1. General Provisions

1.1.    ‘Latvijas Dabas Fonds’ (hereinafter referred to as the “Foundation”) shall be a public organisation – open public foundation.

1.2.    The full name of the Foundation shall be ‘Latvijas Dabas Fonds’, whereas the abbreviated name - LFN.

1.3.    The Foundation shall operate within the Republic of Latvia.

1.4.    The Foundation shall have legal personality, is shall have an independent balance, disbursement and other accounts with banks, its own seal and symbolic.

1.5.    The Foundation may acquire real and proprietary rights, and to assume obligations both in the territory of the Republic of Latvia and abroad. The Foundation shall be entitled to conclude contracts in its own name and to enter transactions with any persons, both legal and physical, to receive donations, to act as a plaintiff or a respondent in judicial proceedings as well as to dispose of the property owned by it.

1.6.    The registered address of the Foundation shall be: Raiņa blvd. 31 - 6, Riga, Republic of Latvia.   

2. Objective, Tasks and Methods of Activity

2.1. The objective of the Foundation shall be to promote the preservation and studying of biodiversity, and to educate the general public in those issues. 

2.2. The tasks of the Foundation shall be as follows:

2.2.1. financing and implementation of programmes aimed at studying and protecting various lichen, fungus, plant and animal species as well as biotopes in the territory of Latvia;

2.2.2. participation in the elaboration and implementation of environmental and nature protection projects, which ensure the preservation of biodiversity of Latvia;

2.2.3. popularisation of nature protection arrangements, ecological education of the general public;

2.2.4. promotion of environment-friendly tourism, forestry, agriculture and fish-farming as well as sustainable utilisation of natural resources. 

2.3.  Operational methods of the Foundation shall be as follows: 

2.3.1. Attraction of local and foreign funds in line with the objective of the Foundation as set forth in these Articles of Association, project financing;

2.3.2. publishing activities, organising of seminars and conferences, cooperation with schools and institutions of adult education;

2.3.3. cooperation with environmental authorities and organisations both in Latvia and abroad;

2.3.4. retaining of experts for dealing with certain issues;

2.3.5. consultancy;

2.3.6. elaboration and implementation of projects;

2.3.7. environmental impact assessment. 

3. Members of the Foundation

3.1.  Any person, having interest in, and being prepared to further, by own activities and means, the achievement of the Foundation’s objective and tasks, acknowledging and observing the operational methods employed by the Foundation and the Articles of Association thereof may become a member of the Foundation. Members of the Foundation shall be enrolled by the General Meeting of the Foundation. 

3.2.  The Foundation may have members-supporters. Any person, having interest in, and being prepared to further, by own activities and means, the achievement of the Foundation’s objective and tasks, acknowledging and observing the operational methods employed by the Foundation and the Articles of Association thereof may become a member-supporter of the Foundation. The members-supporters of the Foundation shall be enrolled by the Board of the Foundation upon receipt of a written application and recommendation by at least 2 members of the Foundation.

3.3.  Any member-supporter of the Foundation may become a member of the Foundation, if recommended for enrolment by the General Meeting of the Foundation as a member of the Foundation by the Board of the Foundation after having acted in the status of a member-supporter for at least half a year.

3.4.  The General Meeting of the Foundation may enrol new members of the Foundation as set forth in Article 3.3 hereof only after the candidates have acted for at least half a year in the status of a member-supporter. 

3.5.  Any member or member-supporter of the Foundation may withdraw from the Foundation by giving a written notice to that effect to the Board of the Foundation. 

3.6.  The Board of the Foundation may expel any member-supporter of the Foundation from the Foundation, is he/she has violated these Articles of Association or acts in a manner harmful to the interests, or the achievement of the objective and tasks of the Foundation. 

3.7.  The General Meeting of the Foundation may expel any member from the Foundation, is he/she has violated these Articles of Association, failed to pay the annual membership fees for a period of one year or acts in a manner harmful to the interests, or the achievement of the objective and tasks of the Foundation. 

4. Rights and Obligations of Members 

4.1. Members of the Foundation shall be entitled:

4.1.1.      To participate at General Meetings of the Foundation, to vote therein, to be elected to management and auditing bodies of the Foundation;

4.1.2.      to  submit proposals concerning the activities of the Foundation and any improvements thereof;

4.1.3.      to receive information on the activities of the Foundation, including the published annual report of the Foundation;

4.1.4.      to participate in all public events organised by the Foundation;

4.1.5.      to withdraw from the Foundation, having submitted a written notice to the Board of the Foundation to that effect. 

4.2. Members of the Foundation shall: 

4.2.1.      Observe the Articles of Association of the Foundation, and fulfil the resolutions passed by the General Meeting and the Board of the Foundation;

4.2.2.      pay the annual membership fees in the amount and manner as stipulated by the Board of the Foundation;

4.2.3.      promote the achievement of the objectives and tasks of the Foundation by his/her active involvement.

4.3.       Members-supporters of the Foundation shall have all the same rights as conferred to the members of the Foundation, except for the rights referred to in Article 4.1.1 to vote at the General Meetings, to be elected to the management and auditing bodies of the Foundation. 

4.4.       Members-supporters of the Foundation shall have all the same responsibilities as delegated to the members of the Foundation, except that the members-supporters of the Foundation may, by written notice to that effect, refuse to fulfil the obligation referred to in Article 4.2.2 hereof, and in such event they shall not be entitled to receive the published annual report of the Foundation.

5. Management Structure of the Foundation 

5.1.       Management bodies of the Foundation shall include the General Meeting, the Board, the President of the Foundation, the Chairman of the Board and the Director.

5.2.       The supreme decision-making authority of the Foundation shall be the General Meeting of the Foundation. The General Meeting of the Foundation shall be convened by the Board of the Foundation upon necessity, yet not less frequently than on a yearly basis.  

5.3.       The General Meeting of the Foundation shall have the exclusive competence: 

5.3.1.      To enrol the members of the Foundation;

5.3.2.      to elect the President, the Board and the Auditing Committee of the Foundation;

5.3.3.      to approve the reports rendered by the Board and the Auditing Committee of the Foundation;

5.3.4.      to approve the operational strategy of the Foundation;

5.3.5.      to amend the Articles of Association of the Foundation;

5.3.6.      resolve on liquidation of the Foundation.

5.4.       The General Meeting of the Foundation shall pass its resolutions by simple majority voting, except for resolutions concerning the amendments to the Articles of Association of the Foundation and the liquidation of the Foundation. The General Meeting of the Foundation shall have a decision-making capacity, if attended by more than a half of the membership of the Foundation.  

5.5.       The President of the Foundation shall chair the General Meetings of the Foundation, liaise with the Board in-between the General Meetings and represent the Foundation. 

5.6.       The Board of the Foundation shall be the permanent management body of the Foundation. It shall be composed of 7 members of the Board, 6 of which shall be elected by the General Meeting of the Foundation for a period of three years. The seventh member of the Board shall be the Director of the Foundation to be included in the Board upon hiring.

5.7.       The Board of the Foundation shall be entitled:   

5.7.1.      To enrol members-supporters and to recommend the General Meeting of the Foundation to enrol new members;

5.7.2.      to stipulate the amount and the manner of payment of annual membership fees;

5.7.3.      to appoint or dismiss the Director of the Foundation, and to determine his/her emolument;

5.7.4.      to approve the annual plan of activities and the budget of the Foundation elaborated by the Director;

5.7.5.      to resolve on the compliance of the projects with the operational objective and tasks of the Foundation;

5.7.6.      to approve or close projects;

5.7.7.      to resolve on the establishment of companies and acquisition of immovable property;

5.7.8.      to resolve on taking loans from banks, and conclusion of borrowing and lending agreements;

5.7.9.      to accept annual reports of the Foundation and submit the same for approval by the General Meeting. 

5.8.       The Chairman of the Board of the Foundation shall be elected by the members of the Board from among themselves for a period of three years. The Director of the Foundation may not hold the office of the Chairman of the Board and may not have voting right at the elections of the Chairman of the Board.

5.9.       Meetings of the Board of the Foundation may be regular and extraordinary ones. Regular meetings of the Board shall be convened by the Chairman of the Board on a quarterly basis. 

5.10.   Extraordinary meetings shall be convened by the Chairman of the Board at his/her own initiative as well as if so requested by the Auditing Committee, the Director or one-third of the membership of the Board of the Foundation.

5.11.   Meetings of the Board shall be chaired by the Chairman of the Board. Under exceptional circumstances and during the long-lasting absence of the Chairman of the Board, meetings of the Board may be chaired by any member of the Board duly authorised by the Chairman of the Board. 

5.12.   Records of meetings of the Board shall be kept, and the Minutes shall be signed by all those members of the Board, who attended the meeting. Minutes of meetings shall be filed with the records of the Foundation. 

5.13.   The Board shall have decision-making capacity if attended by more than a half of the total number of members of the Board. Decisions passed by the Board shall be executed as Minutes. Should any of the members of the Board disagree with the decision passed, his/her opinion shall, at the latter’s request, be reduced to writing and attached to the Minutes of the meeting.

 5.14.   The Board shall adopt its decisions by endeavouring to observe the principle of consensus. Where this is impossible, then – by open ballot with a simple majority of votes. If the votes split equally when adopting the decision, the Chairman of the Board shall have the casting vote. 

5.15.   The Board may adopt a decision to resolve certain issues by secret ballot. 

5.16.   Each member of the Board of the Foundation shall have one vote at the meetings of the Board. 

5.17.   The Director shall be the executive and the managing body of the Foundation: 

5.17.1.  The Director shall act in line with the resolutions passed by the General Meeting and the Board;

5.17.2.  dispose, within the scope of his/her competence, of the monetary and property assets of the  Foundation, including the determination of the procedures for material incentives, report on the activities of the Foundation, employ and terminate the employment of employees in the manner as set forth in the applicable laws;

5.17.3.  sign contracts, financial and other documents on behalf of the Foundation;

5.17.4.  open and close bank accounts, grant mandates;

5.17.5.  elaborate the draft activity plans and budgets of the Foundation;

5.17.6.  resolve on the number of administrative staff of the Foundation, and experts and consultants to be retained, as well as any emoluments of such persons;

5.17.7.  resolve any other matters appurtenant to the economic activity of the Foundation, unless the resolution of such matters falls within the competence of other bodies of the Foundation;

5.17.8.  manage the Foundation by implementing an efficient operational, economic and administrative management of the Foundation, and ensuring the planning, management and control functions;

5.17.9.  represent the Foundation, with no special authorisation, before any courts of justice, state and administrative authorities as well as in relations vis-à-vis physical and legal persons.

6. Procedures for Obtaining and Utilisation of Funds

6.1. The funds of the Foundation shall be composed of:

6.1.1.   membership fees;

6.1.2.   financial and property donations by legal and physical persons both from the Republic of Latvia and abroad;

6.1.3.   state and municipal financing;

6.1.4.   revenues generated by economic activity;

6.1.5.  other revenues permitted by law.

6.2. Material assets and funds may be donated to the Foundation as such or for a particular programme thereof. Utilisation of the funds donated to the Foundation without specifying a programme as well as of 10% of the total amount of target donations shall be resolved by the Board of the Foundation.

6.3. Material assets and funds shall be used:

6.3.1.      for the achievement of the objectives and tasks of the Foundation;

6.3.2.      for salaries of employees of the Foundation;

6.3.3.      for payment for the work of experts and other required specialists;

6.3.4.      for disbursing other costs required for ensuring the operations of the Foundation.

6.4. No use of the funds contrary to the objectives and tasks set forth in Section 3 of the Articles of Association shall be permitted;

6.5. Names of persons, physical or legal, who made any contributions to the Foundation or supported the activities thereof in any other way, shall be published in the annual report of the Foundation.

6.6. Projects of the Foundation:

6.6.1. projects of the Foundation shall be aimed at ensuring the achievement of the objective and the tasks of the Foundation;

6.6.2. a project application may be submitted to the Foundation by any person, physical or legal. Applications shall be executed in line with the requirements set forth by the Foundation. The Board shall assess the compliance of the project application with the objectives of the Foundation, approves the project manager as well as the cost estimate of the project;

6.6.3. the approved project shall be entitled to use the symbolic of the Foundation and make use of the administrative services of the Foundation. For the performance of the work, the project manager shall retain the required specialists within the framework of the approved cost estimate;

6.6.4.      project managers shall, on a yearly basis, report to the Board of the Foundation on the project implementation and the use of funds. Informing the general public shall be the responsibility of each project;

6.6.5.      if the project or the project manager runs, in the course of operation, into conflict with the objectives of the Foundation or acts in the manner harmful to the image of the Foundation, the Board shall be entitled to close such project or replace the project manager thereof;

6.6.6.      material and financial assets of projects, which are accomplished or suspended by virtue of Article 6.6.5 hereof, shall devolve into the disposal of the Foundation. Further use thereof shall then be resolved by the Board of the Foundation.

7. Audit of Activities

7.1. The functions of a control and auditing body of the Foundation shall be fulfilled by the Auditing Committee composed of 3 members to be elected by the General Meeting for a period of three years.

7.2. The Auditing Committee shall have the right and obligation to look if the activities of the management bodies of the Foundation are compliant with these Articles of Association, and to supervise the transactions with the property and financial funds of the Foundation.

7.3. The Auditing Committee shall be obliged to report to the General Meeting of the Foundation on any irregularities and violations found in the accounting and financial operations of the Foundation.

8. Symbolic of the Foundation

8.1. The symbolic of the Foundation shall be the stylised image of a Kingfisher (Alcedo atthis).

8.2. The symbolic of the Foundation may be used for advertising and other purposes by any persons, both physical and legal, only subject to a written permission of the Director of the Foundation.

9.      Amendments to the Articles of Association of the Foundation, and the Procedures for Liquidation of the Foundation

 9.1. Any amendments to the Articles of Association of the Foundation shall be adopted by the General Meeting of the Foundation with the voting of more than ½ of the total membership of the Foundation. Amendments shall take effect after duly endorsed by the authority, which has registered the Articles of Association of the Foundation.

 9.2. If the objectives and tasks of the Foundation become no longer achievable, the latter shall be liquidated. The resolution to liquidate the Foundation shall be adopted by the General Meeting of the Foundation with the 2/3 majority votes of the total membership of the Foundation.

 9.3. In the event of liquidation of the Foundation, a liquidation commission shall be established by the General Meeting.

 9.4. The liquidation commission shall accomplish the projects and economic transactions commenced by the Foundation, sell off the property of the Foundation, collect from debtors any receivables due and payable to the Foundation, settle the debts thereof, discharge other claims.

 9.5. The remaining funds and assets shall be handed over by the liquidation commission to the authority designated by the General Meeting of the Foundation. The remaining funds and assets may not be distributed among the members of the Foundation.