Statute

Statute approved during the meeting of the Board of Directors on 24th November 2014

 

Article 1

Name and registered office

1. The “Fondazione Teatro dell’Opera di Roma Capitale”, the name recognised pursuant to Law n° 106 dated 29 July 2014, converting Decree Law n° 83 approved by the Council of Ministers on 22 May 2014, is a foundation with legal personality set up under private law.

 

2. The Foundation is regulated by Article 11 of Decree Law n° 91 dated 8 August 2013 converted by Law n° 112 dated 7 October 2013 and subsequent additions and amendments, by Legislative Decree n° 367 dated 29 June 1996 and subsequent additions and amendments and, where not foreseen by the aforementioned laws, is also regulated by the Italian Civil Code and pertinent implementing provisions, by this Statute and any by-laws.

 

3. The Foundation has its registered office in Rome, at the Teatro Costanzi, 00184, Piazza Beniamino Gigli, 7.

 

Article 2

Retention of rights, prerogatives and powers

 

1. The Foundation carries out its activities in Italy and abroad.

 

2. The Foundation has the exclusive right to the use of its own name and the historical name and image of the theatre entrusted to its care, as well as the use of the names of any organised events; it may allow or grant the use of the same in projects that are consistent with the aims of the Foundation.

 

3. The Foundation takes over all the existing rights, obligations and assets and liabilities of the Ente Autonomo Teatro dell’Opera as of 30 June 1998.

 

4. The Foundation retains the special consideration for its representative function in the capital city of Italy, previously recognised to the aforementioned Ente Autonomo Teatro dell’Opera pursuant to the last paragraph in Article 6 of  Law dated 14 August 1967, n° 800.

 

Article 3

Purpose – Activities

 

1. The Foundation is non-profit body whose goals are the diffusion of all aspects of music, the training and professional development of artistic and technical figures, and the musical education of the general public.

 

2. In order to pursue its goals, the Foundation:

– is directly engaged in the running of those theatres and other premises needed for its own institutional activities that have been  entrusted to it by the City of Rome (Roma Capitale) or any other subject and is responsible for keeping and enhancing their cultural and historical heritage;

–  stages operas, ballet and concerts in Italy and abroad;

–  promotes musical research, including any social and cultural aspects;

– actively seeks out forms of collaboration with other Italian foundations or foreign theatres, as well as with any other organisation or institution within the music industry;

–  promotes initiatives aimed at spreading the culture of music in schools and at training dancers;

–  engages in business and ancillary activities, always in accordance with its goals, conducting such activities either directly or through companies, consortia or organisations in which it has an interest or through the services of licensees, with special reference to audio and audio-video recordings and the television broadcasting of its activities using legally recognised and accepted technical means and in all formats and types.

 

3. The Foundation is required to operate in accordance with criteria of entrepreneurship and efficiency and in full observance of any budgetary constraints.

 

4. In order to pursue its goals, the Foundation may take part in any other business activity or investment, including non-totalitarian investment in corporations and investment in entities other than corporations, provided these are germane to its goals.

 

5. Finally, the Foundation may also engage in financial activities, in any form and with any means, provided it does so within the limits foreseen by applicable laws and always consistent with its institutional goals.

 

6. The Foundation may accept any donations made by public or private entities for a specific destination, provided said destination is compatible with or necessary to the institutional goals of the Foundation.

 

Article 4

Founding members and private participation

 

1. Pursuant to Legislative Decree 29 June 1996 n° 367, the Founding Members are: the State of the Republic of Italy, the Region of Lazio and the City of Rome (Roma Capitale).

 

2. In order to pursue the goals set out in Article 3 above, the Foundation, in accordance with letter b) in Article 11.15 of Decree Law n° 91 dated 8 August 2013  converted by Law n° 112 dated 7 October 2013, also foresees the participation of Private Members (namely public or private subjects, Italian or foreign individuals or entities, including those without legal status, provided that these are not founding members) in proportion to their contributions to the trust fund held by the Foundation, said contributions to be equal to or greater than three percent (3%) of the assets of the Foundation, as per the latest approved financial statements, or any greater percentage established by the Board of Directors.

In the case of Private Members without the rights under paragraph 4 below, their participation will be sought by means of an invitation to take part, without any voting rights, in meetings preparatory to the approval of specific issues of particular importance concerning the life of the Foundation and identified as such by the Board of Directors. The admission of each Private Member shall, in any case, be subject to approval by the Board of Directors.

 

3. The overall contribution of private funds to the trust fund held by the Foundation shall not exceed forty percent (40%) of the trust fund itself.

 

4. Private Members may appoint one representative in the Board of Directors if, as either individuals or collectively, in addition to a minimum contribution to the trust fund as per paragraph 2 above, they can guarantee a contribution to the capital reserve amounting to at least five percent (5%) of the total state aid for at least two consecutive years, without prejudice to current law and the provisions of this Statute regarding the composition of the Board of Directors. Representatives appointed by Private Members shall continue to be part of the Board of Directors only for as long as the said members make an annual contribution to the trust fund and the capital reserve amounting to not less than the minimum limits established in this paragraph and in paragraph 2. In order to meet this minimum contribution, the Private Members concerned may provide a written declaration of their intention to contribute collectively towards the running of the Foundation by the aforementioned amount. No Private Member may sign more than one declaration. The annual contribution by public and private Founding Members, which shall not be less than that established in the paragraphs above, shall be verified every two years either with reference to the year in which the member first joined the Foundation or to the year in which its membership was last confirmed. The representatives appointed by Private Members shall continue to be part of the Board of Directors only for as long as the said members continue to make an annual contribution to the trust fund and the capital reserve as established in paragraph 3 above and in this paragraph.

 

5. The Board of Directors shall be responsible for keeping and updating the Register of Private Members.

 

6. Contributions to the assets of the Foundation shall include any provision of any kind made to the Foundation. The Board of Directors has the power to decide on the destination of any assets received becoming part of the assets of the Foundation.

 

7. Those who contribute or have contributed to the Foundation cannot reclaim their contributions, nor claim any rights to its assets.

 

8. Anyone who, after deliberation by the Board of Directors, undertakes to pay to the Foundation at least one thousand euros (€ 1,000.00) every year if individuals, or ten thousand euros (€ 10,000.00) every year if legal persons, entities, associations or foundations, become Associate Members of the Foundation. Associate Members are listed in a special Register of Associate Members kept and updated by the Foundation and may take part in one or more annual meetings with the Superintendent and/or the Board of Directors, in any form or manner that the Superintendent may decide.

 

9. The value of contributions in kind shall be determined by means of expert appraisal; said value shall not, in any case, be lower than the amounts referred to in paragraph 8 above.

 

Article 5

Assets

 

1. The assets of the Foundation shall consist of:

a)  by the total assets, comprising movable property, real estate, receivables, loans and any other right or legal position, belonging to the Ente Autonomo Teatro dell’Opera di Roma of which the Fondazione Teatro dell’Opera di Roma Capitale is its legal successor;

b)  any other movable and immovable assets received in any capacity;

c)  proceeds of its activities;

d)  contributions from the State of the Republic of Italy, the Region of Lazio and the City of Rome (Roma Capitale) specifically destined to become part of its assets.

 

2. The right to use, free of charge, the Theatre and the premises necessary for the performance of its activities form part of the assets of the Foundation.

 

3. The assets of the Foundation are divided between a non-distributable trust fund bound to the pursuit of the Foundation’s goals, and the capital reserve to cover the routine running costs. The trust fund is made up of each and every asset not covered by the capital reserve. The capital reserve comprises those items identified in paragraph 5 below.

 

4. Unless allocated to the institutional goals of the Fondazione Teatro dell’Opera di Roma Capitale within two years of purchase, the real estate property acquired as a result of inheritance, legacy or donation shall be sold and all proceeds shall be allocated to the trust fund.

 

5. In order to pursue the goals set out in Article 3 above, the Fondazione Teatro dell’Opera di Roma Capitale has access to:

a)  all revenue coming from the assets indicated in Article 5 of this Statute;

b) any amounts received by the Foundation from third parties and not expressly intended for the trust fund;

c) any public or private contributions, inheritances, bequests, legacies and donations given to the Foundation and not expressly intended for the trust fund;

d)  any surplus to be added to the capital reserve;

e) any sums arising from the sale of assets approved by the Board of Directors and expressly intended for the capital reserve;

f)  ) any other income arising from its activities.

 

Article 6

Organs

 

1. The organs of the Fondazione Teatro dell’Opera di Roma Capitale are:

a) the Chairman;

b) the Board of Directors;

c) the Superintendent;

d) the Board of Auditors.

 

2. With the exception of the Chairman, who shall remain in office only for as long as he/she holds the office of the Mayor of Rome or, if appointed by the same, only for as long as the appointer holds said office, the members of the organs of the Foundation shall remain in office for five years and may be reappointed. Their recompense shall be determined by the Board of Directors in accordance with the criteria established by law. In any case, the Chairman and Directors are only entitled to reimbursement of any expenses incurred while acting on behalf of the Foundation.

 

3. The organs shall continue to perform their duties at the end of their term of office, these being limited to matters of ordinary administration or to specific urgent needs or advantages, including production needs, until such time that the new organs take office.

 

Article 7

Chairman and Vice Chairman

 

1. The Chairman of the Foundation is the Mayor of Rome or other person appointed by the same.

The Chairman:

a)   is the legal representative of the Foundation, subject to the provisions of letter h) in Article 10.2 of this Statute;

b)   convenes and presides over meetings of the Board of Directors and sets the agenda;

c)   signs the acts of the Board of Directors and any other documents needed in order to conduct the matters resolved during meetings of the Board of Directors;

d)   implements the decisions of the Board of Directors;

e)   ensures proper observation of the Statute and any by-laws;

f)    takes all appropriate measures in an emergency, reporting back to the next meeting of the Board of Directors.

 

2. In the event of the absence or incapacity of the Chairman, his/her duties are performed by the Vice Chairman.

 

3. The Chairman may delegate, ordinarily, specific powers to the Superintendent or to other members of the Board of Directors, establishing the limits and rules for such delegated powers.

 

4. The signature of the Vice Chairman provides evidence of the absence or incapacity of the Chairman and shall remove all doubt in the minds of third parties, including public officials, as to any limits regarding his/her powers to represent the Foundation in the acts bearing his/her signature.

 

Article 8

Board of Directors: composition

 

1. The Board of Directors is made up of a number of members that may vary between five and seven as specified below.

 

2. In addition to the Chairman of the Foundation, the Board of Directors shall also include one Director appointed by the state body responsible for public entertainment (now identified and recognised as the Ministry of Cultural Heritage and Activities and Tourism – MiBACT), one appointed by the Region of Lazio and one appointed by the City of Rome (Roma Capitale).  The right to appoint the fifth Director lies with the Private Members as provided for in Article 4.4 above.

The Board of Directors may be extended to 7 members in the event that there are Private Members who, either individually or collectively, guarantee the contributions referred to in Article 4.4 above.

The members of the Board of Directors appointed by Private Members may not exceed three in number.

They shall cease to be members of the Board of Directors after two years if the contribution allowing for their appointment is no longer forthcoming.

Where there is the need to reach the minimum number of Directors foreseen in paragraph 1 above owing to the absence of the member(s) of the Board of Directors appointed by Private Members, the additional Director shall be appointed by the government body responsible for public entertainment (MiBACT) chosen from among the candidates nominated by the Mayor of Rome in agreement with the President of the Region of Lazio, said candidates to be individuals who have distinguished themselves in the fields of music, culture, art or entertainment, or within civil associations or institutions operating in sectors closely linked to the Foundation’s own activities.

 

3. In the event that one or more members of the Board of Directors should leave office within the five year period, the Director(s) concerned shall be replaced adopting the same method of appointment or designation as for the original Director(s). The new Director(s) shall cease to hold office on the same date as those remaining in office, except as otherwise provided by the provisions of this Statute with regard to the Chairman.

 

Article 9

Board of Directors: functions

 

1. The Board of Directors shall be convened by the Chairman by any appropriate means capable of demonstrating receipt at least five days before the day of the meeting. In urgent cases, the deadline for sending convocation may be reduced to two days. Convocation must indicate the agenda, place, date and time of the meeting, as well as any reasons for urgency. If the convocation does not include any indication of place, the meeting is understood to be convened at the Foundation’s registered office.

 

2. The Board of Directors may also pass resolutions in the absence of the indicated formalities, provided that all the Directors are present, together with at least one representative of the Board of Auditors and the Superintendent.

 

3. The Superintendent participates in the meetings of the Board of Directors, but has no voting rights. The Superintendent does not attend those meetings of the Board of Directors whenever the latter is required to determine his/her fee or, in any case, when he/she is in a position where there exists a conflict of interest.

 

4. At its first meeting after its constitution, the Board of Directors shall elect from among its members the Vice Chairman.

 

5. Directors are allowed to take part in board meetings by means of telecommunications, such as teleconferencing and videoconferencing, provided that all participants can be identified by the Chairman, that they are able to follow the discussion and intervene in real time in the discussion of the topics being discussed, that they are able to exchange documents relating to such matters, and that everything is recorded in the minutes.

 

6. A meeting of the Board of Directors shall be valid on reaching a quorum of the majority of its members and its resolutions shall be valid when passed with a majority open vote of those present. The Chairman has the deciding vote in the event of an uncertain outcome.

 

7. The Board of Directors has the following functions, with the obligation to ensure a balanced budget:

i)  it approves the annual budget and three-year budget within the month of November  preceding the first year to which the budget refers;

ii) it approves the annual financial statements within one hundred and twenty days from the end of the financial year. When special needs arise regarding the structure, the purpose and the activities of the Foundation, the aforementioned period may be extended by up to a maximum of one hundred and eighty days from the end of the financial year;

iii) it approves the artistic season proposed by the Superintendent;

iv) it proposes candidates for the position of Superintendent to the government body responsible for public entertainment (MiBACT);

v)  it appoints the Vice Chairman of the Foundation;

vi) it approves the functional organisation of the Foundation and any changes to this;

vii) it expresses preventive binding opinions regarding agreements with trade unions involving expenditure commitments for the Foundation and requiring changes to the budget;

viii)  it approves any by-laws;

ix) it expresses non-binding opinions on each topic that may be submitted by the Chairman, by at least three Directors or by the Superintendent;

x) it considers applications from individuals wishing to become Private Members or Associate Members and decides on their admission, where appropriate.

 

8. All members of the Board of Directors must meet at the time of appointment and during their term of office the requirements of integrity established by law for all members of a corporate board of directors, as well as any professional requirements directly or indirectly related to the performance of their allocated tasks of a managerial and/or organisational nature relating to business, to the production and dissemination of music or to professional services. As a result of the aforesaid, subjects finding themselves in the conditions provided by Article 2382 of the Italian Civil Code may not be members of the Board of Directors. Should a Director become unable to meet the requirements of integrity this automatically entails his/her removal from office, which shall be announced by the Board of Directors in the absence of the person concerned at the relevant meeting, having first sent the latter written notification of the circumstances justifying his/her removal from office and, at the same time, affording reasonable time for any comments to be made.

 

9. The members of the Board of Directors perform their assigned tasks independently and are only answerable to the Foundation for the same financial year. They do not represent the public or private entities that have nominated or appointed them, nor are they answerable to them. They are expected to observe strict confidentiality concerning the way they conduct their business as well as the activities and functioning of the Foundation.

 

10. All members of the Board of Directors who have, whether directly or on behalf of others, an interest that conflicts with those of the Foundation must refrain from taking part in any resolutions in which said conflict of interest exists. They are, however, considered present for the purposes of reaching a quorum and hence the validity of any resolutions passed by this organ.

 

11. Minutes shall be taken in summary form during each meeting of the Board of Directors; these shall be signed by the Chairman (or, in his absence, by the Vice Chairman) and by the Secretary appointed by the Board, who may also be a non member of the Board of Directors, having been previously bound to observe the strictest confidentiality by means of signing an appropriate undertaking.

 

Article 10

Superintendent

 

1. The Superintendent is appointed by the government body responsible for public entertainment (MiBACT) chosen from among the candidates proposed by the Board of Directors and taken from among individuals with proven experience in the management and organisation of musical activities and the management and organisation of similar bodies, as well as meeting the integrity requirements referred to paragraph 9.8 above.

 

2. The Superintendent is the only administrative/managerial organ of the Foundation and may be revoked by the authority that has appointed him/her on the advice of the Board of Directors. He/She:

a) Keeps the books and records of the Foundation;

b) On the basis of the broad economic and financial management guidelines provided by the Board of Directors, prepares the annual budget, usually by the 15th of November each year, which is then to be sent both to the Auditors for their opinion – which must arrive within the following ten days, failing which their opinion is deemed to be favourable – and to the Board of Directors for approval. In the absence of any notification by the Members of the Foundation, including Private Members, regarding changes to the extent of their future contributions, the budget will be prepared on the basis of the same contributions as those received in the previous year; unless duly justified, any variance shall be reasonably contained within a percentage of 10%;

c) Prepares and communicates to the Board of Directors and the Board of Auditors the annual financial statements and management report. The budget must also be sent to the Board of Auditors at least thirty days before the day fixed for its discussion and approval by the Board of Directors;

d) Decides upon the artistic programmes together with the Artistic Director, if appointed, to suit the budget, if already approved by the Board of Directors, or the guidelines for economic and financial management provided by the Board of Directors and then submits this to the latter for its approval;

e) Independently directs and coordinates the Foundation’s artistic productions, all related and instrumental activities, and the employees, in compliance with the approved programmes and within the constraints of the budget agreed by the Board of Directors;

f) Appoints and is free to revoke any advisers and collaborators to suit the budget, including the Artistic Director and the Administrative Director, to whom he/she may delegate individual matters or specific activities;

g) Performs all acts of ordinary and extraordinary administration, unless otherwise expressly required of other organs;

h) Represents the Foundation in all matters falling within his/her area of competence.

 

Article 11

Board of Auditors

 

1. The Board of Auditors is composed of three members, whose appointment is renewable for no more than two terms, one of which, acting as Chairman, is appointed by the Chairman of the Court of Auditors responsible for the area and is chosen from among the judges of the Court of Auditors, one by the Ministry of Economy and Finance (MEF) and one by the government body responsible for public entertainment (MiBACT), which also appoints a reserve auditor.

 

2. The Auditors may attend all meetings of the Board of Directors. They must therefore be sent notice of convocation of meetings of the Board of Directors.

 

3. The activities of the Board of Auditors are regulated, mutatis mutandis, by the provisions regarding a board of auditors for companies listed on the stock exchange pursuant to Articles 2399, 2403, 2403 bis, 2404, 2405, 2406, 2407 of the Italian Civil Code, as well as any other compatible provisions in other laws. The provisions of paragraph 9.5 above applies to meetings of the Board of Auditors, as well as to the participation of members of the Board of Auditors in meetings of the Board of Directors.

 

4. The Board of Auditors report in writing to both the Minister of Economy and Finance (MEF) and the government body responsible for public entertainment (MiBACT) at least once every quarter.

 

5. The Foundation’s accounts may also be audited by a firm of auditors appearing in the appropriate register held by the Ministry of Justice. It is also entrusted with auditing the financial statements. The task of auditing the Foundation’s accounts is awarded on a three-year basis by the Board of Directors.

 

6. The provisions of Articles 2409 bis and f of the Italian Civil Code apply, mutatis mutandis.

 

Article 12

Statute: amendments

 

1. This Statute may be amended by the government body responsible for public entertainment (MiBACT) upon a proposal adopted by the majority of the members of the Board of Directors and by the affirmative vote of a majority of those Directors appointed by the Founding Members.

 

Article 13

Legal advice

 

1. The Foundation has the right to call on the services of the State Counsel pursuant to paragraph 3 in Article 1 of Decree Law dated 24 November 2000, n° 345 converted with amendments into Law dated 26 January 2001.

 

Article 14

Winding-up

 

1. Subject to the provisions of the legislation currently in force regarding the procedure for winding up the Foundation, if, for any reason, the Foundation should cease its activities, any remaining assets after settling its arrears shall be donated to organisations engaged in similar activities and for the public good, as identified by the liquidators referred to in paragraph 15.2 below, having first obtained the opinions of the City of Rome (Roma Capitale), the Region of Lazio and the government body responsible for public entertainment (MiBACT).

 

2. Once the government body responsible for public entertainment (MiBACT) has assessed the causes for the cessation of the Foundation’s activities, it shall appoint one or more liquidators and establish their powers and remuneration.

 

3. The rules dictated by the Italian Civil Code relating to companies listed on the stock exchange shall apply, mutatis mutandis, to the liquidators and the process of winding up the Foundation.

 

Article 15

Transitional provision

1. This Statute comes into force on 1 January 2015.

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