Articles of association
Foundation La Triennale di Milano
with registered offices in Palazzo dell’Arte, Viale Alemagna 6, Milan, Italy
As per Art. 1 of Italian Legislative Decree no. 273 of 20 July 1999, Fondazione La Triennale di Milano (hereafter referred to as the “Foundation”) is governed by these Articles of Association, adopted by the Board of Directors pursuant to and by effect of said Legislative Decree.
The Foundation has its registered offices in Palazzo dell’Arte, Viale Alemagna 6, Milan, Italy.
The Foundation continues the work carried out by the public institution governed by Royal Decree Law no. 949 of 25 June 1931, converted by Law no. 1780 of 21 December 1931, and Law no. 137 of 1 June 1990.
The Foundation is a not-for-profit organisation and may not distribute profits.
The purposes of the Foundation are realised within Italy. The activities of the Foundation, which are instrumental to its purposes, may be carried out in Italy and abroad.
Delegations and Offices
Delegations and offices may be set up both in Italy and abroad in order to carry out such ancillary and instrumental activities of promotion, development and expansion of its network of national and international relationships as may be required to assist the Foundation.
The Foundation has the following purposes:
- to perform and promote activities of research and documentation, sectoral and interdisciplinary exhibitions of national and international importance, particularly in the field of architecture, urban planning, the decorative and visual arts, design, handicrafts, industrial production, fashion, audiovisual communication and of all artistic and creative forms that may in their various ways refer to them;
- to organise international exhibitions every three years in the aforementioned sectors.
The life of the Foundation shall therefore reflect the differentiation and integration of these two fundamental pillars of culture.
The Foundation also facilitates the free participation of all those who may be interested in its cultural activities, ensuring full freedom of ideas and forms of expression and, also through conventions, it encourages the circulation of its own cultural heritage to foundations, institutions, authorities and cultural associations, schools, and universities.
Instrumental, Ancillary and Related Activities
To achieve its aims, the Foundation may, amongst other things:
a) stipulate any appropriate deed and contract, also for the purpose of funding approved operations, including, though not to the exclusion of others, the underwriting of short- and long-term loans and credits, the freehold or leasehold purchase of real estate, and the stipulation of all types of contract, including those to be transcribed in public registers, with public or private bodies, should they be considered appropriate and useful for achieving the aims of the Foundation;
b) administer and manage the assets of which it is the owner, lessor, borrower, or that it owns in any way.
c) participate in associations, agencies and institutions, both public and private, the activities of which are directly or indirectly in pursuit of aims similar to those of the Foundation itself. The Foundation may contribute to the incorporation of the aforesaid institutions in such cases as it may deem appropriate;
d) subject to authorisation by the supervisory body, constitute, participate in and promote the constitution of joint-stock companies that may serve to achieve its own aims;
e) promote and organise seminars, training course, events, conferences, congresses, and meetings, publishing the proceedings or related documents, and all such initiatives as may foster systematic contacts between the Foundation and Italian and international cultural institutions, and their staff and the public;
f) carry out commercial and other ancillary activities that may be accessory and instrumental to the pursuit of its institutional aims.
g) institute and grant awards and scholarships, and call for tenders;
h) carry out any other appropriate activity that may assist the pursuit of its institutional aims.
The Foundation has the exclusive right to the use of its name, of its historic appellation and its own image, as well as the names of the events it organises. The Foundation may authorise or concede their use for events consistent with its institutional aims.
Should the Foundation carry out a commercial enterprise, it shall be subject, in the case of insolvency, to the forced liquidation of its assets.
Monitoring and Extraordinary Administration
The Ministry of Cultural Activities and Heritage has the power to monitor the management of the Foundation.
It has the right to dismiss the Board of Directors when:
a) there are serious irregularities in the administration, which is to say, serious violations of the legislative or statutory provisions that regulate the Foundation’s activities;
b) the profit and loss account closes with losses in excess of 30% of the assets for two consecutive fiscal years, or when asset losses of such an amount are foreseen;
c) the assets are not reconstituted, pursuant to Art. 6, last para. of the present Articles of Association;
d) it is impossible for the organs of the Foundation to function.
With the order of dismissal, a Commissioner Extraordinary shall be nominated and the duration and remuneration of his or her assignment shall be established. The Commissioner Extraordinary shall have all the powers of the president and of the Board of Directors.
The Commissioner Extraordinary shall attend to the management, ascertainment and elimination of any irregularities, promoting solutions that may assist in the attainment of the Foundation’s institutional purpose. The Commissioner shall be in a position of responsibility with regard to the dissolved Board of Directors, subject to authorisation from the supervisory authority.
The assets of the Foundation consist of the following:
- movable and immovable properties of which it is the owner, as described and estimated in the report referred to in Art. 1, para. 3, of Legislative Decree no. 273 of 20 July 1999;
- movable and immovable assets which the Foundation may acquire by any means, including properties purchased by the Foundation in accordance with these Articles of Association, should the Board of Directors resolve to ascribe these properties to its assets;
- donations made by institutions or private citizens with the explicit purpose of increasing its assets;
- part of the unused surplus which, upon approval by the Board of Directors, may be used to increase the assets;
- contributions made to the assets by the European Union, the State, local authorities or other public authorities.
The estimate of the conveyances, should this be required, shall be made in compliance with Art. 2343 of the Italian Civil Code.
For requirements concerning the execution of its own assignments, and with the exception of the period of administration by a commissioner, the Foundation may dispose of its assets up to a limit of 20% of the value registered in the last approved financial statement, and is obliged to ensure its reconstitution by the end the subsequent two financial years.
Assets under Licence
The licence for the Foundation to use movable and immovable assets is regulated by special bilateral agreements; the value attributed to the right of use shall not be included in the assets of the assignee.
Whatever the circumstances, such movable or immovable assets as may be granted for use by the Foundation shall be considered part of the assets of the grantor upon termination of the aforesaid agreements in the event that the Foundation should be dissolved.
The management fund of the Foundation consists of:
- income and proceeds from the assets and activities of the Foundation;
- any donations or testamentary dispositions which are not expressly assigned to the assets;
- any other contributions assigned by the State, local authorities or other public bodies;
- contributions from institutional participants and from participants;
- revenues from institutional, ancillary, instrumental and related activities.
The Foundation’s revenues and resources shall be used for running the Foundation itself, and for achieving its purposes.
The fiscal year starts on 1 January and ends on 31 December of each year.
The Board of Directors shall approve the economic budget for the following year by 30 November, and the final balance of the previous year by the following 30 April. Should particular circumstances so require, approval of the final balance may take place until 30 June.
The economic budget and the balance sheet shall be sent to all entitled participants, accompanied by the annual report and the auditors’ report, in compliance with the conditions and procedures set out in Art. 2 of Law no. 259 of 21 March 1958.
Even when not involved in commercial activities, the Foundation shall keep such books and other accounts as required by Art. 2421 of the Italian Civil Code and shall draft the balance sheet in accordance with the provisions laid out in Art. 2423 of the Italian Civil Code, in so far as they are compatible.
The principles referred to in Art. 2423 ff. of the Italian Civil Code shall be observed, to the extent to which they are applicable, when drafting the financial statements, which comprise the balance sheet, income statement and accompanying notes.
Within their own field of competence, the organs of the Foundation may incur liabilities and take on obligations within the limits imposed by the appropriations of the approved balance sheets.
Commitments of expenditure and obligations contracted by the legal representative of the Foundation, by members of the Board of Directors, or by the Director General, if in possession of a proxy, shall not exceed the limits of the approved appropriations.
Any annual administration surplus shall be used for any reconstitution of assets that may be required, before being used to further the Foundation’s activities or for the purchase of fixed assets or to improve its activities.
The distribution of profits or budget surplus is prohibited, as is that of funds and reserves during the life of the Foundation, unless the destination or distribution is dictated by law.
Provisions for Public Control of Accounts
The balance sheet shall be forwarded, within 15 days of deliberation, to the monitoring authority and to the Ministry of the Treasury, for joint approval within 60 days of receipt. Within 30 days after approval, a copy of the balance sheet shall be deposited by the administrators at the company registry office.
Financial management is subject to control by the Court of Auditors.
Members of the Foundation
Members of the Foundation consist of:
- Participants by right;
- Institutional participants and participants.
Participants by Right
Participants by right are the Ministry of Cultural Heritage (hereafter referred to as “the Ministry”) and the City of Milan (Comune di Milano).
Institutional Participants and Participants
Natural and legal persons, whether public or private, and institutions that contribute to the assets or to the management fund through financial contributions in forms and amounts corresponding to the minimum established by the Board of Directors, may become institutional participants, nominated as such by the Board of Directors in accordance with Art. 16 of these Articles of Association.
The contributions of institutional participants are in any case to be used for the purposes of a multi-year plan of activities drawn up by the Board of Directors. All institutional participants are thus obliged, for the first four years of their participation in the Foundation, to pay the contributions made payable by them by the multi-year plan approved by them in advance. This obligation ceases as from the fifth year of their participation in the Foundation.
Regione Lombardia is considered as an institutional participant in accordance with Art. 16, para. 2, letter d) of these Articles of Association. The title of Participant may be obtained by public or private legal persons and natural persons, whether individual or associated, Italian or foreign, who, by sharing the aims of the Foundation, contribute to its life and to the achievement of its aims through annual or multi-year contributions in cash, in accordance with the procedures and minimum amounts established, even on a yearly basis, by the Board of Directors, or through activities, including professional contributions, of particular importance or through the contribution of tangible or intangible goods. The estimate of the contributions in kind shall take place, where applicable, in accordance with Art. 2343 of the Italian Civil Code.
The Board of Directors may, in its regulations, determine the subdivision and grouping of participants into categories of activity and participation in the Foundation.
The title of Participant may be used for the entire period of time during which the contributions are regularly made.
Exclusion and Withdrawal
The Board of Directors may, with an absolute majority of members having a right to vote, decide the exclusion of institutional participants and, with a majority of those present, that of participants for grievous and repeated non-compliance with the duties and obligations deriving from these Articles of Association, including, by way of illustration and in no way binding:
- non-compliance with the obligation to make the contributions and bestowals provided for by these Articles of Association;
- conduct that is incompatible with their duty to cooperate with other members of the Foundation;
- conduct that is contrary to their duty to provide immaterial services.
In the case of institutions and/or legal persons, exclusion takes place for the following reasons:
- extinction, for any reason;
- initiation of liquidation procedures;
- insolvency and/or initiation of bankruptcy procedures, even out of court.
Institutional participants and participants may at any time withdraw from the Foundation in accordance with Art. 24 of the Italian Civil Code. In such case they are obliged to fulfil the obligations they have entered into with the Foundation.
Organs of the Foundation.
The organs of the Foundation are as follows:
- Board of Directors;
- President of the Foundation;
- Scientific Committee;
- Board of Participants;
- Consultative Committee;
- Board of Auditors
Board of Directors
The Board of Directors is appointed by decree of the Ministry of Cultural Heritage fully respecting the principles of cultural pluralism. It consists of:
a) three directors appointed by the Ministry of Cultural Heritage;
b) three directors appointed by the Comune di Milano;
c) one or two directors, representing private participants, appointed by the Board of Participants, should the situation referred to in Art. 22 arise;
d) one director nominated by Regione Lombardia, should it pass a motion to contribute ordinarily to the activities of the Foundation with a financial contribution which is, for each year, no less than thirty percent of the sum of ordinary contributions paid annually by the Ministry of Cultural Heritage and by the Comune di Milano.
Should there ne no participation by private entities or if they constitute less than 5 percent of the total assets, the first director, as per para. 1, letter c), shall be appointed by the Ministry of Cultural Heritage.
Members of the Board of Directors are selected from persons of a high cultural profile, particularly as regards the sectors of activity of the Foundation, and with proven organisational abilities.
Member of the Board of Directors work exclusively to further the interests of the Foundation with no mandatory limitations imposed by those who appoint them. They shall have no direct, personal interests in business activities in the same field of activity as the Foundation.
Members of the Board of Directors maintain their position for four years and may be reappointed once only. Should a member of the Board of Directors be appointed prior to the four-year expiry date, he or she maintains the position until such date.
Members of the Board of Directors who, without justifiable reason, do not take part in three consecutive meetings, may be debarred by the Board itself. In such case, as in any other possible case of vacancy of the post of director, the Board of Directors shall take measures, in compliance with the nominations referred to in para. 2, to consult those persons qualified to make appointments so that they may appoint a new director, who will maintain the post until the expiry of the Board of Directors.
In accordance with its statutory aims, the Board of Directors establishes the objectives and programmes of the Foundation and verifies the overall results of its management.
In particular, it shall:
1. Establish the guidelines for the activities of the Foundation and its objectives and programmes, within the scope of the purposes and activities referred to in Arts. 3 and 4;
2. Approve the forward budget and the final balance;
3. Allocate appropriations for institutional activities;
4. Establish the criteria to be met by institutional participants and participants in the Foundation in accordance with Art. 13 of these Articles of Association, and proceed to make the relative nominations;
5. Establish the sectors of activity of the Foundation;
6. Appoint the director general and the curators of the sectors of activity of the Foundation, establishing their remuneration, through resolution subject to approval by the supervisory authority, in concert with the Minister for the Treasury.
7. Appoint a president of the Board of Directors of the Foundation, in compliance with Art. 18 and a vice president, who will replace the president should the latter be absent or subject to impediment.
8. Appoint the Consultative Committee with the advice of the president;
9. Delegate part of its functions to the president, should it deem necessary;
10. Confer upon the director general and members of the Board of Directors such special assignments and powers of representation as may be necessary for the execution of such assignments;
11. Hire and dismiss the staff of the Foundation;
12. Appoint the members of the Board of Auditors to which it is entitled;
13. Establish, through its own resolutions, subject to approval by the monitoring authority and in concert with the Ministry of the Treasury, the remuneration payable to the president, and the level of the allowance payable to the other members of the Board of Directors and to members of the Board of Auditors for participation in the sessions of the various organs;
14. Approve, should it consider useful and desirable, regulations to implement these Articles of Association;
15. Approve any modifications to these Articles of Association;
16. Approve the dissolution of the Foundation and the transfer of its assets.
17. Execute any other tasks assigned to it by these Articles of Association.
Convocation and Quorum
The Board of Directors is convened by the president, on his or her own initiative or upon request by at least one third of its members, without formal obligations so long as convocation is made via suitable channels and at least eight days prior to the date established for the assembly. In case of need or emergency, the communication may be made three days prior to the date established.
The notice of convocation shall contain the order of the day and the place and time of the assembly. It may also indicate the day and time of the second convocation and it may establish that this is to be held on the same day as the first convocation, not less than one hour later. The Board is regularly convened at first call if there is a majority of members in office. At the second convocation, the assembly is valid with the presence of at least one third of members in office. Resolutions are passed by the votes of an absolute majority of those present; in case of parity, the president has the casting vote. For resolutions referred to in numbers 14, 15, and 16 of Art. 16, a vote in favour is required by a majority of all members with the right to vote.
The minutes of the meetings of the Board of Directors shall be drafted, signed by the person presiding over the Board and by the Director General, who acts as secretary or, in his or her absence, by the person appointed by the president as Secretary of the meeting.
In the event of the absence of one or more directors, the Board may pass resolutions with the approval of a majority of members.
The President of the Board of Directors of the Foundation
The president of the Board of Directors is elected by the Board from among its members.
Should the president not be elected from among the members, as referred to in Art. 16, letter b), the election is effective upon approval by the Comune di Milano, to be expressed in accordance with Art. 36, para. 5, of Law no. 142 of 8 June 1990, within 30 days of receipt of communication of the election.
An opinion that is not expressed by this deadline will be deemed favourable.
The president of the Board of Directors is the legal representative of the Foundation and promotes its activities; in case of necessity and emergency, he or she shall execute the actions that are within the jurisdiction of the Board of Directors and shall submit them to ratification by the Board no later than 30 days subsequent to their adoption and, in any case, at the first possible meeting.
In particular, the president shall maintain relations with public bodies, institutions, enterprises, and other organisations also with a view to establishing cooperation in support of the individual initiatives of the Foundation.
The director general is a function of the Foundation and is appointed by the Board of Directors, which establishes the precise assignments and the nature and duration of the appointment, which is subject to civil law. The director general may be removed from his or her position on the Board of Directors at any time for grievous reasons.
The director general is the operational director of the Foundation’s activities.
In particular, he or she shall:
a) see to the organisational and administrative management of the Foundation, and to the organisation of individual initiatives, providing the means and instruments required for their implementation;
b) advise the Board of Directors about the hiring of staff within the limits imposed by the budget;
c) coordinate the activities of the curators in the areas of activity of the Foundation;
d) implement, within the areas of his or her competence, the resolutions of the Board of Directors, and the acts of the president.
He or she takes part, without the right of vote, in the meetings of the Board of Directors, of the Scientific Committee, and of the Board of Participants.
The Scientific Committee consists of:
a) the president of the Board of Directors, who presides over it;
b) the curators of the areas of activity of the Foundation.
Members of the Scientific Committee work exclusively to further the interests of the Foundation with no mandatory limitations imposed by those who appoint them. They shall have no direct, personal interests in the execution of business activities in the same field of activity as the Foundation.
The Scientific Committee adopts resolutions concerning the cultural and artistic activities of the Foundation, establishing its programmes, the organisation of exhibitions and events, and permanent activities of study, research, and experimentation.
The Committee expresses its opinion about matters submitted to it by the Board of Directors.
The constitutive and deliberative quorums are established by a weighted voting system on the basis of 70 votes/points available to the Scientific Committee, of which 30 are available to the president and the remainder equally divided among the other four members.
The Committee is validly formed with the presence of at least 60 votes/points.
The Committee carries a resolution with an absolute majority of votes/points.
At least three members of the Consultative Committee shall be present at the meetings of the Scientific Committee.
Members of the Scientific Committee remain in office for four years.
Curators of Areas of Activity
The curators of the areas of activity of the Foundation are persons of proven experience in the areas of activity concerned who are selected and appointed by the Board of Directors. They may be dismissed at any moment by the Board itself, even without just cause.
The areas of activity of the Foundation are as follows:
a) Exhibition activities;
b) Information, conferences and seminars;
c) Documentation, studies and research;
d) Cultural alliances in Italy and abroad.
The curators are responsible for the areas assigned to them and they are members of the Scientific Committee, as per Art. 20. The curators remain in office for a period of four years.
Board of Participants
The Board of Directors appoints the Board of Participants.
The Board of Participants consists of all the participants in the Foundation and shall meet at least once a year.
The Board has the task of designating one member of the Board of Directors, should the participants reach a level of participation in the assets of the Foundation of no less than 15%. Should its participation in the assets of the Foundation exceed 25%, the Board of Participants shall designate one more member of the Board of Directors. During its initial application and for the duration of the first mandate, it will be subject to the temporary provision referred to in Art. 28.
The Board submits its opinions on the activities, programmes, and objectives of the Foundation that have already been drawn up or that are to be decided upon, as well as on the budget and final balance.
The meetings of the Board of Participants are presided over by the president of the Foundation and are convened by him or her at a time that shall not prejudice the activities of the Foundation itself. The Board of Participants is validly convened whatever the number of participants. Resolutions are carried by a majority vote. Votes are assigned to members proportionately, on the basis of their effective contribution to the Foundation.
The Board may meet in plenary session, for a moment of dialogue and analysis with all the members of the Foundation. Observers also take part in such events, together with all the categories of members of the Foundation. Said observers may be public or private legal persons, and Italian or foreign institutions or bodies that have applied to the Foundation for such a purpose.
The Consultative Committee is the consultative organ of the Foundation. Chosen and appointed by the Board of Directors upon the advice of the president, it consists of a variable number of Italian or foreign members who are particularly qualified and of acknowledged prestige in the field of art, collecting and culture in general, particularly with regard to the areas of interest of the Foundation.
The Consultative Committee carries out advisory activities and cooperates with the Board of Directors on establishing the programmes and activities of the Foundation.
Members of the Consultative Committee remain in office for a period of four years. The appointment may be terminated at any time by resignation, or for reasons of incompatibility or through removal. The Consultative Committee is presided over by the president of the Foundation and is convened by him or her whenever he or she considers it appropriate, as well as to express his or her opinion about the Foundation’s programme of activities. Members of the Consultative Committee take part, without right of vote, in the meetings of the Scientific Committee.
Board of Auditors
The Board of Auditors consists of three permanent members and two alternate members. One permanent member has the function of president, one alternate member is nominated by the Ministry of the Treasury, one permanent member is appointed by the Ministry of Cultural Heritage, and one permanent member and one alternate member are appointed by the Comune di Milano.
The Board of Auditors monitors the financial management of the Foundation, verifying the regular keeping of accounts, examining the proposed forward budgets and the economic and financial accounts, drafting special reports, and making cash checks.
Members of the Board of Auditors take part, without right of vote, in the meetings of the Board of Directors. Members of the Board of Auditors may at any time, even individually, carry out inspections and checks, as well as requesting the administrators to provide information about the progress of the Foundation’s operations or particular aspects of business. Said powers shall initially be exercised on a collegial basis.
The investigations carried out shall be reported in the Board of Auditors’ special book of meetings and resolutions.
Members of the Board of Auditors remain in office for a period of four years and may be reappointed.
They may be removed at any time, even individually, by the body that nominated them, without the need for just cause.
Labour relations with Foundation staff are regulated by the provisions of the Italian Civil Code and by laws on work under an employment contract in businesses, as laid out in the Italian national collective labour agreement.
Until the first collective labour agreement is signed with a member of staff, personnel are subject to the economic and juridical treatment in force on the date the Legislative Decree no. 273 of 20 July 1999 came into effect, including the application of any renewal of the collective agreement that may have come into effect in the meantime in the sector concerned.
The formal institution of the autonomous entity under Article. 1 of these Articles of Association does not constitute cause for termination of employment with employees who have an open-term contract on the date of entry into force of said Decree.
Employees maintain the rights accrued through length of service reached prior to the transformation.
The severance indemnity for permanent staff employed at the time the aforementioned Decree came into effect continues to be regulated by Art. 13 of Law no. 70 of 20 March 1975 until the Foundation is instituted, and the amounts accrued by each employee for their severance indemnity on the date of institution of the Foundation shall constitute retained earnings to be revalorized in accordance with Art. 2120 of the Italian Civil Code. For the purposes of social-security treatment, members of staff may choose, within three months from the stipulation of the first national collective labour agreement, to maintain their existing registration.
Within three months of the date of stipulation of the first collective labour agreement, members of staff may choose to remain as civil servants, and will thus be placed in labour mobility. They will be subject to the regulations contained in Legislative Decree no. 29 of 3 February 1993 and chiefly in Art. 35 and subsequent modifications.
In the event of dissolution of the Foundation for whatever reason, the assets shall be devolved, by resolution of the Board of Directors, to other bodies that pursue similar aims, which is to say in the public interest.
All matters not referred to in these Articles of Association shall be subject to the provisions of the Italian Civil Code and to the relevant laws in force.
Limited to its first term of office, the Board of Directors will initially be comprised as follows:
a) four directors appointed by the Ministry of Cultural Heritage;
b) three directors appointed by Comune di Milano, in accordance with applicable laws and regulations;
c) one director nominated by Regione Lombardia, which has approved a motion to contribute, as an ordinary procedure, to the activities of the Foundation with a grant of no less than one quarter of the sum of ordinary contributions paid by the Ministry of Cultural Heritage and by Comune di Milano;
d) one or two directors appointed by the Board of Participants, should the situation referred to in Art. 22 arise. Solely for its time of adoption and for the first term of office of the Board of Directors, private participants in the Foundation may appoint a member of the Board of Directors, should said private participants make a financial contribution, even in aggregate form, of no less than one billion lire for each year of the term of office of the director. Following the same procedures, a second member of the Board of Directors may be appointed, should the financial contribution exceed two billion lire.
Signed: Augusto Morello
Enrico Bellezza, L.S. Notary Public