A Foundation named"Fondazione ROSA" is hereby established.
It responds to the principles and legal scheme of Third Sector Foundations, pursuant to Legislative Decree 117/2017 (hereinafter referred to briefly as "CTS"), within the broader genre of Foundations governed by the Civil Code and the relevant laws, in particular, as an entity operating in the field of services, tourist and cultural goods and activities, it falls within the group of associative forms provided for in Article 4 paragraph 6 of Decree Law July 6, 2012, no. 95, converted with amendments by Law No. 135 of August 7, 2021, and for the exercise of the activities envisaged by Emilia Romagna Regional Law No. 4 of March 25, 2016.
The Foundation is non-profit and cannot distribute, not even indirectly, profits and operating surpluses, funds and reserves however denominated to founders, associates, workers and collaborators, directors and other members of the corporate bodies, even in the case of withdrawal or any other hypothesis of individual dissolution of the associative relationship.

The Foundation has its registered office in the municipality of CERVIA (RA), a hamlet of Milano Marittima (RA), at the address resulting from the appropriate registration performed at the National Single Third Sector Register pursuant to Article 22 of the Third Sector Code. The initial address is Via Ravenna No. 10, ZIP code. 48015.
Delegations and offices may be established, both in Italy and abroad, for the purpose of developing networks of national and international relations to support the activities of the Foundation itself.
The Foundation and has unlimited duration.

Purpose: The Foundation pursues, on a non-profit basis, exclusively civic, solidaristic and socially useful purposes. To this end, it carries out activities of general interest as defined in Article 5 of Legislative Decree 117/2017.
Activities: Activities of general interest are:
* promoting change in lifestyles by improving well-being through the redevelopment of urban spaces and increasing safety referred to Places, People, Animals and Environment.
* the protection, enhancement, progress, and employment through the development and improvement of human conditions;
* the redevelopment of urban and non-urban areas, in its many forms related to image, decorum, safety both nationally and internationally and all aspects related to tourism and social of places and services related to them
* promoting an evolution in the human-animal relationship and the protection of the environment and social welfare through models of co-design
* carrying out and financing communication and awareness campaigns dedicated to institutions and citizenship on the importance of the welfare of people animals and environmental protection
* organize and manage cultural, educational, artistic or recreational activities of special social interest, including activities, including publishing, promoting and disseminating the culture and practice of volunteering and activities of general interest referred to in Art. 5 of the Code of the Third Sector
* promote, elaborate, implement projects aimed at the respect, preservation and protection of the architectural, artistic and botanical heritage, promoting the harmonious agreement between spirit and nature for the realization of an inclusive environment
* contribute to the development and dissemination of a humanist consciousness and thought for the future of humanity
* participate in civil protection initiatives, missions and projects (pursuant to Law 24 February 1992 no. 225 and subsequent amendments) as well as international cooperation (pursuant to Law Aug. 11, 2014 no. 125 and subsequent amendments), within the scope of and in compliance with the relevant regulations
* promote and carry out fundraising, including through sales of goods or the same auctioned off, the proceeds of which will be used for the redevelopment of portions of the territory or social projects
* participate in calls for the support and development of people, animals and the territory they live in
* promote and carry out events, demonstrations, rallies, conferences, awards, aimed at creating a spirit of aggregation of the inhabitants.
The beneficiaries of the foundation's activities are the inhabitants since these actions stimulate the economic, cultural and social development of the cities.
The foundation will act with criteria of impartiality objectivity transparency and non-discrimination towards all beneficiaries of its purposes.
The foundation will also be able to carry out any other activity exclusively related and for the purpose of those indicated above as well as to perform all acts and conclude all transactions of a movable, real estate, commercial and financial nature, exclusively necessary for the achievement of its purposes or pertaining to the same, therein including the assumption of shareholdings in associations, foundations, committees, and, more generally public or private institutions, including corporations, that pursue purposes consistent with its own
.
The aforementioned activities may be carried out after obtaining the necessary authorizations required by law.

The Foundation may engage in Diverse Activities, provided that they are secondary and instrumental to them and in accordance with the criteria and limits set forth in the decree of the Ministry of Labor and Social Policy, pursuant to Art. 6 of Legislative Decree no. 117/2017,
such as, but not limited to:
(a) enter into any appropriate deed or contract aimed at enabling the Foundation's concrete operations, including the leasing and assumption of concessions or gratuitous loan of real estate, entering into agreements with Public or Private Entities, which are considered appropriate and useful for the achievement of the Foundation's purposes;
(b) administer and manage the funds and assets it has the availability of in any capacity;
(c) hire employees
d) entertain professional collaborative relationships;
e) promote and organize events, meetings and other initiatives suitable for fostering an organic contract between the Foundation, the operators in the Foundation's areas of activity and the Public;
f) carry out training activities, courses and seminars directly pertaining to the Foundation's areas of interest and supporting the pursuit of its institutional purposes.

The net assets of the Foundation originally consisted of:

* assets conferred at the time of incorporation, with a total value of 35,645.00 euros (thirty-five thousand six hundred and forty-five and zero cents) as resulting from the sworn affidavit attached to the deed.

The assets also consist of:
- by contributions of money or of movable and immovable property, or of other utilities that can be used for the pursuit of the purposes, made by the Founder or by successive Supporters;
- by restricted assets consisting of restricted reserves;
- by unrestricted assets consisting of unrestricted reserves and profit reserves;
- by the operating profit of each financial year;
- from movable and immovable property that arrives or will arrive for any reason to the Foundation, including those acquired by the same in accordance with the provisions of these Bylaws;
- from donations made by Entities or private individuals with express destination to increase the patrimony;
- from non-repayable contributions attributed by the State, territorial entities or other Public Entities.

They constitute contributions to assets freely allocated for the management of the Foundation:
- any donations or testamentary dispositions that are not expressly allocated to restricted assets.

The Founder is Arch. Giulio Camisotti, generalized in the articles of incorporation.

The following are organs of the Foundation:
- the monocratic Board of Directors
- the monocratic Control Body
- the Statutory Auditor, when legal limits are exceeded.

The Board of Directors of the Foundation is a sole director, who:
* has the legal and general representation of the Foundation before third parties and in court, with the power to act and resist before any administrative or jurisdictional authority, appointing attorneys for this purpose
* handles relations with entities, institutions, public and private enterprises and other bodies, including for the purpose of establishing relationships of collaboration and support of individual initiatives of the Foundation.

The Governing Body also qualifies as the "President of the Foundation," when necessary or appropriate.

The Foundation's Supervisory Board is mandatory under Article 30 of Legislative Decree 117/2017 and lasts for the period of the law. It will be appointed by the Founder.

The Legal Auditor is mandatory when the requirements of Article 31 of Legislative Decree 117/2017 are met and lasts for the period of the law. He will be appointed by the Founder.

The financial year of the Foundation begins on January 1 (one) and ends on December 31 (thirty-one) of each year.
By April of each year, the annual financial statements for the previous year shall be prepared and approved, to be filed with the Single National Register of the Third Sector within the terms of the law (currently by June 30 of each year pursuant to Article 48, paragraph 3, of the CTS).
The financial statements consist of the balance sheet, the cash flow statement - showing the income and expenses of the Foundation and are accompanied by:
* the mission report or the report to the financial statements with which the Governing Body illustrates the items in the financial statements, the economic and financial performance of the Entity, and the ways in which the Entity pursues its statutory purposes (in the report to the financial statements or the mission report, the Governing Body also documents the secondary and instrumental nature of the different and secondary activities referred to in Art. 6 of the CTS);
* by the report of the Control Body;
* by the report of the Statutory Auditor, if appointed.
The aforementioned documents must provide a clear representation of the Foundation's economic, financial and patrimonial situation.
The Foundation is obliged to use profits or surpluses for the realization of institutional activities and those directly related, accessory and instrumental to them.

Consequently, the distribution, even indirectly, of operating profits or surpluses as well as of funds and reserves, however denominated, during the life of the Foundation is prohibited, with particular regard to:
* to the Founder;
* to workers and collaborators;
* to members of the Foundation's bodies;
to be understood, such indirect distribution, also with reference to what is specified by Article 8, paragraph 3, of the Third Sector Code.

The Foundation, in addition to the annual financial statements and related reports, must keep:
* the book of meetings and resolutions
* the book of the Control Body
These books must be kept by the same bodies to which they refer.

The Foundation may carry out transformations, mergers and demergers, pursuant to Article 42-bis of the Civil Code. The power to decide on such operations is referred to the President in the manner and manner provided for in these bylaws.

In the event of the dissolution of the Foundation, or extinction for any cause determined, the assets constituting its residual patrimony shall be devolved, subject to the positive opinion of the competent office of the Single National Third Sector Registry, to other Third Sector Foundations operating in the same or similar sector and pursuing similar purposes, unless otherwise required by Law.

Any dispute arising out of or related to these Bylaws, or in any case relating to their interpretation, execution, validity and effectiveness, between the Foundation and the liquidators, concerning disposable rights relating to the relationship with the Foundation, with the exception of those in which the law provides for the mandatory intervention of the Public Prosecutor, shall be the subject of an attempt at settlement through a Conciliation Body based in the Province of Ravenna and accredited with the Ministry of Justice as per D.Lgs. of March 04, 2010 no. 28.
For any dispute not resolved through conciliation, as provided for in the preceding paragraph, the competent Court shall be exclusively that of Ravenna.

All offices provided for in the bylaws are free of charge. The members of the Foundation are entitled to reimbursement of expenses incurred in the performance of their duties, for the performance of the office, actually documented expenses incurred and advanced for tasks and activities strictly inherent to the purpose.
The President may resolve, against specific assignments given to third parties.

For anything not provided for in these Bylaws, the Internal Regulations and the resolutions of the bodies of the Entity, the provisions of Legislative Decree No. 117 of July 3, 2017 (Third Sector Code) and, to the extent compatible, the Civil Code and its implementing regulations, as well as the specific legal regulations in force regarding private law Foundations, shall apply.
F.to: Camisotti Giulio
" Mara Piccolo, teste
" Morena Sparapan, teste
" Pietro Castellani Notary

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