Caracciolo de Sangro Foundation
Statute of the Foundation
INDEX
Article 1 – Establishment and Headquarters
Article 2 – Purposes and Objectives
Article 3 – Assets and Operational Resources
Article 4 – Organs of the Foundation
Article 5 – Board of Directors
Article 6 – Powers of the Board of Directors
Article 7 – Functioning of the Board of Directors
Article 8 – Powers of the President
Article 9 – Secretary and Treasurer of the Foundation
Article 10 – Financial Year
Article 11 – Use of Profits
Article 12 – Liquidation and Dissolution of the Foundation
Article 13 – Applicable Law
Article 1 – Establishment and Headquarters
The Caracciolo De Sangro Foundation – Conservatory of St. Mary of Mercy was established by the will of its original founder and her heirs. The Foundation is based in Martina Franca.
On 22 November 1725, by deed drawn up by Notary Giacomo Antonio Pitacci of Cisternino, the noblewoman Aurelia Imperiale, Duchess of Martina Franca and widow of Don Petracone V Caracciolo, donated properties and financial assets to the Conservatory she had founded under the patronage of the Blessed Virgin Mary of Mercy. The Conservatory was created to provide shelter and care for poor young women—orphans and women of strong religious faith—and was placed under the patronage of the Ducal House of Martina Franca and the civil authorities.
The Conservatory received official civil recognition on 3 June 1773 by royal approval and was later formally designated as a public charitable institution by Legislative Decree dated 28 February 1897.
The most recent statute was approved by Decree No. 199 of 9 September 1983 of the Regional Department of Social Services of the Puglia Region. This statute has since been replaced in accordance with Regional Law No. 15 of 30 September 2004, Regional Law No. 13 of 15 May 2005, and Implementing Regulation No. 1 of 28 January 2008.
The organization is officially known as the Caracciolo De Sangro Foundation (Conservatory of St. Mary of Mercy), in honor of the main benefactors of the historic Ducal House, and is headquartered in Vico Monacelle 1, Martina Franca.
Article 2 – Purposes and Objectives
The Foundation is a non-profit private law institution, and its activities are carried out exclusively within the Region of Puglia. In order to honor and preserve the memory of the principal benefactors of the Ducal House of Martina Franca – Caracciolo De Sangro and their heirs, the Foundation pursues the following objectives:
• Education and care of young women, provided through residential accommodation for disadvantaged girls—preferably orphans or those without family support—between the ages of six and twenty-one. The Foundation ensures their maintenance, as well as their moral, civic, and religious education, and their compulsory primary and post-primary education, in accordance with government programs. Support may also be offered through semi-residential programs, vocational schools, advanced training courses, after-school programs, and similar services for girls and young women in need who apply and demonstrate good moral and civic conduct;
• Promotion of cultural and charitable activities.
To achieve these purposes, the Foundation undertakes all necessary initiatives and operations and, in particular, may:
• establish collaborative relationships with public institutions, cultural bodies and associations, and female religious orders;
• enter into agreements and contracts with educational institutions and other cultural foundations.
Article 3 – Assets and Operational Resources
The Foundation’s assets consist of the permanent endowment fund contributed by the founder, comprising real estate properties, including those of historical and artistic value, as described in the sworn valuation report attached to the Foundation’s deed of incorporation as Appendix “B”, which forms an integral and essential part of this Statute.
Such assets may be expanded and supplemented through movable and immovable property acquired by way of grants, inheritances, bequests, and donations.
The Foundation shall pursue its objectives through:
• income generated from its assets;
• any contributions and donations designated for the implementation of its statutory purposes.
The Board of Directors shall be responsible for investing any funds received by the Foundation in the manner it deems most secure and financially advantageous in order to achieve the Foundation’s objectives.
Article 4 – Organs of the Foundation
The organs of the Foundation are:
the Board of Directors;
the President.
All positions held within the Foundation are unpaid, except for the reimbursement of expenses incurred by members of the Foundation’s organs in the performance of their duties.
Article 5 – Board of Directors
The Board of Directors is composed of the President and four members.
The President and three Directors are appointed by the last heir of the Caracciolo De Sangro family.
In the event of continued failure to make such appointments, forty-five days after the expiration of the Board of Directors’ term, the appointments shall be made by the Municipal Council of Martina Franca.
One additional Director is appointed by the Regional Executive Council.
Six months prior to the natural expiration of the Board of Directors’ term, the outgoing President or, in the event of his or her inability, the most senior member, shall initiate the procedure for the reconstitution of the Board.
Should public or private entities provide significant financial or asset contributions, amounting to no less than one third of the value of the Foundation’s initial assets, the Board of Directors shall be expanded to include a member designated by the contributing entity. Such contributions shall increase the permanent endowment fund.
The Board of Directors shall serve a five-year term, and its members may be reappointed. In the event of resignation or withdrawal of one or more Directors, provided that such number does not constitute a majority of the Board, the vacant positions shall be filled by replacement.
Directors appointed in this manner shall serve for the remainder of the term of office of the Board in place at the time of their appointment.
The appointment of Directors must comply with the requirements of professional competence and integrity.
The Board of Directors shall automatically lapse and be dissolved in the event that a majority of its members resign. Within six months of such dissolution, the Board shall be reconstituted through a procedure initiated by the outgoing President or, in the event of his or her inability, by the most senior member.
Article 6 – Powers of the Board of Directors
The Board of Directors has all the powers necessary for the ordinary and extraordinary administration of the Foundation. In particular, it appoints the Vice President.
The Board approves the budget for the following financial year by 31 December of each year and the financial statements for the previous year by April of each year.
It resolves on the acceptance of contributions, donations, and bequests, as well as on the purchase and disposal of movable and immovable assets.
It resolves on increases to the Foundation’s assets and determines the safest and most appropriate use of the assets, whether through investments in financial instruments or in real estate.
The Board resolves on any cooperation agreements between the Foundation and other entities or individuals.
It appoints the Secretary and the Treasurer from among persons of proven integrity and administrative competence.
The Board determines the powers and duties it deems appropriate to delegate to the President, in addition to those already assigned to the President under this Statute.
The Board approves any internal regulations.
With the presence and the affirmative vote of at least two thirds of its members, the Board resolves on amendments to the Statute.
The Board also resolves on the dissolution of the Foundation, in accordance with the provisions of Article 12 below.
Article 7 – Functioning of the Board of Directors
The Board of Directors normally meets in ordinary session twice a year and in extraordinary session whenever the President deems it necessary or upon written request by three of its members.
Meetings are convened by the President by means of a written notice stating the relevant agenda, which must be sent by letter at least five days prior to the scheduled meeting. In cases of urgency, the Board of Directors may be convened by telegram to be sent 48 hours before the scheduled meeting time, or by any other verifiable technical means.
The Board of Directors is validly constituted when at least three members are present, and resolutions are adopted by an absolute majority of those present, by open vote.
In the event of a tie vote, the President’s vote shall prevail.
Voting by proxy is not permitted.
The minutes of the resolutions of the Board of Directors shall be recorded, in chronological order, in a special register and shall be signed by the President and the Secretary.
The Secretary shall attend meetings of the Board of Directors without voting rights.
Article 8 – Powers of the President
The President holds the legal representation of the Foundation in dealings with third parties and in legal proceedings. The President convenes and presides over meetings of the Board of Directors, proposing the matters to be discussed at each meeting.
The President signs all documents and any acts necessary for the execution of the resolutions adopted and for the conduct of the Foundation’s affairs. The President oversees the proper administrative management of the Foundation, ensures compliance with this Statute, and promotes its amendment whenever necessary.
The President is responsible for implementing the resolutions of the Board of Directors and for maintaining relations with the supervisory authorities.
In the event of the President’s absence or inability to act, the Vice President shall assume the President’s duties; in the absence of both, the duties shall be assumed by the most senior member of the Board.
The Vice President is elected at the inaugural meeting by secret ballot and by a majority of the votes of those present.
Article 9 – Secretary and Treasurer of the Foundation
The Board of Directors appoints the Secretary of the Foundation, seeking the collaboration of the Municipality of Martina Franca for the assignment of one of its employees, either in service or retired.
The Secretary is responsible for maintaining the mandatory registers and for preparing the minutes of the Board of Directors’ meetings, which must be signed by all participants; any participant who leaves the meeting or refuses to sign shall be noted. The Secretary shall sign, together with the President, the contracts and official acts of the Foundation.
The Board of Directors appoints the Treasurer in compliance with applicable law. Payment orders do not constitute a valid discharge for the Treasurer unless they bear the signatures of the President and the Secretary overseeing the service, or, in their absence, of the most senior member of the Board.
Article 10 – Financial Year
The financial year of the Foundation begins on January 1 and ends on December 31 of each year.
Article 11 – Use of Profits
Profits or surpluses shall be used exclusively for the implementation of the Foundation’s institutional activities.
The Foundation is prohibited from distributing, directly or indirectly, profits or surpluses, as well as funds, reserves, or net assets during its existence.
Article 12 – Liquidation and Dissolution of the Foundation
The Board of Directors, by a two-thirds majority, may resolve to dissolve the Foundation if it determines that the statutory purposes have been fulfilled or can no longer be achieved, and shall request the supervisory authority to declare its termination pursuant to Article 27 of the Civil Code.
In the event of dissolution of the Foundation, one or more liquidators shall be appointed and granted the necessary powers.
Any assets remaining upon completion of the liquidation shall be transferred to another entity pursuing similar purposes.
Article 13 – Applicable Law
For matters not expressly provided for in this Statute, the provisions of the Civil Code and the applicable laws regarding recognized private foundations shall apply.
