THE FOUNDATION (INTERNAL)

Foundation & Objectives

Giuseppe Verdi and Arrigo Boito ca. 1892

Article 1 (Name, location and duration)

The Foundation bears the name: "International Giuseppe Verdi Foundation".

It is an independent foundation under civil law and has its headquarters in 6211 XK Maastricht, Misericordeplein 12 C (Netherlands).

Since 1st July 2012, the Verdi Centre on Georgenstrasse Nr. 6 in 82152 Planegg (near Munich) has been the centre of all Foundation activities and management, replacing the residence of the Foundation Chairman, Mr Frank van Strijthagen for this purpose.

Article 2 (Objectives)

The Foundation aims to promote science and research, as well as arts and culture in the field of music and musicology in connection with the composer Giuseppe Verdi (1813 – 1901).

The constitutional aim shall be achieved in particular by donating to research institutes and universities carrying out Verdi research, awarding relevant scholarships, maintaining the Verdi legacy, as well as funding related events.

In this respect, the aims of the Foundation are exclusively and directly non-profit with respect to the section "Tax-privileged purposes" of the Fiscal Code of Germany.

The corporation is non-profit; it does not primarily pursue its own economic purposes. Its funds may only be used to achieve the constitutional aims of the Foundation. In addition, no one may benefit from expenditure that is unrelated to the aims of the Foundation or from disproportionately high remuneration.

Article 3 (Assets)

The Foundation’s assets are formed by:
The assets assigned as endowment capital.
Subsidies and donations.
Gifts, inheritance and legacies.
Entrance fees.

All other acquisitions and profits.

Article 4 (Executive Board)

The Foundation is managed by an Executive Board consisting of at least three members (exact number to be determined by the Executive Board) and is named for the first time in this document.

The Executive Board elects from its members a chairperson, a secretary and a treasurer (except for the first board whose members are named in their capacity). The Executive Board consists of a maximum of five members.

In the event of one or more vacancies opening on the Executive Board, the remaining member(s) shall appoint one (or more) successor(s) within two months of the opening of the vacancy.

In the event of one or more members being absent from the Executive Board for whatever reason, the remaining board member(s) nevertheless constitute a statutory board.

Article 5 (Representation)

The Foundation shall be represented by:

either the Executive Board,
or any of the individual board members.

Article 6 (Executive Authority)

The Executive Board is authorised to make decisions with respect to arranging acquisitions, sales and taxation of registered goods, and to enter into agreements whereby the Foundation is obligated as a guarantor or main co-debtor to lend support to a third party, or is obligated to undertake to provide a collateral for the debt of another.

Article 7 (Meetings and Decision Making)

The secretary shall announce meetings in good time by submitting an agenda.

Executive Board meetings shall be headed by the chairperson. The secretary shall compose the minutes, which are to be signed by the chairperson and the secretary after approval of the full Executive Board.

The Executive Board shall meet at least twice a year, or as often as the chairperson deems necessary, or if two or more board members make a written request to the secretary. In the latter case, the meeting must be called by the secretary within 14 days; should this not occur, the aforementioned board members shall be authorised to call a meeting themselves.

Executive Board decisions are made by simple majority.
White votes are considered not rendered.
Voting can be done either verbally or in writing.

Article 8 (End of Board Membership)

Executive Board membership ends upon death of a board member, in the event of loss of ability to act, by written resignation, or in the event of termination pursuant to Article 2: 298 of the German Civil Code.

Article 9 (Financial Year and Annual Financial Statements)

The fiscal year of the Foundation starts on 1st January and ends on 31st December inclusive.

At the end of each financial year, the Foundation’s accounts are balanced. The treasurer shall produce a balance of accounts and a profit and loss statement for the past financial year, which shall be submitted to the Executive Board within six months of the close of the financial year.

The annual financial statements shall be assessed by the Executive Board.

Article 10 (Regulations)

The Executive Board is authorized to define a set of regulations in order to regulate the topics that are not covered by the statutes.
The regulations must not contravene the law or the statutes.

Article 11 (Amendment of the Statutes)

The Executive Board is authorized to amend the statutes with a decision agreed on in the manner aforementioned in Article 7, paragraph D.

The amendment to the Statutes must be achieved under penalty of invalidity by a notarial act.

Article 12 (Composition of the Board of Trustees)

The Board of Trustees consists of a minimum of three and a maximum of seven persons. The first Board of Trustees is appointed by the Executive Board.

The Board of Trustees shall elect the chairperson and the vice-chairperson from among its members.

The term of office for members of the Board of Trustees lasts 4 years. Reinstatement is permitted. Upon retirement of a Trustee member, the remaining members shall appoint the successor.

The Board of Trustees may dismiss one of its members in exceptional circumstances. Dismissal requires a majority of three quarters of the members of the Board of Trustees.

Article 13 (Board of Trustees: Rights and Responsibilities)

As an independent regulatory body, The Board of Trustees shall monitor the Executive Board’s compliance with the founder's intention. In addition, the Board of Trustees shall be responsible in particular for ...

ratification of the annual financial statements and approval of the Executive Board,
ratification of the internal regulations of the Executive Board.

Furthermore, the Board of Trustees may adopt its own internal regulations.

Members of the Foundation’s Board of Trustees are unpaid volunteers. They are awarded no financial benefit. Reasonable expenses incurred may be reimbursed with agreement from the Board of Trustees.

Article 14 (Dissolution)

Upon dissolution or abolition of the Foundation or upon the discontinuation of tax-privileged purposes, the assets shall fall to a corporate body under public law or another tax-privileged corporation, for the purpose of promoting science and research in the field of music and musicology in connection with Giuseppe Verdi.

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Translated by Amy Hillam within the initiative PerMondo. Sponsored by Mondo Agit offering translations from German into English. Proofreader: Thomas McGuinn