Statute
Art. 1
The Foundation
The Foundation, constituted in Florence, Italy, shall be known as the Slow Food Foundation for Biodiversity.
Art. 2
Object
The Foundation shall operate on a non-profit basis and pursue social utility mostly in Developing Countries.
The goal of the Foundation shall be to support and disseminate the culture of biodiversity as a factor of human, civil and democratic growth. The Foundation shall work to safeguard the personal right to pleasure and to taste, thus establishing a harmonious relationship with nature in compliance with the traditions and the economic, gastronomic and agroindustrial identity of the terroirs of each single country. The Foundation shall study and promote a new, different culture of development, of civil coexistence and of slow living, undertaking to disseminate quality products in compliance with the natural environment and consumer rights. The Foundation shall work to promote the study and defense of the food, farming and artisan heritage of every country but with a special focus on the Developing Countries, and to protect the typical characteristics and features thereof.
For the purposes of carrying out this object, Foundation shall:
– support, fund, promote and organize the Ark of Taste project in accordance with its Manifesto;
– favor the setting up of Presìdia, promoting them and providing them with visibility, thus enabling them to develop projects aimed at saving products in danger of extinction;
– organize training courses in the areas interested by Presidia projects in order to promote a new culture of sustainable rural development;
– periodically organize and fund the Slow Food Award in accordance with the procedures envisaged by the regulations thereof;
– fund the organization of shows, exhibitions and congresses, directly or with the aid of contributions;
– promote the publication, dissemination and divulgation of scientific and cultural works;
– offer scholarships;
– carry out all the real estate, movable asset and financial operations, instrumental and accessory, functionally connected with the carrying out of the above-mentioned object of the Foundation;
– promote the development of any other initiative aimed at achieving the object outlined above by collaborating with the appropriate Italian and foreign public bodies;
– develop relations with other centers of culture in order to promote the activities of the Foundation;
– promote study and research activity consistent with the aims of this Statute.
The Foundation won’t carry on different activities except for those activities directly related to those indicated above and the Foundation activity shall be carried on out of any economic bound or influence or direction of public and private, Italian or International entity pursuing economic profit.
Art. 3
Registered Office
The registered office of the Foundation is Firenze, Piazzale degli Uffizi presso l’Accademia dei Georgofili.
The Foundation may set up other operative and representative offices.
Art. 4
Duration and dissolution
The Foundation is formed without limitations on duration and shall be dissolved for the causes envisaged by law.
In the event of dissolution, whatever the cause, the patrimony of the Foundation shall be devolved to the International Slow Food Association, or, in the case of default, to another Non profit operating in an analogous sector.
Art. 5
Founding Members
Members, honorary members, subscribing members and subscribers.
All Members must share the aims and purposes of the Foundation.
Founding Members are:
– Slow Food International Association,
– Slow Food Italy Associations,
Individuals or bodies corporate, public or private, and Authorities, presented by at least three Founding Members, may become Founding Members, if they are appointed as such by an absolute majority resolution by the existing Founding Members, in which case they shall deposit a sum to be specified by the Founding Members.
Individuals or bodies corporate, public or private, and Authorities, presented by at least three Founding members on the basis of special merits in the field of the Foundation’s activities, may become Honorary Members, if appointed as such by a majority resolution by the existing Founding Members.
The member, of any status or type, can be excluded from the Foundation if so decided by the Advisory Committee with a majority vote of three fourths. This exclusion from the Foundation could be deemed necessary due to inability to fulfill commitments made to the Foundation, pursual of activities that are in contrast to Foundation objectives, disonorable actions, or serious conflict of interest.
Art. 5 bis
Sustainers
Regularly registered and paid-up Members of the Slow Food national Associations, Authorities, Institutions, individuals and bodies corporate presented by at least two Founding Members may apply to become subscribers. The Board of Directors might decide to determine – with a specific protocol – different categories for the Sustainers (Benefactors, Patrons, Sustainers) on the basis of the amount donated, or on the basis of special merits in the field of the Foundation’s activities or on the basis of other motivations. This protocol will also determine obligations and benefits related to each category of Sustainers.
Art. 6
Patrimony
The patrimony of the Foundation is constituted by:
– the endowment fund deposited by the Founding Members at the moment of constitution and by any increases that Founding Members might decide to make;
– bequests, donations, offerings and liberal allocations in compliance with Law no. 512 of August 2 1982 and any subsequent variations and modifications thereto;
– contributions, endowments and funding made by public and private Bodies, private individuals or bodies corporate, international and Community institutions, or any other Italian and foreign players;
– by any revenues or acquisitions made in any way;
– by any further moneys being party of the patrimony and resulting from the Foundation’s activities.
Art. 7
Structure
The various bodies of the Foundation are:
– the Honorary Members’ Committee;
– the Board of Directors;
– the Chairperson’s Office;
– the Advisory Committee;
– the General Secretary;
– the Board of Auditors.
Art. 8
The Honorary Members Committee
The Honorary Members’ Committee shall consist of all the Honorary Members.
The Honorary Members’ Committee shall be convened by the most senior member at least once a year and, in any case, whenever requested by at least a third of its members.
The function of the Honorary Members’ Committee shall be to make proposals to the Board of Directors as to any new initiatives that the Foundation might undertake.
The Chairperson of the Foundation or a representative thereof, the General Secretary and the Chairperson of the Advisory Committee, who shall all have an advisory function, shall attend the meetings of the Honorary Members’ Committee.
Art. 9
Board
The Board of the Foundation shall consist of a minimum of seven and a maximum of fifteen persons, who are regularly paid-up Members of a Slow Food National Association and appointed by Founding Members by an absolute majority resolution.
The Founding Members designate the members of the Board by choosing them from a pool of names, triple the number of those to be elected, indicated by the respective Associations and organs of provenance. Should the candidates be insufficient, the Founding Members can designate the candidates.
The older member of the Honorary Members’ Committee is entitled to be part of the Board of Directors.
The Members of the Board shall hold office for a period of three years and shall be eligible for re-appointment.
The Founding Members shall be convened to appoint the Board at the initiative of the Chairperson with fifteen days notice and at least thirty days prior to the natural expiry of office. Whenever it is necessary to replace a member due to vacation of office, the meeting shall be convened with just three days notice.
The office of a Member of the Board shall be vacated if the Member fails to provide apologies for absence from meetings of the Board of Directors for more than one year.
If, in the course of the year, one or more Members of the Board vacate office, the Chairperson shall, without delay, inform the Founding Members, who shall take measures to replace them, choosing the new Members in compliance with the criteria outlined in this article.
Art. 10
Regulations for the resolutions of the Board
At least two meetings of the Board shall be held each year, or whenever deemed suitable by the Chairperson, or upon written request by at least a third of the Members.
Notice of the meeting, together with an outline of the points to be addressed, shall be sent to the Members of the Board at least three days prior to the date fixed for the meeting, either in writing or fax or by e-mail, and, in the event of urgency, one day’s prior notice shall suffice
The meetings of the Board may be held by teleconference or by videoconference on the condition that all participants may be identified and are permitted to follow the discussion and intervene in real-time to address the points on the agenda; if all these prerequisites are met, the meeting shall be deemed to have been held in the place in which the Chairperson finds him/herself and in which the Secretary shall also be present to draw up the minutes in the appropriate book.
The Board shall be regularly constituted if the majority of members are present and resolutions shall be taken by a simple majority of votes.
In the case of an equality of votes, the Chairperson or the representative thereof shall have the casting vote.
The General Secretary and the Chairperson of the Advisory Committee, who are not entitled to vote, shall attend the Meetings of the Board.
Persons invited by the Chairperson of the Board may also attend meetings.
Art. 11
Powers of the Board
The Board is entrusted with the ordinary and extraordinary administration of the Foundation.
More specifically, at the compulsory but non-binding opinion of the Advisory Committee, it shall:
– resolve the guidelines of the activity of the Foundation and the objectives and programs thereof within the ambit of the aims and activities of the Foundation;
– approve the working plans of the Foundation;
– approve, modify, or revoke the regulations of the Foundation;
– disburse funds according to criteria of expediency and safe investment;
– approve the budget and financial statement;
– resolve the acceptance of inheritances, bequests, legacies, donations, liberal allocations and contributions, as well as the acquisition and transfer of real estate and movable assets;
– take resolutions as to the expenditure of moneys for investment to achieve institutional aims;
The Board shall also be autonomously responsible for:
– appointing the members of the Advisory Committee;
– appointing the General Secretary, empowering him or her to carry out the appropriate functions and determining the term of office, competences and remuneration, if any, thereof;
– stipulating conventions with private individuals and bodies corporate;
– taking resolutions with regard to the stipulation of loans and the opening of credit lines, as well as any other banking operation, necessary or useful for the fulfillment of the object of the Foundation.
Art. 12
Chairperson Office
The Board shall appoint the Chairperson and one ore more Deputy-chairpersons from among its members.
The Chairperson shall be the legal representative of the Foundation in all dealings with third parties and in judgment, and shall exercise all powers with regard to the ordinary administration thereof.
The Chairperson shall convene and chair the Board. At the first subsequent meeting, any provision of an urgent character, including the appointment of special proxies also to litigations, active and passive, of any kind, arbitration included.
If the Chairperson is not present, the above-mentioned powers shall be exercised by one of the Deputy-chairpersons.
Art. 13
Advisory Committee
The Advisory Committee is composed of five members, appointed by the Board from among persons of proven competence in the ambits in which the Foundation operates, and active for some time in organizations that are among its Founding Members.
The Board shall designate, by a majority of its members, the members of the Advisory Committee, choosing them from a pool of names, triple that of the number to be elected, indicated by the Founding Members,
The members of the Committee shall hold office for three years and are eligible for re-appointment.
The Committee shall elect from among its members a Chairperson who shall represents it at the meetings of the Board without being entitled to vote.
Art. 14
Competences of the Advisory Committee
The Advisory Committee shall act as a purposive and advisory organ for the Board.
The Advisory Committee shall elaborate work programs to achieve the objectives approved by the Board of Directors, following their progress and verifying the results achieved.
At the request of the Board of Directors, the Committee may also evaluate the Presìdia projects, partly to allocate funding according to the criteria approved by the Board of Directors.
The Advisory Committee shall, where compatible, operate in compliance with the rules set out in art. 10.
Art. 15
Experts
In order to optimize its activities re the drawing up of the guidelines for the management of funds and the actuation of the purposes and aims of the Foundation, the Advisory Committee may make recommendations to the Board with regard to the appointment of Experts, identified from among persons professionally qualified.
Art. 16
General Secretary
The General Secretary shall be responsible for executing and publicizing the resolutions taken by the Board of Directors, for coordinating the activities of the Foundation, and for drawing up the budget and the financial statement.
Upon the authorization of the Board, the General Secretary shall, if necessary, hire personnel, determining their salary and wages and shall be endowed with due disciplinary power.
Art. 17
Board of Auditors
The Board of Auditors shall be composed of three members, appointed by the Founding Members.
They shall hold office for three years and shall be eligible for re-appointment. In the event of vacation of office during their mandate, the Founding Members shall be responsible for replacing them.
The Board of Auditors shall check the financial management, ascertains the regular keeping of the accounting records and express its opinion in a special report on the budgets and financial statements.
Art. 18
Board of Arbiters
The Board of Arbiters is composed of three members, appointed by the Founding Members, who shall hold office for three years and are eligible for re-appointment. In the event of vacation of office during their mandate, the Founding Members shall be responsible for replacing them.
The Board of Arbiters shall any controversies that arise both among the organs of the Foundation and between the Foundation and Members. It shall also resolve the vacation of office and exclusion of Members of the Board.
The Board of Auditors shall judge ex bono et aequo, without procedural formality and in compliance with the principle of public discussion.
Art. 19
Gratuitousness of Offices
All offices shall be gratuitous unless the Board of Directors determines otherwise. Expenses incurred in the carrying out of activities shall be refunded.
Art. 20
Financial Year
The financial year shall commence on January 1 and terminate on December 31 each year.
The first financial year shall terminate on December 31 2003.
Art. 21
Dissolution and return of the properties
Those properties that should remain after the settlements will be donated to other non profit and social utility entities except for a different destination provided by law and except for what specified in the article 3.1 comma 2.
Art. 22
Modifications to the Statute
Modifications to this Statute shall be made by the Board in compliance with the law by a resolution taken with the favorable vote of at least two thirds of its members.
Art. 23
Final Provisions
The provisions of the Civil Code and the existing rules of law shall regulate any questions not expressly envisaged by this Statute.