The Association has been operating throughout the territory of the Province of Lucca for over thirty years. It brings together under its aegis a rich and significant heritage of history, art, architecture and environment, the origins of which go back to the fifteenth century.
Founded by Marino Salom, owner of the Villa Mansi di Segromigno in Monte, it is a non-profit association, the activity of which has always been carried out by the governors and members, who voluntarily devote their time and expertise to supporting and guiding members in addressing the problems of conservation and management of these assets.
In addition, events are organised that contribute to the promotion of a cultural and tourist image of the Lucca area in Italy and abroad. More specifically, through astute conservation the Association aims to ensure that the cultural legacy of the Villas and Palazzi of Lucca may endure over time, fostering ongoing dialogue and synergy with the local government bodies in charge of the conservation, protection and promotion of the entire area.
BOARD OF GOVERNORS of the ASSOCIAZIONE DELLE VILLE E DEI PALAZZI LUCCHESI
Pier Luigi Bertolli - Honorary Chairman
Vittoria Colonna di Stigliano - Chairman
Stefania Aimar - Secretary
Vittorio Varetti - Treasurer
Fiammetta Giurlani Meschi
The Associazione delle Ville Lucchesi was founded in December 1986 by a small group of Owners of Historic Villas1 which – through the encouragement of Marino Salom, who was at the time owner of the Villa Mansi di Segromigno in Monte – intuited the potential of the Villas of Lucca and of the territory of the Province of Lucca, comprising a variety of landscapes ranging from sea to lake and from hills to mountains, brought together in the system that continues to govern the villas.
The history of the Villas stems from the history of the traditional entrepreneurship of the Lucca families, who already had their palazzi in the city and increasingly turned to investments in the agricultural economy. For centuries this far-sighted and industrious diversification also fostered its own particular and multi-faceted cultural world. Villas and Palazzi that today represent a tangible, visible legacy of a singular and congruent enterprise. Not to be lost.
Conscious of this historic process, of the relations between the urban and rural “evidence”, in 1994 the Association adopted the name “Associazione delle Ville e dei Palazzi Lucchesi” and this is the role in which it officially operates.
On the strength of the conviction that knowledge and research are at the basis of conservation and enhancement, as far back as 1987 the Association organised the first study day on the subject of the Lucca Villas. In the years that followed this became a regular appointment organised every two years as the FESTIVAL DELLE VILLE, featuring conferences, exhibitions and concerts (see Events section of the AVPL website).
In 2003 the Premio Ville Lucchesi, named after Marino Salom, was also established, to be awarded to the best undergraduate or postgraduate thesis dealing with the restoration of the public or private garden of a Historic Dwelling in Italy. The aim was to stimulate, not only a knowledge of the rich heritage of the villas at local and national level, but also study of the restoration, retrieval and valorisation of the landscape element.
The two-yearly appointment of the Premio Ville Lucchesi within the Festival is intended as a moment of encounter between Italy and the rest of the world, making a contribution to knowledge and fostering an enhanced awareness of the protection and rehabilitation of the landscape.
(1) Founder Members: Isabella Boroli Vincenzini, Federico Grabau, Maria Luisa Orlando, Maria Francesca Rossi, Marcello Salom, Marino Salom.
Initial holders of office: Chairman, Marino Salom - Vice-Chairman Attorney Massimo di Puccio - Secretary, Vittoria Colonna di Stigliano – Treasurer, Maria Luisa Orlando – Governors: Federico Grabau, Diana Infante, Isabella Boroli Vincenzini, Antonio Meschi.
ANNEX “A” TO FILE No. 158,246/17,466
ARTICLES OF ASSOCIATION
of the “ASSOCIAZIONE DELLE VILLE E DEI PALAZZI LUCCHESI”
ART. 1 – FOUNDATION AND REGISTERED OFFICE
An association is founded with the name "ASSOCIAZIONE DELLE VILLE E DEI PALAZZI LUCCHESI", pursuant to article 36 of the Italian Civil Code.
The registered office is established in Capannori (Lucca), Segromigno in Monte district, Via di Valgiano no. 32/b.
Upon resolution passed by the Board of Governors, the Association may, without losing its own identity, become a member of the Associazione delle Dimore Storiche Italiane, with legal personality, with its registered office in Rome, upon conditions to be agreed, and may also represent the said Association as delegate for the territory of the former Duchy of Lucca.
ART. 2 - TERM
The term of the Association is indefinite.
ART. 3 - AIMS
The aim of the Association is the retrieval, enhancement and protection, also through voluntary work, of the environmental, historic and cultural heritage represented by the Villas and Palazzi of Lucca (comprised within the territory of the former Duchy of Lucca).
The Association intends to study and promote initiatives of a legislative, technical, financial, fiscal and commercial nature, co-operating in this regard with Bodies, Associations, Companies and Administrations, both public and private, in Italy and in the rest of the EEC, and any other foreign country.
More specifically, the aims may also be achieved through the study and development of projects and initiatives such as:
a) – organising events of cultural and tourist appeal, at all levels, primarily in the parks, villas and palazzi of the members;
b) – promoting exhibition events, including fair-type events, related to the aims of the Association, to be organised through bodies or companies that the Association may set up or may take part in, as long as the liability of the Association and/or of its directors, is limited to all effects and purposes;
c) – fostering information and the dissemination of the historic and cultural heritage of the Villas and Palazzi of Lucca in Italy and abroad through specific promotional initiatives;
d) – promoting and performing studies and market surveys, preparing and publishing catalogues and other promotional publications, organising services of consultancy and assistance;
e) – promoting and carrying out studies and initiatives to contribute to the protection of the natural environment, the landscape and the ecological heritage of the Lucca territory.
The Association is non-profit.
It may avail of third parties for the organisation of individual initiatives.
The use of the villas or the palazzi deriving from initiatives decided by the Association shall be governed by specific agreements to be negotiated freely with the individual owners.
ART. 4 - ORDINARY MEMBERS
The owners – whether they are private individuals, or companies or bodies – of villas or palazzi, or part of the same, of genuine and effective historic, cultural, environmental or landscape value are entitled to become members of the Association.
Each villa or palazzo or part of the same will be represented by a member, who may be a relative or delegate of the owner, holding power of attorney from the same.
ART. 4 bis – VOLUNTEER MEMBERS (FRIENDS OF THE VILLE E DEI PALAZZI LUCCHESI)
Any person interested in offering their services for the achievement of the objectives of the Association is entitled to become a volunteer member.
The number of volunteer members must not exceed fifty per cent of the ordinary members.
Only the owners – whether they are private individuals, or companies or bodies – of villas or palazzi, or part of the same, of genuine and effective historic, cultural, environmental or landscape value comprised within the territory of the former Duchy of Lucca are entitled to become ordinary members.
ART. 4 ter – ATTRIBUTIONS OF THE MEMBERS
The status of any of the categories of member as laid down in these Articles of Association attributes:
a) the right to take part in any of the activities of the Association;
b) the right, for members of legal age, to vote on the approval and amendment of the Articles of Association and for election to all the offices provided for by the same;
c) the right, for members of legal age, to vote on the approval of the annual financial statements;
all without any limitation of any kind.
No temporary participation in the life of the Association is contemplated.
ART. 5 - ADMISSION
To be admitted as a member, an application for membership of the Association compiled and with the details indicated below must be submitted to the Meeting:
- first and last names, place and date of birth, current address;
- a declaration that the applicant will comply with these Articles of Association and abide by the resolutions made by the bodies of the Association.
The Meeting of the Association must pass resolution on the application within 30 (thirty) days.
In the event of non-acceptance, the applicant may submit an appeal to the Meeting within the 30 (thirty) days following, and the Meeting will make a definitive decision on the matter at its first convocation.
ART. 6 – WITHDRAWAL AND EXCLUSION OF MEMBERS
Members may withdraw from the Association at any time.
The communication of withdrawal must be made in writing to the Chairman and takes effect from the end of the current year, as long as the said communication is made at least three months before the end of the financial year.
An ordinary member who has sold the villa or palazzo or part of the same on the basis of which he/she had requested membership is deemed to have resigned from the moment of such sale, unless request is made for enrolment as a voluntary member.
Exclusion of a member is decided by the Board of Governors for the following reasons:
- for non-payment of two consecutive membership fees;
- for expulsion: when the conduct or actions of the member are in clear conflict with the principles or objectives of these Articles of Association.
ART. 6 bis – CIRCULATION OF MEMBERSHIP
The membership cannot be assigned, except in the case of transfer mortis causa, and cannot be revalued.
ART. 7 – INCOME OF THE ASSOCIATION
The income of the Association – a non-profit, non-commercial entity – is represented by:
- revenue from the “membership fees” and any “additional sums”, to be determined annually by the Meeting, intended merely to offset any costs sustained for the institutional activities and the production of any services that may be supplied to the associates or to particular categories among them;
- subscriptions, donations, contributions and bequests from public and private bodies, associations and members;
- revenue deriving from any occasional commercial activities, determined within the limits of the directly attributable specific costs borne in the development of the same.
ART. 7 bis – FINANCIAL YEAR
The beginning and end of each financial year are established respectively as 1 January and 31 December of each year.
ART. 7 ter – PROHIBITION ON DISTRIBUTION OF SURPLUS INCOME
Under no circumstances can any surplus income be distributed, either directly or indirectly, among the members belonging to any category, but must be allocated to the institutional objectives and/or purposes of public utility which the Board of Governors deems most expedient, except where destination or distribution are imposed by law.
ART. 7 quater – MANAGEMENT OF THE ASSETS
The management of the assets is entrusted to the Board of Governors which is directly answerable for the performance of all activities and the use of the Association’s assets at the annual session for approval of the financial statements.
Under no circumstances can any funds having the nature of capital be distributed, either directly or indirectly, among the members, except where such distribution is imposed by law.
ART. 8 – COMITTEE OF HONOUR
It is planned to set up a Committee of Honour made up of individuals or representatives of Bodies that are proposed by the members to the Board of Governors and nominated by the latter from among those who, by virtue of their positions of a political, managerial, institutional or cultural nature, can make a contribution in terms of prestige and experience for the pursuit of the aims of the Association.
The functions of the Committee of Honour are of a consultative and propositional nature.
The Committee and its members are consulted by the Board of Governors every time the latter deems it opportune, and may themselves propose initiatives considered suitable for achieving the aims of the Association.
ART. 9 – BODIES OF THE ASSOCIATION
The bodies of the Association are:
a) – the Members’ Meeting;
b) – the Board of Governors and the Executive Committee;
c) – the Board of Auditors (if elected).
ART. 10 – MEMBERS’ MEETING
The Members’ Meeting is made up of all the members, all of whom have the same powers of participation and voting.
Each member is entitled to one vote, whatever the value of the quota.
Votes are expressed by show of hands.
The Meeting is convened via the posting of a specific “Convocation Notice” on the notice board at the headquarters of the association, at least one month ahead of the date of the Meeting, and by any other form of announcement that the Board of Governors may deem appropriate to guarantee the effectiveness of the associative relationship.
In the same manner, an appropriate method of publicising the resolutions passed by the Meeting apropos approval of the annual report and the financial statements must also be guaranteed.
The Meeting is chaired by the Chairman of the Board of Governors or, in his absence, by the person appointed by the Meeting itself.
The Meeting may be both ordinary and extraordinary.
The Extraordinary Meeting has exclusive competence for amendments to these Articles of Association.
The Extraordinary Meeting passes resolution by majority of those in attendance at the session and calls for a quorum of 51% (fifty-one per cent) of the members listed in the specific register at the date of the resolution, on first convocation and of 10% (ten per cent) on second convocation.
The second convocation is scheduled only for resolutions in extraordinary session.
The time and place at which the Meeting is to be held on first and second convocation will be indicated, on condition that the second convocation cannot be scheduled less than twenty-four hours after the first.
The Ordinary Meeting is convened at least once a year at the registered office or any other place as long as it is in Italy, within the month of April, for the approval of the financial statements, the renewal of appointments to office if necessary and for any other decision of its competence or that is submitted to it.
The Ordinary Meeting does not require a quorum and passes resolution by majority of those in attendance.
The Meeting elects the members of the Board of Governors and the Board of Auditors, approves the financial statements drafted by the Board of Governors and passes resolution on the other matters referred to it by law and by these Articles of Association.
All the members listed in the specific register are entitled to attend the Meeting.
Vote by proxy is not permitted.
ART. 11 - THE BOARD OF GOVERNORS
The Board of Governors is made up of a minimum of seven and a maximum of eleven members.
It holds office for five years, lapses collectively and can be re-elected.
The members of the Board of Governors are elected by the Members’ Meeting from among the members of the Association, except in the exceptional case of replacement in the course of the financial year as laid down below in this article.
The Board of Governors elects a Chairman and a Vice-Chairman.
The Board is also entitled to elect an Honorary Chairman.
If one of the Governors fails to attend three consecutive meetings of the Board without a valid reason or, in any case, four meetings of the Board in the same financial year with or without justification, then the other Governors shall declare the same lapsed from office.
If, for whatsoever reason, one or more Governors should cease office, the others that remain in office proceed to their replacement, as long as the majority continues to be made up of Governors appointed by the Meeting.
The resolutions of the Board of Governors are valid when at least half the Governors plus one are present, and are passed by majority of those in attendance; in the case of a split vote, the Chairman has the casting vote.
The Board of Governors has all powers inherent to ordinary and extraordinary management.
More specifically, it establishes the guidelines and programmes, even organisational and adopts all the measures necessary for achieving the aims of the Association, administers the assets of the same, annually drafts the financial statement with related report to submit to the Meeting for approval, proceeds to the compilation and updating of the registers and books of the Association, passes resolution on what is laid down in these Articles and not expressly reserved to the competence of the Meeting, in addition to fulfilling all the obligations assigned to its competence by the legislation in force.
Vote by proxy is not permitted.
ART. 12 – BOOKS
For the correct functioning of the Association, in addition to any obligatory books and registers required by law and by fiscal regulations, the following books and registers are established and kept:
- members’ register;
- Board of Governors’ minutes book;
- Members’ Meeting minutes book;
- Board of Auditors’ minutes book;
- cash ledger.
ART. 13 – THE CHAIRMAN OF THE BOARD OF GOVERNORS
The legal and civil representation of the Association before third parties resides with the Chairman, who also signs all the deeds of the Association.
The Vice-Chairman automatically takes over the powers of the Chairman when the latter is prevented from acting or absent, and also has the signatory power during such period of substitution.
ART. 13 bis – THE SECRETARY
The Secretary is chosen by the Board from among its members or from among the members of the Association, even the volunteer members; the Secretary is in charge of the organisational compliance of the management and is responsible for keeping the books.
ART. 13 ter – THE TREASURER
The Treasurer is chosen by the Board from among its members, is in charge of the funds of the association and proceeds – with the signature of the Chairman or the Vice-Chairman – to payments and collections.
ART. 13 quater - EXECUTIVE COMMITTEE
The Executive Committee is made up of the Chairman, the Vice-Chairman, the Secretary and the Treasurer and takes care of urgent matters of ordinary management and matters of extraordinary management only upon mandate from the Board of Governors or even without mandate in cases of exceptional urgency and unanimously, subject to ratification at the next meeting of the Board.
ART. 13 quinques – COORDINATOR OF VOLUNTEER MEMBERS
The Board of Governors shall, with a tacitly renewable annual assignment, appoint an ordinary or volunteer member as coordinator of the volunteer members and may, through a specific regulation, discipline the manner in which the voluntary work is performed, although this is always unpaid except for refund of out-of-pocket expenses.
ART. 14 – THE BOARD OF AUDITORS
Where elected, the Board of Auditors is made up of three members elected by the Meeting, even from persons outside the Association.
The Board holds office for five years.
The three auditors have the task of monitoring all the management and accounts transactions, are entitled to attend the meetings of the bodies of the Association in a consultative capacity, and to inspect the accounts books of the Association, examine the mandates and perform cash checks at any time.
At the time of the financial statements and in case of urgency at any time, they report the results of their inspections to the Meeting, specifying the proposals and provisions that they consider useful to the Association.
ART. 15 – WINDING-UP AND LIQUIDATION
Resolution on the winding-up of the Association and the appointment of the liquidators must be passed by the Meeting with the vote in favour of at least three-quarters of the members.
In the eventuality that the entire membership structure of the Association should cease, the Board of Governors will proceed to the liquidation of the Association.
In the case of winding-up, for whatever reason it may occur, after consultation with the supervisory body as laid down in art. 3, paragraph 190, of the Law no. 662/96 and without prejudice to other destination prescribed by law, the assets will be devolved upon another association with similar aims or for purposes of public utility, after deduction of any advances previously made by the members and accounted for in the specific cash ledger subject to the control of the Board of Governors.
ART. 16 – REFERENCE LEGISLATION
For all that is not expressly provided for herein, reference is made to the legislation currently in force.