Articles of IncorporationTHINK! THE INNOVATION KNOWLEDGE FOUNDATIONTHINKd5ac8796-ea33-40c4-893d-8b6046585335FOUNDERSThe Founders are the individuals and public or private entities that participated in establishing the Foundation and paid the initial quota to its endowment fund.
Their membership of the Foundation is perpetual and they are entitled to vote in all of the Foundationâs bodies to which they belong as determined by this Statute.
Each Founder may designate, also by means of testamentary instruments, a person or entity to succeed them in exercising the prerogatives and rights determined by this statute; and so on in perpetuity.PerformerPARTICIPANTSParticipants are public or private natural and/or legal persons or institutions that share the Foundationâs goals, and contribute to its activities and the achievement of its purposes by making annual or long-term monetary contributions in the manner and amount that may be even annually set by the Board of Directors, or by means of a particularly important and even professional activity, or by means of the granting of tangible or intangible goods.
All requests for participation must be accepted by the Board of Directors, which may delegate this power to the President.
Participating in the Foundation involves:
a) being a natural or legal person showing a unilateral and unconditional commitment to research and innovation by contributing to the Foundation;
b) contributing to the activities of the Foundation, also by participating in its on-line community and the social networks it promotes;
c) having the right to participate in the social and cultural events promoted by the Foundation, both physically and by means of webinars, etc.
Participants to the Foundation are divided into the following categories:Supporting ParticipantsProfessionals, entrepreneurs or other individuals who intend to support the initiatives of the Foundation by making annual financial contributions in the form of dues determined by the Board of Directors and/or by contributing their specific expertise and experience to the implementation of research projects.PerformerOrdinary ParticipantsIndividuals who intend to support the Foundation by paying the annual dues established by the Board of Directors.PerformerStrategic PartnersInstitutions or companies that intend to support the initiatives of the Foundation by making annual financial contributions in the form of dues determined by the Board of Directors and/or by technically supporting the implementation of research projects. These bodies may participate by making an annual or long-term financial contribution agreed with the Board of Directors, or by making available, free of charge, their premises and/or scientific researchers or research assistants.PerformerDonorsIndividuals, or public or private institutions, that make significant donations of money, goods or services. Those making donations whose value exceeds ⬠20,000 may be invited to meetings of the Board of Directors in order to be consulted concerning important decisions affecting the life of the FoundationPerformerInstitutional ParticipantsPublic and private entities involved in implementing the Foundationâs projects, universities, research institutes and associations.PerformerParticipating Researchers and Affiliated ExpertsThose who participate in the institutional activities of the Foundation by making a concrete contribution in terms of their studies, research or specific expertise. They may not participate in Assemblies, do not have the right to vote, and are not necessarily required to pay annual dues.PerformerBOARD OF DIRECTORSAdministrationRESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors shall have all powers of ordinary and extraordinary administration, except for those attributed to the other bodies of the Foundation.
The Board of Directors appoints the Chairman and Vice- Presidents from among its members.
In particular, and without the faculty of delegation, the Board resolves upon:
the general lines of the activities and organization of the Foundation;
changes to the Statute, with a majority of two-thirds of the Directors and only after the Founders have given their binding favorable approval, it being understood that the aims of the Foundation cannot be changed;
the nomination and expiry of Participants;
the methods of investing the Foundationâs assets;
the approval of the draft annual accounts and budget drawn up by the President of the Foundation, and the allocation of any operating surpluses, without prejudice to the absolute prohibition of their distribution;
the establishment of, or participation in a company, the purchase of equity, or any membership of any existing or newly created public or private body, always provided that the activities of these bodies are instrumental or directly related to the institutional activities of the Foundation;
the acceptance of donations and bequests of significant magnitude;
the appointment of Honorary Presidents.
The Board may, also continuously, delegate its powers in relation to individual acts or categories of acts to the President of the Foundation, to other members of the Board, or to the Scientific Committee or its working sub-groups, simultaneously determining the limits of such delegation. Legal representation of the Foundation is among the delegated powers. In addition to the individual members of the Board of Directors, legal representation may also be conferred upon employees and third parties within the limits of their assigned proxies.PerformerHONORARY PRESIDENTSThe Board of Directors may appoint one or more Italian and/or international personalities as Honorary Presidents on the grounds of their exceptional scientific and academic merit.
This position shall be unpaid, has a duration of three years, and gives no right to participate in decision making.THE CHAIRMANThe Board of Directors may appoint a Chairman. The appoint shall have a term of three years, and is renewable.
The Chairman is by right a member of the Board of Directors, plays no operational role, but has the task of using his/her experience to contribute towards developing the Foundation's activities and facilitating its external relations.Development and External RelationsUse his/her experience to contribute towards developing the Foundation's activities and facilitating its external relations.PerformerDr. Roberto MasieroDr. Roberto Masiero is entitled by right to hold the President of the Foundation for the first three years, and his appointment may be renewed. Subsequently, the nomination of the President shall be the right of the Founders.
The President of the Foundation is the legal representative of the Foundation and has powers of ordinary administration. The President is by right a member of the Board of Directors, and represents the Foundation before third parties and in court.
PRESIDENT OF THE FOUNDATIONconvenes and chairs the Assembly and Board of Directors;
implements the resolutions of the Board, is responsible for the Foundationâs operational activities, and supervises its overall progress and compliance with the Statute;
after consulting the Board of Directors, appoints the President and members of the Scientific Committee and attends its meetings;
prepares the draft annual accounts and budget for submission to the Board of Directors, in accordance with Article XIX of the Statute;
may propose that the Board of Directors appoint up to three Vice-Presidents from among its members, with responsibilities for the operational management of research areas or the development of the Foundation in specific areas;
is the Foundationâs head of staff;
may accept donations and bequests of modest value;
reports to the Board of Directors on activities of ordinary administration.
PerformerVice-PresidentsTHE VICE-PRESIDENTS
A maximum of three Vice-Presidents may be appointed from among the members of the Board of Directors, and shall hold office for the 3-year duration of the Board itself.
Operational ManagementIf so determined by the President, the Vice-Presidents may be responsible for the operational management of areas of research or the development of other Foundation initiatives in specific sectors. If the President is absent or incapacitated, his functions will be carried out by the senior Vice-President or, if no Vice-President has been appointed, by the senior Director.PerformerSCIENTIFIC COMMITTEEThe Scientific Committee consists of between five and twenty members appointed for one year by the President of the Foundation after having heard the opinion of the Board of Directors. It is chaired by a President designated by the Board of Directors or by the President of the Foundation who, in any case, may always attend its meetings.
In the event of the early termination of a memberâs service for any reason, the President of the Foundation will designate a replacement, who will remain in office until the natural expiry scheduled for his predecessor. Suggestions and AdviceThe Scientific Committee makes suggestions and gives advice concerning the scientific programs of the Foundation and any other matters submitted to it by the Foundationâs governing bodies. In order to undertake their institutional activities, the members of the Scientific Committee may form autonomous working groups to which the Scientific Committee can delegate its powers in accordance with their competences. Specific executive powers, such as the implementation of certain tasks or the constant monitoring of the compliance of funded activities with the purposes of the Foundation, may be delegated by the Board to the Scientific Committee or directly to its working groups. The provisions for the convening, functioning and decision-making procedures of the Committee are the same as those laid down for the Assembly.PerformerBOARD OF AUDITORSThe Board of Auditors may be appointed at the request of the Board or in accordance with the indications of the fifth paragraph of Article 20bis of Presidential Decree No. 600/1973. Once appointed, the Board of Auditors shall remain in office for three years and consist of three effective members (two of whom, including the President, are to be appointed by the Founders) and two alternate members, one of whom is to appointed by the Founders. The other auditors are appointed by the Assembly. The auditors must be registered in the Register of Auditors. Account MonitoringThe Board of Auditors has the task of monitoring the due keeping of the accounts of the Foundation and controlling the draft annual accounts and budget prepared by the Board, and shall prepare a separate report to be attached and submitted to the Assembly. Where compatible, Articles 2402, 2403, 2405 and 2407 of the Civil Code apply.Performerbfc362f9-81a4-4f30-8aad-596c1d5b5bbaTo support and develop scientific research67b0b6a3-7d31-42a8-9179-85b5417d9adeThink-Tank84850fb0-8e30-4214-9443-028526fc52a5aCreate an independent and no-profit think-tank with the aim of collecting, sharing and publishing data and analysis concerning the possible uses of ICT, digital and science-driven technologies (environmental, energy, bio- and nano-technologies) in order to promote innovative processes, economic growth and human development in both mature and developing countriesWebsiteCreate a website to collect and encourage the sharing of practical innovation experiences in mature and emerging markets, improve citizensâ quality of life, and favor the productivity of firms, industries and economic systems02ed8239-b00c-47ae-b2d9-c185531c6c46aa2b49395-1cb2-43f7-82fc-5d9960d5d9faEvents and ProgramsPromote local and international events, create educational and informative programs in collaboration with universities, research centers, development agencies, and local and international institutions in order to spread the culture of innovationdbaa4af2-83a2-46c5-951e-a38548ca7edeba2b49395-1cb2-43f7-82fc-5d9960d5d9faNo-Profit Programs and InitiativesPromote and support no-profit programs and initiatives for human development based on the use of ICT and digital technologies in developing and emerging countries5a51f8c7-dc9b-42d9-9a6d-3d837d9684beca2b49395-1cb2-43f7-82fc-5d9960d5d9faInformationGather information about, and identify opportunities for innovative projects aimed at developing and solving the problems of emerging markets; find the resources necessary to finance, promote and implement these projects in collaboration with local institutions, associations, NGOs, etc.e7b661ec-e392-4888-8093-30a4d9339430da2b49395-1cb2-43f7-82fc-5d9960d5d9faActs and ContractsStipulate any act or contract, including those relating to the financing of approved operations, such as but not limited to, those relating to short- or long-term borrowing and lending; the acquisition of property or property rights; agreements of any kind with public or private entities, including those that can be transcribed in public registers, if these are considered appropriate and useful for achieving the objectives of the Foundationba1ad266-d3ac-4fdf-88fa-c4cd191c8564ea2b49395-1cb2-43f7-82fc-5d9960d5d9faAsset ManagementAdminister and manage the assets of which it is the owner, lessor or lessee, bailee, or in any other way the holderbaf1d26e-84be-428c-9d5c-0fa06ec5f745fa2b49395-1cb2-43f7-82fc-5d9960d5d9faParticipationParticipate in public or private associations, foundations, bodies and institutions whose activities are, directly or indirectly, aimed at pursuing objectives similar to those of the Foundation; if it deems fit, the Foundation may also contribute to the establishment of the aforesaid bodies4514542c-91b9-4ca9-9c6b-e9a78c606096ga2b49395-1cb2-43f7-82fc-5d9960d5d9faBodiesEstablish or participate in bodies that exclusively and instrumentally perform activities strictly aimed at pursuing the Foundationâs statutory objectives08479795-626b-486b-b17f-df196b01ccf1ha2b49395-1cb2-43f7-82fc-5d9960d5d9faOutsourcingEnter into agreements aimed at outsourcing some of its activities90826c06-e63e-4a76-8eaf-6b7da7c77b42ia2b49395-1cb2-43f7-82fc-5d9960d5d9faAwards and ScholarshipsInstitute awards and scholarshipsb55373d2-c087-45fb-bd5b-60aa56152efaja2b49395-1cb2-43f7-82fc-5d9960d5d9faMarketingCarry out marketing activities, in an accessory manner and in pursuance of its institutional purposes, including those relating to publishing, digital contents and on-line publishing in generalb3d66237-fcc6-478b-9420-523f853d8c6aka2b49395-1cb2-43f7-82fc-5d9960d5d9faOther ActivitiesCarry out any other activity that supports the pursuance of its institutional objectives9bbb36e6-2a00-4210-bcb8-8720ab01000dla2b49395-1cb2-43f7-82fc-5d9960d5d9faPublic PoliciesIdentify, formulate and promote public policies to drive technological innovation and productivity, assist government bodies in understanding the nature of the new innovation economy, and identify the policies necessary to promote innovation, productivity and social growth.ce829d8b-5f1e-4641-b0a8-31caa4961d05b8b9a1483-c697-4d2d-a0f1-80bbf488703ba2b49395-1cb2-43f7-82fc-5d9960d5d9fa2011-06-17http://www.thinkinnovation.org/en/about/articles.phpOwenAmburOwen.Ambur@verizon.net