Regulations, Amendments, Merger, Termination, and Liquidation: Understanding Pacifical Foundation’s Governing Policies

Pacifical Foundation is governed by a set of policies that guide its operations, including regulations, amendments, merger, termination, and liquidation.

These policies are in place to ensure that Pacifical Foundation operates in a responsible and transparent manner and achieves its mission of promoting sustainable and equitable fishing practices in the Pacific.

Regulations: The board may establish regulations to ensure the effective implementation of its tasks. These regulations must not conflict with the statutes or the law and may be amended or withdrawn by the board. Regulations are laid down in writing and come into effect on the date determined by the board, which cannot precede the decision’s date.

Amendment of Articles of Association: The board is authorized to amend the articles of association with due observance of the provisions in its statutes. Any proposal to amend the articles of association must be made in advance and attached to the notice of the relevant meeting. An amendment enters into force at the time determined by the board and after a notarial deed has been drawn up.

Merger, Split, or Conversion: In the event of a merger, split, or conversion of the foundation, the same provisions as mentioned above apply mutatis mutandis, without prejudice to the requirements of the law.

Termination: The board may dissolve the foundation, and in its decision to dissolve, it must determine the destination of any credit balance, which should align with the foundation’s purpose. The positive balance must be spent on behalf of a similar public benefit institution or a foreign institution with a similar objective . If the foundation has no assets at the time of dissolution, it will cease to exist.

Liquidation: The board is responsible for liquidating the assets of the foundation, insofar as no other liquidator is appointed. During the liquidation, the provisions of the Articles of Association remain in effect, and ‘in liquidation’ must be added to the name of the foundation in documents and announcements. A credit balance after settlement is allocated as determined by the dissolution resolution or by the liquidator. The liquidation ends when there are no more assets known to the liquidators, and the foundation ceases to exist, which the liquidators must report to the commercial register.