Statute
Statute of the ďIntEF-U.A.N.ď
-International Environmental Foundation of the Kommunale Umwelt-AktioN U.A.N.

(version of the 1. revisionary statute of December 13th, 2004)

§ 1 Name, Legal Form, Registered Office
  1. The foundation is named ďIntEF-U.A.N. (Internationl Environmental Foundation of the Kommunale Umwelt-AktioN U.A.N.)
  2. It is a foundation of common law which has legal capacity and has its registered office in Hanover.
§ 2 Purpose
  1. It is the foundation`s purpose to promote nature protection in Germany and abroad.
  2. This purpose is achieved by
      a) Promotion of international environment partnerships;
      b) Promotion of cooperation in the sector of water protection;
      c) Offers of seminars, symposia and other events of advanced training about environment-related issues;
      d) Publishing scriptures, guides and other work tools;
      e) Other initiatives to promote environment-relevant measures and objectives.
  3. A legal claim for a granting of foundation funds does not exist.

§ 3 Benefit to the Public
  1. The foundation exclusively serves charitable purposes in terms of the paragraph ďtax-priviledged purposesĒ of the Fiscal Code.
  2. The foundation works un-selfishly; it does not primarily pursue its own financial interests. Nobody is allowed to be favoured, neither by expenditures which are alien to the foundation`s purposes, nor by disproportionately high allowances.
  3. The foundation`s funds can only be used for the statutory purposes. The benefactor and his successors in interest do not get allowances out of the foundation`s funds.

§ 4 Foundation Capital
  1. The foundation´s capital results from the foundation´s business.
  2. The foundations capital is to be kept without loss of value. The foundation`s capital can be increased by those allowances which are meant for this purpose. The executive committee decides on the acceptance of allowances.
  3. The foundation fulfils its purpose with the help of the proceeds of the foundation´s capital and of possible allowances, as far as those are not meant to increase the foundation´s capital. In individual cases, the capital´s proceeds can be added to the foundation`s capital, if the executive committee decides so.
  4. The accumulation of savings is permitted, as long as the tax-priviledge is not affected adversely by those actions.

§ 5 Organs
  1. Organs of the foundation are:
      a) the executive committee
      b) the board of trustees
      c) the advisory council
  2. A member of one organ cannot be a member of another organ at the same time.

§ 6 Formation of the Executive committee, Chairmanship
  1. The executive committee is appointed by the board of trustees. It consists of three members. The members of the first executive committee are appointed by the general meeting of the benefactorer.
  2. The term of office for members of the executive committee accounts for five years. Re-appointment and dismissal for important reasons are permitted. The executive committee of the next term of office is to be appointed in time of expiration of the ongoing term of office.
  3. After expiration of their term of office, the members of the executive committee carry out their office until the new executive committee takes office. Retired members of the executive committee have to be replaced by the board of trustees immediately. Additions to the executive committee are only permitted for the remaining term of office.
    Should members of the executive committee retire early, the remaining members carry on the foundation`s administrational tasks that are not to be delayed on their own.
  4. The executive committee elects a chairman and a vice-chairman from their midst. Reelection is permitted.

§ 7 Rights and Duties of the Executive Committee
  1. The executive committee represents the foundation legally and extrajudicially. It holds the position of a legal agent. The executice committee acts through its chairman or vice-chairman or another member of the executive committee.
  2. The executive committee manages the foundation according to the requirements of this statute on its own responsibility. It has to consider the will of the benefactor as potent and susatinable as possible. The mebers of the executive committee are bound to manage the foundation`s capital and other funds carefully and economically.
  3. It is the executive commitees duty to:
      a) set up a budget for the foundation
      b) make a descision on the use of the proceeds of the foundation`s capital and the allowances that do not flow into the foundation`s capital
      c) set up the annual account including a statement of assets and liabilities and to arrange an accountant
      d) give an annual report about the fulfilment of the foundation`s purposes
      e) control the management
  4. The members of the executive committee`s performance for the foundation is honorary and free of charge. They must not get any pecuniary advantages out of the foundation`s funds.They are entitled to appropriate compensation for necessary and proven disbursements and expenses.

§ 8 Course of business, board decisions in the Executive Committee
  1. The executive committee makes board decisions at meetings or via vote in writing. Decisions via vote in writing can only be made, when no member of the executive committee has any objections.
  2. The chairman or the vice-chairman invites all members to a meeting or asks them to vote in writing. The invitation is to be in written form and has to inform members about the agenda. Members have to be invited to a meeting at least two weeks in advance.
  3. The executive committee has a quorum when, after correct invitation, at least half of its members are present at the meeting. Half of the members have to take part in the vote in writing.
  4. Decisions are confirmed by simple majority of all present or partaking members as far as the statute does not dictate otherwise. In the event of a tie, the chairmanís or, in case of his absence, the vice-chairmanís vote decides.
  5. There have to be written minutes about every meeting of the executive board. They have to be signed by the leader of the meeting and another member of the executive committee. Decisions have to be put into writing in the exact accent and voting results are to be recorded.

§ 9 Accounting Year, Management
  1. Accounting year is the legal year.
  2. The executive committee can appoint a manager for the foundation, who is not a member of the executive committee.
  3. The manager works voluntarily. The manager runs the foundationís businesses following the guide lines set up by the executive committee. He is responsible to the executive committee and bound to its instructions.
  4. The manager has the legal status of a special agent in terms of the German Civil Code.

§ 10 Formation of the Board of Trustees, Chairmanship
  1. The board of trustees consists of seven members. As a member act
      a) the spokesperson of the Kommunale Umwelt-AktioN U.A.N., as well as the 1st and 2nd vice-presidents of the Lower-Saxonian Federation of Towns and Municipalities (born members),
      b) four other people, who were appointed by the general meeting of the Kommunale Umwelt-AktioN U.A.N.
  2. The term of office for the members of the board of trustees (appointed according to paragraph 1 b) is fife years. The period of office starts on September 1st, 2005 and also becomes effective for those members who already belong to the board of trustees at that point of time.
  3. The members who belong to the board of trustees (accordant to paragraph 1 b) should be appointed before the running term of office runs out. Re-appointment and dismissal for important reasons are permitted.
  4. After the expiry of the term of office, the members of the board of trustees carry out their office until the new board of trustees takes office. Retired members of the board of trustees have to be replaced by the general meeting of the Kommunale Umwelt-AktioN immediately. Additions to the board of trustees are only permitted for the remaining term of office.
  5. The board of trustees elects a chairman and a first and second assistant chairman. Reappointment is permitted.

§ 11 Rights and Duties of the Board of Trustees
  1. The board of trustees supervises the actions of the executive committee and makes sure that the benefactorís will is being considered.
  2. It is the board of trusteesí duty to decide on:
      a) recommendations for the management of the foundationís capital and the use of funds,
      b) authorisation of the budget,
      c) annual report including the report on the foundationís capital, report on the fulfilment of the foundationís purposes as well as the accountantís report,
      d) reliefing the executive committee,
      e) appointment and dismissal of members of the executive committee.
  3. The board of trustees also decides on changes in the statutes (§ 16), annulment of the foundation and amalgamation with another foundation (§ 17).
  4. The members of the board of trustees` performance for the foundation is honorary and free of charge.They are entitled to appropriate compensation for necessary disbursements.

§12 Course of Business, Board Decisions in the Board of Trustees
  1. The board of trustees makes decisions in meetings. The chairman or one of the vice-chairmen invites all members to a meeting. The invitation is to be in written form and has to inform members about the agenda. Members have to be invited two weeks in advance.
  2. The board of trustees has a quorum when, after correct invitation, at least three members are present at the meeting.
  3. Decisions are confirmed by simple majority of all present or partaking members, as far as the statute does not dictate otherwise. In the event of a tie, the chairmanís or, in case of his absence, the vice-chairmanís vote decides.
  4. There have to be written minutes about every meeting of the board of trustees. They have to be signed by the leader of the meeting and another member of the board of trustees. Decisions have to be put into writing in the exact accent, voting results are to be recorded.
  5. Members of the executive committee and the manager are allowed to participate in the meetings of the board of trustees.

§ 13 Formation of the Advisory Council, Chairmanship
  1. The advisory council consists of those donators who donated at least 20.000,00 Ä to increase the foundationís capital.
  2. The advisory council constitutes as soon as there are three donators, who fulfil the conditions according to paragraph (1).
  3. The advisory council appoints a chairman and a vice-chairman out of their midst. Reappointment is permitted.

§ 14 Rights and Duties of the Advisory Council
  1. The advisory council advises and supports the executive committee and the board of trustees on the management of the foundation.
  2. The advisory council takes part in the change of the foundationís purposes, annulment of the foundation and the amalgamation with another foundation according to § 17.
  3. The members of the advisory councilís performance for the foundation is hornorary and free of charge. They are entitled to appropriate compensation for necessary disbursements.

§ 15 Course of business, board decisions in the Advisory Council
  1. The advisory council makes decisions in meetings.
  2. The chairman or the vice-chairman invites all members to a meeting. The invitation is to be in written form and has to inform members about the agenda. Members have to be invited two weeks in advance.
  3. The advisory council has a quorum when, after correct invitation, at least half of its members are present at the meeting. Decisions are confirmed by simple majority of all present or partaking members as far as the statute does not dictate otherwise. In the event of a tie, the chairmanís or, in case of his absence, the vice-chairmanís vote decides.
  4. There have to be written minutes about every meeting of the advisory council. They have to be signed by the leader of the meeting and another member of the advisory council. Decisions have to be put into writing in the exact accent, voting results are to be recorded.
  5. Members of the executive committee as well as the board of trustees and the manager are allowed to participate in the meetings of the advisory council.

§ 16 Change of the statutes, Change of the Purposes of the Foundation
  1. The executive committee, approved by the board of trustees, decides on changes of the statutes that do not concern the foundationís puposes.
  2. Should the circumstances change in such a way that the executive committee and the board of trustees do not consider the fulfilment of the foundationís purposes wise any longer, they can decide on a new purpose of the foundation together.
  3. The decision on changing the purposes of the foundation has to get a majority of two thirds by the members of the executive committee and the board of trustees. The new purposes of the foundation must not interfere with the foundationís tax priviledge.
  4. The decision on the change as well as a changes of the statutes require the Foundation Controlling Institutioní approval; they are to be notified to the Tax Office.

§ 17 Annulment of the Foundation, Accumulation of Capital
  1. The executive committee and the board of trustees can decide to annul or amalgamate the foundation with one or more other foundations, if the circumstances do not permit a constant and sustainable fulfilment of the foundationís purposes anymore. The decision requires the approval of all members of the executive committee and the board of trustees as well as a majority of two thirds of the members of the general meeting of the benefactor.
  2. The decision becomes effective only after the approval of the Foundation Controlling Institution.
  3. The annulment of the foundation or in case of abolition of tax-priviledged purposes the capital of the foundation goes to the Kommunale Umwelt-AktioN U.A.N., which must use it for charitable purposes only. Decisions on the future use of the capital are not to be executed until the Tax Office has approved.

§ 18 Foundation Control
  1. The District Government in Hanover is the Foundation Controlling Institution. It has the governmental supervision of the foundation, according to the regulations of the Lower-Saxonian Foundation Law in the effective version in each case.
  2. Whenever it is the wish of the Foundation Controlling Institution, it is to be informed about the affairs of the foundation.
  3. The executive committee is, according to § 11 of the Lower Saxonian Foundation Law, bound to instantly inform the Foundation Controlling Institution about every change of formation of the foundation organs as well as to hand in the annual account and the statement and assets and liabilities and the report on the fulfilment of the foundationís purposes within 5 months after the ending of the accounting year.

§ 19 Coming into Force

The statute comes into effect on the day of the delivery of the licence of approval.
Hanover, April 19th in 2001/December 13th in 2004


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