BYLAWS OF THE FOUNDATION
“IL BISONTE-PER LO STUDIO DELL’ARTE GRAFICA”
ART. 1) The Foundation “IL BISONTE – PER LO STUDIO DELL’ARTE GRAFICA”, having its registered office in Florence, via del Giardino Serristori no. 13/R, is hereby incorporated respecting the will of Maria Luigia Guaita.
ART. 2) The Foundation shall mainly operate in the city and territory of Florence on a nonprofit basis to ensure the continuity of the school of specialization founded by Maria Luigia Guaita and to contribute to studies and research in the field of the art of traditional and manual printing (lithography, engraving, restoration of graphic works, etc.), applying them to contemporary art. The above has the specific intent of promoting knowledge and expertise in the techniques related to printing.
To achieve such objective the Foundation, including through the collaboration of qualified cultural institutes and interested public or private entities, will specifically work to:
a) preserve, organize, enhance, and increase the library and archive that it already possesses;
b) create a patrimony of documents (designs, prints, matrices, etc.) and a consultation, information, and documentation service for them;
c) efficiently manage the professional school of specialization, reserved to skilled operators in this field, who are indicated by the most serious European and non-European academies and institutions;
d) promote and organize research and study conferences, exhibits and cultural initiatives;
e) curate and publish editions, including periodicals, of studies and research;
f) create scholarships and other forms of incentives aimed at young artists and researchers in collaboration with Italian and foreign Universities and with any other interested public or private Entity, as well as create grants per specific research in Italy and abroad.
The Foundation will exclusively pursue the above-mentioned objectives with the prohibition of engaging in different activities, except for those that are directly related to such objectives. The Foundation can perform any transaction, stipulate agreements with public and private entities, acquire real property through ownership, rent, leasing or gratuitous use, to use as its legal or administrative headquarters or as premises for the activities envisaged by these Bylaws, cooperate with other entities, hold interests in companies, consortium and associations that pursue objectives analogous to those of the Foundation, open bank accounts, make deposits, invest the proceeds from
its activity and engage in any personal property, real property and financial activity suitable for enhancing the accomplishment of the Foundation’s objectives, all within the limits of and in compliance with applicable outstanding law.
ART. 3) The Foundation has the patrimony attributed to it in the Articles of Incorporation and by any further increases thereto. Specifically, the assets consist of:
– the personal property and sums donated by the Founder;
– the Founder grant of the gratuitous use of real property located in Florence, respectively in via del Giardino Serristori 13 red, and via San Niccolò numbers 7 red and 38 black, for as long as the school remains active;
– the real and personal property that is subsequently transferred, for any reason, to the
Foundation, including by donation or contribution from public and private Entities or which is purchased by the Foundation using its funds, which are expressly aimed at increasing the patrimony of the Foundation and necessary to achieve the objectives set forth in Article 2 (two) of these Bylaws.
ART. 4) To comply with its responsibilities, the Foundation has the following income:
– income deriving from its assets;
– any possible contribution and/or donation, aimed at achieving its statutory objectives and not expressly intended to increase its patrimony;
– fees deriving from the management of the professional school of specialization and from other initiatives promoted by the Foundation.
Any residual assets from the annual management must be used to increase the Foundation’s patrimony.
ART. 5) The Foundation’s fiscal years shall begin the first of January and end on 31 December of each year. At the end of each fiscal year the directors shall prepare the Foundation’s final balance sheet and budget, ensuring that they comply with the rules on orderly accounting records.
ART. 6) The Foundation’s bodies shall be:
– the Board of Directors,
– the Chair;
– the Director;
– the Cultural-Scientific Committee;
– the Board of Statutory Auditors.
ART. 7) The Board of Directors is composed of four members, including the Chair and Vice Chair. Maria Luigia Guaita is a member by right of the Board of Directors during her lifetime (except in the case of voluntary resignation). With respect to the other three members of the Board of Directors, one member shall be chosen by Maria Luigia Guaita, one member shall be the President of the Accademia delle Arti del Disegno or
his delegate and one member shall be appointed by the Director of the Gabinetto Disegni e Stampe of the Uffizi. If Mrs. Maria Luigia Guaita ceases to act as director, regardless of the reason therefore, the appointment of the missing director shall be made by the decision of the other members of the Board of Directors, taken by majority vote, from a list of three candidates indicated by the Director of the Foundation, all on the condition that at least one member of the Board be represented by a member of the family of Mrs. Maria Luigia Guaita. Similarly, if a member other than the President of the Accademia delle Arti del Disegno (or his delegate) or the person chosen by the Director of the Gabinetto Disegni e Stampe of the Uffizi
ceases to hold office, the appointment of the missing director shall be made by the decision of the other members of the Board of Directors, taken by majority vote, from a list of three candidates indicated by the Director of the Foundation, all on the condition that, as already specified above, at least one member of the Board is represented by a member of the family of Mrs. Maria Luigia Guaita.
If there is no member of the above family, or if there is a member but they do not want or cannot accept the position as director of the Foundation, the Board of Directors shall be reduced to just three members. The directors shall remain in office for three fiscal years and shall expire with the meeting of members called to approve the financial statements related to the last fiscal year of their term of office; the directors appointed in substitution of directors who have ceased to hold office (regardless
of the reason therefore) shall expire with those in office at the time of their appointment. A director who misses three consecutive meetings without a justified reason shall be considered to have forfeited the office for all effects.
The number of Directors can be increased up to seven members by means of cooptation by the remaining members, and the relative resolution shall be validly approved with the presence and favorable vote of at least 2/3 (two-thirds) of its members, except always for the obligation that at least one member of the Board be a member of the family of Mrs. Maria Luigia Guaita.
ART. 8) The Board of Directors has all necessary powers for the ordinary and extraordinary administration of the Foundation, and in particular:
– the Board shall elect the Chair and Vice Chair from among its members in conformity with what is better specified above;
– it shall prepare and approve the budget within the thirtieth of November of each year and the final balance sheet within the thirty-first of the following March;
– it approves the annual program of activities, upon the opinion of the Cultural-Scientific Committee;
– it approves any collaboration agreements between the Foundation and other public or private Entities;
– it approves the possible creation of study and research centers and govern their organization and functioning;
– it determines the powers and duties that it decides to grant to the Chair in addition to those already provided by the Bylaws;
– it approves any internal regulations;
– it determines the legal position and remuneration of staff;
– it decides whether to accept contributions and donations, as well as any purchases and sales of real and personal property;
– it provides for the safest and most opportune use of the patrimony;
– it appoints the Director and designates the members of the Cultural-Scientific Committee upon the proposal of the Chair, and decides their economic remuneration;
– it approves amendments to the Bylaws with the presence and favorable vote of at least 2/3 (two-thirds) of its members.
ART. 9) The Board of Directors shall meet at least three times each year and shall be called by the Chair, who shall preside over it. It must also be called whenever a request is made by at least two of its members. The Board of Directors shall deliberate with the presence of at least one-half of its members by a majority of those present unless the Bylaws require a higher qualified majority. In the case of parity of votes, the vote of the Chair shall prevail. The Director shall be entitled to participate at the meetings of the Board of Directors, but without the right to vote.
If deemed opportune, the Board of Directors can invite one or more members of the Cultural – Scientific Committee to its meetings and shall meet together with such Committee at least twice
ART. 10) The Chair shall have the legal representation of the Foundation with respect to third parties and at law. The Chair shall call and preside over the Board of Directors and shall ensure that its resolutions are implemented. In the case of absence or impediment, the powers attributed to the Chair shall be exercised by the
Vice Chair. The office as Chair shall be held by Mrs. Maria Luigia Guaita during her lifetime, who shall appoint the Vice Chair from among the directors in office. If Mrs. Maria Luigia Guaita ceases to hold the office as Chair, regardless of the reason, even the office of Vice Chair shall terminate and the Board of Directors shall appoint from among its members, by the absolute majority of its members, a new
Chair and a new Vice Chair (without prejudice to what is specified above in Article 7 (seven) of these Bylaws with regard to the formalities of the composition of the Board of Directors).
ART. 11) The Director of the Foundation shall be appointed by the Board of Directors, shall remain in office for three years and can be reconfirmed. The Director prepares the annual program of activities of the school of specialization, to be submitted to the opinion of the Cultural-Scientific Committee and to the approval of the Board of
Directors, and shall implement it after it has been approved. He is responsible for the coordination and control of the Foundation’s activities and for external collaborators who might be asked to participate in the Foundation’s individual initiatives. The Director shall also perform the functions and duties that are delegated to him by the Board of Directors.
ART. 12) The Cultural-Scientific Committee is composed of the Chair of the Foundation, the Director of the Foundation, and by a minimum of three and a maximum of five members appointed by the Board of Directors by the absolute majority of its members, upon a proposal of the Chair, from among the persons who have distinguished themselves in the fields of activity indicated in Article 2 (two) of these Bylaws. In the case of the resignation, death, or permanent disability of one of the members of the Cultural-Scientific Committee, the appointment of the member in substitution of the member who is no longer in office shall be made in the manner indicated above.
ART. 13) The Cultural-Scientific Committee shall meet at least three times a year and can be called any time the President of the Committee or the Director of the Foundation deems it opportune, or upon the request of at least three members of such Committee. The Committee formulates opinions and makes proposals with respect to the Foundation’s programs of activity, also indicating the persons deemed suitable for collaborating with the implementation of such activities. It expresses opinions on the results achieved in relation to the individual initiatives carried out by
ART. 14) The Board of Statutory Auditors is composed of three members, who shall remain in office for three fiscal years and expire with the meeting of members called to approve the financial statements related to the last fiscal year of their term of office. The appointment of the members of the Board of Statutory Auditors shall be made by Mrs. Maria Luigia Guaita during her lifetime; subsequently, it shall be made by the members of the Board of Directors who are members of the Founder’s family.
If there is no member of the above family in the Board of Directors, the appointment of the members of the Board of Statutory Auditors shall be left to the decision of the Board of Directors, approved by majority vote. If one or more members of the Board ceases to hold office during their mandate, the appointment of the members in substitution shall be made in the manner better indicated above; in such case, the
members thus appointed shall expire with those in office at the time of their appointment. The Board of Statutory Auditors shall control the financial management, verify that the accounting records are properly kept, express its opinion, by means of specific reports, on the budgets and final accounts, and control cash accounts.
The Statutory Auditors can be present at the meetings of the Board of Directors.
ART. 15) The applicable outstanding provisions of law shall apply to anything not expressly provided by these Bylaws.
Signature Maria Luigia Guaita
Signature Paola Cinuzzi witness
Signature Katia Bartoli witness
Signature Marcello Focosi Seal