TCBL FOUNDATION Preamble Aware of the socio-cultural, economic, political and strategic importance of the textile and clothing sector, the European Union has validated and co-financed the project “TCBL: Textile and Clothing Business Labs” under the Horizon 2020 Research and Innovation Program, with contract n. 646133. The TCBL Project, launched on 1 July 2015 and completed on 30 June 2019, has created a valuebased community of Labs (exploring the sustainability implications of technological and social innovations) and Associates (businesses of all types and sizes operating in the textile and clothing sector). It has engaged these communities in collaboratively carrying out Innovation Projects, as well as knowledge sharing and communication actions including local workshops and events, publications and videos, and the annual #TCBL conference. Important, concrete results have thus been achieved that the participants wish to keep alive and develop further together, after the end of EU funding of the project activities. The TCBL Foundation is born for this purpose. From the Industrial Revolution to date, the textile and clothing sector has played an irreplaceable role in the European economy, including fashion, accessories and many aspects of social life. From the first glance, “textile” products tell stories of seasons, gender, age groups, nationalities, cultures, social standing, beliefs and so forth. Individual choices reflect both shared social norms and very specific taste and traits. Many business enterprises produce and sell textile products with profit, with fashion and interior design driving the textile sector together with more specialised applications in areas ranging from health to construction. This gives rise to a broad range of individual competences and company specialisations from raw materials to e-commerce. At the same time, the textile and clothing sector is undergoing significant transformations on several fronts. Awareness is growing of the industry’s environmental impact and social costs. Sustainability, provenance, transparency, and durability are all becoming key determinants for success. New business models are emerging that aim to satisfy individual customer desires for sustainability with new retail experiences. The TCBL project has aimed to help address these challenges, primarily by bringing together a broad range of innovators and producers all willing to explore new business models together within the framework of seven TCBL Principles: • • • • • • •
Curiosity: Creative exploration of innovative paths and business models. Viability: Increasing business prosperity along with that of communities. Durability: Commitment to the environment, circular economy, zero km. Multiplicity: Value of different cultures, traditions, skills, opinions. Openness: Trust, transparency, participation, resource sharing. Respect: Value of people and places, respect for privacy and property. Responsibility: Accountability, reliability, responsible practice.
The Foundation is thus established to give continuity to the activities involved in the TCBL project and its preparation, execution and development, so as not to lose the results attained but rather to reinforce on-going activities with a stable structure allowing for continuity in the coordination of new actions coherent with the above goals, promoting initiatives aligned with the strategic directions identified in the TCBL project. The Foundation will pursue its mission with exclusively non-commercial shared goals – non-profit – with the aims of research, education, instruction, culture and innovation. In that spirit, Founding Members can be any person, institution, association or business contributing to the Foundation in the ways agreed upon, according to the rules established by the Launch Committee and the Internal Regulation in force from the date of constitution onwards including successive revisions.
Art. 1 Constitution Upon initiative of the First Founding Members, here listed: 1. Member 1 2. Member 2 3. etc. a Foundation is hereby constituted with the name TCBL Foundation, with its seat in Prato (Italy), Piazza del Comune 2. It corresponds to the principles and the legal framework of the Participated Foundation in Italian law. The Foundation is non-profit and cannot distribute dividends. The goals of the Foundation are pursued mainly in Italy and the European Union and European Economic Area - EEA, and in any event without geographical limitations for its activities on the basis of specific plans in all territories globally.
Art. 2 Delegations and offices Delegations and offices may be established both in Italy and abroad in order to carry out activities of promotion and development, on an ancillary and instrumental basis with respect to the purposes of the Foundation, and to increase the network of national and international relations required to support the Foundation itself.
Art. 3 Purposes The Foundation, in implementation, intends to contribute to the progress of the textile and clothing sector as indicated below and to the development and support of the skills and professionalism of those working in the sector, in order to improve the quality and sustainability of the activities carried out in all fields. It will therefore only pursue aims of research, education, instruction, culture, innovation, technical assistance, communication and relations with the media and society. This can include, but not be limited to, the following specific activities: -
Represent and promote a sustainable transformation of the textile and clothing industry in Europe and beyond. 2
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Manage an accreditation protocol related to the adherence of Foundation Participants to shared values and principles. Manage the Foundation website, publications and social media activity, promoting communication and knowledge exchange. Organisation of conferences, workshops, seminars and events. Reach agreements with providers of web-based services to the benefit of the Foundation’s Members and Participants Collaborate with donors, sponsors and agencies (including the European Commission) to support initiatives identifying, developing and testing innovative solutions.
Art. 4 Instrumental, ancillary and connected activities For the achievement of its goals the Foundation may among other things: a) stipulate any appropriate deed or contract, including for financing the transactions approved, including, without excluding others, the assumption of loans and mortgages, short or long term, the lease, the hiring in concession or loan or the purchase, in property or in property rights, of real estate, the signing of agreements of any kind also capable of registry in public records, with Public or Private Bodies, which are considered appropriate and useful for achieving the purposes of the Foundation; b) administer and manage the assets of which it is the owner, lessor, loan holder or otherwise owned; c) stipulate agreements for the assignment to third parties of part of the activities as well as specific studies and consultancy; d) participate in associations, bodies and institutions, public and private, whose activity is directed, directly or indirectly, to the pursuit of purposes similar to those of the Foundation itself; the Foundation may, where it deems it appropriate, also contribute to the establishment of the aforementioned bodies; e) constitute or contribute to the constitution, always in an ancillary and instrumental way, direct or indirect, to the pursuit of institutional purposes, partnerships and / or capital, as well as to participate in companies of the same type; f) promote and organize events, conferences, meetings, proceeding to the publication of the related documents or documents, and all those initiatives and events suitable for fostering an organic contact between the Foundation, the operators of the Foundation's activity sectors and the public; g) finance projects of third parties falling within the scope of the provisions of article 3; h) provide prizes and scholarships; i) carry out activities to promote culture as well as improve the professional environment and culture; j) carry out or coordinate study and research projects, documentation activities as well as training activities, courses and seminars related directly or indirectly to the areas of interest of the Foundation k) perform any other suitable activity or support to the pursuit of institutional purposes.
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Art. 5 Supervision The competent authority supervises the activities of the Foundation in accordance with current legislation.
Art. 6 Patrimony The Foundation's assets are composed of: -
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the Endowment Fund consisting of the sum of the cash contributions paid by the First Founders, ownership, use or possession of any kind of money or movable and immovable property, or other utilities that can be used for the pursuit of the purposes, carried out by the Founders or other participants; any property and real estate that the Foundation receives or that comes to the Foundation for any reason, including those purchased from it in accordance with the provisions of this Statute; donations made by organizations or individuals with express destination to increase the assets; the part of unused annuity which, with the resolution of the Board, may be used to increase the assets; contributions attributed to the Endowment Fund by the State, by territorial entities or by other public bodies.
Art. 7 Management fund The Foundation's management fund consists of: -
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income and income deriving from the assets of the Foundation itself, with the exception of the provisions of art. 6; any donations or testamentary dispositions that are not expressly destined for the Endowment Fund; any contributions attributed by the State, by territorial entities or by other public bodies as well as by supranational and international bodies without express destination to the patrimony; contributions from Founders, Participants and third parties in general; income from institutional, ancillary, instrumental and related activities.
The revenues and resources of the Foundation will be used for the functioning of the Foundation itself and for the realization of its goals. The Foundation will use resources from the European Union, when it is the recipient of funding and notices to which, by resolution of the Board, it decides to participate.
Art. 8 Financial year The financial year begins on January 1st and ends on December 31st of each year.
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By October 31st of each year, the Steering Committee shall endorse the economic balance of the following year’s financial forecasting and, before the following April 30th, the financial statements comprising the balance sheet, income statement and explanatory notes. The budget must be clearly stated and represent a true and fair view of the financial position of the Foundation and its economic result. The financial statements must be drawn up according to the provisions of Articles 2423 and following of the Italian Civil Code, where compatible, taking into account the peculiarities of the Foundation. Any surplus of the annual accounts must be used to cover any previous operating losses, or for the expansion of the activities of the foundation or for the purchase of capital equipment for the increase or improvement of its activities. The distribution of profits or operating surpluses as well as funds and reserves during the life of the Foundation is prohibited, unless the destination or distribution is imposed by law.
Art. 9 Members of the Foundation The Members of the Foundation include the following: -
First Founding Members Founding Members Participants
All Members must share the aims and purposes of the Foundation.
Art. 10 First Founding and Founding Members First Founding Members are those who have underwritten the Launch Committee and whose representatives sign the act of incorporation and the statute of the Foundation. All natural or juridical persons, public or private, and entities that contribute to the Endowment Fund, can become Founders, appointed by a resolution adopted by an absolute majority of the Steering Committee, in the forms and measure determined at minimum by the Steering Committee itself upon proposal of the Board.
Art. 11 Participants Individuals, either juridical, public or private, and bodies that, sharing the aims of the Foundation, contribute to the survival of the same and to the realization of its goals through cash contributions, can obtain the qualification of annual or multi-annual "Participants", in accordance with the procedures and to an extent not less than that established, even annually, by the Board or with an activity, including professional activity, of particular importance or with the assignment of tangible or intangible assets. The Steering Committee will determine through the Internal Regulations the conditions and modalities of Participants’ contribution to the life and activities of the Foundation. The application to become a Participant occurs through a request to the Foundation according to the means foreseen in the Internal Regulation for different types of Participant, including internetbased procedures. The status of Participant lasts for the entire period for which the contribution has been regularly paid. 5
Art. 12 Exclusion and withdrawal The Board decides with the majority of 2/3 the exclusion of Founders and Participants for serious and repeated breach of the obligations and duties deriving from this Statute, among which, by way of example and not exhaustive: -
non-fulfilment of the obligation to make the contributions and contributions required by this Statute; conduct incompatible with the duty of collaboration with the other components of the Foundation; conduct incompatible with the TCBL principles outlined in the Preamble as set forth in the Internal Regulation, behaviour contrary to the duty of non-patrimonial services.
In the case of entities and / or legal entities, the exclusion may also take place for the following reasons: -
transformation, merger and division; transfer, for whatever reason, of the control package or its variation; recourse to the risk capital market; extinction, for any reason; opening of liquidation procedures; bankruptcy and / or opening of insolvency proceedings, even out-of-court.
The Founders and Participants may, at any time, withdraw from the Foundation, without prejudice to the duty to fulfil the obligations assumed. In the case of exercising the right of withdrawal, the representatives appointed by the Founder(s) and Participant(s) in the Foundation bodies shall immediately recede from their roles.
Art. 13 Structure The various bodies of the Foundation include: -
the Steering Committee; the Board; the President; the Advisory Board; the Board of Auditors.
Art. 14 Steering Committee The Steering Committee is composed of a variable number of members equal to the number of First Founders, Founders and eligible Participants. It meets at least twice a year, and is composed as follows: a) one representative for each of the First Founding members; b) one representative for each Founding member; 6
c) one representative for each of the eligible Participants in an auditor role; the types of Participant members eligible to participate in the Steering Committee as well as the modality of participation are specified in the Internal Regulation. Any First Founding or Founding member of the Steering Committee who without justified reason does not participate in three consecutive meetings of the Steering Committee can be declared fallen from office by the Steering Committee itself. In such a case, as in any other case of vacancy in the role of Steering Committee member, the First Founding or Founding member who has designated the representative will see to his or her substitution. The Steering Committee: 1) approves the annual financial statements and the annual budget; 2) appoints the Participants of the Foundation in accordance with article 11 of these bylaws; 3) identifies the areas of activity and the directions of development of the Foundation, as well as selects projects, even multi-year ones, to be realized or funded; 4) elects, from among its members, the President of the Foundation; 5) confers special duties to individual members, even with the power of proxy, establishing their powers; 6) deliberates, with the favourable vote of the majority of two thirds of its members, modifications to the Statute; 7) deliberates, with the favourable vote of the majority of two thirds of its members, the dissolution of the Foundation and the devolution of the patrimony according to the terms of the present Statute. 8) carries out any further task entrusted to it by this Statute. Art.15 Convocation and quorum The Steering Committee is convened by the President of his or her own initiative or at the request of at least half of its members, without formal obligations, provided that it is through suitable means with at least two weeks’ notice or, in an emergency, at least 48 hours prior. The notice of convocation must contain the agenda of the session, the place and the time. At the same time, it may also indicate the day and time of the second convocation and may establish that it is fixed on the same day of the first convocation no less than one hour away from it. The Steering Committee meets validly in the first convocation with the presence of two thirds and in the second convocation the majority of the representatives of the First Founding and Founding members in office. It takes decisions generally by consensus and where necessary by an absolute majority of the votes of the representatives of the First Founding and Founding members present; in the event of a tie, the President's vote prevails. The decisions are reported in special minutes signed by the President. The meetings of the Steering Committee can also be held via videoconferencing or similar communications systems, on the condition that it is always possible to identify those attending.
Art.16 Board The Board is nominated by the Steering Committee and is composed of seven members as follows: 7
1. Three members are appointed by a majority vote of the Steering Committee, including the President. The President appoints one of the other two elected members to the role of Vice President. 2. Two members are assigned by drawing lots from among the First Founders and Founders’ representatives to the Steering Committee. 3. Two members are appointed from among the representatives of the Foundation’s Participants, in an auditor role; the types of Participant members eligible to nominate a representative to the Managing Board as well as the modality of appointment and participation are specified in the Internal Regulations. The members of the Board hold office for a period of three years. The role of member of the Steering Committee is compatible with that of member of the Board. The member of the Board who, without justified reason, does not take part in three consecutive meetings of the Board, can be declared disqualified by the Board. In this case, as in any other case of vacancy for the office of member, the Steering Committee must provide, in compliance with the provisions of the first paragraph, the enlistment of another member(s) who will remain in office until the expiration of the term of the others. The Board provides for the ordinary and extraordinary administration and management of the Foundation, with criteria of economy, effectiveness and efficiency, within the plans, projects and budget lines approved by the Steering Committee. In particular, the Board: -
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prepares the programs and objectives, to be submitted annually to the approval of the Steering Committee; proposes the Foundation's Internal Regulations to the Steering Committee; deliberates on the acceptance of donations, legacies, inheritances and bequests as well as on the purchase and sale of properties, and on the destination of the same or the sums obtained, in compliance with the limits set forth in these bylaws; deliberates the establishment of Managers for areas of activity and projects, setting their powers and duration; deliberates the establishment of operating structures or commissions, setting their allocations and duration; prepares the proposals for the budget and balance sheet, to be submitted to the Steering Committee for approval.
For a better effectiveness of management, the Board may delegate, with its own resolution adopted in accordance with the law and duly filed, part of its powers to one of its members. The Board is convened by the President, on his own initiative or at the request of at least one third of the members of the Board itself, without formal obligations, provided that the means by which the recipient has received the appropriate means is proven. The invitations are sent at least three days before the date set for the meeting; in case of necessity or urgency, the communication can take place 24 hours days before the scheduled date. The notice of convocation must contain: the agenda of the session, the place and the time. It may also indicate the day and time of the second convocation and may establish that it is fixed on the same day of the first convocation not less than one hour away from it. The Board is validly constituted with the presence of all members for the first convocation and the majority of the members in office with voting rights for the second convocation. Decisions are taken 8
generally by consensus and where necessary by majority vote. In the event of a tie, the vote of the person presiding shall prevail. The meetings of the Board can also be held via videoconferencing or similar communications systems, on the condition that it is always possible to identify those attending.
Art.17 President The President of the Steering Committee is also President of the Foundation and of the Board; he or she is appointed among its members by the same Steering Committee. He or she is the legal representative of the Foundation in front of third parties, and acts upon and resists any administrative or jurisdictional authority, appointing lawyers. The President exercises all the powers of initiative necessary for the good administrative and management functioning of the Foundation; the President may delegate individual tasks to the Vice President. In particular, the President takes care of relations with organizations, institutions, public and private companies and other bodies, also in order to establish relations of collaboration and support for the individual initiatives of the Foundation. In case of absence or impediment, the President is replaced by the Vice President.
Art.18 Advisory Board The Advisory Board is an advisory body of the Foundation and is made up of six members chosen and appointed by the Steering Committee among natural and legal persons, particularly qualified Italian and foreign institutions and institutions in the areas of activity of the Foundation. The Advisory Board carries out strategic and scientific guidance and advice to the Steering Committee in relation to the Foundation's programs, choosing them among the proposals made by the Board or the President. In particular, it plays a consultative role in relation to the general strategic program and the annual activity programs and to any other matter for which the Steering Committee expressly requests its opinion. The elected Advisory Board members remain in office for three years and can be confirmed. The assignment may cease due to resignation, incompatibility or revocation. The Advisory Board is chaired and meets upon convocation by the President of the Foundation.
Art.19 Board of Auditors The Board of Auditors is made up of three permanent members and two substitutes, appointed by the Steering Committee and chosen from among the persons registered in the list of Legal Auditors in Italy. The Board of Auditors is a body of accounting and administrative consultancy, oversees the financial management of the Foundation, ascertains the regular keeping of accounting records, examines the budget and final balance sheet proposals, draws up specific reports, and checks cash flow. 9
It participates without the right to vote at the meetings of the Steering Committee. The members of the Board of Auditors remain in office for three financial years and can be reconfirmed. Art.20 Arbitration Clause All disputes relating to this Statute, including those concerning its interpretation, execution and validity will be referred to an arbitration board of three arbitrators, appointed by the Arbitration and Conciliation Chamber of the Foundation of Chartered Accountants of Prato. The arbitrators will proceed as they see fit and act according to equity. The seat of the arbitration will be in Prato.
Art.21 Dissolution In the event of dissolution of the Foundation for any reason, the assets will be devolved, by resolution of the Steering Committee, taken with the favourable vote of two thirds of the members, to other bodies that pursue similar purposes or for purposes of public benefit.
Art.22 Referral Clause For any matters not provided for by the present Statute, the provisions of the Italian Civil Code and the laws in force in this regard apply.
Art.23 Transitional rule The organs of the Foundation can immediately and validly operate in the composition determined by the Founders at the time of establishment and will be subsequently integrated.
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DOCUMENT INFORMATION This document is Annex II to TCBL Deliverable 6.13, “Value Exchange and Governance Framework – Version 4”. Jesse Marsh, City of Prato; Paolo Bergmann, Studio Bergmann / eZavod; Thanos Contargyris, MIRTEC.
REVISION HISTORY ORGANISATION
DESCRIPTION
V0.1
REVISION
04/07/2019
DATE
Jesse Marsh
AUTHOR
City of Prato
First draft
V0.2
14/072019
Jesse Marsh
City of Prato
Final version incorporating comments
STATEMENT OF ORIGINALITY This deliverable contains original unpublished work except where clearly indicated otherwise. Acknowledgement of previously published material and of the work of others has been made through appropriate citation, quotation or both.
COPYRIGHT This work is licensed by the TCBL Consortium under a Creative Commons Attribution-ShareAlike 4.0 International License, 2015-2016. For details, see http://creativecommons.org/licenses/by-sa/4.0/ The TCBL Consortium, consisting of: Municipality of Prato (PRATO) Italy; German Institutes for Textile and Fiber Research - Center for Management Research (DITF) Germany; LINKS Foundation (LINKS) Italy; Skillaware (SKILL) Italy; Oxford Brookes University (OBU) UK; IMEC (IMEC) Belgium; Tavistock Institute (TAVI) UK; Materials Industrial Research & Technology Center S.A. (MIRTEC) Greece; Waag Society (WAAG) Netherlands; Huddersfield & District Textile Training Company Ltd (TCOE) UK; eZavod (eZAVOD) Slovenia; Consorzio Arca (ARCA) Italy; Unioncamere del Veneto (UCV) Italy; Hellenic Clothing Industry Association (HCIA) Greece; Sanjotec - Centro Empresarial e Tecnológico (SANJO) Portugal; Reginnova NE (Reginnova) Romania, Centexbel (CTB) Belgium, Institut Français de la Mode (IFM) France, IAAC (FabTextiles) Spain, Cleviria (Cleviria) Italy, and Sqetch (Sqetch) Netherlands.
DISCLAIMER All information included in this document is subject to change without notice. The Members of the TCBL Consortium make no warranty of any kind with regard to this document, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. The Members of the TCBL Consortium shall not be held liable for errors contained herein or direct, indirect, special, incidental or consequential damages in connection with the furnishing, performance, or use of this material.
ACKNOWLEDGEMENTS The TCBL project has received funding from the European Union's Horizon 2020 Programme for research, technology development, and innovation under Grant Agreement n. 646133.