Boris Christoff Foundation
Institution and Name
The Foundation called: “Boris Christoff Foundation” is established in memory of the lyric artist Boris Christoff.
Purpose and Object / Subject
The Foundation, which is non-profit, is established to pursue and implement the following purposes of social solidarity:
the promotion of the artistic figure and the maintenance of the memory of the opera artist to whom the Foundation is entitled;
the promotion and development of any form of musical activity and the dissemination of musical art, also through the establishment of musical training courses and the organization of public events, prizes, and competitions. For this purpose, the Foundation will pursue the establishment of partnerships and collaborations with other national and international musical institutions;
the provision of scholarships and subsidies, of any type and for any degree of specialization, for the following categories of musicians operating anywhere: conductors, opera and concert singers, violinists, pianists, and other instrumentalists. Scholarships must be provided to deserving and capable people, with preference for those disadvantaged in terms of physical, economic, social and family conditions;
to promote awareness of the charitable activities in the field of cardiac surgery at the Agostino Gemelli polyclinic in Rome.
The Foundation shall not carry out activities other than the aforementioned institutional ones, with the exception of activities, including economic ones, which are directly connected to the institutional ones.
The Foundation’s assets consist of movable and immovable assets which result from the Foundation’s act of constitution and is increased from the collection of any rights and of any donations, inheritances, legacies and contributions from natural or legal persons, including foreign ones. The Foundation may set up a special office, the operation of which will be governed by specific regulations, to encourage the promotion of fundraising aimed at increasing its assets.
The assets of the Foundation, after deducting operating expenses, must be committed exclusively to the realization of the founding purposes, following the order indicated in the previous article.
In case of non-use, the same will increase the available assets.
The Foundation has the exclusive right to use the name “Boris Christoff” and, consequently, to benefit of any rights connected with its use in any public or private events.
The Foundation may allow or grant the use of the aforementioned rights for initiatives compatible with its own purposes.
It is forbidden to distribute management surpluses to anyone.
The Foundation is based in Rome, at Via Vittoria 6.
The Foundation can furthermore equip itself with an administrative office, in compliance with contingent operational needs. If necessary or if useful to the achievement of the institutional purposes, secondary offices and representative offices may be established, also abroad.
The bodies of the Foundation are:
The Board of Directors
The Board of Auditors
The President of the Assembly of Academicians of the Santa Cecilia National Academy Foundation assumes the office of President of the Boris Christoff Foundation.
The President is the legal representative of the Foundation; he/she summons and chairs the meetings of the Board of Directors and oversees the execution of the decisions made. The President has all the powers of ordinary administration and, in case of urgency, adopts all necessary measures, with the obligation to submit it to the Board, for ratification, at the first subsequent meeting.
In the event of his absence or impediment, all the duties and powers of the Chairman belong to the Board of Directors which appoints a Managing Director for the purpose, when and if necessary, also setting the term of his validity.
The Foundation is managed by a Board of Directors composed of three members: the President, appointed pursuant to Article 6 of the Statute, and two directors appointed by him, the latter with qualifications respectively in musical and economic-managerial matters, to be identified, preferentially, among the directors and managers of the Santa Cecilia National Academy.
The Board of Directors remains in office until revocation and in any case for at least 3 (three) years.
The mandate of the Board of Directors does not provide for any remuneration. For particular functions, the Board of Directors may request specific appointments, defining their duration and remuneration.
The Board of Directors has the widest powers for the management of the Foundation and the pursuit of the institutional purposes provided for in Article 2.
It deliberates, unless otherwise provided, by an absolute majority of its members.
By way of example but not limited to, the Board of Directors provides for the following:
to approve any regulations envisaged for the functioning of the Foundation and the annual work program;
to approve the budget and final balance annually;
to approve the remuneration for the Board of Auditors;
to deliberate on the acceptance of donations, inheritances and legacies;
to deliberate on the activities related to the Foundation’s object.
For amendments to the Articles of Association, the unanimous vote of the members of the Board of Directors is required.
If deemed necessary or appropriate for proper functioning, the Board of Directors may appoint technical, scientific and musical committees or consultants in the matters pertaining to the corporate purpose.
It is also the task of the Board of Directors to provide for the investment of the Foundation’s money in the way it deems safest and most profitable.
The Board of Directors has the power to establish organizations, also abroad, to allow for any activities of the Foundation, establishing their purposes, composition, competences, terms and fees.
The Board meets at least twice a year. The meetings are valid if two thirds of its members are present.
In the absence of the President, the Board is chaired by the most senior Director in age.
The Board of Auditors is made up of three effective members and one alternate appointed by the Board of Directors from among those enrolled in the Register of Auditors.
It stays in office for three years and expires on the date of the Board of Directors agreed for the approval of the financial statements relative to the third year of the office. The termination of the auditors due to the expiry of the term takes effect from the moment in which the board is reconstituted.
Within the Foundation, following a resolution of the Board of Directors, a Committee of Supporters can be set up, which is composed of all those subjects who contribute with their own activities, funds, bequests, donations, and generosity of any type and in any form, to the initiatives and activities of the Foundation.
The financial year begins on January 1st and ends on December 31st of each year.
In order to safeguard the integrity of the assets, it should be noted that, once the management costs are covered, the realization of the Foundation’s purposes as indicated in art. 2, can only be achieved with the employment and within the limits of the income achieved.
The Foundation expires in the cases provided for by law.
In the event of termination of the Foundation, the Board of Directors will appoint one or more liquidators, who may also be chosen from among its members, determining their remuneration.
In the event of its extinction, the movable and real estate assets of which it is endowed will be donated in the proportion of 50% (fifty percent) to the Agostino Gemelli Polyclinic in Rome and 50% (fifty percent) to the National Academy of Santa Cecilia.
Although not expressly contemplated in this statute, reference will be made to the rules of the Civil Code and other laws in force regarding foundations and non-commercial entities.
Rome, December 19, 2013