Statutes

(1) The Foundation bears the name "Arche Noah für Namibia-Stiftung, Hilfe für Menschen und Tiere/Noah's Ark for Namibia Foundation, Aid for Namibian People and Animals"

(2) The Foundation is an association without legal capacity under civil law.

(3) The registered office of the Foundation is in Marl

(4) The business year is the calendar year.

(1) The objectives of the Foundation are

        a) to promote education and vocational training and assistance for children and young                people,

        b) to promote the protection and conservation of animal life,

        c) to promote development aid

(2) The objectives of the Foundation shall be realised through the

a) development and execution of projects to promote education and vocational training and     assistance for children and young people predominantly in cooperation with the non-profit making organisation SOS Kinderdorf in Namibia,

b) development and execution of projects to protect wildlife species under threat of extinction, aiming at working in close cooperation with the Namibian organisations "SAVE THE RHINO TRUST" in Swakopmund, Namibia, the "The AfriCat Foundation" in Otjiwarongo, Namibia, and the "Cheetah Conservation Fund", Namibia ,

c) development and execution of projects to save and protect ethnic minorities and to integrate them into the social structures of Namibian life. The Foundation has in mind a cooperation with the organisation "The Ombili Foundation", Tsumeb, Namibia.

(1)    The Foundation shall be engaged solely and directly in non-profit making pursuits within the meaning of the section "tax-privileged purposes" of the Tax Code.

(2)    The Foundation shall be impartial in its actions and not pursue objectives to serve its own economy. The Foundation’s funds may only be used for the purposes named under the terms of these Statutes.

(3)    No person shall be favoured with expenditure alien to the Foundation’s objectives or with disproportionately high remunerations.

(4)  The Foundation shall fulfil its duties itself or have them fulfilled by assistance within the meaning of § 57 of the Tax Code in so far as they are not active  in the procurement of funds in accordance with § 58 of the Tax Code. The foundation may operate functional businesses in order to realise the objectives of the Foundation.

§ 4

(1)    The assets of the Foundation shall result from the Foundation’s business. 

(2) The assets of the Foundation shall be maintained permanently and in full and shall be invested as profitably as possible. The assets may be regrouped in order to maintain their value or to increase their earning power.

(3) The Foundation’s assets shall be increased by all donations to the Foundation.

(1) The Foundation shall fulfil its tasks using the yields from invested assets and from donations in so far as these have not been expressively intended to strengthen the Foundation’s assets.

(2) The Foundation may allocate its funds in total or in part as reserves in so far as this is necessary to be able to meet tax-privileged purposes and in so far as there exist definite aims and schedules for the use of such reserves.

(3) Within the limits of what is fiscally approved, parts of the annual yield may be allocated to a free reserve or to the Foundation’s assets in order to maintain the value of the Foundation’s assets.

(4) These Articles do not afford third parties with any legal claims to grants from the Foundation which are revocable at any time.

(1) The executive bodies of the Foundation consist of the Board and the Advisory Board.

(2) The members of the Foundation’s bodies are honorary and are only entitled to claim reimbursement for expenses accrued if these are approved by at least 50 % of the members of the Advisory Board. For time and efforts invested by members of the Board in their work, the Advisory Board may decide to pay a suitable lump sum solely in exceptional cases.

(1) The Board consists of at least two and at the most three members.

(2) The founders shall be members of the Board for life. The founder Gero Julius shall hold the office of Chairman of the Board for life with his spouse as deputy. Should the occasion arise, they shall name a third Board member. The founders are entitled to resign at any time and/or to determine who in the Board shall assume the position of Chairman and/or deputy.

(3) Should the founders or any other member of the Board resign from office, the Advisory Board shall appoint a new member of the Board upon the suggestion of the remaining Board members. Re-appointment is allowed. The period of office for Board members is four years. Upon the resignation of the founder and the Board, the Board shall appoint a Chairman from its midst and a deputy. Each founder may make diverging provisions during his/her lifetime or by means of a testamentary disposition in connection with donations regarding Board members, in particular the Chairman and his/her period of office.

(4) The members of the Board shall possess a specialised competence and experience necessary to fulfil their duties in the Foundation. Members of the Advisory Board may not be members of the Board simultaneously.

(5) The office of the Board Chairman ends on the expiry of the term of office, on his/her decease or in the event of serious illness which does not allow him/her to execute his/her office properly or on resignation which is permissible at any time. Any member of the Board named by one of the founders may be dismissed by him/her, or a member of the Advisory Board at any time for important reasons. Prior to a dismissal of this nature, the Board member concerned must be informed of the reasons and be given an opportunity to comment.

(1) The Board shall take decisions on all principle issues in accordance with the Articles and in its own responsibility and shall manage the daily business of the Foundation. It has the position of a legal representative and represents the Foundation both in and out of court. Each member of the Foundation’s Board is on his/her own authorized to represent the Foundation in internal affairs, the Chairman represents the foundation alone and in the event that he/she is prevented from doing so, by the deputy Chairman. 

(2) Within the limits of the Foundation Law and these Articles of the Foundation, the Board shall fulfil the will of the founders as effectively as possible. The duties of the Board include in particular:

- administration of the Foundation’s assets

- application of the Foundation’s funds

- the drawing up of an annual account and a report of activities

(3) The Board may engage assistants or third parties possessing special expertise to aid in the preparation of decisions, the execution of his/her tasks and in particular, in the performance of daily business.

(1) Board resolutions shall as a rule be adopted in meetings. Meetings shall be convened by the Chairman or his/her deputy as required, however at least twice per year, with two week’s notice accompanied by the agenda. Furthermore, meetings may be convened if at least 50% of the Board members so wish. 

(2) Any member can be represented by another Board member at such meetings. No Board member may stand proxy for more than one other Board member.

(3) The Board, following a proper invitation, has a quorum if at least 50% of the members including the Chairman and his/her deputy are present or are represented.  Any errors made in the invitation to the meeting are deemed to be remedied if they are not contradicted and all members are present.

(4) The Board shall adopt a resolution with a simple majority of votes. In the event of an equality of votes, the Chairman shall have the casting vote. 

(5) Resolutions may also be adopted by means of circulation per correspondence or telephone if no member of the Board contradicts such a measure. Under these circumstances, the adherence to form and deadlines may be dispensed with. 

(6) The minutes of each meeting are to be taken in written form and signed by the Chairman and the taker of the minutes, if such a person has been ordered to do so. The minutes are to be made known to all members of the Board and the Advisory Board.

(7) Any other regulations may be made by internal ruling.

(1) The Advisory Board consists of 4 members. The members of the initial Advisory Board will be named by the Founders. 

(2) In the event of the resignation of a member of the Advisory Board, the Advisory Board shall elect a successor upon the suggestion of the Chairman. Re-election is permissible. The period of office for a member of the Advisory Board is 4 years. The Advisory Board elects from its midst a Chairman and a deputy Chairman.

(3) The office of a member of the Advisory Board ends when his/her period of office ends, or upon his/her decease or in the event of a serious illness which will not allow him/her to carry out his/her duties in the long run or upon resignation which is permissible at any time. A member of the Advisory Board may be dismissed at any time for important reasons by the Advisory Board in a joint meeting with the Board. The decision must be supported by the majority of the members of the Board and the Advisory Board. The member concerned is excluded from voting and he/she must be informed of the reasons for  dismissal and must be given an opportunity to comment on this matter.

(1) The Advisory Board shall advise, support and supervise the Board within the framework of the Foundation Law and these Articles in order to fulfil the will of the founder as effectively as possible. The duties include in particular the following: 

        - Recommendations regarding the administration of the Foundation assets,

        - Recommendations regarding the use of donations,

        - Approval of the Annual Account and Progress Report

        - Dismissal of the Board and

        - Appointment of members of the Board.

(2) When necessary, the Advisory Board shall be summoned by the Chairman. An ordinary meeting shall be summoned if at least three members or the Board demand so. The Chairman of the Board shall participate in meetings held by the Advisory Board. Other members of the Board may also participate in meetings held by the Advisory Board. 

(3) Paragraph 9 shall apply when the Advisory Board, or the Advisory Board and the Board jointly, adopt resolutions subject to the proviso that in the event of a joint adoption by the Board and Advisory Board, the Board Chairman has the casting vote in the event of an equality of votes. 

(1)    The bodies of the Foundation may decide on amendments to the Articles in so far as they neither affect the purpose of the Foundation nor make any significant changes to the original structure of the Foundation or if they facilitate the fulfilment of the Foundation’s objectives better.

(2)    Resolutions concerning amendments to the Articles may only be adopted in joint meetings of the Board and the Advisory Board. The decision to make an amendment must  have a majority of two-thirds of the members of the Board and the Advisory Board.

(1) The bodies of the Foundation may allow the Foundation further objectives related to the original ones whose permanent and sustained realization would appear not to endanger the original objectives if only a part of the assets or revenue of the Foundation are required to implement the foundation’s objectives.

(2) The bodies of the Foundation may resolve to change the objectives of the Foundation or to amalgamate with another Foundation or dissolve the Foundation should the purpose of the Foundation become impossible to fulfil or if circumstances should change in such a way that a permanent and sustained fulfilment would appear to be no longer sensible. Such resolutions shall not have a negative impact on the tax privileges of the Foundation. 

(3) Resolutions regarding the extension of the purpose or amendments to the purpose or dissolution may only be adopted in a joint meeting of the Board and the Advisory Board. Such resolution require the approval of three-quarters of the all members of the Board and the Advisory Board, in accordance with § 11, Section 3.

In the event of the Foundation being dissolved or annulment of the Foundation or on cessation of tax-privileged purposes, the assets of the Foundation shall be apportioned to another tax-privileged non-profit-making body which pursues the same or similar purposes selflessly and for charitable purposes. The name of the body to which the assets are to be apportioned must be named when the resolution is adopted to dissolve the Foundation. The resolution may not be executed prior to the approval of the competent Tax Office. 

These Statutes come into full force and effect upon the granting of a provisional fiscal recognition of the Foundation by the office of Inland revenue.

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