Statutes of the Foundation

“German Foundation for the Comoé National Park (DSCN)”

preamble

Comoé National Park (CNP) is the largest West African national park with a unique diversity of habitats and resulting biodiversity. With an area of 11,500 km², it is almost the same size as its East African counterpart, the Serengeti National Park, but is far less well known. Its importance is reflected in its status as a UNESCO World Heritage Site.

The planned foundation is intended to complement existing initiatives and establish a foundation aimed at the sustainable protection of the national park and its biodiversity, taking into account the concerns of the local population and at the same time raising awareness among the general public about the importance of the park.

§ 1

Name, legal form, registered office and financial year

(1) The Foundation shall bear the name:

“German Foundation for the Comoé National Park (DSCN)”

(Translations: German foundation for the Comoé National Parc; Fondation allerande pour le Parc National de la Comoé).

It is based in Giesdorf.

(2) It is a public foundation under civil law with legal capacity.

(3) The financial year of the Foundation is the calendar year.

§ 2

Purpose of the foundation

(1) The Foundation pursues exclusively and directly charitable purposes within the meaning of the section “Tax-privileged purposes” of the German Fiscal Code.

(2) For the sustainable protection of the Comoé National Park (CNP) in Côte d'Ivoire (Ivory Coast), including its immediate and wider surroundings and its biodiversity, the purpose of the Foundation is to promote

- nature conservation and environmental protection, including climate protection

- animal protection

- science and research

- education

- development cooperation

- international spirit

with integration of the local population

This is done in accordance with the statutory purpose through general donations and donations with a specific purpose as well as through the direct support and implementation of projects.

(3) The foundation pursues short, medium and long-term goals that are to be implemented in line with the growth of the foundation's assets. All measures are intended to raise awareness among both the local population and the general public of the importance of Comoé National Park and to create incentive systems to protect the park in the long term and sustainably.

The purpose of the foundation is realized in particular as follows:

(i) Educational and training measures by promoting and holding events at schools and secondary educational institutions in order to sustainably embed the principles of environmental and biodiversity protection. For this purpose, training, further education and research grants can be awarded in the field of nature, species and environmental protection, and facilities and institutions active in these fields can be granted grants to cover the material and personnel costs incurred in the course of their activities.

(ii) Education and development work on environmental and biodiversity protection in the context of international agreements and conventions

(iii) Public relations in the form of events, press work, publications, awards and cooperation with governmental and non-governmental (NGO) institutions

(iv) Initiation, implementation and execution of (scientific) projects that promote environmental and biodiversity protection. For this purpose, training, further education and research institutions in the field of nature, species and environmental protection can be founded or supported in their operations

(v) Animal and species protection.

(4) The purpose of the Foundation is further achieved through a targeted, direct, independent, participatory, ‘organically’ growing ‘bottom-up’ approach that ensures the sustainable protection of the Comoé National Park (CNP):

- 'targeted': The foundation's funds will benefit the protection of the CNP

- 'direct': Through long-standing local contacts, foundation funds can be invested directly in local measures

- 'independent': The foundation can use its funds independently of economic and political interests

- 'participatory': the local population is involved in the development of sustainable protection concepts from the outset; their interests, in addition to the protection of biodiversity, have the highest priority

- 'organically growing': measures to protect the CNP are implemented gradually, taking into account the fact that an understanding of (nature) protection must first grow in the local population and that gender-specific concerns in particular must be taken into account

- 'bottom-up': Protection strategies are developed and implemented from the bottom up, so that local concerns are always taken into account.

(5) The purpose of the Foundation is also to raise funds in accordance with Section 58 No. 1 AO to promote the tax-privileged purposes mentioned above, for the realisation of the tax-privileged purposes of another corporation or for the realisation of tax-privileged purposes by a corporation under public law.

(6) The foundation shall fulfil its tasks itself or through an auxiliary person within the meaning of Section 57 Paragraph 1 Sentence 2 of the Fiscal Code, unless it acts by way of raising funds in accordance with Section 58 No. 1 of the Fiscal Code. The foundation may maintain special purpose operations to achieve the foundation's purpose.

§ 3

Non-profit

(1) The Foundation operates on a non-profit basis. It does not primarily pursue commercial purposes. The Foundation's funds may only be used for the purposes specified in the statutes. The founders and their heirs, as well as the members of the Foundation's bodies, do not receive any donations from the Foundation's funds.

(2) No person may benefit from expenditure which is unrelated to the purpose of the foundation or from disproportionately high remuneration.

§ 4

Foundation assets

(1) The Foundation’s assets shall consist of

- the core capital

- assets intended for consumption

- Grants (endowments and donations) and

- earnings.

(2) The value of the core capital shall be maintained as intact as possible; it shall be invested as profitably as possible in accordance with the principles of sound economic management.

(3) Asset reallocations are permitted in accordance with the rules of proper business management. Profits from reallocations may be used in whole or in part to fulfil the purpose of the foundation. The foundation's assets must be kept separate from third-party assets.

(4) Donations are only added to the endowment capital if they are expressly intended to increase it (endowments); otherwise they are added to the assets intended for consumption. The foundation may accept endowments. Donations must be used promptly.

§ 5

Use of asset income and donations

(1) The Foundation shall fulfil its tasks and cover the costs of administration and, if necessary, the appointment of a managing director from the part of the Foundation's assets intended for consumption, from the income from the Foundation's assets and from donations not expressly intended to strengthen the core assets, as well as from profits from restructuring.

(2) The Foundation may allocate all or part of its funds to reserves, insofar as this is permissible within the framework of its tax-exempt status.

(3) In order to maintain value, parts of the annual income may be allocated to a replacement reserve or a capital maintenance reserve to maintain the substance and to compensate for inflation, within the limits permitted by tax law.

(4) Within the limits permitted by tax law, the Foundation may allocate funds for the realisation of the Foundation’s purposes to another tax-privileged corporation or a legal entity under public law.

(5) A legal claim of third parties to the granting of the subsidies, which can be revoked at any time

The Foundation does not exist under these statutes.

§ 6

Organs of the Foundation

(1) The governing body of the Foundation is the Board of Directors.

(2) As soon as the foundation's assets exceed the limit of €500,000, a board of trustees should be set up. The board of trustees should ideally be made up of people who have specialist knowledge and experience in carrying out the foundation's tasks. One member should be an expert in financial and economic matters. The board of trustees advises, supports and monitors the board of directors within the framework of the foundation law and these foundation statutes in order to fulfil the wishes of the founders as effectively as possible.

(2) The members of the Foundation’s bodies serve on a voluntary basis. They are entitled to reimbursement of reasonable expenses incurred.

(3) A member of one body may not simultaneously be a member of another body.

§ 7

board

(1) The Board of Directors shall consist of at least three and at most five members.

(2) The first board of directors is established by the foundation deed. The chairwoman is the founder, Prof. Dr. rer. nat. Judith Korb, and the two founders, Dr. rer. nat. Alexander Fuchs and Dr. med. Christian Hosius, are the deputies. As born board members, they are members of the board for life. As long as they are willing and able to do so, they are chairmen and deputy chairmen of the board. The founder and the founders are entitled to resign from their office at any time. They can appoint additional board members.

(3) Should the founder or one of the founders die or leave the association for other reasons, the two remaining members shall appoint a new board member and, if necessary, a chairperson or deputy chairperson from among the board members. After the death of all founders or if they are no longer willing or able to hold office, the board members to be elected shall be appointed by co-optation. Reappointments are permitted.

The term of office of non-native members of the Board of Directors is four years. Subject to the provisions of paragraph 2, sentence 4, the Board of Directors shall elect a Chairman and a Deputy Chairman from among its members.

(4) The Board of Directors should include persons who have particular expertise and experience with regard to the performance of the Foundation's tasks. One member should be an expert in financial and economic matters.

(5) The term of office of a board member ends at the end of the term of office. In this case, the board member remains in office until a successor is appointed. The term of office also ends upon death and upon resignation, which is permitted at any time. In these cases, the remaining board members form the board. Until the successor takes office, they carry out the urgent tasks of day-to-day foundation administration alone. Board members appointed by the founders can be dismissed by them at any time by mutual agreement. After the death of the founders or if they are no longer willing or able to do so, individual board members can be dismissed at any time for important reasons by a majority of the other boards or, if applicable, by the board of trustees (institution, see Section 6). They must be given the opportunity to comment beforehand.

§ 8

Duties of the Board

(1) The board decides on all fundamental matters in accordance with the statutes on its own responsibility and manages the day-to-day business of the foundation. It has the status of a legal representative and represents the foundation in and out of court. The board acts through two of its members, one of whom must be the chairperson or deputy. The founder and the founders are authorized to represent the foundation alone and are exempt from the restrictions of Section 181 of the German Civil Code (BGB). They can grant a member of the board sole authority to represent the foundation and exemption from the restrictions of Section 181 of the German Civil Code (BGB).

Internally, the Chairman of the Board of Directors or his/her deputy shall represent the Foundation alone in the event that the other is prevented from doing so.

(2) The Board of Directors shall fulfil the wishes of the founders as effectively as possible within the framework of the Foundation Act and these Foundation Articles of Association. Its duties shall in particular be:

- the administration of the foundation’s assets,

- the use of the foundation’s funds,

- the preparation of a budget, the annual accounts with a balance sheet, each showing the intangible assets and the assets intended for consumption, and the activity report.

(3) The Board of Directors may appoint a managing director and/or a project team and consult experts to handle the day-to-day business of the administration. Managing directors and experts may have the status of a special representative within the meaning of Section 30 of the German Civil Code (BGB).

§ 9

Resolution of the Board of Directors

(1) Decisions of the Board of Directors are generally made at meetings. The Board of Directors is invited to a meeting (possibly virtual) by the Chairperson or a Deputy Chairperson as required, but at least once a year, stating the agenda and observing a notice period of two weeks. Meetings must also be invited if initially requested by one member or, if the Board of Directors is expanded to four or five, if at least two members request it. Invitations sent electronically comply with the written form requirement, provided that confirmation of receipt can be proven. Invitation errors are deemed to have been remedied if all members attend and no one objects. The Board of Directors meeting can take place either as a face-to-face meeting or online (e.g. via video link or telephone conference).

(2) A member of the Board of Directors may be represented at the meeting by another member of the Board of Directors. No member of the Board of Directors may represent more than one other member of the Board of Directors.

(3) A person appointed to the position of member of the Board of Directors shall declare within one month of the notification of the appointment whether he accepts or declines the office.

(4) The Board of Directors has a quorum if at least half of its members, including the Chairperson or a Deputy Chairperson, attend or are represented. If no member of the Board of Directors objects, resolutions may also be passed by written procedure. At least two thirds of the Board of Directors members must participate in a written vote.

(5) The Board of Directors shall take its decisions by a simple majority of the members present and represented or participating in the written vote, unless the Articles of Association provide otherwise. In the event of a tie, the Chairperson shall have the casting vote.

(6) Minutes of the meetings shall be taken and signed by the chairperson and the person taking the minutes. They shall be brought to the attention of all members of the Board of Directors.

§ 10

Annual report and discharge

(1) The Board of Directors shall prepare the annual accounts, the balance sheet and the activity report for the past financial year within a period of six months.

(2) The documents shall be submitted to the Board of Trustees, if one exists.

§ 11

Accounting

The foundation sets up an accounting system that provides reliable information about the foundation's assets and about income and expenditure. The accounting must be carried out according to commercial principles and must comply with legal requirements.

§ 12

Amendment to the statutes

(1) The Board of Directors may, with more than half of its statutory members - including at least two of the three founders, as long as they are members of the Board of Directors - decide on changes to the statutes that do not affect the purpose of the foundation and do not significantly change the original organization of the foundation. If a Board of Trustees has been established, the decision requires the approval of the Board of Trustees.

(2) Decisions pursuant to paragraph 1 may only be taken at meetings of the Board of Directors, including online meetings.

(3) Decisions pursuant to paragraph 1 shall be subject to approval by the foundation authority. They shall be notified to the competent financial authority, together with a statement.

§ 13

Expansion of purpose, change of purpose, merger, dissolution

(1) The Board of Directors may, with a majority of two thirds of its statutory members - including at least two of the three founders, as long as they are members of the Board of Directors - give the Foundation an additional purpose that is related to the original purpose and whose permanent and sustainable realisation appears to be guaranteed without endangering the original purpose, if the Foundation's income is only partially required for the realisation of the Foundation's purpose. If a Board of Trustees has been established, the decision requires the approval of the Board of Trustees.

(2) The Board of Directors may, with a majority of two thirds of its statutory members - including at least two of the three founders, as long as they are members of the Board of Directors - decide to change the purpose of the Foundation, to merge with another foundation or to dissolve the Foundation if the purpose of the Foundation becomes impossible or if circumstances change in such a way that the permanent and sustainable fulfilment of the purpose of the Foundation no longer appears to be sensible. If a Board of Trustees has been established, the decision requires the approval of the Board of Trustees.

The resolutions must not affect the tax exemption of the foundation.

(3) Resolutions on expansion of purpose, change of purpose, merger or dissolution may only be taken at meetings of the Board of Directors, including online meetings.

(4) Decisions on the extension or change of purpose, amalgamation or dissolution require the approval of the foundation authority. They must be notified to the competent financial authority with a statement.

§ 14

Asset accumulation

If the foundation is dissolved or abolished or if tax-privileged purposes no longer apply, the foundation's assets will be transferred to a legal entity under public law or to another tax-privileged corporation for use for at least one of the following purposes: use to promote nature conservation and landscape management within the meaning of the Federal Nature Conservation Act and the nature conservation laws of the federal states, environmental protection, including climate protection, the promotion of animal welfare, the promotion of development cooperation or the promotion of international spirit.

§ 15

Foundation supervision

(1) The Foundation is subject to state supervision in accordance with the foundation law applicable in the State of Rhineland-Palatinate.

(2) The foundation authority must be informed of the foundation's affairs at any time upon request. Notifications of changes in the composition of the foundation's bodies and the budget must be submitted without request. The annual accounts, the balance sheet and the activity report must be submitted without request within nine months of the financial year.

§ 16

Severability clause and final provisions

(1) Should provisions of these statutes or a future provision of the statutes prove to be invalid in whole or in part or should they later lose their legal validity, this shall not affect the validity of the statutes in other respects. The same shall apply if a gap should emerge in the statutes. The invalid provision or gap should be replaced by an appropriate provision which – as far as legally possible – comes closest to what the founders wanted or would have wanted according to the spirit and purpose of the statutes if they had considered this point when drawing up the statutes. In the case of adjustments and other changes, § 12 and § 13 must be observed.

(2) The statutes shall enter into force on the day on which the recognition is served by the foundation authority.