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THE ARTICLES OF ASSOCIATION
OF THE ECAP FOUNDATION
1) NAME The "Confederazione Generale Italiana del Lavoro" establishes a foundation by the name of ECAP FOUNDATION in terms of Art. 80 of the Swiss Civil Code. 2) REGISTERED OFFICE The registered office of the foundation shall be situated in Zurich. 3) PURPOSE The foundation shall be charitable and not for profit. Its legitimation is derived from its founding by the Italian federation of trade unions (CGIL) and from the foundation's cooperation with CGIL, the Lega delle Cooperative and the Swiss federation of trade unions. The objective of the foundation shall be to provide education across all levels, in particular:
To this end, the foundation shall operate a training center in Zurich. The foundation shall have the capacity to establish subbranches of the training center in other Swiss cities. The foundation shall conduct the surveys, project planning and development efforts necessary for this purpose. 4) ENDOWMENT OF THE FOUNDATION The foundation replaces the Swiss branch (sede svizzera) of the dissolved ECAP and inherits the latter's assets and liabilities in terms of the balance sheet at 31 December 1983. Its assets shall be increased continuously through contributions by institutions and subsidies as well as through donations, endowments, etc. by third parties. To fund its operation and programs, the foundation shall rely on ongoing contributions or financing by public and private institutions in Switzerland, Italy or internationally, but also on the dues payable by participants in the foundation's programs. 5) ORGANS The foundation's organs shall be the following:
6) FOUNDATION BOARD The foundation board shall consist of no fewer than 13 members. Its term of office shall be four years; the power to elect or replace the members of the foundation board shall be vested in the CGIL. The foundation board shall constitute itself and manage the foundation. The foundation board shall have powers as follows: a) to elect from among its members the steering committee of the foundation, limited to a term of two years and consisting of a chair and a deputy chair, and to define the powers of the steering committee; b) to appoint the foundation's management for a two-year term and to define its powers; c) to appoint an advisory committee for a two-year period and to define its objectives; d) to define the foundation's mission; e) to vote on the foundation's annual report; f) to vote on the budget and the annual financial statements; g) to decide on the establishment and operation of subbranches; h) to appoint the authorized signatories and to determine the manner of signing; i) to appoint the auditing body for a two-year term. As a rule, the foundation board shall convene its meetings quarterly. 7) AUDITORS The auditing body shall consist of two members and a substitute, all of whom shall be elected by the foundation board. In lieu of these three natural persons, the foundation board shall have the discretion to entrust one juristic person with the responsibilities of the auditing body. 8) CHANGES OR AMENDMENTS Subject to approval by the founder, the foundation board shall be authorized to make application to the supervising body for changes or amendments to the foundation charter. In the event of the dissolution of the foundation, which shall be subject to approval by the supervising body, any remaining assets of the foundation shall be donated to a trade union whose objective is identical to the foundation's objective.
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