THINK! is an international non profit think-tank whose aim is to circulate knowledge on how digital technologies can enable innovation processes and sustainable development
Article of Incorporation
ARTICLE I – CONSTITUTION
The Scientific Research Foundation called "THINK! THE INNOVATION KNOWLEDGE FOUNDATION" is hereby constituted with its registered office in Milan. The mission of the Foundation will be pursued nationally and internationally.
The Foundation responds to the principles and legal framework of a Partecipation Foundation, one of the forms of the Foundations governed by the Italian Civil Code and related laws.
The Foundation is a no-profit organization and therefore cannot distribute dividends, and has an unlimited duration.
Delegations and offices may be established in Italy and abroad in order to pursue the goals of the Foundation’s in an ancillary and instrumental manner, and to promote, develop and extend the network of national and international relations necessary to support the Foundation itself.
ARTICLE II - AIMS AND INSTITUTIONAL ACTIVITIES
The Foundation intends to support and develop scientific research in the following manner:
a) to create an independent and no-profit think-tank with the aim of collecting, sharing and publishing data and analysis concerning the possible uses of ICT, digital and science-driven technologies (environmental, energy, bio- and nano-technologies) in order to promote innovative processes, economic growth and human development in both mature and developing countries;
b) to identify, formulate and promote public policies to drive technological innovation and productivity, assist government bodies in understanding the nature of the new innovation economy, and identify the policies necessary to promote innovation, productivity and social growth.
In order to pursue its institutional objectives to the full, the Foundation may:
a) create a website to collect and encourage the sharing of practical innovation experiences in mature and emerging markets, improve citizens’ quality of life, and favor the productivity of firms, industries and economic systems;
b) promote local and international events, create educational and informative programs in collaboration with universities, research centers, development agencies, and local and international institutions in order to spread the culture of innovation;
c) promote and support no-profit programs and initiatives for human development based on the use of ICT and digital technologies in developing and emerging countries;
d) gather information about, and identify opportunities for innovative projects aimed at developing and solving the problems of emerging markets; find the resources necessary to finance, promote and implement these projects in collaboration with local institutions, associations, NGOs, etc;
e) stipulate any act or contract, including those relating to the financing of approved operations, such as but not limited to, those relating to short- or long-term borrowing and lending; the acquisition of property or property rights; agreements of any kind with public or private entities, including those that can be transcribed in public registers, if these are considered appropriate and useful for achieving the objectives of the Foundation;
f) administer and manage the assets of which it is the owner, lessor or lessee, bailee, or in any other way the holder;
g) participate in public or private associations, foundations, bodies and institutions whose activities are, directly or indirectly, aimed at pursuing objectives similar to those of the Foundation; if it deems fit, the Foundation may also contribute to the establishment of the aforesaid bodies;
h) establish or participate in bodies that exclusively and instrumentally perform activities strictly aimed at pursuing the Foundation’s statutory objectives;
i) enter into agreements aimed at outsourcing some of its activities;
j) institute awards and scholarships;
k) carry out marketing activities, in an accessory manner and in pursuance of its institutional purposes, including those relating to publishing, digital contents and on-line publishing in general;
l) carry out any other activity that supports the pursuance of its institutional objectives.
The Foundation shall provide for the deposit and protection of its brand and logo, which form an integral part of its assets.
ARTICLE III – ASSETS
The Foundation’s patrimony consists of:
a) an endowment fund consisting all of the monetary and non-monetary contributions, such as real estate and movable goods, and any other benefit that can be used to pursue the objectives of the Foundation, made by its Founders or Participants;
b) the movable goods and real estate received or to be received by the Foundation under any title, including those acquired by it in accordance with the provisions of this Statute;
c) donations made by private persons or entities expressly intended to increase its assets;
d) the unused portion of any income which, by means of a resolution of the Board of Directors, may be utilized to increase its assets;
e) any contributions to its assets made by the European Union, the State, local entities or other public bodies.
Any surpluses from annual operations are to be used to offset any operating losses incurred in previous years, or to strengthen the Foundation’s activities, or to purchase the goods necessary to extend or improve its activities.
ARTICLE IV – GENERAL OPERATING FUND
The Foundation’s general operating fund consists of:
a) the revenues and proceeds arising from the patrimony and activities of the Foundation;
b) any donations or testamentary dispositions that are not expressly intended for the endowment fund;
c) any other contributions allocated by the State, local entities or other public bodies;
d) contributions of whatsoever nature made by the Founders and Participants;
e) revenues from the Foundation’s institutional, instrumental, accessory or related activities.
The revenues and resources of the Foundation shall be used to run the Foundation and achieve its aims. In particular, the Foundation is required to use any profits or operating surpluses to implement its institutional and directly related activities.
ARTICLE V – FOUNDERS
The Founders are the individuals and public or private entities that participated in establishing the Foundation and paid the initial quota to its endowment fund.
Their membership of the Foundation is perpetual and they are entitled to vote in all of the Foundation’s bodies to which they belong as determined by this Statute.
Each Founder may designate, also by means of testamentary instruments, a person or entity to succeed them in exercising the prerogatives and rights determined by this statute; and so on in perpetuity.
ARTICLE VI – PARTICIPANTS
Participants are public or private natural and/or legal persons or institutions that share the Foundation’s goals, and contribute to its activities and the achievement of its purposes by making annual or long-term monetary contributions in the manner and amount that may be even annually set by the Board of Directors, or by means of a particularly important and even professional activity, or by means of the granting of tangible or intangible goods.
All requests for participation must be accepted by the Board of Directors, which may delegate this power to the President.
Participants to the Foundation are divided into the following categories:
a) Supporting Participants: professionals, entrepreneurs or other individuals who intend to support the initiatives of the Foundation by making annual financial contributions in the form of dues determined by the Board of Directors and/or by contributing their specific expertise and experience to the implementation of research projects.
b) Ordinary Participants: individuals who intend to support the Foundation by paying the annual dues established by the Board of Directors.
c) Strategic Partners: institutions or companies that intend to support the initiatives of the Foundation by making annual financial contributions in the form of dues determined by the Board of Directors and/or by technically supporting the implementation of research projects. These bodies may participate by making an annual or long-term financial contribution agreed with the Board of Directors, or by making available, free of charge, their premises and/or scientific researchers or research assistants.
d) Donors: individuals, or public or private institutions, that make significant donations of money, goods or services. Those making donations whose value exceeds € 20,000 may be invited to meetings of the Board of Directors in order to be consulted concerning important decisions affecting the life of the Foundation
e) Institutional participants: public and private entities involved in implementing the Foundation’s projects, universities, research institutes and associations.
f) Participating Researchers and Affiliated Experts: those who participate in the institutional activities of the Foundation by making a concrete contribution in terms of their studies, research or specific expertise. They may not participate in Assemblies, do not have the right to vote, and are not necessarily required to pay annual dues.
Participating in the Foundation involves:
a) being a natural or legal person showing a unilateral and unconditional commitment to research and innovation by contributing to the Foundation;
b) contributing to the activities of the Foundation, also by participating in its on-line community and the social networks it promotes;
c) having the right to participate in the social and cultural events promoted by the Foundation, both physically and by means of webinars, etc.
ARTICLE VII - GOVERNING BODIES OF THE FOUNDATION
The bodies of the Foundation are:
a) the Assembly;
b) the Board of Directors;
c) the Honorary Presidents (Co-Chairmen);
d) the Chairman;
e) the President of the Foundation;
f) the Vice-Presidents;
g) the Scientific Committee;
h) the Board of Auditors.
ARTICLE VIII – THE ASSEMBLY
The Assembly consists of the Founders and Participants, and is responsible for appointing, dismissing and replacing one of the Administrators and, if required, the Auditors, who are not appointed by the Founders. The Assembly also expresses its opinion on the annual statement of accounts, and the Foundation’s program of activities approved by the Board of Directors. It also makes suggestions and presents opinions concerning the activities of the Foundation.
ARTICLE IX - RULES OF CONVOCATION AND ACTIVITY OF THE ASSEMBLY OF PARTICIPANTS
The Assembly shall meet whenever the Board of Directors deems it necessary, or when a meeting is requested by at least one-third of the participants, and in any case at least once a year. Notice of its convocation must be given on the website of the Foundation and sent by means of registered mail or equivalent technologies at least eight days before the day fixed for the meeting to all participants and members of the institutional bodies, and must contain the agenda and an indication of the day and time of the meeting. The Assembly passes resolutions on the basis of a simple majority of whatever the number of participants may be. The Assembly is chaired by the President of the Foundation or, in his absence, by the Senior Director. The Assembly appoints a Secretary from among the participants who draws up the minutes of the meeting and signs them together with the President.
The Assembly may meet and resolve also by means of the use of multimedia technologies, provided that the participants use technological means that allow them to be identified, to intervene in the discussion, and to vote in real time. Voting by means of digital technologies and the Internet is allowed provided that this increases participation in the decision-making process.
The Assembly may also resolve by means of a written procedure. Such resolutions may be passed only after they have been proposed by the Board of Directors. The procedure shall take place in any digital form certified by any form of technology that guarantees the uniqueness and originality of the vote. The written procedure must guarantee that all members have the right to full information and participation in the decision-making process. Resolutions are adopted by means of the approval of one or more documents of semantically equivalent content (or, if possible, identical wording). Any current or future innovative technology may be used for the written procedure (web casting, twitter, etc.). When this procedure is used, Assembly resolutions are to be recorded in the minutes drawn up by the Secretary appointed by the Board of Directors at the time of the initiation of the written procedure, and signed by the President of the Foundation and the Secretary.
ARTICLE X – BOARD OF DIRECTORS
The Board of Directors consists of the Chairman, the President and between three and 15 Directors, all of whom shall have the right to vote. The Founders are ex-officio Members of the Board.Two Members of the Board can be nominated by the President. The Assembly is entitled to elect one Administrator. All other Administrators will be nominated by the Founders. If nominated, Honorary Presidents (Co-Chairmen) may participate, but shall not have the right to vote. Furthermore, the donors who have made donations exceeding a value of € 20,000 may be invited to meetings of the Board of Directors in order to be consulted concerning important decisions affecting the life of the Foundation, but shall not have the right to vote. The President, the Chairman and each of the Directors shall remain in office for three years unless their appointment is revoked by the body nominating them, and may be freely re-elected. In the case of revocation, the competent body shall simultaneously appoint a substitute who shall remain in office until the natural expiry of the period of office established for the replaced Director. In case of resignation, and in any other case that the position of a Director becomes vacant, the Board shall invite the competent body to nominate a replacement or, if necessary, may itself nominate no more than two replacements, who shall serve until the nomination of the Directors designated by the competent body. Should the entire Board become vacant for any reason other than the expiry of its term of office, the Board of Auditors, if appointed, shall convene an Assembly and call on the Founders to urgently appoint new Directors. A member of the Board who fails to attend three consecutive meetings without justification may be expelled by the Board itself.
The Board is convened whenever the President deems it appropriate, or upon the request of at least two Directors.
Except in emergencies, notice is to be sent at least five days prior to the day fixed for the meeting using registered mail or equivalent technologies, and must contain the agenda and an indication of the day and time of the meeting. The Board of Directors may also meet using multimedia technologies or deliberate by means of the written procedure under the conditions laid down in Article IX. The Board is duly constituted in the presence of the majority of the Directors and resolutions are passed with the vote of the majority of those present, unless a different majority is required by this statute. In the event of a tied vote, the President shall have the casting vote. The Chairman of the Board of Auditors or another auditor in his absence, where nominated, shall participate in Board meetings but without the right to vote. Minutes of the Board meetings shall be drawn up by a Secretary chosen from among the Board members at the beginning of the meeting, and shall be signed by the President and the Secretary.
In the case of changes to the Statute, dissolution and in all other cases in which it is required by law that the minutes be drawn up by a notary public, the assistance of a Secretary is not necessary.
ARTICLE XI - RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have all powers of ordinary and extraordinary administration, except for those attributed to the other bodies of the Foundation.
The Board of Directors appoints the Chairman and Vice- Presidents from among its members.
In particular, and without the faculty of delegation, the Board resolves upon:
- the general lines of the activities and organization of the Foundation;
- changes to the Statute, with a majority of two-thirds of the Directors and only after the Founders who are still Members of the Board have given their binding favorable approval ( the agreement of the Heirs of the Founders is never obligatorily required), it being understood that the aims of the Foundation cannot be changed;
- the nomination and expiry of Participants;
- the methods of investing the Foundation’s assets;
- the approval of the draft annual accounts and budget drawn up by the President of the Foundation, and the allocation of any operating surpluses, without prejudice to the absolute prohibition of their distribution;
- the establishment of, or participation in a company, the purchase of equity, or any membership of any existing or newly created public or private body, always provided that the activities of these bodies are instrumental or directly related to the institutional activities of the Foundation;
- the acceptance of donations and bequests of significant magnitude;
- the appointment of Honorary Presidents.
The Board may, also continuously, delegate its powers in relation to individual acts or categories of acts to the President of the Foundation, to other members of the Board, or to the Scientific Committee or its working sub-groups, simultaneously determining the limits of such delegation. Legal representation of the Foundation is among the delegated powers. In addition to the individual members of the Board of Directors, legal representation may also be conferred upon employees and third parties within the limits of their assigned proxies.
ARTICLE XII - HONORARY PRESIDENTS
The Board of Directors may appoint one or more Italian and/or international personalities as Honorary Presidents on the grounds of their exceptional scientific and academic merit.
This position shall be unpaid, has a duration of three years, and gives no right to participate in decision making.
ARTICLE XIII - THE CHAIRMAN
The Board of Directors may appoint a Chairman. The appoint shall have a term of three years, and is renewable.
The Chairman is by right a member of the Board of Directors, plays no operational role, but has the task of using his/her experience to contribute towards developing the Foundation's activities and facilitating its external relations.
ARTICLE XIV - THE PRESIDENT OF THE FOUNDATION
Dr. Roberto Masiero is entitled by right to hold the President of the Foundation for the first three years, and his appointment may be renewed. Subsequently, the nomination of the President shall be the right of the Founders.
The President of the Foundation is the legal representative of the Foundation and has powers of ordinary administration. The President is by right a member of the Board of Directors, and represents the Foundation before third parties and in court.
The President:
- convenes and chairs the Assembly and Board of Directors;
- implements the resolutions of the Board, is responsible for the Foundation’s operational activities, and supervises its overall progress and compliance with the Statute;
- after consulting the Board of Directors, appoints the President and members of the Scientific Committee and attends its meetings;
- prepares the draft annual accounts and budget for submission to the Board of Directors, in accordance with Article XIX of the Statute;
- may propose that the Board of Directors appoint up to three Vice-Presidents from among its members, with responsibilities for the operational management of research areas or the development of the Foundation in specific areas;
- is the Foundation’s head of staff;
- may accept donations and bequests of modest value;
- reports to the Board of Directors on activities of ordinary administration.
ARTICLE XV - THE VICE-PRESIDENTS
A maximum of three Vice-Presidents may be appointed from among the members of the Board of Directors, and shall hold office for the 3-year duration of the Board itself.
If so determined by the President, the Vice-Presidents may be responsible for the operational management of areas of research or the development of other Foundation initiatives in specific sectors. If the President is absent or incapacitated, his functions will be carried out by the senior Vice-President or, if no Vice-President has been appointed, by the senior Director.
ARTICLE XVI - THE SCIENTIFIC COMMITTEE
The Scientific Committee consists of between five and twenty members appointed for one year by the President of the Foundation after having heard the opinion of the Board of Directors. It is chaired by a President designated by the Board of Directors or by the President of the Foundation who, in any case, may always attend its meetings.
In the event of the early termination of a member’s service for any reason, the President of the Foundation will designate a replacement, who will remain in office until the natural expiry scheduled for his predecessor. The Scientific Committee makes suggestions and gives advice concerning the scientific programs of the Foundation and any other matters submitted to it by the Foundation’s governing bodies. In order to undertake their institutional activities, the members of the Scientific Committee may form autonomous working groups to which the Scientific Committee can delegate its powers in accordance with their competences. Specific executive powers, such as the implementation of certain tasks or the constant monitoring of the compliance of funded activities with the purposes of the Foundation, may be delegated by the Board to the Scientific Committee or directly to its working groups. The provisions for the convening, functioning and decision-making procedures of the Committee are the same as those laid down for the Assembly.
ARTICLE XVII - BOARD OF AUDITORS
The Board of Auditors may be appointed at the request of the Board or in accordance with the indications of the fifth paragraph of Article 20bis of Presidential Decree No. 600/1973. Once appointed, the Board of Auditors shall remain in office for three years and consist of three effective members (two of whom, including the President, are to be appointed by the Founders) and two alternate members, one of whom is to appointed by the Founders. The other auditors are appointed by the Assembly. The auditors must be registered in the Register of Auditors. The Board of Auditors has the task of monitoring the due keeping of the accounts of the Foundation and controlling the draft annual accounts and budget prepared by the Board, and shall prepare a separate report to be attached and submitted to the Assembly. Where compatible, Articles 2402, 2403, 2405 and 2407 of the Civil Code apply.
ARTICLE XVIII - FINANCIAL YEAR
The financial year begins on 1 January and ends on 31 December of each year. The first financial year will close on 31 December of the year following incorporation.
The Foundation is required to use any profits or operating surpluses for the purposes of implementing its institutional activities and those directly related to the same.
ARTICLE XIX – FINANCIAL STATEMENT
In preparing the financial statement, consisting of the balance sheet, income statement and supplementary, the accounting principles laid down for non-commercial bodies or, where compatible, those laid down by the Italian Civil Code regarding corporations must be followed.
By the end of the month of April of each year, the President of the Foundation shall prepare the final statement and its accompanying report, forward them to the Board of Auditors (if appointed) and the Board of Directors and, by 30 June, convene the meeting of the Board to approve them. By the end of the month of October, the President shall draw up the budget and forward it, together with the accompanying report, to the Board of Auditors and the Board of Directors and, by 30 November, convene a meeting of the Board to approve them. By the end of the month of March, the President shall draw up a statement of revenue and expenditure. The budget plan and annual report, together with the accompanying reports of the President of the Foundation and the Board of Auditors, are to be deposited at the headquarters of the Foundation for the eight days preceding the Assembly called upon to express its advisory opinion. The budget plan and annual accounts must be structured in such a way as to provide a clear representation of the economic and financial situation and assets of the Foundation. The annual report shall describe the accounts, kept in accordance with Article. 20 of Presidential Decree No. 600 dated 29 September 1973. The reports accompanying the financial statements shall inter alia describe provisions and investments, with particular regard to maintaining the substantial economic integrity of the assets of the Foundation.
ARTICLE XX - TERMINATION AND LIQUIDATION OF THE FOUNDATION
In the case of the dissolution of the Foundation for any reason or causes which require the termination of the Foundation, by law or statute, this is to be proposed to the competent authority by the Board of Directors, which will also propose the appointment of two liquidators, at least one of whom shall be a registered auditor. Any residual assets remaining after liquidation will be donated to other institutions working to achieve goals similar to those of the Foundation or used for purposes of public utility after having heard the binding opinion of the Founders, but without prejudice to any other purpose that may be required by law. After having received the favorable opinion of the Founders, the Foundation may propose to the competent authority, even after its dissolution, a merger or other form of joint arrangement with other institutions that pursue the same ends in order to achieve its institutional purposes more effectively.
ARTICLE XXI – TEMPORARY NORM
The bodies of the Foundation may immediately and lawfully begin to operate on the basis of the number, which may be inferior to that prescribed by this Statute, and composition determined at the time of their constitution, and will be integrated at a later stage.
ARTICLE XXII – REMIT
In the case of any matter not covered by this Statute, the provisions of the law shall apply.