Articles of Association
ARTICLE 21
1. As far as the first alternation is concerned, the Compagnia governing bodies mentioned in article 17, namely the Chair, the Consiglio Generale, the Management Committee and the Board of Auditors in office when these articles of association become operative shall terminate their terms of office on the date of the approval of the articles of association by the Supervisory Authority. Within fifteen days of the date on which the communication of the approval arrives, the Chair, under the terms of article 8.2 shall invite the Bodies mentioned in article 8.1 to make their relevant designations. In any case the limit of ninety days for such procedures set out in article 8.3 shall remain valid.
2. All the other provisions mentioned in article 17 shall remain valid also for the first alternation of the Compagnia's governing bodies.
3. As approved by the Consiglio Generale in its meeting of December 16 1999, the Body under the terms of article 8.1, lett. o) shall be the Max Planck Gesellschaft based in Berlin.
4. Should the Regional Council for Voluntary Work mentioned under article 8.1 lett. j) not be set up, the designation this body was entitled to make shall be made by the Management Committee of the Special Fund for Voluntary Work in Piedmont.
5. The Academy of Sciences of Turin shall make its first designation under article 8.1, having consulted the category physical, mathematical and natural Sciences, whilst the National Academy of the Lincei having consulted the category moral, historic and philological Sciences. In any case, for any replacement made during the mandate, the category that appointed the replaced member, shall be re-consulted.
6. The Chair, immediately after the approval of these articles of association in compliance with the terms of article 10, paragraph 3, lett. c) of legislative decree no. 153 of May 17 1999, shall have a copy sent to the Bodies mentioned in article 8.1 and publicise the fact appropriately by depositing the articles of association with the registrar for juridical persons at the Court of Turin.
7. Until the approval of the new rules regarding the acceptance of office in affiliate companies, namely operating companies, the rules approved by the Consiglio Generale's resolution of July 16 1998 shall continue to apply as far as they are compatible with the provisions of the current articles of association.
ARTICLE 22
1. The Educatorio Duchessa Isabella of Compagnia di San Paolo - Onlus, Ufficio Pio of Compagnia di San Paolo - Onlus and the Istituto Bancario San Paolo di Torino Foundation for Culture, Science and Art, which operate in conformity with their respective articles of association, shall be considered among the Bodies under the terms of article 4.1, lett. c).
ARTICLE 23
1. In case of liquidation, any balance of the Compagnia's assets will be made over to other foundations in observance with the criteria established by article 11, paragraph 7, of legislative decree no. 153 of May 17 1999.
