Statute
Article 1 – Denomination and Headquarters
It is constituted on the initiative of Gian Paolo Barbieri (the “Founder”) a Foundation named “Fondazione Gian Paolo Barbieri”, without ties of graphic representation (the “Foundation”).
The Foundation has a non-profit purpose and cannot distribute profits, under any form and at any time.
The Foundation is headquartered in Milan, initially at Via Lattanzio No. 11.
Article 2 – Purpose
The Foundation, as a cultural institution operating in the field of visual art, pursues the aim of promoting the artistic figure of the Founder, his photographic works, and all material and immaterial property that testifies to his artistic-creative activity, and more generally, the promotion of historical and contemporary photography and other forms of visual art in their various expressions.
For the purposes set out above, the Foundation may carry out related and ancillary activities, including the realization and participation, with third parties, of local, national, and/or international cultural and educational events.
In particular, the Foundation carries out:
Activities of guardianship, management, acquisition, cataloguing, archiving, authentication, lending, protection, and conservation of the works of the Founder and of any property related to his artistic-creative activity, with special regard to the preservation of limited editions and prints;
Activities of promotion and dissemination of the cultural, artistic, and aesthetic values of the Founder, by any means, including, by way of example but not limitation:
The publication of books and catalogues related to the Founder and his activity;
The organization of exhibitions, permanent collections, events, and other manifestations related to the works of the Founder or his activity;
The institution of prizes, scholarships, and other forms of contribution in the name of the Foundation for the benefit of young emerging artists devoted to photography;
The establishment of continuing education courses and highly specialized training activities in the fields of photography, video, and visual arts in general;
The promotion of agreements and organization of study and popular initiatives such as conferences, seminars, congresses, and meetings in Italy and abroad, including collaborations with other foundations, companies, public and private entities, museums, universities, and scientific or cultural organizations;
Advisory and service activities for external public and private clients;
Any other activity coherent with the social purposes.
To pursue its purposes, the Foundation will establish a website dedicated to the artistic-creative activity of the Founder, where information about the Foundation’s activities and a global archive of the Founder’s photographic works will be published.
Furthermore, for the concrete execution of the above activities and achievement of its purposes, the Foundation may, by way of example and not limitation:
Execute any acts or contracts of any nature, including financing initiatives, accepting loans or credits, leasing, commodate, purchasing properties including buildings, and hiring staff in the most suitable legal forms, exclusively in the interest of the Foundation;
Execute any acts or contracts deemed appropriate for the efficient management of its property;
Acquire or dispose of photographic works and other artistic and historical property of the Founder or third parties to build and manage a collection;
Enter into agreements for the management of individual works, collections, and archives;
Participate in associations, companies, and institutions, public and private, which pursue similar objectives to those of the Foundation;
Request public and private contributions;
Execute agreements, including registration in public records, with public or private entities, as necessary for the achievement of the Foundation’s purposes;
Execute contracts for the sale of services and marketing of catalogues, publications, photography, and gift or novelty items;
Undertake any other activity supporting the pursuit of the statutory aims, seeking economic and financial balance.
Article 3 – Duration
The Foundation has unlimited duration.
Article 4 – Assets and Management Funds
The Foundation’s assets consist of the initial unavailable endowment provided by the Founder and recorded in the memorandum.
This unavailable asset may be increased through bonuses, legacies, donations, grants, or any other contributions from those wishing to support the Foundation, as well as through income generated by the assets if decided by the Board of Directors.
The Foundation’s management fund, used solely to achieve its goals, consists of all income not allocated to the increase of the assets and from the assets’ returns, subject to the provisions of the preceding paragraph.
Article 5 – Foundation Bodies
The bodies of the Foundation are:
The Board of Directors;
The President and Vice President;
The Sole Auditor or the Board of Statutory Auditors.
Honorary positions may also be appointed.
Article 6 – Board of Directors
The Foundation is governed by a Board of Directors composed of a minimum of five and a maximum of thirteen members. They serve indefinitely, except in cases of resignation, revocation, or disqualification, in addition to the Founder, Gian Paolo Barbieri, born April 19, 1935, in Milan, and other suitable persons involved in the Foundation’s establishment.
Additional members may be appointed after the Foundation’s constitution, within the maximum limit set above, by a decision of the Board of Directors with a four-fifths majority (rounded up) of the sitting members. These subsequently appointed members also serve indefinitely.
In the event of a vacancy, the remaining members replace the member within thirty days with a four-fifths majority (rounded up) decision. The Board of Directors has all powers of ordinary and extraordinary administration and may delegate part of these powers to its members, as well as to the Director and Secretary, if appointed. Committees may also be formed internally, and delegated actions must subsequently be ratified by the Board.
The positions of President, Vice President, and Advisor do not involve remuneration, except reimbursement of expenses and any payments established by the Board of Directors for specific duties, within the limits of Article 10, paragraph 6, of Legislative Decree 460/97.
The Board establishes possible remuneration for the Sole Auditor or Board of Statutory Auditors. It also approves statutory amendments, the dissolution of the Foundation, and the devolution of assets. The Board meets at least twice a year to approve the budget and budget report.
Board meetings are convened by the President via written notice, sent by registered letter, fax, certified or regular email, ensuring proof of receipt, at least eight days before the meeting, or three days in urgent cases. Notices must include the date, time, place, agenda items, and reasons for urgency.
Meetings are chaired by the President or, in case of absence, by the Vice President or the eldest director. Unless otherwise provided, meetings are valid with a majority of members present, and decisions are taken by an absolute majority.
In case of a tie, the President’s vote prevails.
For decisions regarding statutory amendments, dissolution, appointment of liquidators, and asset devolution, unanimous approval is required. For the following matters, a four-fifths majority is required:
Purchase or sale of movable or immovable property valued over €20,000;
Assumption of financing of any kind;
Change of Foundation headquarters to another municipality;
Delegation of powers to Board members, committees, the Director, or the Secretary.
Attendance may also occur via telecommunications, provided identity verification, participation in discussion and voting, and access to documents are ensured. Records of decisions must be transcribed chronologically and signed by the President and Secretary.
Article 7 – President and Vice President
The Founder appoints the President and Vice President at the first Board meeting.
In case of vacancy, the Board appoints replacements with a four-fifths majority.
The President represents the Foundation externally and legally, signs necessary acts, oversees administration, ensures compliance with the statute, executes Board decisions, and manages relationships with public and private entities. The President may appoint special attorneys for specific actions.
The Vice President substitutes for the President in case of absence or impediment.
Article 8 – Director
The Board may appoint and, if necessary, revoke a Director with a four-fifths majority, defining term, duties, powers, and possible compensation.
The Director, if appointed, is responsible for:
Administration of the Foundation, including accounting and bookkeeping;
Preparing the following year’s budget by November and the previous year’s budget report by February;
Maintaining records of Board and Scientific Committee decisions, and budgets;
Coordinating projects as directed by the Board.
Article 9 – Financial Year
The Foundation’s financial year ends on December 31.
Article 10 – Budget
The budget identifies planned activities based on available or estimated resources. It follows the structure of the budget report. The Board must approve the budget by November of the preceding year.
Article 11 – Budget Report
The budget report records activities and financial results of the previous year, including the statement of assets and management account. Expenses and income must reflect the relevant financial period. The Board decides on depreciation and multi-year costs, justifying choices in the accompanying report. The report and budget must be approved within 120 days of year-end.
Article 12 – External Auditor or Board of Auditors
Financial management and accounting are verified by a Sole Auditor or a Board of three statutory auditors.
Auditors are appointed by the Notarial President of the Council of Milan from the Register of Auditors for three consecutive years and may be reappointed.
Auditors also provide a report on the budget and the consistency of activities with statutory purposes.
Article 13 – Termination
In case of dissolution, the Foundation’s assets, after liquidation, will be transferred to another entity with similar purposes, according to the governing authority.
Article 14 – First Appointment of Bodies and Offices
The initial appointment of the Foundation’s bodies and offices occurs during the constituent act.
Article 15 – Final Provisions
For any unforeseen matters, reference is made to the applicable laws.