WWF Statutes
Statutes of WWF - World Wide Fund For Nature
(Formerly World Wildlife Fund)
Ratified by WWF International Board 29 October 1993
I. NAME, REGISTERED OFFICE AND DURATION
1. Name
A Foundation was constituted and registered in 1961 pursuant to Sections 80 et seq. of the Swiss Civil Code and exists under the names:
WWF – World Wide Fund For Nature (formerly World Wildlife Fund)
WWF – Fonds Mondial pour la Nature
WWF – Welt Natur Fonds
WWF – Fondo Mondiale per la Natura
WWF – Fundo Mundial para a Natureza
WWF – Fondo Mundial para la Naturaleza
2. Registered Offices
The Foundation has its registered offices in Gland and is entered in the Commercial Register of Nyon, Canton of Vaud, Switzerland.
3. Supervisory Authority
The Foundation is subject to the supervision of the Swiss Federal Department of the Interior.
4. Duration
The duration of the Foundation is unlimited.
5. Dissolution
The Foundation may only be dissolved if for any reason whatsoever it is no longer possible to fulfil its Purposes or if its funds are exhausted. Should either of these circumstances arise, the Board may resolve the dissolution of the Foundation on the basis of a written motion to be submitted to all the Trustees at least three months before the resolution is considered by the Board. A majority of three-quarters of all the Trustees is required for such a Resolution to be adopted and is subject to the approval of the Swiss Supervisory Authority. The proceeds of liquidation must be used in pursuit of the Purposes of this Foundation.
II. PURPOSES OF THE FOUNDATION
6. Purposes
The Foundation is independent, impartial and objective in its dealings with governments, political parties, other organizations and individuals and has as its Purposes:
- To conserve the natural environment and ecological processes worldwide.
(a) To collect, manage and disburse funds for the conservation of nature, to review the long-term requirements of conservation throughout the world and to study and develop means of meeting these requirements;
(b) To promote awareness of the need for the conservation of nature and to assist in designing, producing and making available suitable material for educational purposes, campaigns, exhibitions and the media to assist the growth and development of the conservation movement worldwide;
(c) To finance conservation activities and projects including research and the exchange of scientists, specialists in the conservation of nature, students and others, especially from developing countries, and to promote and participate in conferences, seminars, lectures, meetings and discussions in furtherance of the conservation of nature worldwide;
(d) To protect, acquire, administer, commercially exploit and dispose of land and other property and resources, including intellectual property;
(e) To develop worldwide moral and financial support for the conservation of nature and to appoint representatives and establish affiliated, associated or subsidiary organizations in any part of the world and to co-operate with, and support, other organizations in the field of conservation, and engage in and encourage any lawful, financial, commercial and other activities conducive to the Purposes;
(f) To achieve its Mission as established from time to time by the Board in accordance with the above Purposes.
III. ORGANIZATION
7. Board of Trustees
(a) The Board shall be composed of not more than 20 Trustees comprising persons of high-standing and special competence in fields useful to the Foundation. Two of the Trustees must be residents of Switzerland. The number of 20 may be increased to not more than 25 by resolution adopted by three-quarters of Trustees present, but at least a majority of the whole Board.
(b) A majority of the Trustees shall be members of the Boards of National Organizations (see Art. 12(b)), nominated by National Organizations and ratified by the Board, in accordance with a procedure laid down in the By-Laws. (See article 9)
(c) The Trustees not nominated by National Organizations shall be co-opted by the Board.
(d) The Board will designate a President, at least one Vice-President, and a Treasurer from among the Trustees.
(e) The terms of office of the Trustees, including the President, the Vice-President(s) and the Treasurer, are laid down in the By-Laws.
(f) Persons regularly employed and remunerated by the Foundation do not qualify for membership of the Board. Persons regularly employed and remunerated by a National Organization do not, in general, qualify for membership of the Board.
(g) Persons over the age of 72 shall not be eligible for nomination or co-option to the Board.
(h) The Board may vote on a Resolution to remove a Trustee. A majority of three-quarters of the whole Board without the Trustee concerned shall be required for the Resolution to be adopted. The Trustee in question has the right to be heard, but shall have no right to vote on the Resolution.
8. Management of the Foundation
(a) The Board is responsible for the conduct, administration and representation of the Foundation, and defines its Mission and policies.
(b) The Board is responsible for establishing the management structure of the Foundation, and shall appoint a Director General and approve the appointment of such senior members of the staff as shall be determined by the By-Laws.
(c) The Board may delegate to Committees (see Art. 11), the Director General and to other bodies or individuals such functions and responsibilities as it sees fit.
9. By-Laws
The Board decides on its own procedures and issues By-Laws governing the organization, administration, representation and activities of the Foundation. The By-Laws will be submitted for approval to the Supervisory Authority.
10. Board Resolutions
(a) A meeting of the Board is only valid provided a quorum is present, consisting of a majority of the whole Board, including either the President or a Vice President. No Trustee may be represented by another person, nor vote by proxy.
(b) Resolutions to change the Purposes, or to dissolve the Foundation require a majority of three-quarters of the whole Board to be adopted. Any changes to the Purposes should differ as little as possible from those listed in Article 6 above.
(c) Resolutions to amend these Statutes or change the number of the members on the Board require a majority of three-quarters of Trustees present, but at least a majority of the whole Board to be adopted.
(d) Amendments to the Statutes are subject to the approval of the Supervisory Authority.
(e) Resolutions to change the By-Laws, and to elect Trustees, other than those nominated by National Organizations, require a majority of the whole Board to be adopted. Such resolutions with respect to the By-Laws shall be subject to the approval of the Supervisory Authority.
(f) Other Resolutions require a majority of the Trustees present to be adopted.
(g) In the event of an equality of votes being cast for and against a Resolution, the person presiding at the meeting shall have a casting vote.
(h) In the absence of a meeting, Trustees may vote on Resolutions that have been circulated in writing or by other means, unless at least three Trustees request a meeting within a time established in the By-Laws. Such Resolutions must be approved by unanimous vote of all Trustees less two votes. The time limit by which votes on such Resolutions must reach the Office shall also be established in the By-Laws.
11. Committees of the Board
(a) The Board shall appoint an Executive Committee consisting of the President, at least one Vice President, the Treasurer and such other persons as may be determined by the By-Laws, and delegate to it such functions and authority as it sees fit.
(b) The Board may appoint other Committees to advise it on any aspect of the Purposes of the Foundation, or to accomplish specific functions and responsibilities as defined by the By-Laws, or by Resolutions of the Board. Each Committee shall be chaired by a Trustee.
12. National Organizations and Other Associate Organizations
(a) The Board may establish a National Organization or adopt an existing organization as a National Organization in any country in the world.
(b) A National Organization shall be a body which enters into an agreement with the Foundation to conduct its operations and manage its finances in a manner acceptable to the Foundation.
(c) The Board may also enter into association with other bodies by agreements which govern the methods of cooperation between them.
(d) The Board shall periodically convene a meeting of representatives of the Foundation, representatives of National Organizations and such other persons, as appropriate, in accordance with rules which may be laid down in the By-Laws.
IV. FINANCE
13. Funds
(a) The Board may accept and hold in Switzerland or in any other country, donations of funds, including legacies, for its Purposes in general, or restricted directly to any of its Purposes or activities.
(b) In the event that funds become available to the Foundation in a country other than Switzerland, the Board may authorize a suitable organization in that country to hold such funds on behalf of the Foundation and at its disposal.
(c) The Board may accept donations for the purpose of building up capital or for endowment funds, the capital of which shall remain permanently invested with only the income being available for disbursement.
(d) The Board may accept donations in kind and may resolve whether or not to realise such assets.
(e) Donations may be subject to conditions, provided the fulfilment of the conditions is not contrary to the Purposes of the Foundation.
(f) The Board may resolve to set aside any part of the unrestricted funds as additional capital or reserves, and has the power at any time to revoke such a Resolution in whole or in part.
14. Investment of Capital
The Board is responsible for the investment of all capital funds with the advice of the Treasurer and such professional investment advisors as the Treasurer and the Board may wish to consult.
15. Distribution of Funds
(a) The Board is responsible for the distribution of funds available in accordance with the Purposes of the Foundation and with the advice of appropriate technical and scientific experts drawn from within the National Organizations and/or from outside.
(b) No party shall have a claim to any contribution from the funds of the Foundation, and the Board shall ensure that the funds are spent only for the purposes for which they were allocated.
(c) Trustees may not derive any financial benefit for their services as Trustees.
16. Cost of Administration
The Board shall endeavour to cover the cost of the administration of the Foundation with income from its capital and endowment funds.
17. Accounts and Auditors
(a) The financial year of the Foundation shall be decided by the Board, and recorded in the By-Laws. Audited accounts of income and expenditure and a balance sheet of assets and liabilities made up to the end of each such financial year shall be laid before the Board within six months, following the conclusion of such financial year.
(b) The Board shall annually appoint a firm of internationally recognized and competent auditors.
V. EMERGENCY PROVISIONS
18. Transfer of Assets
In case of extraordinary political or military circumstances, the Trustees residing in Switzerland, in consultation with the President, or in his/her absence, with a Vice-President, the Treasurer or two other Trustees, may, in the interests of conserving the assets of the Foundation, transfer such assets to another Swiss or foreign institution of similar charitable character (Stiftung, Fondation, Société de Bienfaisance, Trust, Charitable Corporation, etc.) with the same or a similar purpose, under the Decree of the Swiss Federal Council of 12 April 1957 concerning the measures for the protection of legal entities.
