil Code applies.

In case of conflict of interest of the directors, Article 2475-ter of the Civil Code applies.

The directors, managers, single auditor, and the person in charge of the legal auditing of the accounts are liable towards the entity, social creditors, members, and third parties, pursuant to Articles 2392, 2393, 2393-bis, 2394, 2394-bis, 2395, 2396, and 2407 of the Civil Code and Article 15 of Legislative Decree 27 January 2010, No. 39, as compatible.

The directors will remain in office until the drafting and approval of the financial statements for the third financial year following the one in which they were appointed.

All directors are eligible for re-election.

Directors who leave office during their term can be replaced for the remaining period by co-optation by the board, and the co-opted directors will expire at the expiration of the board that appointed them.

7. RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for the ordinary and extraordinary administration of the Foundation.

In particular, the Board:

a) Establishes the guidelines for the Foundation's activities, prepares and executes programs, and determines the categories of Members and the amount of annual contributions for each category; 

b) Drafts and publishes the financial statement and annual report on activities carried out to the RUNTS by June 30th of each year, following their approval by the Board; approves the budget for the following year by November 30th of each year; 

c) Appoints the President, one or more Vice Presidents, one of whom is the Deputy;

d) Decides on the acceptance of donations and bequests; 

e) Manages the Foundation's assets; 

f) Prepares the Foundation's regulations, if any (i) for the appointment of Directors and (ii) of the Members of the Foundation; 

g) Hires and dismisses employees, determining their legal and economic treatment in compliance with private law, with its own resolution taken and published in accordance with the law; 

h) Appoints, if necessary, the Secretary General and the Treasurer of the Foundation, determining their tasks and functions, as well as their legal and economic treatment with its own resolution taken and published in accordance with the law; 

i) Establishes committees for particular activities of the Foundation, appointing their members and setting their regulations with its own resolution taken and published in accordance with the law; 

l) Resolves amendments to the statute and registers them with the RUNTS in accordance with the law; 

m) Determines, in accordance with Article 6, the number of its members and makes any resulting appointments respecting the representation of the Members. 

The Board, without prejudice to the powers of the law and those mentioned in points a, b, c, e, and m, can delegate other powers to an Executive Committee composed of some of its members with its own resolution taken and published in accordance with the law; it can also appoint agents for specific acts or categories of acts and can use consultants.

The Board can propose to the Assembly of Members the appointment of an Honorary President.

8. MEETINGS OF THE BOARD OF DIRECTORS 

Meetings of the Board of Directors are convened by the President, on their initiative or when requested by at least three Directors, with a notice containing the agenda, sent at least ten days before the meeting date, by any means that provides proof of receipt or, in case of urgency, at least two days before by the same means.

The Board of Directors meets at least twice a year.

For the validity of the resolutions - even without formal convocation - the quorum requires the actual presence, also by teleconference, of more than one-third of its current members and the Sole Auditor; resolutions are adopted by an absolute majority of the votes of those present, including extraordinary resolutions for statutory changes.

In the event of a tie, the vote of the President of the meeting prevails.

Those entitled to attend must have been previously informed of the meeting, and participants must declare themselves sufficiently informed on the matters to be discussed.

Board meetings can also be held via telecommunication means, under the following conditions, which will be recorded in the minutes:

a) The President of the meeting must be able to ascertain the identity of the participants, regulate the conduct of the meeting, and ascertain and announce the results of the votes; 

b) That it is possible for the person taking the minutes to adequately perceive the events of the meeting being recorded;

c) That those present be allowed to participate in the discussion and simultaneous voting on the items on the agenda, as well as to view, receive or transmit documents.

The functions of secretary of the meetings are performed by the Secretary General of the Foundation, if appointed; otherwise, and in any case in cases in which the President deems it appropriate, by a person designated by the Board itself.

Minutes, signed by the Chairman and the Secretary, shall be taken of the meetings of the Board.

The meetings of the Council may be attended by the Honorary President if appointed.

9. PRESIDENT

The President of the Foundation is appointed by the Board from among the subi members.

The President holds this office for the period determined at the time of appointment and in any case not beyond the expiration of his or her Board term and is eligible for re-election.

The President has the legal representation of the Foundation before third parties and in court.

The President convenes and presides over the meetings of the Board of Directors and executes its resolutions and exercises the powers that the Board delegates to him generally or from time to time by its own resolution passed and published in accordance with the law; he also presides over the annual Meeting of the Members.

In cases of urgency, he may take such action as is within the competence of the Board of Directors, subject to ratification by the Board at its first meeting.

The President has the authority to issue special powers of attorney for individual acts and categories of acts and to appoint attorneys and litigation attorneys.

The Deputy Vice President, if appointed, replaces and acts in the place of the President in case of the latter's absence or inability to act.

10. MODE OF PARTICIPATION IN THE FOUNDATION - MEMBERSHIP MEETING

Individuals and entities interested in the Foundation's activities may participate through annual contributions determined by the Board; these individuals are called Adherents and are divided into categories differentiated among themselves in the subjective requirements for membership and in the amount of the annual contribution as defined by the Board.

Adherents, whatever their category, have the right to be informed of the initiatives and activities of the Foundation.

Each category of Adherents is guaranteed representation on the Board.

The Adherents shall meet annually at a Meeting at which the Council shall present the financial statements for the year and the annual report on its activities and prospects for the coming year.

The Meeting shall meet at least annually and shall be convened by the President of the Foundation upon resolution of the Board of Directors.

11. CONTROLLING ORGAN AND LEGAL REVIEW OF ACCOUNTS

The Board of Control is single-member, and the Single Statutory Auditor is appointed by the President of the Order of Chartered Accountants of Milan from among the statutory auditors listed in the appropriate register.

The Single Auditor holds office for three fiscal years and is eligible for reappointment.

Article 2399 of the Civil Code applies to the Single Auditor.

The Single Statutory Auditor monitors compliance with the law and the bylaws and compliance with the principles of proper administration, also with reference to the provisions of Legislative Decree No. 231 of June 8, 2001, if applicable, as well as the adequacy of the organizational, administrative and accounting structure and its actual functioning.

It may also exercise, upon exceeding the limits set forth in Article 31, paragraph 1 of Legislative Decree 117/2017, the statutory audit. The obligation of the statutory audit - of accounts ceases if, for two consecutive years, the aforementioned limits are not exceeded.

Alternatively, the Board of Directors, upon exceeding the limits referred to in Article 31, Paragraph 1 of Legislative Decree 117/2017 and upon the reasoned opinion of the Single Statutory Auditor, may entrust the statutory audit of the Foundation's accounts to an Auditor or an auditing company, registered in the Register of Auditors.

The Sole Mayor also exercises monitoring duties of compliance with the civic, solidarity and social benefit purposes, having particular regard to the provisions of Articles 5, 6, 7 and 8 of Legislative Decree 117/2017 and certifies that the social budget has been prepared in accordance with the guidelines in Article 14 of Legislative Decree 117/2017.

The social budget acknowledges the outcomes of the monitoring carried out by the Control Body.

The Single Statutory Auditor may at any time proceed, even individually, to acts of inspection and control, and to this end, he may ask the directors for information on the progress of corporate operations or on specific affairs.

The Single Auditor may attend meetings of the Board of Directors.

12. GRATUITOUSNESS OF OFFICES

The offices of Director, President, and Vice President are free of charge, except for reimbursement of expenses for the performance of the office and except for possible compensation, if approved by the Board of Directors, for duties related to activities unrelated to the office.

13.FINANCIAL YEAR, BUDGETS AND BOOKS OF ACCOUNT

The Foundation's fiscal year begins on January 1 and ends on December 31 of each year.

The Board of Directors is required to annually approve the annual financial statements to be published annually to RUNTS by June of the following year.

The Foundation must prepare the annual financial statements in accordance with the provisions of Article 13 of Legislative Decree 117/2017.

The Foundation in the cases provided for in Article 14 of Legislative Decree 117/20127, shall prepare the Social Report in accordance with Guidelines adopted by decree of the Minister of Labor and Social Po-litics, and shall give adequate publicity to it by filing it with the Single National Register of the Third Sector and publishing it on its website, in accordance with the current legal provisions.

The annual financial statements must be accompanied by a report explaining the Foundation's activities as a whole and its performance in the various areas in which it has operated, including with reference to disbursements made during the year. The report should also explain the policy on investments and provisions. A list of those who have benefited from grants and disbursements made in any form by the Foundation, indicating the amount of the disbursements, must be attached to the report. The report of the Controlling Body and the statutory auditor, if appointed, must also be attached to the financial statements.

The Board of Directors documents the secondary and instrumental character of non-institutional activities in the report to the budget or mission report.

The Foundation's assets, including any revenues, income, revenues however denominated, shall be used to carry out its statutory activities for the exclusive pursuit of the civic, solidarity and socially useful purposes set forth in these Bylaws.

It is in any case prohibited to distribute, even indirectly, profits and operating surpluses, funds and reserves however denominated to founders, associates, workers and collaborators, directors and other members of the corporate bodies and in the cases expressly provided for in Article 8, paragraph 3 of Legislative Decree 117/2017.

The Foundation shall adopt the corporate books in accordance with the provisions of Article 15 of Legislative Decree 117/2017 and the accounting records required by Article 13 of Legislative Decree 117/2017 and shall comply with other regulations that may be applicable.

14. DISCLAIMER

In the event that the purpose of the Foundation has been achieved, has been exhausted, or has become impossible or of little use, the Foundation shall be dissolved.

In the event of its dissolution or otherwise termination for any cause, any residual assets shall be donated in accordance with the law, subject to the positive opinion of the Office referred to in Article 45, paragraph 1, of the aforementioned Legislative Decree 117/2017 and unless otherwise required by law, to other Third Sector entities in accordance with the provisions of the Board or, failing that, to the Italia Sociale Foundation. The opinion is rendered within thirty days from the date of receipt of the request that the entity concerned is required to forward to the aforementioned Office by registered mail with return receipt or in accordance with the provisions of Legislative Decree No. 82 of March 7, 2005, after which the opinion is deemed to be rendered positively. Acts of devolution of the residual assets made in the absence of or contrary to the opinion shall be null and void. In any case of extinction of the Foundation, the Board of Directors shall appoint a liquidator, who may be chosen from among its members.

15. APPLICABLE STANDARDS

For all that is not expressly provided, the provisions of the Civil Code regarding Foundations and those regarding Entities of the

Third Sector with particular reference to what is provided for Philanthropic Entities.

f) Giuseppe Faina

f) Maddalena Ferrari Notary

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