SETTING UP – REGISTERED HEAD OFFICES – DELEGATIONS
An Association named “Enel Cuore Onlus” is hereby set up with registered head offices in Viale Regina Margherita 137, Rome.
The official name and any other distinctive mark or communication involving the public must use the wording “Non-Profit Social Utility Organisation” or the acronym “ONLUS”.
The duration is the Association is open-ended.
Delegations and offices may be established in Italy and abroad in order to perform, in addition and instrumental to the purposes of the Association, activities for the promotion, development and expansion of the network of national and international relations needed to support the Association itself.
The Association is a non-profit organisation having the exclusive purpose of ensuring social solidarity in social and socio-medical sectors, health assistance, charity, amateur sport and safeguarding the civil rights of disadvantaged individuals, with special reference to the differently able, the sick, infancy and the elderly.
The Association also intends to support projects and initiatives designed to help peoples and regions struck by calamities and natural disasters.
In particular, the Association intends to carry out its activities also by providing finance without charge to support specific social utility projects proposed by non-profit groups operating essentially and directly in the sectors listed above, in full observance of the dispositions of Article 10, item 2-bis of Italian Legislative Decree n° 460/97, in order to ensure effective benefits for the foregoing categories of disadvantaged people as regards their physical, psychical-mental, economic, ethnic, social and family conditions.
DIRECTLY RELATED ACTIVITIES
It is forbidden for the Association to perform activities other than its institutional ones. It may, however, carry out additional activities directly related to and integrating its institutional purposes, such as by way of example, those mentioned in this article.
In particular, with a view to attaining its aims, the Association may, among other things:
a) stipulate every appropriate deed or contract, including those to finance the operations decided upon, including but not limited to short or long term loans and mortgages, the purchase of tangible or intangible assets, stipulation of agreements of any kind including those that may be entered in public registers with Public or Private, national and international bodies as deemed suitable and useful for the attainment of the Association’s goals;
b) be a member of public and private, national and international Associations, Organisations and Institutions whose activities directly or indirectly involve achieving goals similar to those of the Association;
c) carry out marketing activities, in a secondary manner instrumental for the attainment of institutional purposes, even in relation to the publishing sector, audio-visuals in general and advertising gadgets in compliance with current legislation;
d) organise shows, concerts, performances or events in general, provided they comply with the purposes defined in Article 2 of these Statutes;
e) perform every other appropriate activity supporting the attainment of the institutional purposes defined in Article 2 of these Statutes provided that the dispositions of item 5, Article 10 of Italian Legislative Decree 460/1997 are upheld.
Membership of the Association is open to Enel S.p.A. and its subsidiary companies as per Article 2359, item 1, points 1 and 2 of the Civil Code.
Membership applications must be addressed to the Chairman of the Association.
Acceptance of membership applications is decided upon at the AGM of the Association with an absolute majority of members.
Membership implies full acceptance of the spirit and the letter of the Association’s Statutes. Membership also entails the obligation to comply with the Association’s rules and abide by the decisions adopted by the Association’s organs.
Members are required to pay the yearly fees envisaged and defined by the Board of Directors as per Article 14 below.
Membership fees may not be transferred and are not revalued.
Limitations in relation to temporary involvement of a Member in the life of the association are excluded.
FRIENDS OF THE ASSOCIATION
The Board of Directors may appoint external parties as Friends of the Association (individuals, companies, national and international organisations) which, in sharing the purposes of the Association itself, wish to make a contribution to it in the form of cash donations or providing goods and services without charge for the implementation of the purposes and programmes of the Association defined by the AGM.
WITHDRAWAL, EXCLUSION AND FORFEIT
If a member intends to withdraw from the Association, it must notify this intention in writing to the Chairman of the Association. Withdrawal becomes effective on the date of receipt of such notification. In the event of non-compliance with the obligations and duties arising from these Statutes, the Chairman of the Association, at his/her own discretion or following notification by the Board of Directors, may remind Members by inviting them to settle matters in timely fashion.
The AGM may decide unanimously to exclude Members in relation to serious and repeated failure to meet the financial and non-financial obligations and duties arising from these Statutes.
Members cease to belong to the Association, through forfeit of membership requirements, as soon as they are no longer controlled by Enel S.p.A. as per Article 4 above. The AGM takes note by effectively declaring said forfeit.
The assets of the Association shall comprise:
a) the common fund paid by Members on the foundation of the Association;
b) membership fees paid by the Members;
c) proceeds arising from initiatives decided upon by management bodies;
d) donations freely made by Members and third-parties. Such donations, as defined by the donor, may have a specific purpose within the framework of the Association’s guidelines and activity programmes;
e) contributions and funds set aside for this purpose by public and private, national and international organisations.
The financial year shall start on January 1 and close on December 31 of each year.
The Board of Directors shall prepare:
a) the budget for the year following the current year closed as of 31 December;
b) the final balance sheet for the previous financial year;
Both documents must be presented to the AGM within 4 months of closing the financial year for final approval.
The budget and final balance must ensure a clear description of the economic, financial and patrimonial situation of the Association.
Any profits or surpluses must be used to implement institutional activities and other activities directly connected with them.
Any direct or indirect distribution of operating profits and surpluses, the endowment or other funds, reserves and provisions is forbidden during the life of Association unless their use or distribution is required by law or, in any case, is carried out in favour of other non-profit organisations (ONLUS) belonging by law, statutes or regulations to the same unitarian structure.
The organs of the Association are as follows:
- the AGM;
- the Chairman of Association;
- the Board of Directors and the Managing Director;
- the Board of Auditors.
Officers of the Association shall receive no remuneration except where so envisaged hereafter. The Board of Directors, in any case, may define criteria acknowledging the reimbursement of expenses incurred in performing Association activities.
The Chairman of the Board of Auditors, selected from the Order of Auditors, is entitled to a fee set by the Board of Directors for the duration of his/her appointment, within the limits as per Article 10, item 6, letter c) of Italian Legislative Decree n. 460/1997.
The AGM is chaired by the Chairman of the Association and comprises all duly registered and paid up Members.
The AGM is called at least once a year to approve the financial statements, within 4 months of the end of the financial year. The AGM shall decide upon:
a) reports by the Board of Directors concerning past and future activities;
b) the budget for the subsequent year;
c) the final statements certified by the Board of Auditors;
d) the appointment and revocation of members of the Board of Directors as per these Statutes;
e) the appointment and revocation of members of the Board of Auditors;
f) any other issues which the Board of Directors feels should be brought to the attention of the AGM;
g) modifications to the Statutes;
h) changes to the Association;
i) the winding up of the Association and the assignment of its assets.
MEETINGS AND DECISIONS OF THE AGM
The AGM is called by the Chairman of the Association giving advance notice of at least 8 days using methods, including telematic methods, that ensure proof of receipt by recipients. In cases of urgency, the AGM may be called with notice sent to Members three days before the date of the meeting.
The AGM may also be called when so requested by the Chairman of the Association, the Board of Directors or at least one-tenth of Members. Notifications must indicate the contents of the agenda and the place, date and time of the meeting.
If the AGM is not called by the Chairman of the Association, it is called by the Board of Directors.
All Members that have regularly paid their membership fees for the current year have the right to take the floor and vote at the AGM. Every Member is entitled to one vote. Proxies shall be permitted but no Member may hold more than one.
Over and above other dispositions in these Statutes concerning specific matters, on first call the AGM is validly constituted in the presence, including proxies, of at least half the Members and shall reach decisions with an absolute majority of participants. On second call, the AGM is validly constituted whatever the number of participants and shall reach decisions with an absolute majority.
Decisions to dismiss members of the Board of Directors and members of the Board of Auditors, as well as decisions as per foregoing Article 11, item 3, letters g), h) and i) shall be taken by the AGM on first and second call with the favourable vote of three-quarters of Members.
In the event of absence or impediment of the Chairman of the Association, the AGM shall be chaired by the person appointed by the majority of participants. The person chairing the AGM shall appoint a secretary to take and draw up the minutes of the AGM itself.
AGMs shall be attended by the members of the Board of Directors.
CHAIRMAN OF THE ASSOCIATION
The Chairman of the Association is elected by the AGM; the term of office is three years and may be
The Chairman of the Association shall have the broadest powers to take necessary action for the management, proper operation and promotion of the Association.
Among other things, the Chairman of the Association:
a) looks after relationships with public and private, national and international organisations, institutions, companies and other organisms with a view to establishing cooperation relationships supporting the individual initiatives undertaken by the Association;
b) calls the AGM;
c) chairs the AGM, verifying that it is correctly called and constituted, ascertaining the identity and legitimacy of participants, supervising its course and ascertaining voting results;
d) receives requests for membership of the Association as well as notifications of termination of membership from Members;
e) looks after relationships between Members and the Association itself.
The Chairman of the Association has the power to countersign deeds of the Managing Director in all cases when the latter has to exceed the expenditure limits granted, pursuant to the dispositions in Article 14 below, with the exception of operations approved by the Board of Directors.
BOARD OF DIRECTORS
The Association shall be managed by a Board of Directors comprising the Chairman of the Association, who shall take the chair, and four other members, one of whom shall act as Managing Director, all of whom appointed by the AGM.
The members of the Board of Directors remain in office for three financial years and may be re-elected.
The members of the Board of Directors may be dismissed by the AGM at any time, provided that the relative decision is taken by the intervention and favourable vote of three-quarters of members.
The Board of Directors has all the broadest routine and special powers for ordinary and extraordinary administration of the Association and the attainment of the purposes and management of its activities; supervises the management of the Association’s activities, issues appropriate instructions to the structure for their execution and ensures the implementation of the decisions of the AGM and the acts of the Chairman of the Association.
In particular, the Board of Directors handles routine and special administration and management of the Association, using cost-effective, effective and efficient criteria, in line with the plans, projects and budget outlines approved by the AGM.
More specifically, the Board of Directors shall:
a) define the annual membership fee and relative terms and methods of payment;
b) prepare programmes and objectives to be presented annually for approval by the AGM;
c) prepare budgets and final balances to be presented to the AGM for approval;
d) take necessary decisions regarding the acceptance of inheritances, bequests and contributions without financial charges for the Association itself;
e) identify possible operational departments in sectors of activity of the Association and appointing responsible persons, where necessary;
f) set up Scientific, Technical and Consultative Committees with fixed-term assignments, defining the number of members, tasks, nature and duration of the relationship;
g) maintain ongoing contacts with public and private offices, bodies and organisations affecting the Association’s activities.
The Board of Directors is called by the Chairman of the Association or, when so required by the Chairman, by the Managing Director using suitable notification methods to Board Members at least three days prior to the date of the meeting. This term may be shorter in urgent circumstances.
The meetings of the Board of Directors are chaired by the Chairman of the Association or, in his/her absence or impediment, by the Managing Director. In the event that both are unavailable, the meeting must be adjourned.
Decisions are taken by a favourable vote of the majority of Board Members present.
If, in the course of the financial year, one or more members of the Board of Directors are unavailable, the others shall replace them provided that the majority is always made up of board members appointed by the AGM. The board members so appointed remain in office until the next AGM.
If the Chairman of the Association were unavailable, the Board of Directors shall similarly identify among its members a person to take over the chair until the next AGM.
The Managing Director may be given, through motivated decisions of the Board of Directors, all powers and attributes deemed necessary to fulfil his/her duties; the Managing Director, as regards such powers granted or envisaged in these Statutes, shall have complete decision-making autonomy concerning the Association’s programmes and development outlines.
The Managing Director shall have powers of signature up to a maximum sum defined by the Board of Directors. If it is ever necessary to exceed this limit, the Managing Director must operate with the joint signature of the Chairman of the Association.
More specifically, the Managing Director shall:
a) take care of the executive aspects of projects;
b) manage staff, aides and consultants of the Association;
c) sign correspondence, deeds and/or series of deeds specifically delegated to him/her.
Legal representation of the Association as regards third-parties and corporate signature is given to the Chairman of the Association and/or the Managing Director.
Said legal representatives may initiate legal proceedings and represent the Association before any administrative authority and before any court, and may also appoint lawyers and attorneys.
BOARD OF AUDITORS
The AGM shall appoint a Board of Auditors composed of three members by selecting two members among Enel S.p.a. employees working in Administration, Finance and Control, Audit, Legal and Corporate Affairs Divisions, and the President among professionals registered in the official Register of auditors not employed by companies of the Enel Group; members of the Board of Auditors shall hold their office for three years and may be reappointed.
The Board of Auditors shall verify the accounting management of the Association; consequently and at any time, the Auditors may access deeds and accounts of the Association, check the regularity of said deeds and accounting, express their opinion of economic and financial statements and may attend AGMs.
In the event of dissolution for whatever reason, the Association must assign its assets to other non-profit organisations with social aims (Onlus) or purposes of public utility, after having consulted the supervisory authority pursuant to Article 3, item 190 of Law n° 662 dated December 23, 1996, subject to any other different assignment or use provided for by law.
REFERENCE TO OTHER APPLICABLE PROVISIONS AND LAWS
Any item not expressly provided for in these Statutes shall be referred to the provisions and laws currently in force for associations and Onlus organisations.