The “Meeting for Friendship Amongst Peoples” Foundation was established on 31 March 2008 under deed of incorporation drawn by notary Plescia of Rimini (notarial protocol no. 47.236/7949, registered at the Italian Revenue Office of Rimini on 10 April 2008 under no. 4.919/I following transformation of the legal status of the pre-existing Meeting for Friendship Amongst Peoples Association (Presidential Decree no. 869 dated 6 August 1986).
By order of the Prefect of Rimini, dated 25 June 2008, registration of the “Meeting for Friendship Amongst Peoples” Foundation was authorised to be included on the Prefecture’s incorporated entities’ register held at the Rimini Prefecture, under no. 186.
The Foundation has been registered since 06 June 2022 in the “Other Third Sector Entities” section of RUNTS (National Third Sector Register), pursuant to section 22 of Legislative.

EXTRACT FROM THE ARTICLES OF ASSOCIATION AND BYLAWS

Article 1 - Formation
A Foundation is established called “MEETING PER L’AMICIZIA FRA I POPOLI ETS” - “Meeting for Friendship amongst Peoples - third-sector entity”.
The use of the acronym ETS in Italian (third-sector entity) is subject to registration in the Single Register of Third Sector Entities, organisation responsible for oversight of the Foundation.

Article 2 - Foundation head office
The Foundation shall be based in Rimini.
Delegations, offices and branch offices may be established throughout the country (Italy).

Article 3 - Purpose of the Foundation
The Foundation is a not-for-profit organisation, and it shall pursue civic, solidarity and social utility aims. The purpose of the Foundation shall be to promote the cultural and social growth of humankind, as a priority resource for building relations of friendship and solidarity among peoples. The Foundation shall also aim to protect and promote all authentically human values for building a coexistence that is more respectful of the true dignity of mankind, having as a priority, on the one hand, the thinking and works of Monsignor Luigi Giussani and, on the other, recalling the “fundamental principles” enshrined in the Constitution of the Italian Republic, with specific reference to international relations as provided under article 11.
The Foundation shall cooperate with entities and institutions operating in cultural, social and economic areas that are synergic with its own aims or which may have complementary purposes.

Article 4 - Activities of the Foundation
To pursue its purpose, as specified in foregoing article 2, the Foundation’s priority commitment is the yearly organisation of the week of encounters, exhibitions, live shows and events staged in Rimini called “Meeting for friendship amongst peoples”.
The Foundation may furthermore be entitled to plan and organise other activities useful for the pursuit of the purpose, including, but not limited to:

• periodical encounters, meetings, international meetings and the staging of exhibitions and live shows; individual events may be international, national and local in nature, and may be organised in Italy with reference to specific areas or to specific situations;
• awareness and information events through the press, cinema, TV and radio;
• productions and publications of documents, books, films, radio and TV programmes and any and all other forms of communication deemed useful for providing more in-depth knowledge of the purposes or specific topics related thereto;
• purchase, building or lease of property on a stable basis for direct use by the Foundation or, also on a provisional basis, for use by institutes or for single projects related to the achievement of the purposes;
  • trips in Italy and abroad for site visits, to source documents and obtain information, including meeting individuals or groups of people;
  • establishment and maintaining of relations with Governments and their diplomatic representatives, with public or private entities, both Italian and foreign, in Italy and abroad;
  • establishment of representative branches of the Foundation in Italy and abroad;
  • any and all other projects, including financial or equity interests in Italian and foreign corporate entities and institutes which are synergic with and useful for the Foundation’s purpose.

To attain the aforementioned purposes, the Foundation may exercise the following activities of general interest referred to in section 5(1) of Legislative Decree 117/2017:

• organisation and management of cultural, artistic or recreational activities of social interest. Including also editorial activities, to promote and disseminate the culture and practice of volunteering and activities of general interest (see i);
• community radio-sound broadcasting activities, pursuant to section 16(5) of Law no. 223 of 6 August 1990, as amended (j);
• organising and managing tourist activities of social, cultural or religious interest (k);
• organising and managing amateur sports activities (t);
• promoting the culture of legality, peace among peoples, non-violence and unarmed defence (v);
• promoting and protecting human, civil, social and political rights, as well consumer and user rights as an activity of general interest (w).

The Foundation may engage in various, secondary and instrumental activities with respect to activities of general interest, also through the use of voluntary and free resources. The body responsible for identifying the various activities that the Foundation may engage in is the Board of Directors.
To achieve the purpose, the Foundation may also engage in fundraising activities, also in an organised and continuous manner, also directed at the public or through the sale or provision of goods or services of modest value, using its own resources and those of third parties, including volunteers and employees, in compliance with legislative provisions, with the principles of truth, transparency and fairness in relations with supporters and the public, in accordance with policies adopted by decree of the Minister of Labour and Social Policies, after consulting the Board of Directors referred to in article 97 therein and the Third Sector National Council.
It may act or enter into any and all agreements for the financing of approved transactions, including, without excluding other transactions, the opening of short or long-term loans, the purchase of free and leasehold properties, real estate, entering into any kind of commercial agreements with public or private entities that are deemed appropriate and useful for attaining the purposes of the Foundation.
The Foundation may perform all activities either directly or indirectly, through agreements and partnerships with Associations, Foundations, Cooperatives and other parties, as well as public and/or private entities.
Administer and manage assets of which it is owner, as lessor, grantor or which it may possess on any other basis.
Enter into agreements for entrusting the management of activities.
Become a member of associations, organisations and institutions, both public and private, whose activity is aimed, directly or indirectly, at individuals living in marginal circumstances.
The Foundation may use volunteers for performing its activities; the provisions of Legislative Decree 117/17 shall apply to volunteers. The activity of volunteers shall be governed by a specific policy.

Article 5 - Assets of the Foundation
The total assets of the Foundation, as indicated in the deed of incorporation and under the articles of association, may be increased as a result of acquisitions, donations, inheritances or legacies, in compliance with applicable statutory provisions.
The Foundation may receive contributions from all those that share its purposes, while, however, always remaining independent in any and all manifestations however expressed of its activities.
Reserves and any operating surplus may under no circumstances be allocated, either directly or indirectly, to the members, either during the life of the Foundation or at the time of its dissolution.
Total assets, including any revenues, annuities, proceeds, income, however named, shall be used for the performance of the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.

Article 6 - Operating Account
The Foundation’s operating account shall be constituted by:

• annuities and income arising out of investment assets and by the Foundation itself;
• any donations, gifts or estate legacies, which are not expressly intended for use as assets;
• any public funding by the Italian State, local governing authorities or other public entities;
• contributions and membership dues from the Founders, Members and Supporters;
• income from awareness-raising events, fundraising and other similar activities;
• income and revenue from activities of general interest;
• income and revenue from miscellaneous, secondary and instrumental activities.
•  

The Foundation’s Operating Account shall be used for running the Foundation and for the attainment of its purposes.

Article 7 – Financial reporting period and financial statements
The financial reporting period shall run from 1 January to 31 December of each year.
At the end of each financial reporting period, the directors shall prepare the Foundation’s final financial statements and the budget for the next reporting period, in accordance with statutory provisions.
The Board of Directors in the mission report shall document the secondary and instrumental nature of the activities referred to in article 4.4.
Whenever the statutory conditions exist, or in the event that the Board of Directors shall so decide, the Foundation’s Social Report shall be prepared in accordance with the guidelines adopted by decree of the Minister of Labour and Social Policies and approved by the Board of Directors by the following 30 April.
The financial statements accompanied by the mission report and the report of the Supervisory Boady and, whenever prepared, the Social Report shall be sent to all Members.
Distribution, also indirectly, of operating earnings and operating surpluses, provisions and reserves, under whatever name, to founders, members, workers and independent workers, directors and other members of the governing bodies is therefore prohibited, also in the case of withdrawal or any other case of individual dissolution of the association relationship.

Article 8 - Members
The number of “ordinary members” shall be unlimited.
Ordinary members are like-minded natural and legal persons that share the aims of the Foundation, that undertake to comply with these Articles of Association and that, by making an appropriate application to the Board of Directors, offer and pay in advance a voluntary contribution corresponding to 1/20 of the total assets resulting from the last approved financial statements.
The Board of Directors reserves the right to resolve on admission; whenever rejected, any dues already paid shall be reimbursed.
Notwithstanding the provisions of Legislative Decree 117/2017, section 23 (2) and (3), the resolution regarding admission for ordinary members shall be unappealable.
“Partner or partner members” are legal persons, businesses, including individuals, public and private Italian, foreign or international entities that, at the sole discretion of the Board of Directors, shall be invited for specific cultural or operational needs to make a commitment to the Foundation, under a request to pay dues corresponding to 1/10 of the Foundation’s total assets as stated in the last approved financial statements.
Notwithstanding the provisions of Legislative Decree 117/2017, section 23 (2) and (3), the resolution regarding admission for partner members shall be unappealable.
Partner members may not exceed 50% (fifty percent) of the number of ordinary members with rounding down.
All members shall be entitled to forward their candidacy for Foundation offices. In the event of a serious breach of the provisions of these articles of association or the policies of the Foundation, the Board of Directors shall adopt the procedure for excluding the member by passing such motion with the favourable vote of the majority of its members.
The withdrawal of the member is penalty-free, but such member shall not be entitled to reimbursement of dues paid.

Article 9 - Foundation governing bodies and officers
The Foundation governing bodies and officers include:

1. The Members’ General Meeting;
2. The President of the Foundation;
3. The Board of Directors
4. The Supervisory Board;
5. The Director.

Article 10 - Members’ General Meeting
The Members’ General Meeting shall be held once every three (3) years or, at the request of the Board of Directors or at the request of the Chair of the Board of Directors of at least 1/3 (one third) of the members.
The General Meeting shall have the following duties:

1. appointment and designation of the members of the board of directors;
2. appointment and designation of the Supervisory Boady;
3. resolutions regarding amendment to these articles of association, on applications to wind up the Foundation to be addressed to the Government Authority and on motions regarding transformation, demerger and merger of the entity.

The Board of Directors shall also call, by and no later than six (6) months from the end of each financial reporting period, a Members’ General Meetings, at which it shall present a review of the institutional activity performed over the previous year and the programs scheduled for the period in progress.
The Meeting shall be called by notice stating the day, time and place of the meeting, as well as the agenda of business to be transacted, at least eight (8) days before the date scheduled for the meeting, sent by recorded delivery mail, or any other means suitable for ensuring proof of receipt (for example, fax, e-mail and telegram).
The call notice may also schedule the day, place, and time for any second call, to be held within 30 (thirty) days from the date fixed for the meeting in first call.
The Members’ General Meeting may be held either at the Foundation’s head office or at any other place in Italy.
The call notice may also include instructions for video/link conferencing facilities.
In fact, Members’ Meetings may be held using audio-conference, and/or teleconference, and/or videoconferencing facilities and, however, the meeting shall be deemed held at the place where the Chairperson and the reporting secretary will be present, provided that:

• The meeting chair shall be permitted to ascertain the identity and eligibility of attendees, direct the proceedings, and determine and announce the outcome of voting.
• The reporting secretary shall be able to adequately follow the events of the meeting to be reported in the minutes.
• Attendees shall be allowed to join in the discussion and vote simultaneously on the items on the agenda.

Members may be represented at the meeting by written proxy, subject to the restrictions set out in article 2372 of the Italian Civil Code; each Member may be the holder of a maximum of two proxies.
For the Members’ meeting, although not contemplated herein, for the quora and majorities required for adopting resolutions, the rules under the Italian Civil Code for joint-stock companies shall apply.
For resolutions regarding c) above, the Members’ Meeting shall resolve by an absolute majority considering that “partner members” are entitled to a share of votes corresponding to that of the ordinary members divided among all the “partner members” with relevant rounding down.
For the appointments referred to in a) and b), considering the provisions of article 12 further on, voting shall be reserved to ordinary members that will express as many preferences as there are members, falling within their responsibility, to be elected.

Article 11 - President of the Foundation
The President shall be appointed by a majority of the members of the Board of Directors, from among its members, as well as designated and elected in accordance with the provisions of these Articles of Association.
The President shall have the legal representation of the Foundation both regarding third parties and before the courts, the President shall decide on bringing or defending legal actions, retaining and instructing lawyers and defence council; he/she shall also call and chair the Board of Directors.
Furthermore, in order to promote the activities and image of the Foundation, the President shall be responsible for relations with public and private entities, institutions, foundations and financial sponsors, both in Italy and abroad.
In cases of urgency, the President may undertake any type of ordinary administrative act that he/she deems appropriate in the interest of the Foundation, then submitting it to the Board of Directors for approval at the next meeting. In the event of the President’s absence or impediment, all his/her functions shall pass under the responsibility of the Vice-President, or severally, if appointed, the Vice-Presidents of the Foundation, appointed by a majority of the Board of Directors from among its members.

Article 12 - Board of Directors
The Board of Directors shall be composed of 5 (five) members appointed or designated as follows:

1. 3 (three) members shall be appointed, from among members or non-members, one for each, from the entities that are referred to in these articles as “partner members” and, namely:

• Fondazione per la Sussidiarietà;
• Associazione Compagnia delle Opere;
• Associazione Italiana Centri Culturali.

1. 2 (two) members shall be appointed, from among members or non-members, from the “ordinary members”.

The term of office of the members of the Board shall be three financial reporting periods and such office shall expire after approval of the third-year financial statements. In the event that board members need to be replaced for any reason, the provisions of this article shall be complied with, and the term of office of the new directors shall expire together with those in office at the time of their appointment.
The Board of Directors shall meet as often as the Chair deems it necessary, or whenever three (3) directors shall make a specific written request.
The Chair shall call board of Directors’ meetings at least five (5) days prior to the date scheduled for the meeting, after each director has been notified thereof in a call notice stating date, time, place and order of business. In case of urgency, the meeting may be called the day before, by fax, SMS or e-mail.
For the Board of Directors to be validly constituted, attendance of the majority of directors in office shall be necessary.
The Board shall always adopt resolutions by an absolute majority of those present. Unexcused absence from more than three consecutive meetings of the Board of Directors shall determine immediate forfeiture of the office of director.
Meetings may also be held by teleconference/videoconference or audio conference facilities, provided that each of the participants may be identified by all the others and that each of the participants is able to follow discussions and intervene in real time during the discussion of the items examined. Whenever such conditions are met, the meeting shall be deemed to be held in the place where the Chair and Reporting Secretary are located.

Article 13 - Duties of the Board of Directors
The Board of Directors shall have powers of ordinary and extraordinary administration.
Specifically, the Board shall:

• appoint the Chair and one or more Duputy-chairs and the Director of the Foundation;
• approve the budget and financial statements, consisting of the statement of financial position, statement of activities, cashflow and functional expenses and mission report, by and no later than four (4) months after the close of the financial reporting period.

Within the same term provided for the financial statements, where specified, approve the Social Report prepared in accordance with the guidelines adopted by decree of the Minister of Labour and Social Policies.

• establish and appoint commissions, official meetings, cultural editorial offices and any other instruments deemed useful or necessary for organising the Meeting for Friendship among Peoples in August or any other event;
• resolve on the admission, exclusion and withdrawal of members;
• resolve on the various activities undertaken by the Foundation, within the limits and in the manner provided by law;
• prepare and issue any policies for governing the life of the Foundation.

The Board of Directors may delegate certain of its duties and powers to the chair, to one of the deputy-chairs, to the Director or one or more of its members.
Delegees shall represent the Foundation within the limits of the powers granted to them.

Article 14 - Supervisory Body
The Members’ General Meeting shall appoint the Supervisory Body, which may also consist of a single standing auditor. Whenever statutory limits are exceeded, or by decision of the Members’ General Meeting, an independent auditor or an auditing firm registered with the relevant register may also be appointed.
Article 2399 of the Italian Civil Code shall apply to the members of the Supervisory Body. The members of the Supervisory Body shall be selected from the categories of professionals listed in article 2397(2) of the Italian Civil Code. Whenever a Board of Auditors shall be selected, at least one of the members shall have said requirements.
The Supervisory Body shall monitor and oversee statutory compliance and compliance with these Articles of Association, as well as compliance with the rules on proper administration, whenever applicable, and the adequacy of the organisational, administrative and financial reporting structure and its actual operation. It shall also have oversight over financial reporting whenever an independent auditor has not been appointed to audit accounts and whenever all of its members are registered statutory auditors.
The Supervisory Body shall also perform tasks of monitoring compliance with civic, solidarity and socially useful purposes, especially with a view to the provisions of articles 5, 6, 7 and 8, and certify that the social report has been prepared in accordance with the guidelines referred to in article 14. Any social report shall acknowledge the outcome of such monitoring by the statutory auditors.
The members of the Supervisory Body may at any time proceed, also individually, with inspections and checks and, to this end, it may ask the directors for information on the progress of operations or on certain matters.
The members of the Supervisory Body shall remain in office for three (3) years and may be reappointed. They may attend the meetings of the Board of Directors.

Article 15 - Director
The Director of the Foundation shall also be the reporting secretary to the Board of Directors.
The Board of Directors shall appoint the Director, not from among its members, and shall remain in office indefinitely, until revocation or resignation.
The Director shall have powers of administration for the purpose of the operational management of the Foundation and, specifically, inter alia, such person shall:

1. promote and coordinate the Foundation’s activities and subsequent verification of results;
2. promote the development and implementation of the Foundation’s goals, according to the policies established by the Board of Directors, including via identifying the media deemed most appropriate for such purpose;
3. be responsible for the offices of the Foundation and coordinate their running, recommending to the Board of Directors the relevant organisational structure in relation to the requirements for pursuing the Foundation’s purposes;
4. identify people, determining the terms and conditions, enter into and terminate fixed-term employment contracts or sole contractor agreements;
5. oversee and manage personnel and independent staff relations;
6. purchase goods and services in general, within the expenditure limits determined by the Board of Directors;
7. decide on the appointment for consulting engagements and professional services pro bono and for consideration within the expenditure limits determined by the Board of Directors;
8. set up the structure to be adopted for final budget accounts and the next financial budget;
9. supervise the implementation of resolutions adopted by the Foundation’s governing bodies;
10. sign current correspondence;
11. prepare and send the minutes of the meetings of the Board of Directors and the Cultural Editorial Committee, whenever it may exist, which he shall sign together with the President;
12. perform any other function deemed necessary with which he has been charged on a permanent basis or until revoked or as from time to time established by the Board of Directors.

The Director shall have the power of representation of the Foundation, within the limits of the powers granted to him under these articles of association and by the Board of Directors. The Director shall be entitled to take part in the deliberations of the Board of Directors without the right to vote.

Article 16 - Dissolution of the Foundation
The Foundation shall be dissolved in the following cases:

• attainment of the purpose or impossibility to attain the purpose;
• reduction of total assets to under EUR 200,000.00 (two hundred thousand).

In all such cases, transformation shall not be permitted, pursuant to article 28 of the Italian Civil Code.
For any matter not contemplated under the deed of incorporation and under these articles of association, the relevant statutory provisions shall apply.
In the event the Foundation shall be dissolved for any reason, assets shall be donated, by resolution of the Board of Directors, to other Third Sector Entities, subject to receiving a positive opinion from the competent office of the Single National Registry for the Third Sector.

Article 17 - Referral Clause
For any matter not contemplated herein, the provisions of the Italian Civil Code, Law 106/2016 and Legislative Decree 117/2017 and applicable laws shall apply.

SIGNED: BERNHARD JOSEF HEINRICH SCHOLZ - MAURO PLESCIA NOTARY