The Statute

Art. 1) The Foundation Ugo Da Como has been created as Moral Institution with Royal Decree, 4th May 1942, no. 534, in conformity with dispositions of the Senator Ugo Da Como, declared on his holograph testament on 21st April 1929.
It is constituted from what was given by its founder: All the buildings that belong to the monumental complex located in the Town of Lonato del Garda (Brescia), including the Visconti Venetian Fortress with park and surroundings , the Casa del Podestà with its contents, gardens and surroundings, the Library, the rooms of the so-called “Foresteria”, the Public Library “Giuseppe Da Como”, the houses of the quarter called “Cittadella”, the farming land; as well as what was reached or will be reached from next purchases and/or legacies for valuable or free or succession consideration.
In the building called “Casa del Podestà” has the seat the “Museum Casa del Podestà” which, along with the Library, forms the house museum of the Senator Ugo Da Como.
 
 Art. 2) The Foundation has for purpose and content:
a) The preservation, the protection, the conservation, the promotion and to value the properties of architectonical, artistic and historical interesting as Decreto Legislativo no.42 on 2004 (Codice dei Beni culturali e del paesaggio) and next modifications, described at previous art. 1, establishing its cultural heritage;
b) The planning of educational services and study of the museum and cultural activity and those connected in order to create and develop the knowledge in benefit of the society and its developing;
c) The promotion, the develop and cultural value of the local, national and international community;
d) The organization of the activities and the events that can contribute to promote the monumental complex and guarantee it appropriate earnings for subsistence level.
 
The Ugo Da Como Foundation is located in Lonato del Garda (Brescia), in the Casa del Podestà in Via Rocca 2.
It is crated for the public use and benefit, with prohibition of doing activities different from those specified in the present article except those directly connected to it.
The Foundation is a no-profit making business.
 
Art.3) The Foundation provides for the costs of its financing with these earnings:
a) Revenues of tickets and entrance fee to the Visconti Venetian Fortress and the Museum Casa del Podestà;
b) Revenues of public events of artistic, cultural and also recreational and entertainment nature anyway promoted or authorized by the Board of Directors of the Foundation, which is originating from the right concessions or business agreement;
c) Subsidies, donations, subventions given by the State, public and private authorities;
d) Interests and revenues of financial instruments and sums in deposit to banks;
e) The rents of buildings.
 
Art. 4) The Foundation has these administrative organs:
a) The Board of Directors;
b) The President;
c) The General Director;
e) The Auditor.
 
Art. 5) The Board of Directors is composed by 9 members, included the President, which 6 are nominated by the concerned Institutions and Associations and 3 that represent the Supporters nominated by the outgoing Board of Directors, as follows:
A) In the number of 6 (six) for the institutions and associations thus identified:
1) The President of the Athenaeum of Brescia – Science, Literature and Arts Academy, with the role of President of the Foundation;
2) The President of “Antonio Benedetto Spada Foundation”, with the role of Vice – President of the Foundation;
3) The Mayor of the Municipality of Lonato del Garda (or a council member delegated by him for the entire mandate)
4) The Director of “Fondazione Brescia Musei”;
5) A member of the Athenaeum of Brescia – Science, Literature and Arts Academy nominated by the President of the Athenaeum;
6) The President of the Association Friends of the Foundation Ugo Da Como
B) In the number of 3 (three) for the representatives of the Supporters.
Supporters are those who have historically committed and commit themselves to support the Foundation. The Boards of Directors of the Foundation at least three months before the expiration of the Board nominates three Supporters to Councilors of the new Board of Directors.
 
All Board members have equal rights and duties, remain in office for three financial years, and may be renewed for several consecutive times; their office is free and a social service.
 
The nominated councilors referred to Art. 5, point A of the present bylaw, remain in office until they maintain their institutional role; when they cease to function their term as Councilors of the Foundation automatically expires.
If one or more Councilors should leave for any reason, the President or whoever for him will promptly convene the Board to provide for cooptation with a person who has the same requisites as the outgoing.
 
Art. 6) The President, who has the legal representation of the Foundation, performs functions of coordination and boost of the activity of the Board. In case of absence or impediment of the President, his functions will be carried out by the Vice President.
The Board of Directors, on the proposal of the President, appoints the general Director, ascribing him delegations and powers; the role of the general Director is compatible with that of Councilor. He remains in office for three years and the mandate can be renewed.
The Board meets at least twice a year, upon convocation of the President who fixes the agenda of the meetings. The convocation of the Board is made by the President by notice, sent by post or by e-mail to the specific addresses that have been expressly communicated to the Foundation, at least five days before the meeting or, in case of urgency, at least two days before the day fixed for the meeting. The convocation notice must contain the day, place, time of the meeting and the list of subjects to be discussed. The possibility is admitted that the meetings will be held by teleconference or videoconference, on the condition that all the participants can be identified and that they are allowed to follow the discussion and intervene in real time to discuss the arguments they face. Having verified this condition, the Board meeting will be considered held in the place where the President is located.
The Board of Directors is validly constituted with the presence of the majority of its Members and approved by an absolute majority of those present at the meeting.
The Board of Directors has the following functions:
a) Appoints the general Director;
b) Approves the budget and the final report composed by the general Director and examined by the Auditor;
c) Approves the strategic and addressing lines relating to the monumental Complex, as well as the extraordinary interventions concerning the buildings owned by the Foundation, proposed by the general Director;
d) Provides for cooptation of the Councilor/s for any reason ceased by their office;
e) Appoints the Auditor, chosen among the professionals registered in the Register of Auditors;
f) Approves the amendments to the bylaw to be approved by the presence and favorable vote of at least two thirds of the Members in office.
 
Art. 7) The care and administration of the monumental complex are entrusted to the general Director, who has the competence and responsibility of the organization and functioning of the Foundation and of the monumental complex and orders and directs the workforce.
The general Director has exclusive responsibility for the cultural activities, image and external relations of the monumental complex. The general Director attends the meetings of the Board of Directors with the right to make a proposal, but without the right to vote, unless he also holds the office of Councilor.
The powers of signature for the representation of the entity both in the ordinary and in the extraordinary administration are delegated to the general Director. The use of extraordinary administration by the general Director must then be ratified in the Board of Directors.
 
Art. 8) The Auditor is appointed by the Board, regularly enrolled in the Register of Auditors, chosen from the persons skilled in accounting and administration; can examine the books of the Foundation and the administrative documents.
The Auditor remains in office for three financial years and expires at the same time as approval of the statement of the last fiscal year and has the following functions:
a) Supervises the management and monitors the compliance with the law and the bylaw, compliance with the principles of correct administration and, in particular, the adequacy of the organizational structure;
b) Oversees the correctness of the accounting and operational management of the monumental complex;
c) Annually compiles a Report on the financial statements and the trend of the Foundation.
The Auditor participates in the work of the Board of Directors without voting rights and his office is free and a social service.
 
Art. 9) The financial statement and the profit and loss account are opened on January 1st and close on December 31st of each year.
The preventive budget must be drawn up and approved by November 30th of each year.
The statement of the previous year must be drawn up and approved by 30th April of each year.
 
Art. 10) The sums deriving from the alienation of properties, bequests, donations and any other sources will be used mainly for the maintenance of the monumental complex.
Any profits or operating surpluses must be used exclusively for the realization of the Foundation's institutional activities and those directly connected to it.
 
Art. 11) In case of dissolution of the Foundation for any reason, the Board will approve, by a qualified majority of 2/3 of the Councilors, the dissolution of the same and its entire assets will be donated to another non-profit organization or for public service purposes, which has its seat in the Brescian territory and which has as its purpose the promotion, protection, conservation and enhancement of the artistic and historical assets constituting its cultural heritage as the Decreto Legislativo no. 42/2004, and in any case other applicable legal provisions to the Museum Corporations.
 
Art. 12) For matters not provided for by this bylaw, the provisions of the law in force and except to the provisions of the competent administrative Authorities shall apply.
 
Art. 13) Transitional rules. The members of the Board of Directors and of the Board of statutory Auditors in office at the time of approval of this bylaw by the Board of Directors maintain their office and function.
After the approval of this bylaw by the competent Authorities, the Councilors already in office will immediately take care of all the tasks for the formation of the new Board of Directors, according to the terms of art. 5, and for the appointment of the Auditor, in terms of Art. 8.