FLA Statute

Fondazione Lombardia per l'Ambiente - Lo Statuto Here follows the Statute of Fondazione Lombardia per l’Ambiente, established on May 22, 1986. Recognition as Corporate franchise by the Lombardy Regional Council came on August 26, 1986, with DPR no. 14/R/86.

Article 1

The Foundation called “Fondazione Lombardia per l’Ambiente” (FLA) is established, its headquarters offices being in Milan, piazza Diaz 7. FLA is a nonprofit Corporate franchise.

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Article 2

In the context of the protection of the safe coexistence of human beings and the environment, the Foundation’s mission is to promote research activities and projects on the impact of polluting substances, in order to safeguard the environment and protect human health; specifically, it studies the production, use and disposal of chemical substances. Enhancing and promoting the specific cultural, technical and scientific knowledge obtained by the Lombardy Region Seveso Special Office after the dioxin (TCDD) emission accident which occurred in some small towns in the province of Milan, FLA organizes the comprehensive collection of environmental data, information and knowledge in Lombardy, on the following:

- any kind of polluting agents, their composition, hazard rate and impact
- human and animal organisms and the natural environment
- survey, decontamination and security
- sanitary investigations on contaminated subjects
- environmental pollutants
- any other related item.

Data collection aims at the creation of specific databases accessible to industrial operators, associations, public and private institutions. To accomplish its mission, FLA works as a consultant in the abovementioned environmental issues.

The prior mission of Fondazione Lombardia per l’Ambiente is to focus its research activity on the disposal of waste and of solid, liquid and gaseous toxic substances, updating its knowledge to stand as a valid study centre and as an information and reference unit for the proper involvement of all parts of society. Moreover, FLA studies all environmental issues, aiming at the protection of human health.

To support environmental education, FLA has the faculty of scheduling courses, seminars, international meetings and any other initiatives which might help FLA promote the framing of new environmental awareness and culture. FLA may also develop an inventory of written material about studies, research activities, projects and updated news, and publish this material to inform the public about the safeguard of the environment and its impact on human health.

To accomplish its mission, FLA may devote a large amount of its resources to developing research and educational projects in joint action with Italian and foreign Universities and with other private and public, national and international institutions, to share scientific, technical, economical, juridical or other kind of information which may help FLA develop its activities. FLA may develop and/or sponsor collaborative partnerships with national and international institutions, organizations and associations having similar and/or complementary missions, and also perform any financial, security and property/real estate operations which may be necessary or useful to accomplish its goals and objectives.

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Article 3

Fondazione Lombardia per l’Ambiente Organizational Structure:

  • President
  • Board of Directors
  • Board of Auditors
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Article 4

The Board of Directors shall consist of 12 members:

  • Seven shall be appointed by the Lombardy Regional Council (including the pro tem Mayor of Seveso);
  • Other members of the Board of Directors are the Rectors (or their delegates) of the following five Universities: Università degli Studi di Milano, Politecnico di Milano, Università degli Studi di Pavia, Università degli Studi di Milano Bicocca and Università Cattolica del Sacro Cuore.

The Board of Directors shall be appointed by decree of the President of the Lombardy Regional Council. Its members shall be re-elected more than once, they discharge their duties for five years starting from the date of the appointment decree and, in case of terms expiry or others, they shall continue to discharge their duties until their places have been filled. The Secretary/ies of the Board of Directors shall be elected by the Board.

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Article 5

The Board of Directors shall be appointed by decree of the President of the Lombardy Regional Council. Its members shall be re-elected more than once, they discharge their duties for five years starting from the date of the appointment decree and, in case of terms expiry or others, they shall continue to discharge their duties until their places have been filled. The Secretary/ies of the Board of Directors shall be elected by the Board.

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Article 6

At least four months before the date of expiry of the current BoD 5-year duty term, The President of the BoD shall address a request to the Boards of the institutions appointed under Article 4, inviting them to undertake the nomination of the members of FLA Board of Directors. In case one place is vacant, the President of the BoD shall also ask the institution who appointed the former candidate to choose one name for the seat still vacant; the new candidate shall be appointed by decree of the President of the Lombardy Regional Council and shall hold office for the remainder of his predecessor’s term.

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Article 7

The Board of Directors has been invested with full powers to govern Fondazione Lombardia per l’Ambiente, without any restrictions, and therefore, by way of illustration, it shall:

  1. have power to propose and adopt the provisions of the present Statute and such amendments or transformations as it may deem necessary;
  2. have power to propose and adopt internal regulations and such amendments as it may deem necessary;
  3. approve the budget and the final balance;
  4. approve FLA’s Strategic plans and programs, also in accordance with acts and decrees of the Lombardy Regional Council on the subject;
  5. approve the divestment and purchase of real properties, and accept donations, legates, gifts in general and any inheritance;
  6. appoint FLA’s staff members;
  7. appoint FLA’s Director;
  8. suggest FLA’s liquidation and ask for an official receiver to be appointed;
  9. resolve about FLA’s property and the use of rents;
  10. promote financial operations in joint action with public and private banking companies, including the opening and closing of bank and post office checking accounts;
  11. select the banking company to which the treasury warrant shall be entrusted.

The Board of Directors shall have the power to devolve its own and/or specific competences to the President and/or one or more of its members except those indicated in letters a), b), c), d), e), f), g), h), i). Delegates shall inform the Board of Directors about delivered decisions.

Each member of the Board of Directors shall not receive a special annual allowance higher than what fixed by current regulations.

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Article 8

The President of the Board of Directors is FLA’s designated proxy representative, shall represent the Foundation before third parties and in any proceedings and shall also appoint advocates and solicitors to represent and defend the Foundation when it is summoned to appear before any court, and also dismiss them. Each meeting of the Board of Directors shall be convened by the President. The President holds the office of Chair of the Board and shall submit the agenda on which the Board has to decide. Specifically, he shall:

  • submit the annual budget (planned expenses and revenues) estimate and final balance;
  • submit FLA’s institutional plans and programs;
  • submit internal regulations;
  • appoint and organize FLA’s staff offices;
  • submit the nomination of the Director General;
  • superintend the execution of the Board’s resolutions;
  • superintend FLA’s securities management.

In case of emergency, the President shall adopt resolutions and take full action within the scope of the Board; he shall then ask the Board to validate and ratify his actions within the next meeting. The Vice-President of the Board shall also be entitled to represent the Foundation before third parties and in any proceedings, and shall act as President with no need of proxy, in case the President is unable to preside. Before third parties, the signature of the Vice-President provides evidence of the absence or impediment of the President in the exercise of his functions.

The Board may provide for the appointment of other officers acting as councilors and devolve part of their powers; each appointed councilor as thus shall also represent the Foundation before third parties.

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Article 9

The President of the Board is FLA’s designated proxy representative, shall represent FLA before third parties and in any proceedings and shall have the power to appoint advocates and solicitors to represent and defend the Foundation when it is summoned to appear before any court under any jurisdiction, and also dismiss them.

Following proposal by the President, the Director General shall be appointed by the Board of Directors, chosen from among those persons who individually possess the qualifications required by the Board as related to the peculiarities of the role and according to FLA’s aims and objectives. The contents of the employment contract of the Director General are set out by the Board of Directors.

The terms of the Board shall expire with each new appointment of the Board of Directors and the Director General. The Director guarantees and superintends ordinary administration within directions set out by the Board and by the President. At the request of the President, the Director General may take part in the meetings of the Board, without the right to vote.

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Article 10

The Board of Auditors shall consist of three permanent Auditors and two Deputy Auditors; two out of three permanent Auditors and one out of two Deputy Auditors shall be appointed by the Lombardy Regional Council. One permanent Auditor and one Deputy Auditor shall be appointed by the other members of the Board of Directors as defined in Article 4 of this Statute by the vote of an absolute majority.

The Auditors discharge their duties for three years and shall be re-elected only once. In case of terms expiry, Auditors shall continue to discharge their duties until they have been confirmed in office or else their places have been filled, by appointment of the Institutions concerned. If one or more seats remain to be filled, the President of the Board of Directors shall proceed to fill the vacant seat by asking the institution who appointed the former candidate to choose one name for the seat still vacant; the new Auditor shall hold office for the remainder of his predecessor’s term.

The President of the Board of Auditors shall be elected by the vote of a majority of permanent members of the Board. The Board of Auditors and its individual members who might fill a vacancy are appointed by decree of the President of the Lombardy Regional Council.

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Article 11

The Board of Auditors is responsible for FLA’s administrative function and shall ensure that current laws, regulations and the provisions of this Statute are complied with. It shall be responsible for regular bookkeeping, ensure the correspondence of budgets to accounting books and individual book entries, comply with current regulations for the valuation of patrimony and write the financial accounting report, based on the final balance. Auditors may take part in the meetings of the Board, without the right to vote.

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Article 12

Each FLA’s fiscal year begins on January 1 and concludes on December 31. FLA’s budget for each fiscal year shall be approved by the Board of Directors within December 31 of that year. The final balance of each fiscal year, together with the report written by the Board of Auditors, shall be approved by the Board of Directors within four months from the conclusion of that fiscal year.

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Article 13

Il patrimonio della Fondazione è formato:

  • the allocation of 500 million liras (258.228,00 euros), as defined in article 10.2 of the compromise settlement dated December 19, 1980 between the Italian government-Lombardy Regional Council and Givaudan S.p.A. (no. 21814, Public Acts registry, Rome);
  • the contribution of 40 billion liras (20.700.000,00 euros), as provided by Lombardy Regional Law no. 69 of December 9, 1989;
  • FLA’s real and personal property derived from purchase, devise, legacy and donations;
  • voluntary contributions from other Institutions.

FLA’s assets and related rents shall be dedicated to meeting the scope of the Foundation’s activities; any other use of the assets is therefore excluded.

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Article 14

FLA’s revenues are provided by:

  • contributions, donations, and proceeds derived from FLA’s institutional activities.
  • interests receivable and property rents.

FLA’s revenues shall be dedicated to meeting its aims and objectives. Treasury is entrusted to a banking company.

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Article 15

The dissolution of FLA shall take place in case the scopes under which it was founded exhaust or become impossible to meet with available means or for other reasons.

The shareholders’ equity resulting from liquidation shall be transferred to other institutions having scopes similar to those of the Foundation, except when it is expressly provided otherwise by the Board of Directors when submitting a request to the competent authorities to appoint the liquidator.

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Article 16

The regulations of the Italian Civil Code for recognized Foundations are applicable for any item not included explicitly in the present Statute.

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Last amendment to the present Statute proposed by FLA’s Board of Directors on June 26, 2003 and approved by resolution of the Lombardy Regional Council no. 12371 of July 24, 2003.