| Organizational structure: |
Fauna & Flora International (Fauna & Flora) is a company limited by guarantee, incorporated in January 1992, Registered Company Number 2677068. It was originally established in 1903 and was registered with the Charity Commission, Registered Charity Number 1011102 in May 1992. The organisation is therefore subject to the provisions of both company and charity law.
Legal Structure
The company is a private company limited by guarantee. The company does not have a share capital or shareholders and no member of the Board of Directors has any beneficial interest in the company.
Instead it has members (approx. 3,000 in 130 countries) who act as guarantors. The guarantors give an undertaking to contribute a nominal amount (typically very small – in the case of FFI it is UK£1) in the event of the winding up of the company. FFI’s members (of which there are approximately 2,000) are individuals from the general public who are interested in conservation and wish to pay a membership subscription in support of our international work in this field.
The company can only use its income in pursuit of its charitable objectives and cannot generate any profits for distribution. On this basis the company is exempted from having to use the word ‘Limited’ at the end of its name. In order to meet charity law requirements any funds remaining if the company were to be wound up must be transferred to another organisation with similar charitable objectives.
Governing document
Fauna & Flora was established under a Memorandum of Association, which sets out its objects and powers, and is governed under its Articles of Association. The combined document ‘The Memorandum & Articles of Association’ sets out the membership structure and voting rights, how directors are appointed, what their powers are and how their meetings must proceed. Its provisions comply with both company and charity law.
Group Structure and Related Entities
Fauna & Flora is headquartered in the United Kingdom and is also registered, and has a network of branch offices, in the following locations in which its four regional conservation programmes operate: Asia-Pacific (Cambodia, Indonesia, Myanmar and Vietnam), Africa (DR Congo, Guinea, Kenya, Liberia, Mozambique, South Sudan and Uganda), Americas & Caribbean (Antigua & Barbuda, Belize, Ecuador and Nicaragua), and Eurasia (Georgia, Kyrgyzstan, Romania and Tajikistan). In addition to these branches, which form part of the Charity, Fauna & Flora has related organisations in Australia, Belize, Mozambique, Romania, South Africa and the United States of America.
Board of Trustees
Fauna & Flora is governed by an elected Board of Trustees (known as The Council), consisting of Officers and Ordinary Members. Members of Council are directors for the purpose of company law and trustees for the purpose of charity law. As a company limited by guarantee, no member of the Board of Trustees has any beneficial interest in the company. Members of Council are ordinarily elected to serve a four year term and can be re-elected for a further term.
Structure, Governance and Management
Fauna & Flora was established under a Memorandum of Association, which sets out its objects and powers, and is governed under its Articles of Association. Council is the governing body of the organisation and has legal, financial and managerial responsibility for the charity as well as oversight of the strategy, policy and control framework. This is achieved via twice-yearly full-day meetings and via formal delegations to its sub-committees, the officers of Council and to the Senior Leadership Team (SLT) of the organisation. All the acts and proceedings of the sub- committees are fully and promptly reported to the full Council, which sets the terms of reference and membership of each committee. |
| Affiliation with NGO networks: |
Founding member of the Cambridge Conservation Initiative; International Union for Conservation of Nature, High Conservation Value Network, RSPO, Forest Stewardship Council, Tropical Agriculture Association, UK NGO Forest Coalition. |
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