Statutes

TITLE I – NAME AND LOCATION

Art. 1. Name and location

The Foundation "Magna Charta Universitatum Observatory - ETS" consists of "Alma Mater Studiorum - University of Bologna," acting as custodian of the Magna Charta Universitatum, and of the association "European University Association - EUA".

The Foundation is non-profit and falls within the scope of Italian law provisions concerning Third Sector Entities (ETS).

The Foundation's headquarters are in Bologna.

 TITLE II – OBJECTIVES AND ACTIVITIES

Art. 2. Objectives and activities

The Foundation's objective is to play an active role in guaranteeing the respect, protection and promotion of the fundamental values and university rights established in the Magna Charta Universitatum, signed in Bologna in 1988.

This objective may be pursued through the collection of information, requests for opinions, the drafting and publication of papers and documents, the promotion and implementation of initiatives, events, meetings, exhibitions, conferences and seminars, the organization of specific educational programs or training courses, the establishment of awards and prizes for scholars and public and private entities, the execution of research and studies, even on commission, the execution of ancillary activities, including those of a commercial nature, including the distribution and sale of diverse types of goods and products, in particular those with personalized branding.

In order to implement its objectives, the Foundation may, for example:

- work and act together with other national, European or international organizations pursuing similar or compatible objectives;

- establish agreements with universities and other entities, both Italian and foreign;

- participate in European calls for bids for the development of individual projects;

- promote and organize suitable initiatives to foster a stable relationship with organizations and institutions involved in higher education;

- carry out any other suitable activity to support the pursuit of its objectives.

 TITLE III – RESOURCES

Art. 3. Assets

The Foundation has its own assets, as well as with other financial resources which allow it to operate.

Assets are comprised of:

- the initial endowment fund bequeathed by the Founders;

- inheritances, legacies and donations from public and private individuals whose aims are not in contrast with the Foundation's objectives, with explicit purpose of increasing assets;

- from reserve funds, profits and operating surpluses deriving from budget surpluses;

- from any other income deriving from the activities carried out by the Foundation and destined for this purpose.

The assets are administered by the Executive Committee of the Foundation, on the basis of the indications of the Governing Council, consistently with the aims of the same and in compliance with the principles of transparency, prudence and ethics combined with the balanced and constant profitability of the assets themselves.

 Art. 4 – Management Fund

The management fund, utilized for the running of the Foundation and for the realization of its objectives, consists of:

- contributions from Founders and Supporters;

- income, revenue, profits and proceeds deriving from the assets and activities of the Foundation;

- inheritances, legacies and donations from public and private individuals whose aims are not in contrast with the Foundation's objectives, that are not for the explicit purpose of increasing assets;

- contributions from external individuals who share the aims of the Foundation and support its initiatives, even if they are not part of it;

- any other type of income deriving from or connected to the activities carried out by the Foundation.

Any activity of a commercial nature shall in any case be understood as instrumental to the achievement of the institutional aims of the Foundation and be of a non-prevalent nature regarding income.

 Art. 5 – Budgeting and Reporting

The financial year begins on January 1 and ends on December 31st of each calendar year.

By November 30th of each financial year the Governing Council, upon proposal of the Executive Committee and subject to verification by the control body, approves the financial statements for the following year.

By May 31st of each financial year, the Governing Council, upon proposal of the Executive Committee and after verification by the control body, approves the final balance sheet of the previous year, including the balance sheet, financial statement and mission report on management's performance and on how to achieve statutory objectives.

 Art. 6 – Utilization of Profits  and operating surplus

The Foundation is obliged to use any profits or operating surplus in the implementation of its institutional activities.

It is forbidden to distribute, even indirectly, profits or operating surplus, as well as funds, reserves or capital during the life of the Foundation.

TITLE IV – PARTNERS

Art. 7 - Founders

The Founders are the entities that formed the Foundation, namely the Alma Mater Studiorum - University of Bologna and European University Association (EUA).

The Founders have the right to nominate two members each to the Governing Council, as indicated in art. 11.

Art. 8 – Supporters

The supporters are the entities that share the aims of the Foundation; they contribute to the realization of its objectives through the payment of a quota calculated on the basis of criteria determined periodically by the Governing Council. Contributions may also be targeted towards the realization of specific projects.

The benefits associated with the qualification of "Supporter" are determined periodically by the Governing Council.

TITLE V – SIGNATORIES

Art. 9 – Signatories

The Signatories are the entities that subscribe to the Magna Charta Universitatum and contribute to the dissemination and application of the values contained therein. Requests to be considered "Signatories" must be submitted to the Governing Council, which determines their acceptance.

The status of "Signatory" does not entail acquisition of membership of the Foundation and, consequently, the prerogatives connected to the qualifications of "Founder" and "Supporter" of the Foundation.

TITLE VI – GOVERNING BODIES AND  FUNCTIONS

Art. 10 – Bodies of the Foundation

The bodies of the Foundation are:

- the President;

- the Governing Council;

- the Executive Committee;

- the Control Body (Auditor)

Art. 11 – The President

The President of the Foundation is the Rector of the University of Bologna or a delegate.

The President has the legal representation of the Foundation before third parties and in court according to the legislation in force in Italy and is a member of the Governing Council and Executive Committee.

The President is responsible for signing documents of external relevance that the bylaws or other organizational papers do not reserve for other bodies or offices of the Foundation.

Art. 12 – The Governing Council

The Governing Council, of which the President of the Foundation is a member by right, consists of a minimum of 11 to a maximum of 15 members, selected among those who actively promote the objectives of the Observatory.

The Founders, Alma Mater Studiorum University of Bologna and European University Association - EUA, nominate two components each; the other components are identified through cooptation or through the nominations of the main international intergovernmental or non-governmental organizations.

The nomination of the proposed components is made by the Governing Council itself.

The members of the Governing Council carry out their terms of office in person and affiliation to one of the proposing organizations  is not required. The term of office lasts 4 years and may be renewed consecutively only once.

The Governing Council elects a President from among its members, whose term of office is 4 years and can be renewed consecutively only once.

The President of the Governing Council must convene the Governing Council at least twice a year.

The Governing Council may appoint additional honorary members, who do not have the right to vote.

The Governing Council is responsible for:

- the definition of the strategic guidelines for the activities and initiatives of the Foundation;

- the appointment of 3 members of the Executive Committee from among its members, taking into account the requirements of integrity, professionalism and independence;

- the appointment of the control body;

- the appointment of the General Secretary;

- approval, by November 30th of each financial year, of the provisional budget for the following year, upon proposal of the Executive Committee and after verification by the control body;

- approval, by May 31st of each financial year of the final balance sheet of the previous financial year, upon proposal of the Executive Committee and after verification by the control body;

- decisions regarding membership and exclusion of members, Signatories and Supporters, and the determination of benefits related to the status of "Supporter";

- decisions regarding the liability of the members of the corporate bodies and the promotion of liability actions towards them;

- decisions regarding amendments to the Articles of Association, to be adopted by a majority of 2/3 (two thirds) of the members, to the extent permitted by law and without prejudice to the aims and objectives of the Foundation;

- decisions regarding the dissolution of the Foundation, to be adopted by a majority of 2/3 (two thirds) of the members.

The minutes of the meetings and the deliberations of the Governing Council must be transcribed, in chronological order, on a special register.

Art. 13 – The Executive Committee

The Executive Committee is composed of 5 members whose term of office lasts 4 years and can be renewed consecutively only once.

The President of the Foundation and the President of the Governing Council, who also chairs the Committee, are members by right, while the remaining three members are appointed by the Governing Council among its members, taking into account the requirements of integrity, professionalism and independence.

The Executive Committee is vested with the powers of ordinary administration, to be exercised according to criteria of cost effectiveness, efficacy and efficiency.

In particular, the Committee must:

- submit the provisional budget to the Governing Council by November 15th of each financial year, to be approved by November 30th;

- submit the final balance sheet to the Governing Council by May 15th of each financial year, to be approved by May  31st;

- perform all other tasks assigned by the Governing Council.

The Executive Committee is normally convened by the President  at least 7 days before the fixed date or, in urgent cases, at least 48 hours in advance, by certified e-mail or other suitable means.

The possibility of remote intervention is permitted through the use of audio or video connection systems, provided that the collegial method and the principles of good faith and equal treatment are respected.

The minutes of the deliberations of the Executive Committee must be transcribed, in chronological order, on a special register.

Art. 14 – Control Body (auditor)

The control body, single or collegiate, is appointed by the Governing Council among the members of the Register of Auditors and have a 4 year term which is renewable.

The control body oversees the financial management of the Foundation, ensuring the regular keeping of accounting records, examining the forecast and final balance sheet proposals, for which it draws up a specific report, carrying out periodic cash checks and generally verifying compliance with the bylaws and the current regulations of the Foundation's activity. It also verifies the adequacy of the organizational, administrative and accounting structure of the Foundation.

The control body participates in the meetings of the Governing Council and the Executive Committee.

Art. 15 - Secretariat

The Observatory has a Secretariat composed of a General Secretary, appointed by the Governing Council and support staff, dedicated to administrative and organizational functions.

The General Secretary participates, without the right to vote, in the meetings of the Governing Council and the Executive Committee.

Art. 16 – Internal regulations

The Governing Council may adopt, even on the proposal of the Executive Committee, internal regulations governing specific aspects of operation or management.

TITLE VII – GENERAL RULES

Art. 17 – Duration and dissolution

The Foundation is established without limitation of duration.

The dissolution of the Foundation must be decided by the Governing Council with a majority of 2/3 (two thirds) of the members.

In the event of dissolution, one or more liquidators with the necessary powers will be appointed by the Governing Council.

Any assets resulting from the liquidation must be devolved, with the decision of the Governing Council, after consultation with the control body, to other subjects pursuing similar objectives to those of the Foundation.

Art. 18 – Choice of Court and applicable law

For any controversy deriving from the present Statute or from the functioning of the Observatory the Court of Bologna will have jurisdiction and Italian law will apply.

Art. 19 – Checks

The Foundation is subject to the supervision of the Governmental Authority, in accordance with the provisions of the Civil Code and to the ordinary checks carried out by the competent authorities in accordance with current legislation.