BYLAWS
BERLONI FOUNDATION

Article 1
The Foundation is established by Messrs Antonio Berloni and Marcello Berloni under the name Berloni Foundation , with registered offices in Pesaro .

Article 2
The foundation is not for profit and operates exclusively for social purposes. It shall be the principal purpose of the Foundation to fight against thalassemia, primarily by means of the promotion of studies and research to advance methods for the radical cure of this disease, including bone marrow transplantation and the transplantation in-vitro-modified genes, and research in transplantation immunology; also to apply the results of this research to bone marrow transplantation in leukemia, marrow aplasia and genetic immunodeficiency diseases. The Foundation shall favor and promote research initiatives, and their development and progress in the Marches Region and in Italy ; also with a focus on genetic diseases both nationally and internationally.

Article 3
Funds of the Foundation shall consist in:
  • amounts donated by the founders as stated in the Certificate of Incorporation of the same Foundation, of which these Bylaws are an integral part;
  • property, real or personal or other assets which may be donated or contributed to the Foundation for any and all purposes by public and private donors, provided that these assets are expressly destined to increase the funds of the Foundation for the purposes as stated under Article 2 of these Bylaws
  • any amounts generated and appropriated out of income of the Foundation that the Board of Directors may resolve to apply to increase the assets of the Foundation.

Article 4
The Foundation shall carry out its purposes as supported by revenues as follows:

  • income from the assets of the Foundation;
  • any and all such contributions or donations that may be destined to the attainment of the purposes of the Foundation as stated in its Bylaws unless they are expressly destined to increase its assets.

Article 5
Governing bodies of the Foundation shall be: the Chairman of the Foundation, the Board of Directors, the Board of Advisors.

Article 6
The Board of Directors shall consist of 5 (five) members – of which 3 (three) shall be appointed by each Founder, and, in their absence, by their respective nearest direct descendants.
The initial Board of Directors shall be designated upon establishment of the Foundation. The members of the Board of Directors shall serve a 3 (three) year term and may be re-elected. If, for any reason, one or more Directorships become vacant, successors shall be elected by the remaining Directors. Directors so elected shall serve for the remainder of the unexpired three-year term.

Article 7
The Board of Directors shall elect the Chairman of the Foundation and a Deputy Chairman from amongst its members, to serve the same three-year term of office as the Board.
The Chairman shall:

  • legally represent the Foundation before third parties and in court;
  • call and chair the Board of Directors and the Board of Advisors;
  • supervise the implementation of the general purpose of the Foundation;
  • see that the resolutions of the Board of Directors are implemented

In the exercise of his powers, the Chairman may confer special powers of attorney with the authority and the duties as the Chairman may determine. Also in the exercise of his powers the Chairman may designate an executive committee on a temporary basis also outside the Board of Directors and the Board of Advisors.
In the event of absence or impediment of the Chairman, the Deputy Chairman shall exercise the powers of the Chairman.

Article 8
The Board of Directors shall carry out the general purpose of the Foundation, formulate its programs and take action to implement them.
The Board of Directors shall have all the powers for the ordinary and extraordinary management of the Foundation. It shall have power:

  • to approve the annual budget by December 31 and the annual financial report by March 31 of each year. The annual budget includes the work plan for the fiscal year to which the budget refers. Fiscal years run from January 1 through to December 31 of each year;
  • to accept contributions, donations and bequests; to purchase and sell property, real or personal;
  • to invest funds of the Foundation in government bonds, securities or real estate;
  • to authorize collaboration of the Foundation with other private organizations both nationally and internationally;
  • delibera la eventuale costituzione di Centri di studio e di ricerca e ne regola l’organizzazione ed il funzionamento;
  • to establish research centers and regulate their organization and functioning;
  • to appoint the members of the Board of Advisors;
  • to adopt amendments to the bylaws with a favorable majority of at least 2/3 (two thirds) of its members;
  • to confer on the Chairman and the Board of Advisors the powers and the duties that it shall deem advisable, additional to the powers and duties as vested in them under these Bylaws;
  • to provide on the affairs as may have been submitted to the Chairman and the Board of Advisors.

Article 9
The Board of Directors shall meet at least twice a year at the call of the Chairman. Meetings of the Board may be called at any time upon request of at least three Directors. Such request shall state the purposes for which the meeting shall be called. Resolutions shall be passed with a majority vote. In the event of a tie, the Chairman shall have the casting vote.

Article 10
The Board of Advisors shall consist of a variable number of persons qualified in the field of activities conducted by the Foundation. The members of the Board of Advisors are appointed by the Board of Directors for a three-year term and may be re-elected. It is their duty to collaborate to establish and organize programs, to evaluate and disseminate results.
I n the event of resignation or other impediment, successors shall be elected to serve on this Board for the unexpired three-year term of office.

Article 11
No compensation shall be paid to directors, officers or advisors, except that they may be allowed expenses incurred in the performance of their official duties.

Article 12
Applicable legislation shall govern matters other than those regulated by these Bylaws.