Articles of Association

Ecologically intact natural landscapes – the most unspoilt of which are known as ‘wilderness’ – give our foundation its purpose and its name.

We are committed to preserving wilderness areas worldwide for future generations. This is based on our understanding that, in a world of increasing complexity, a growing population and urban sprawl, we will continue to need havens of tranquillity in unspoilt nature – namely, wilderness areas. Caught between the need to preserve natural areas and the demands of industrial development, we seek viable solutions that do justice to both sides in the interests of future generations.

We are convinced that we humans do not exist separately from nature; on the contrary: as part of nature, we must (re)learn to live in harmony with it. Only through direct experience of nature can we learn to understand it and our connection to it. The misconception that we humans are not part of nature is the reason why many people view land and nature as property rather than as a living organism to which we owe our very existence. In our view, however, we are all born with a duty to preserve unspoilt nature, both for our own sake and for the sake of our children and their children.

We promote dialogue and the exchange of culture and knowledge with people and institutions who possess knowledge of wilderness areas and with those who conserve and protect these natural spaces. In our view, it is above all indigenous peoples who possess a wealth of knowledge about these unspoilt, ‘wild’ natural spaces, as they have lived in harmony with nature and in a sustainable manner for centuries. For this reason, we will place particular emphasis on fostering exchange with these guardians of wilderness areas.

To pursue our objectives, we aim to inspire as many people as possible with a passion for unspoilt nature, whilst at the same time raising their awareness of the threats facing these natural areas. To this end, we rely on the direct experience of nature and the discovery of traditions on the one hand, and on innovative, modern methods of education on the other. For example, we will organise nature excursions as well as develop computer animations illustrating ecological interrelationships, to help people gain a better understanding of these endangered areas.

We enable people in our home country and abroad to gain first-hand experience of wilderness areas, with a particular focus on supporting young people.

We promote the respectful, sustainable use of natural areas, such as low-impact outdoor tourism, as an alternative to large-scale industrialisation.

( 1 ) The foundation bears the name ‘Stiftung Wilderness International’.

(2) The foundation has its registered office in Dresden.

(3) The Foundation is a foundation under civil law with legal capacity.

(4) The financial year is the calendar year.

(1) The Foundation has the following objectives:

It promotes:

• environmental protection, nature conservation and animal welfare
• education, science and research relating to climate, environmental and nature conservation, as well as
• international understanding, development aid, art and culture for the implementation, support and communication of projects relating to climate, environmental, nature and animal protection

(2) The Foundation’s purpose is realised in particular through:

• ( a ) the conservation of biological diversity through the protection of the habitats of animal and plant species.
• (b) Promoting the establishment of nature reserves, and the acquisition or leasing of land with the aim of establishing a nature reserve or maintaining an area as a nature reserve.
• (c) Promoting inter- and intra-cultural exchange between bearers of cultural knowledge to raise awareness of the need to conserve nature.
• ( d ) Organising and implementing educational projects in line with the Foundation’s objectives.
• (e) Promoting experiences of nature through international excursions and exchange projects.
• (f) Promoting science and research
• (g) Carrying out projects to preserve traditional knowledge.
• (h) Documentation of wilderness areas and natural habitats, and the establishment of research stations.
• (i) Research into the preservation of the traditional knowledge of indigenous peoples
• ( j ) Initiating and promoting sustainable, nature-based management approaches that incorporate traditional forms of land use.
• ( k ) Educational and public awareness activities
• ( l ) Transfer of environmental technologies for climate, water and soil protection.
• ( m ) The promotion of educational and environmental projects in schools by providing financial or in-kind support to the respective school’s friends’ association, provided that the association is recognised as eligible for tax relief.

( 3 ) In accordance with the provisions of Section 58(1) of the German Fiscal Code (AO), the Foundation may, for the purpose of achieving its objectives, make financial or in-kind resources available to other bodies or foundations that are also recognised as tax-privileged, or to a suitable public authority, provided that these bodies or authorities use the resources to promote the measures set out in paragraphs (1) and (2).

(4) The Foundation is not obliged to pursue all its objectives simultaneously or to the same extent.

( 1 ) The ‘Wilderness International Foundation’ operates on a non-profit basis and does not primarily pursue commercial objectives. It must not favour any legal or natural person through expenditure unrelated to the Foundation’s purpose, or through disproportionately high support, grants or remuneration.

(2) Founders and their heirs, as well as members of the governing bodies, may not receive grants from the Foundation’s funds in their capacity as founders or members of the governing bodies.

(1) The Foundation pursues exclusively and directly charitable, tax-privileged purposes within the meaning of the section entitled ‘Tax-privileged Purposes’ of the German Fiscal Code (AO).

(2) The Foundation’s funds may be used exclusively for the purposes set out in its Articles of Association.

(3) The Foundation shall fulfil its tasks either itself or through an auxiliary person within the meaning of Section 57(1), second sentence, of the AO, provided that it does not act by way of fund-raising in accordance with Section 58(1) of the AO. The Foundation may operate special-purpose enterprises to achieve its objectives.

( 1 ) The Foundation carries out its tasks

• (a) from the income generated by the foundation’s assets
• (b) from donations, provided that the donor has not designated such donations for the purpose of increasing the endowment.

(2) All funds may only be used for the purposes set out in the Articles of Association.

(3) There is no legal entitlement to the award of funding from the Foundation.

(4) Reserves may be set aside to the extent permitted under tax law.

(5) The income from the Foundation’s assets and any donations not allocated to the capital fund shall be used exclusively to fulfil the Foundation’s purpose.

(6) In exceptional cases, income may be allocated to the core assets to offset losses in value.

(1) Upon the foundation’s establishment, the Executive Board shall consist of four persons named in the foundation deed. The Foundation Board may resolve to reduce the number of Executive Board members. This resolution must be notified to the foundation supervisory authority.

The members of the Executive Board are appointed by the Foundation Council.

The Executive Board manages the Foundation. In particular, it is responsible for:

• ( a ) the management of the foundation’s assets
• ( b ) the allocation of the income from the foundation’s assets
• (c) drawing up the annual budget
• ( d ) the preparation of the annual activity report and the annual accounts.

(2) The term of office of the Foundation’s Executive Board is three years from the date of its appointment. Reappointment to the Executive Board is permitted. A member of the Executive Board may resign from office at any time without giving reasons.

(3) The Board members serve in an honorary capacity. Any reasonable, documented out-of-pocket expenses and costs incurred, and where applicable, corresponding lump-sum allowances, shall be reimbursed, provided that the Foundation’s financial position permits this. The amounts reimbursed must in all cases be reasonable within the meaning of Section 55(1)(3) of the German Fiscal Code (AO).

(4) Members of the Executive Board may be employed by the Foundation as full-time managing directors, provided that the Foundation’s financial position permits this and the business activities so require.

(5) The Executive Board represents the Foundation in and out of court through its members, each acting individually.

(6) The disposal of land requires the prior consent of the Foundation Council.

(7) The Executive Board shall adopt rules of procedure, which shall also govern the convening of meetings and the notice periods for such meetings.

( 8 ) The Executive Board shall constitute a quorum if at least two-thirds of its members are present.

(9) It passes its resolutions by a majority of the members of the Executive Board present at the meeting.

(10) The Executive Board may elect a Chair and a Deputy Chair from amongst its members.

(11) If a member of the Executive Board resigns before the end of their term of office, the Foundation Council shall appoint a successor. This successor shall remain in office until the end of the term of office of the other members.

(1) The first Board of Trustees shall comprise eleven persons appointed by the founders in the deed of foundation. The Board of Trustees may resolve to increase or reduce the number of its members to between eight and twelve. This resolution must be notified to the foundation supervisory authority. Only persons who are not simultaneously members of the Foundation’s Executive Board may serve as members of the Board of Trustees.

(2) The Executive Board shall attend meetings of the Board of Trustees in an advisory capacity.

(3) The Foundation Board shall decide on the appointment of new members or the reappointment of existing members by a simple majority. The Foundation Board shall decide on the removal of a member for good cause by a two-thirds majority.

(4) The members of the Foundation Board shall be qualified individuals. These shall include persons with expertise relevant to the fulfilment of the Foundation’s tasks, as well as persons with expertise in financial, legal and economic matters. They must not hold a position that could lead to a conflict of interest with their duties as members of the Foundation Board.

(5) The term of office is three years. Reappointment is permitted.

(6) The Board of Trustees shall elect a Chair and a Deputy Chair from among its members.

(7) The work of the Board of Trustees is carried out on a voluntary basis. Documented out-of-pocket expenses and costs incurred, and where applicable corresponding lump-sum payments, shall be reimbursed in so far as the Foundation’s financial position permits. The amounts reimbursed must in all cases be reasonable within the meaning of Section 55(1)(3) of the German Fiscal Code (AO).

(8) The Foundation Board shall adopt rules of procedure.

(9) A member of the Foundation Board may resign from office at any time without giving reasons.

(1) The Foundation Board shall have the following duties:

• (a) Appointing and dismissing the Executive Board
• (b) Advising the Executive Board
• (c) To participate in the conclusion of legal transactions in accordance with Section 8(6) of these Articles of Association
• ( d ) Passing resolutions on applications to the foundation authority for the approval of
• • amendments to the Articles of Association
  • the winding up (dissolution) of the Foundation
  • the merger of the Foundation with one or more other foundations.

(2) The Foundation Council determines the strategic direction of the Foundation and supervises the activities of the Executive Board in the performance of its duties.

(3) It adopts the budget and approves the annual accounts.

(1) The Foundation Board shall pass its resolutions by a simple majority of the members present, unless otherwise provided for in these Articles of Association. In the event of a tie, the Chairperson shall have the casting vote.

(2) The Board shall constitute a quorum if at least half of its members are present. Resolutions may be passed by written circular resolution or by circular resolution via email. Where resolutions are passed by written circular resolution or by email circular resolution, the written consent of a majority of all members of the Board of Trustees is required.

(3) The Foundation Board shall be convened by the Chair or their deputy, in each case by giving notice of the agenda in writing and by email, subject to a notice period of at least two weeks. The Foundation Board shall be convened by the Chairperson for meetings as often as appears necessary for the proper conduct of business, but at least once a year. The Foundation Board shall also be convened if at least one third of its members or the Foundation Executive Board so request.

(4) Minutes shall be drawn up for each meeting and signed by the chair of the meeting. They shall be brought to the attention of all members of the Foundation Council and the Executive Board.

( 1 ) The Foundation may establish a Board of Trustees. The Board of Trustees shall comprise persons who are particularly committed to the Foundation’s purpose or who have rendered outstanding services in this regard.

(2) Members of the Board of Trustees serve in an honorary capacity.

(3) Members of the Board of Trustees are appointed by the Foundation Council of the ‘Wilderness International Foundation’ for an indefinite period.

(4) The Board of Trustees advises the Foundation Council and the Executive Board.

(5) The Board of Trustees shall be kept informed of the key developments in the work of the “Wilderness International Foundation” and shall be convened for a meeting at least once a year.

(6) Decision-making powers regarding the ‘Wilderness International Foundation’ may not be delegated to the Board of Trustees.

(7) Members of the Foundation Board and the Executive Board are entitled to attend meetings of the Board of Trustees in an advisory capacity.

(8) The Board of Trustees is an advisory body and not a body of the Foundation within the meaning of the law.

(1) Should circumstances change to such an extent that the Executive Board and the Foundation Council no longer consider the fulfilment of the Foundation’s purpose to be appropriate, a resolution may be passed at a joint meeting, by a three-quarters majority, to adopt a new purpose for the Foundation, to merge with one or more other foundations, or to dissolve the Foundation. The foundation’s purpose must be for the public good within the meaning of the German Tax Code.

(2) For resolutions pursuant to paragraph (1), the Board of Trustees shall invite each member of the Executive Board and the Board of Trustees by registered letter, allowing a notice period of one month.

(3) Amendments to the Articles of Association which do not affect the purpose of the Foundation are permissible provided they are appropriate and do not contravene statutory provisions or the founder’s intentions. They must be approved by the Foundation Council and the Executive Board, each by a two-thirds majority of their members.

(1) In the event of the foundation’s dissolution or the cessation of its tax-privileged purposes, the remaining assets shall pass to one or more organisations to be named in writing by the Foundation Board, which pursue the purposes set out in § 2 of these Articles of Association.

(2) This organisation or these organisations must use the assets exclusively and directly for these purposes and must be charitable organisations within the meaning of the section on ‘tax-privileged purposes’ of the German Tax Code.

( 1 ) The foundation is subject to state supervision in accordance with the applicable law governing foundations.

(2) Within six months of the end of the financial year, the annual accounts, comprising the profit and loss account, the statement of assets and liabilities, and an activity report on the fulfilment of the foundation’s purpose, must be submitted to the foundation supervisory authority without being requested to do so.