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 the Canton of Vaud, Switzerland. It may also open branch offices elsewhere.

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

• 1. 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.
  2. The International Board resolves 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 International 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.
  3. In case of dissolution of the Foundation, the available assets will be completely attributed, after approval of the Supervisory Authority, to an institution of public interest pursuing a similar purpose and benefiting also from the tax exemption. By no means, the assets can return to the founder or contributors, or be used for their benefit, in whole or in part, in any way.

 

6. Modification of the Statutes

The International Board is authorized to propose to the Supervisory Authority any modifications of the Statutes, according to the articles 85 and 86 of the Swiss Civil Code.

II. PURPOSES OF THE FOUNDATION

7. 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.

This is taken to include fauna and flora, the landscape, water, soils, air and other natural resources, with particular emphasis on the maintenance of essential ecological processes and life support systems, and on the preservation of genetic, species and ecosystem diversity, and on ensuring that the utilization of wild species and natural ecosystems is sustainable; and in particular:

• (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 International Board in accordance with the above Purposes.

III. ORGANIZATION

8. WWF Council

• 1. The role of the WWF Council is to provide a forum for the National Organizations where they can give their advice to the International Board.

• 2. As such it plays an active role in:

1. 1. debating the opinions and needs of the National Organizations and WWF Associates and transmitting them to the International Board;

1. 2. facilitating the alignment of the National Organizations and WWF Associates to the WWF global objectives in both programmatic and operational matters, such as meeting global fundraising targets and supporting WWF Network Initiatives;

1. 3. discussing and sharing best practice and good ideas between Chairpersons in managing and guiding their National Organization and WWF Associate Boards;

1. 4. providing peer support to National Organizations and WWF Associates facing difficulties and advising the International Board on measures to be taken in case of non-compliance of National Organizations to their obligations within the WWF Network.

• 3. The WWF Council will provide advice to the International Board on major issues, either at its request or on its own initiative. Such issues may include:

1. 1. improving the alignment of the Network;

1. 2. strengthening best practice in the International Board on matters such as transparency and accountability;

1. 3. identifying and debating common problems at the National Organization and WWF Associate Board level and providing advice to the International Board on their resolution;

1. 4. providing candidate names during the process of International President selection.

• 4. The WWF Council nominates the members of the International Board based on the proposals of the Nominations Committee, except for its chairperson, the International President, who is appointed by the International Board. The WWF Council may propose candidates as part of the selection procedure for the appointment of a new International President.

• 5. Members of the WWF Council originate from two categories:

1. 1. Chairpersons or Presidents of the Boards of National Organizations and of WWF Associates will automatically be members of the WWF Council, from the date of their election to the end of their tenure. In exceptional cases, the Board of a National Organization or WWF Associate can appoint another Board member to represent it on the WWF Council, for a specific meeting;

1. 2. Presidents and Vice-Presidents Emeriti will be full members of the WWF Council. In addition, the WWF Council may appoint honorary members on the basis of long-term and significant contribution to the WWF Network, by a proposal of the Nominations Committee.

• 6. a) The WWF Council will be chaired by the International President.
     
     b) Beyond chairing of the WWF Council meetings, assisted by the Secretary, the International President is responsible for:

1. 1. 1. calling the meetings of the WWF Council, to be held normally once a year,

1. 1. 2. establishing the agenda of its meetings,

1. 1. 3. reviewing WWF Council documents,

c) The International President appoints a Secretary who need not be a member of the WWF Council. The main task of the Secretary will be to support the International President in all aspects of WWF Council operations, in particular: preparing and disseminating the required working documents, drafting the minutes of the meetings, ensuring the WWF Council recommendations are transmitted to the International Board in a timely manner, providing feedback to the WWF Council from the International Board meetings.

1. 1. 4. supervising the activities of its working groups.

• 7. To form a Nominations Committee the President will call for volunteers from the members of the WWF Council who will not be eligible for Board membership. If more than 5 members volunteer the Council will vote to appoint the Nominations Committee consisting of 3 to 5 WWF Council members. The Nominations Committee will have the following tasks:

• - proposing to the WWF Council members for the International Board after broad consultation

  - proposing to the WWF Council candidates for the office of International President

  - proposing honorary members for the WWF Council, on the basis of long-term and significant contribution to the WWF Network.

• 8. The WWF Council may, as and when needed, mandate some of its members to constitutead hocworking groups on specific issues of concern to the WWF Council. Their main task will be to study issues in advance of WWF Council meetings and to introduce them to the WWF Council.

 

• 9. The decision of the WWF Council and its Nominations Committee are taken by consensus. If not possible the decision will be taken by a majority of the members present, except for the decisions appointing an honorary member of the WWF Council, which require a majority of 60% the members present.

 

9. The International Board

• (a) The International Board shall be composed of up to 13 Trustees, including the International President comprising persons of high-standing and special competence in fields useful to the Foundation.
  
  (b) The International Board ratifies the appointment of the new Trustees in accordance with the procedures set out in the By-Laws.
  
  (c) The International Board will appoint the WWF International President of WWF, who will chair the meeting of the International Board.
  
  (d) The terms of office of the Trustees, including the President, the Vice-President and the Treasurer, are laid down in the By-Laws.
  
  (e) Persons regularly employed and remunerated by the Foundation do not qualify for membership of the International Board. Persons regularly employed and remunerated by a National Organization do not, in general, qualify for membership of the International Board.
  
  (f) The International Board may vote on a Resolution to remove a Trustee. A majority of three-quarters of the whole International 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.
  
  (g) Trustees may not derive any financial benefit for their services as Trustees.

10. Management of the Foundation

• (a) The International Board is responsible for the conduct, administration and representation of the Foundation, and defines its Mission and policies.
  
  (b) The International Board is responsible for establishing the management structure of the Foundation, including the appointment of the Director General
  
  (c) The International Board may delegate to Board Committees, to the Director General and to other bodies or individuals such functions and responsibilities as it sees fit.
  
  (d) The International Board meets normally 4 times per year, according to the rules laid down by the By-laws.
  
  (e) The International Board shall convene from time to time a meeting of representatives of the Foundation, of National Organizations, WWF Associates and other persons as appropriate.

11. InternationalBoard Resolutions

• • (a) A meeting of the International Board can take place by interactive electronic means. A meeting is only valid provided a quorum is participating, consisting of a majority of the whole International Board. No Trustee may be represented by another person, nor vote by proxy.
    
    (b) After consultation with the WWF Council, resolutions to change the Purposes or to dissolve the Foundation require a majority of three-quarters of the whole International Board to be adopted. Any changes to the Purposes should differ as little as possible from those listed in Article 6 above.
    
    (c) After consultation with the WWF Council, resolutions to amend these Statutes or change the number of the members on the International Board require a majority of three-quarters of Trustees present, but at least a majority of the whole International 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 require a majority of the whole International 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.

12. Committees of the International Board

The International Board may appoint 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 International Board. Each Committee shall be chaired by a Trustee. Terms of reference of the Standing Committees of the Board can be found here.

13. National Organizations and Other Associate Organizations

• (a)The International 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) A WWF Associate 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.
  
  (d)The International Board may also enter into association with other bodies by agreements which govern the methods of cooperation between them.
  
  (e)The International Board has the final authority to close any office of WWF and terminate any agreement that has been entered into regarding use of the brand in any territory.

14. By-Laws and operating rules

The International Board adopts By-Laws governing the organization, administration, representation and activities of the Foundation. The By-Laws will be submitted for approval to the Supervisory Authority. In addition the WWF Council and the International Board each adopts their own operating rules within the framework set by the Statutes and the By-laws. Those operating rules are not subject to approval by the Supervisory Authority.

IV. FINANCE

15. Funds

• (a)The International 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 International Board may authorize a suitable organization in that country to hold such funds on behalf of the Foundation and at its disposal.
  
  (c)The International 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 International 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 International 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.

16. Investment of Capital

The International 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 International Board may wish to consult.

17. Distribution of Funds

• (a)The International 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 International Board shall ensure that the funds are spent only for the purposes for which they were allocated.

18. Cost of Administration

The International Board shall endeavour to cover the cost of the administration of the Foundation with income from its capital and endowment funds.

19. Accounts and Auditors

• (a)The financial year of the Foundation shall be decided by the International Board, and recorded in the By-Laws. Audited accounts of income and expenditure and a balance sheet of assets and liabilities as of the end of each financial year shall be submitted to the International Board within 6 months, following the end of such financial year.
  
  (b)The International Board shall, according to the relevant legal requirements, appoint an external and independent firm of internationally recognized and competent auditors, annually, to verify the accounts of the Foundationand submit a detailed report to the International Board recommending approval of the accounts.
  
  (c) The auditors shall ensure compliance with the Statutes, the By-laws and the purposes of the Foundation.
  
  (d) The auditors shall communicate to the International Board any deficiencies noted during the execution of the mandate. If these deficiencies are not rectified within a reasonable period of time, the auditors may have to inform the Supervisory Authority.

V. EMERGENCY PROVISIONS

20.Transfer of Assets

In case of extraordinary political or military circumstances, the Trustee(s) 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.