Statutes

Statutes of the EuroNatur Foundation

Passed by the Regional Administrative Authority in Freiburg on 4th October 2021

Translation of the German original

Preamble

1. 1. Friends of the Earth Germany (BUND e. V.), the German environmental association Deutsche Umwelthilfe e. V. (DUH) and Germany’s Nature and Biodiversity Conservation Union (NABU e.V.), hereinafter referred to as the endowers, support European nature conservation projects through the establishment of the Foundation EuroNatur - Stiftung Europäisches Naturerbe.

   2. The purposes of the foundation also include all endeavours to preserve the natural living conditions the projects are associated with.

   3. The BUND, the DUH and the NABU have each provided the EuroNatur Foundation with 50.000 DM as starting capital.

§ 1 Name, legal form and seat of the foundation

The foundation will operate under the name "EuroNatur - Stiftung Europäisches Naturerbe" (European Nature Heritage Fund). It is a legally responsible foundation under German civil law. The foundation is registered in Radolfzell, Germany.

§ 2 Aims and Objectives of the "European Nature Heritage Fund"

1. The objectives of the foundation are

a) Implementation and funding of European nature conservation projects on a scientific basis, which serve the protection, preservation or the resettlement of species of plant and animal normally found in the wild;

b) The development and realization of scientific conceptions for the preservation of natural living conditions, complementing the project measures;

c) And, for this purpose, also the lobbying at and information of authorities and organizations who serve the conservation of nature and environment and the protection of animals and support science and national education;

d) National education in the meaning of information and education on environmental matters.

2. To accomplish these aims projects are to be conducted in Europe and other countries, provided their problems are relevant to Europe.

These projects are among others:

a) Elaboration and implementation of animal and species conservation programmes on a scientific basis;

b) Elaboration and realization of nature conservation conceptions as well as projects supporting national education and environmental awareness on a scientific basis;

c) Taking over of biotope management;

d) Exchange and provision of information for the benefit of the natural environment;

e) Partnerships;

f) Projects for the protection of animals;

g) Projects for the conservation of natural living conditions;

h) Public relations;

i) Financial backing of conservation projects as far as the means of the foundation permit.

3. The purposes of the Foundation may also be pursued by raising funds in accordance with Paragraph 58, item 1 of the German Tax Code for the advancement of the aforementioned tax-privileged purposes, for the realisation of the tax-privileged purposes of another corporate body or for the realisation of tax-privileged purposes by a corporate body under public law.

§ 3 Charitable status

1. The foundation pursues tax-privileged purposes of international nature conservation, species conservation, the science and national education, as defined by the Paragraphs 51-68 of the German Tax Code. It pursues scientific and charitable purposes exclusively and directly on a not-for-profit basis.

2. The foundation does not pursue the personal gain or advantage of any person. The foundation’s funds may only be used for the purposes cited in the Statutes. No person may be favoured by means of funds for purposes other than those cited here or by excessive reimbursement.

§ 4 Procedural Rules Governing the Foundation’s Assets

1.    The basic assets of the Foundation amounted to DM 150,000 at the time of its establishment. The Foundation’s assets (basic assets and other foundation assets) may receive further contributions - expressly earmarked for this purpose - from the endowers or from third parties.
2.    The Foundation shall fulfil its purposes from the income derived from the Foundation’s assets and from designated contributions by the endowers or by third parties (donations).
3.    Parts of the Foundation’s other assets may be consumed and used in accordance with the purposes of the Foundation, provided that the permanent existence of the Foundation is not jeopardised thereby. Parts of the Foundation’s basic assets may be consumed. However, the basic assets must be replenished from the other assets, by the amount consumed, within three financial years.  
4.    The Foundation's assets may be restructured at any time for the purpose of maintaining or increasing their value. Profits derived from the restructuring of assets may be used in whole or in part to fulfil the purposes of the Foundation.

§ 5 Bodies of the Foundation

1. The bodies of the foundation are the Presiding Committee and the Executive Director.

2. The Board of Curators is an advisory committee.

3. The members of the Presiding Committee and the Board of Curators work on a voluntary basis. They are only entitled to reimbursement of additional costs incurred in the execution of duties for the foundation. Exceptions are to be permitted only with the consent of the supervisory authority.

4. Costs are to be reimbursed at a flat rate.

5. The Executive Director works against remuneration. Details are stipulated in an employment contract decided by the Presiding Committee.

6. The bodies of the Foundation and their members shall be held liable to the Foundation, to the extent that they act in an honorary capacity, only for grossly negligent or intentional breaches of duty. A breach of duty shall exist only if the body or the member of a body, in the course of managing the business in compliance with legal and statutory requirements, is assumed, on the basis of appropriate information, not to be acting in the best interests of the Foundation.

7. The Foundation shall take out appropriate professional liability insurance (directors and officers liability insurance) for the bodies of the Foundation and its members.

§ 6 The Presiding Committee

1. The Presiding Committee consists of up to six members (president, vice president and up to four further members).

2. The term of office of the Committee members is four years. The Presiding Committee shall elect a president and a vice president from its members. The term of office of the president and the vice president shall also be four years. Re-elections are permitted.

3. The office of a Committee member ends after the expiration of the 4-year-term. The Committee member remains in office until a successor is elected and appointed. Furthermore, the term of office may also be terminated upon an approved resignation or death. In these cases, the remaining members form the Presiding Committee and shall carry out all tasks on their own until a successor has entered office. The Presiding Committee shall appoint a successor for a resigned member without delay.

4. A member of the Presiding Committee may be dismissed with good cause. For this purpose, a majority of three quarters of the members of the Presiding Committee is required.

§ 7 Rights and Obligations of the Presiding Committee

1. The Presiding Committee represents the foundation in a judicial and extrajudicial capacity in the event of the Executive Director being absent or permanently incapable of action.

2. The Presiding Committee advises, monitors (legality, expediency and efficiency) and approves the actions of the Executive Director.

3. The Presiding Committee has unconditional rights of access and information with respect to the Executive Director.

4. The duties of the Presiding Committee are the following:

a) determining the principles for the nature conservation duties of the EuroNatur foundation in terms of both their functional and political relevance;

b) establishment and removal of the Executive Director;

c) establishment and removal of the Director for Nature Conservation Policy;

d) election of the Board of Curators;

e) approval of the budget plans;

f) determining and approving the annual financial statements;

g) deciding on the allocation of the annual result;

h) setting guidelines for asset management;

i) deciding on the formal approval of the actions of the Executive Director;

j) deciding on articles submitted by the Executive Director for approval;

k) approval of rules of procedure for the Presiding Committee and the Executive Director.

5. The Presiding Committee shall issue the rules of procedure for the work of the Presiding Committee and the Executive Director after consultation with the Executive Director. These should define in particular department responsibilities within the bodies, duties and information requirements in the context of the control department, and the respective internal business processes.

§ 8 Executive Director

1. An Executive Director shall be appointed by the Presiding Committee. Should more than one Executive Director be appointed, the Presiding Committee shall also elect a Chairperson.
2. The Executive Director shall represent the Foundation alone, both judicially and extra-judicially.
3. In the event that there is more than one Executive Director, the Presiding Committee shall determine procedural rules for the Executive Directors.

§ 9 Rights and Obligations of the Executive Director

The Executive Director is responsible for the operational business of the EuroNatur Foundation. In particular, the Executive Director is responsible for:

a) the implementation of the decisions of the Presiding Committee;

b) the establishment of the budget;

c) the preparation of the annual financial statements;

d) the preparation of a recommended solution to the Presiding Committee for the distribution of the annual result;

e) asset management;

f) allocation of funds by the EuroNatur foundation under the budget approved by the Presiding Committee;

g) human resources management.

§ 10 Board of Curators

1. For the Board of Curators, the Presiding Committee may appoint some persons who stand up for the concerns of the foundation.

2. Membership in the Board of Curators is limited to two years. Membership begins with the appointment by the Presiding Committee; reappointments are admissible.

§ 11 Function of the Board of Curators

The members of the Board of Curators advise the foundation, especially with respect to opening up funds, public relations and social embodiment.

§ 12 Annual Accounts and Audit

The foundation has to audit its books including a certification by a sworn auditor or an auditing company regularly within the first 6 months after the end of the business year according to the prescriptions for small joint-stock companies.

§ 13 Passing of Resolutions

1. The Foundation’s bodies have a quorum when at least half of its members are present. Resolutions are passed when there is a simple majority within the respective foundation body, unless the statutes dictate otherwise. Abstentions count as cast votes. In the event of a tie, the Chairperson or President shall have the casting vote. In their absence, the respective deputy shall have the casting vote.
    
2. The adoption of resolutions on modifications to the Statutes require a majority of three quarters of the Presiding Committee’s members. At least four members of the Presiding Committee must be present.
    
3. Voting shall also be permitted for the passing of resolutions:
   a)   by circulation in writing;
   b)   by circulation via email;
   c)   by telephone or video link.
    
4.  Adopted resolutions shall be recorded in an appropriate form and made known to the members of the body.

§ 14 Modification of the Foundation’s Objectives, Dissolution, Liability

1. Should it become impossible to fulfil the original aims and objectives of the foundation or if significant changes of circumstances render the foundation inappropriate or superfluous, the Presiding Committee can furnish the foundation with a new purpose, provided that the endowers are in agreement.

2. Should the foundation be dissolved or discontinued or its previous purpose become superfluous, all, i.e. 100% of its assets devolve to the "Bund für Umwelt und Naturschutz e.V. (BUND)” Bundesverband, Bundesgeschäftsstelle, Kaiserin-Augusta-Allee 5, 10553 Berlin, under the condition that such assets shall directly and exclusively be used for charitable, non-profit objectives within the scope of environment protection and nature conservation. Alternatively, the “Naturschutzbund Deutschland e.V. (NABU)” Bundesverband, Bundesgeschäftsstelle, Charitéstraße 3, 10117 Berlin is appointed as beneficiary under the same conditions. The foundation’s future resolution on the use of the assets may only be executed in agreement with the German tax office.

3. The foundation’s assets and investments are the sole security for liabilities arising from the pursuits of the foundation.

Statutes of EuroNatur as pdf-file