Name, legal Form, Foundation’s headquarters
(1) The Foundation bears the name
(2) It is a Foundation with legal status under civil law with headquarters in Münster, Westphalia.
(1) The Foundation exclusively and directly pursues non-profit objectives within the meaning of the section “tax-privileged purposes” of the German Tax Code.
(2) The Foundation’s objective is to promote nature, species and environmental protection as well as animal welfare, science and research, education along with international understanding and development aid.
(3) Particularly important here are practical conservation measures for existentially threatened forms of natural biodiversity within the countries of origin.
(4) The focus of tasks lies on conservation measures for such critically endangered animal species or sub-species, for whose protection no or insufficient governmental or non-governmental nature and/or environmental protection investments have been or were able to be undertaken as yet.
(5) Measures promoted by the Foundation are – as far as possible – in the area of in-situ protection. However, the field of activity also includes measures of ex-situ protection, if this is necessary for pursuing the objectives.
(6) The Foundation becomes active predominantly through direct contributions for conserving biodiversity. In particular, this include
• Direct conservation measures, for example the protection of endangered populations through reducing the removal of individuals.
• Nature and species protection management, for example through conservation in human care, reintroduction or translocation of individuals or populations, or combating invasive species.
• Monitoring and other surveillance measures, for instance the observation of species numbers, populations and their habitats, as well as threat factors.
• Habitat protection measures such as the implementation of protected status of areas or renaturation.
• Scientific research, for example drawing up studies on the ecology and behaviour of species. In this context, research results to this end are usually published in a timely manner.
• Education, training and raising public awareness in the context of the aforementioned contributions. For example, this could entail providing the local people with environmental education, supporting the local population to act independently, or technical support and training for employees in conservation partner organisations.
• Eradicating poverty and other socio-economic accompanying measures for local population groups as part of the aforementioned contributions. This may entail the development and promotion of sustainable and environmentally friendly income opportunities, the development of green supply chains, the management of human-animal conflicts, the support of disadvantaged population groups and general education as empowerment for action.
• Contributions to international understanding in the context of the aforementioned contributions. This could involve cooperation with indigenous population groups, the inclusion of indigenous knowledge on the environment and nature or a partnership and mutual learning and support between people and organisations from the Global South and North.
(7) The work of the Foundation is based on the spirit of the international “Convention on Biological Diversity” of Rio 1992.
(8) In order to achieve its goals, the Foundation is working with other non-governmental or governmental organisations and particularly with those from the target species’ country of origin.
(9) To fulfil its objectives, the Foundation strives for a special cooperation with natural history educational institutions, namely with zoological gardens both in Germany and abroad.
(10) The Foundation is non-profit-making; it does not primarily pursue its own economic purposes. The Foundation’s funds may only be used for purposes set forth in the Articles of Association. The benefactors and their heirs or legal successors do not receive any grants from the Foundation’s funds.
Preservation of the Foundation assets
(1) In accordance with the introductory deed of foundation (the foundation business) the benefactors provide foundation assets of DM 100,000 (€ 51,129.19).
(2) The Foundation assets can be increased by third-party contributions (donations), which are expressly designated as such. Contributions not designated as donations do not increase the Foundation assets. Specifics in this respect will be regulated by the rules of procedure to be issued by the Executive Board.
(3) The value of the Foundation’s assets including donations is to be fully preserved. Reallocations of the Foundation’s assets are permitted in the context of asset management. In doing so, the profits and losses will be transferred to a reallocation reserve. The reallocation reserve may be added to the basic assets or used to fulfil the purpose of the Foundation upon a resolution of the Executive Board and the Advisory Board.
Use of income on the assets and donations
(1) The income from the Foundation's assets and the donations not accruing to it are to be used promptly to fulfil the Foundation's purpose. To the extent permitted by tax law, they may be allocated in whole or in part to an earmarked reserve pursuant to § 62 (1) No. 1 of the German Fiscal Code, provided this is necessary to enable the Foundation to fulfil its statutory purpose over the long-term. In addition, free reserves may be formed in accordance with § 62 (1) No. 3 of the German Fiscal Code.
(2) Drawing on the substance of the Foundation’s assets is only permitted with the prior consent of the supervisory authority if the founder’s intentions could not be achieved any other way and the viability of the Foundation is not seriously impaired by this. For the funds to be used promptly in the future, there is a right to choose whether they are used to fulfil the Foundation's purpose in a timely manner or whether they are initially used to replenish the diminished capital. The fulfilment of the purpose of the Articles of Association must not be impaired by the replenishment of the Foundation’s capital.
(3) It is not permitted for anyone to be benefited by contributions not pertaining to the purpose of the Foundation or through disproportionately high remunerations.
Legal status of the beneficiaries
Beneficiaries of the Foundation shall not be legally entitled to benefits by the Foundation according to these Articles of Association.
Bodies of the Foundation
Bodies of the Foundation are:
• the Executive Board
• the Managing Director (optional)
• the Advisory Board
• the Honorary Board (optional)
Composition of the Executive Board
(1) The Executive Board consists of six members. Three must be members of representatives of the Verband der Zoologischen Gärten e.V., three must be members or representatives of species or nature conservation organisations.
(2) The Board shall elect a Chairperson from members or representatives of the Verband der Zoologischen Gärten e.V. as well as his/her deputy chairperson from all members.
(3) The Founding Committee will be appointed by the founders.
(4) The term of office shall amount to five years. Re-election is possible. Early re-elections may be jointly decided by the Executive Board and Advisory Board with a two-thirds majority.
(5) The new Executive Board will be elected by the Advisory Board and previous Executive Board. A member or representative of a species or nature conservation organisation shall be appointed by the founders.
(6) The election body (Advisory Body and previous Executive Board) will be convened by the Executive Board at least three months prior to the end of the Executive Board’s term of office. The Executive Board shall be elected with a simple majority by the election body.
(7) If a member of the Executive Board were to prematurely withdraw, the successor will be appointed by the remaining members for the rest of the period in office. The Advisory Board has the right of nomination. If fewer than three members of the Executive Board remain due to withdrawals during a period in office, co-opting shall take place pursuant to Paragraph 5.
(8) Members of the Executive Board work for the Foundation on a voluntary basis. They must not be granted any pecuniary benefits. Travel costs amounting to the proven reasonable amount of expenditure may be reimbursed, however.
Rights and duties of the Executive Board
(1) The Executive Board represents the Foundation judicially and extrajudically. It has the position of a statutory representative. It acts through its chairperson or his/her deputy Chairperson and one other member.
(2) The Executive Board shall fulfil the intention of the founders as effectively as possible within the scope of the Foundation Act and these Articles of Association. Its main tasks are
a) administration of the Foundation’s assets including bookkeeping and drawing up the annual financial statement unless the Managing Director is responsible for this;
b) Decision-making on the use of income from the Foundation’s assets;
c) potential appointment of the Managing Director, determination of his/her remuneration and monitoring of management;
d) issuance of the rules of procedure;
e) election of the Executive Board and the Advisory Board pursuant to §7 and §10.
Rights and duties of the management
(1) A Managing Director may be appointed.
(2) The Managing Director assumes the day-to-day management according to guidelines set out in the rules of procedure. He/she is accountable to the Executive Board and bound by its instructions. He/she has the legal status of a special representative within the meaning of §30 of the German Civil Code (BGB).
Composition of the Advisory Board
(1) The Advisory Board consists of at least six and a maximum of twelve members.
(2) The professional composition of the Advisory Board should correspond to that of the Executive Board where possible. At least half of the actual Advisory Board members must be members or representatives of the Verband der Zoologischen Gärten e.V. In addition to members or representatives of species and nature conservation organisations, persons with other expertise that is particular useful for the Foundation’s work may also be elected.
(3) The first Advisory Board shall be appointed by the Founding Committee. One member will be appointed by the founders.
(4) The term of office shall amount to three years. Re-election is possible. Early re-elections may be jointly decided by the Executive Board and Advisory Board with a two-thirds majority.
(5) The new Advisory Board will be elected by the Executive Board and previous Advisory Board. One member will be appointed by the founders.
(6) The election body (Executive Board and previous Advisory Board) will be convened by the Executive Board at least three months prior to the end of the Advisory Board’s term of office. The Advisory Board shall be elected with a simple majority by the election body.
(7) Withdrawing members will be jointly elected according to Paragraph 2 by the remaining members of the Advisory Board and the Executive Board. Members of the Advisory Board withdrawing within a period of office only need to be replaced if the number of members falls below the minimum number pursuant to Paragraph 1.
(8) The Advisory Board works on a voluntary basis.
Responsibilities of the Advisory Board
The Advisory Board is responsible for
a) monitoring compliance with the founder’s intention;
b) advising the Executive Board on all issues relevant to the purpose, particularly regarding decisions on projects to be funded;
c) deciding on changes to the Articles of Association as well as the dissolution of the Foundation or the merging with one or several other Foundations according to §15 (1) and §16
d) election of the Executive Board and the Advisory Board pursuant to §7 and §10;
e) the right of nomination according to §7 (7).
Right of withdrawal and exclusion
(1) Members of the Executive Board and the Advisory Board may withdraw from their position with written declaration.
(2) An exclusion of members from the Executive Board as well as from the Advisory Board and the Honorary Board of Trustees is possible for good reason. This is especially the case if a member acts against the Foundation’s statutory objectives. An exclusion requires the consent of four fifths of members of the Executive Board and the Advisory Board.
Composition of the Honorary Board of Trustees
(1) The Executive Board may appoint an Honorary Board of Trustees.
(2) Members of the Honorary Board of Trustees may be such persons who have committed themselves to the objectives of the Foundation in a special way.
(1) The Executive Board and the Advisory Board constitute a quorum if more than half of the members have cast their vote. They decide by simple majority of the votes cast. In the event of a tie vote, the Chairperson’s vote shall be decisive. Exceptions can be found in §§7, 10, 15 and 16. If necessary, resolutions of the Executive Board and Advisory Board may be passed through a written circulation and/or online.
(2) If a Board member is unable to participate in a vote, it is possible to transfer the vote to another Board member (within the Executive Board or Advisory Board in each case) based on a written declaration vis-à-vis the respective Foundation body.
(3) The founder’s right to appoint one member each to the Executive Board and the Advisory Board pursuant to §§7 and 10 cannot be changed by resolutions passed by the Executive Board or the Advisory Board.
Adaptation of the Foundation to changed conditions
(1) If the conditions change to the extent that the Executive Board and the Advisory Board no longer consider the Foundation’s purpose to be expedient, they can jointly decide on a new Foundation purpose. The decision requires the consent of four fifths of members of the Executive Board and the Advisory Board. The new Foundation purpose must be non-profit and lie in the field of biodiversity protection. The Executive Board and the Advisory Board must decide by majority vote on changes to the Articles of Association, which do not affect the Foundation’s purpose.
(2) The amendment resolution requires the consent of the Foundation’s supervisory authority.
Dissolution of the Foundation
The Executive Board and Advisory Board can jointly decide to dissolve the Foundation or merge it with one or more other Foundations if the circumstances no longer allow the Foundation’s purpose to be fulfilled on a permanent and sustainable basis. The decision requires the consent of four fifths of members of the Executive Board and the Advisory Board.
In the event of the dissolution or annulment of the Foundation or the discontinuation of tax-deductible purposes, the Executive Board and the Advisory Board shall decide by majority which legal entity under public law or tax-privileged body shall be entitled to the assets for the purpose of using them for nature, species and environmental protection, animal welfare, science and research, education, international understanding and/or development aid.
Position of the tax authority
Notwithstanding the approval obligations arising from the Foundation Act, the competent tax authority is to be informed about resolutions on amendments to the Articles of Association and on the Foundation’s dissolution. In case of amendments to the Articles of Association affecting the purpose of the Foundation, prior information must be obtained from the tax authority regarding tax relief.
(1) The Foundation authority is the District Government of Münster, the supreme Foundation authority is the Ministry of the state of North Rhine-Westphalia responsible for Foundation law. The existing information, disclosure and approval requirements vis-à-vis the Foundation authority must be observed. The Foundation authority shall be informed at any time upon request about all matters of the Foundation.