We Build Africa-Foundation Rules
We Build Africa-Foundation Rules
We Build Africa-Foundation Rules
television or print reports about Africa are almost invariably negative, and usually focus on natural disasters, civil wars, political instability, famine and disease. For decades, the default response of developed nations has been aid programmes; investment for gain has seemed misguided and exploitative. However, there has been a steady shift over the past few years and today more positive messages are filtering through. Business news pages are publishing a growing number of foreign investment stories reflecting interest from within and outside the continent. Underpinning this attention is a story of sustained growth and development. For example, GDP per household across the continent has more than doubled in the last 15 years. The sustainability of this economic improvement is shored up by a range of human development and governance indicators. The Ibrahim Index of African Governance, for example, which provides a comprehensive analysis of the quality of governance and development, shows steady improvement across most of the continent, with marked progress in countries like Angola and Tanzania. These developments have not appeared out of nowhere. While the global economic crisis may have provided a tipping point for Africa, the fundamentals underpinning this positive shift have been laid over a longer period of time. With the end of the Cold War, armed conflict across the continent decreased significantly and Africa entered into a new era of economic and political reform. Inflation was brought under control, foreign debt and budget deficits reduced, state-owned enterprises privatised, regulatory and legal systems strengthened, and many African economies were opened up to international trade. A considerably improved business environment, combined with a sustained commodity boom and infrastructure investment, all contributed to an average annual growth rate of approximately 6% in sub-Sahara Africa between 2002 and 2008. Although the global economic crisis has certainly impacted Africa, particularly those economies more integrated into the global economy, most economies seem to have weathered the storm reasonably well. Commodity prices in particular have rebounded strongly (primarily on the back of strong demand from the growing Asian economies) after an initial dip, and the World Bank forecasts a growth rate of between 3.8 and 4.5% for the sub-Saharan region through 2011. Africas role as an exporter of strategic minerals and energy sources will continue to grow, but Africas economic potential also extends well beyond commodity exporting. The telecommunications and banking sectors, for example, are growing rapidly, as is infrastructure spending, and the agricultural sector is likely to boom. This upward growth trend is likely to accelerate over the next ten to 15 years; as a result of a combination of population growth, urbanisation, and continued economic development, consumerfacing sectors such as financial services, telecommunications, retail and consumer products, are likely to experience significant growth. Rising domestic consumption, growing intra-African trade and the increasing diversification of key economies should provide a multiplier effect in terms of increasing domestic growth. In short, most African countries and consumers will continue to become steadily more affluent. (Source: Ernst & Young analysis - Eye on Africa)
Basics:
A foundation (also a charitable foundation) is a legal categorization of non-profit that will typically either donate funds and support to other organizations, or provide the source of funding for its own charitable purposes. The first stage in the life cycle of any organization is its creation. A non-profit organization may be created as a corporation, a trust, or an unincorporated association. Any of these entities may qualify for exemption. Note, however, that a partnership generally may not qualify. To qualify for exemption as a business league under section 501(c)(6) of the Internal Revenue Code, an organization must be an association of persons having a common business interests, whose purpose is to promote the common business interest and not to engage in a regular business of a kind ordinarily carried on for profit. Its activities must be directed to improving business conditions of one or more lines of business rather than performing particular services for individual persons. The organization must have organizing documents. Most organizations also adopt by-laws. It should also apply for an employer identification number, even if it does not have employees.
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Beside all economical interests, the ethical and final goals of the foundation are the following:
1. 2. 3. 4. 5. 6. 7. 8. the prevention or relief of poverty the advancement of education the advancement of religion the advancement of health or the saving of lives the advancement of citizenship or community development the advancement of the arts, culture, heritage or science the advancement of amateur sport the advancement of human rights, conflict resolution or reconciliation or the promotion of religious or racial harmony or equality and diversity 9. the advancement of environmental protection or improvement 10. the relief of those in need, by reason of youth, age, ill-health, disability, financial hardship or other disadvantage 11. the advancement of animal welfare 12. other purposes currently recognised as charitable and any new charitable purposes which are similar to another charitable purpose.
Rule 2 - DEFINITIONS
In these rules, unless the contrary intention appears 'Board' means the Board of Management of the Association; 'meeting' means any meeting of members of the Association convened in accordance with these rules, including a meeting by electronic means; 'member' means an ordinary member or associate member; 'ordinary member' means a member of the Association under rule 6(2), whose membership has not terminated under Rule 8 or Rule 9; 'associate member' means a member of the Association under rule 6(3), whose membership has not terminated under Rule 8 or Rule 9; 'signature' or 'signed' refers to a handwritten signature, an electronic signature (as agreed by the Board), a digital signature (as agreed by the Board), or a typewritten signature submitted from the member's electronic mail address as recorded in the Register of Members and verified by subsequent electronic mail; 'Special General Meeting' means any general meeting of the Association, other than the Annual General Meeting; the 'Act' means the N.S.W. Associations Incorporation Act 1984.
Rule 5 - POWERS
For the purpose of carrying out its objects, the Association may, subject to the Act and these rules: 1. 2. 3. 4. 5. 6. 7. 8. 9. acquire, hold, deal with, and dispose of, any real or personal property; and administer any property on trust; and open and operate bank accounts; and invest the Association's moneys in any security in which trust moneys may, by Act of Parliament, be invested; and borrow money upon such terms and conditions as the Association thinks fit; and give such security for the discharge of liabilities incurred by the Association as the Association thinks fit; and appoint agents to transact any business of the Association on its behalf; and enter into any other contract it considers necessary or desirable; and perform such additional actions as may facilitate the achievement of the Objects and Purposes, and the exercise of the preceding Powers.
Rule 6 - MEMBERSHIP
1. There shall be two (2) classes of membership of the Association. 2. Ordinary Member. Any natural person who supports the Objects and Purposes of the Association may apply for membership of the Association. The application for membership shall be made in writing, signed by the applicant, and shall be in such form as the Board shall prescribe from time to time. Upon the acceptance of the application by the Board and upon payment of the first annual subscription or life membership fee the applicant shall be an ordinary member of the Association. 3. Associate Member. Any unincorporated or not for profit organisation, body corporate or business partnership, which supports the Objects and Purposes of the Association may apply for associate membership of the Association. The application for
membership shall be made in writing, signed by a registered officer of the organisation, body corporate or business, and shall be in such form as the Board shall prescribe from time to time. Upon the acceptance of the application by the Board and upon payment of the subscription fee or life membership fee the applicant shall be an associate member of the Association. 4. The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association.
Rule 7 - SUBSCRIPTIONS
1. Subscription fees for each class of membership shall be determined by the Board. 2. Subscription fees shall be due on 1 July or on a date to be determined by the Board in the first year after incorporation. 3. The Board may determine grounds for waiving, or payment at a reduced rate, of any annual subscription.
1. The affairs of the Association shall be managed by a Board established under these rules. 2. The Board may, subject to these rules and the Act 1. exercise either directly or by delegation all powers and functions of the Association (as outlined by Rule 5), except those reserved to be exercised by a general meeting; and 2. perform all such lawful acts as it considers necessary or desirable to achieve the purposes of the Association. 3. The Officers of the Association shall be a Chair, two Vice-Chairs, a Treasurer and a Secretary. 4. The Board shall comprise of up to twelve (12) ordinary members, five (5) of whom shall be appointed Officers under Sub-Rule 6. 5. Board members elected by an Annual General Meeting shall take office at the conclusion of the Annual General Meeting. 6. Officers of the Association shall be appointed by resolution of the Board following an Annual General Meeting. 7. The Board may appoint an ordinary member to fill a casual vacancy and such a person shall hold office until the next Annual General Meeting.
Rule 11 - ELECTIONS
1. At each Annual General Meeting, sufficient Board members shall retire to ensure that five (5) Board positions are available for election. 2. Board members shall retire in rotation, with those Directors retiring first whose most recent date of election or re-election is oldest, but with the proviso that, in the event that only some Directors who were elected on the same date need to retire in order to make five positions available, then those who are to retire are to be determined by the drawing of lots by the Chair of the Board, in the physical presence of some other person. 3. A retiring Board member shall be eligible to stand for re-election. 4. Notice shall be given to all members of the Association calling for nominations for the election of such Board member positions as are falling vacant. This notice shall be given to all members at least thirty days prior to the AGM. Nominations for all positions shall close twenty-one (21) days prior to the Annual General Meeting. 5. Nominations shall require the assent of the person nominated, and the signatures of two ordinary members, of whom one shall be an officer of the Association. A nomination shall not be valid unless the person nominated is an ordinary member at the date of the meeting at which the election is held. 6. Notice of all persons seeking election to the Board shall be given to all members of the Association with the notice calling the meeting at which the election is to take place. 7. In the event of more nominations being received than available positions, a secret ballot, as determined by the Board, shall be held, with the results being announced at the Annual General Meeting. 8. If only the required numbers of persons are nominated to fill existing vacancies, the Secretary shall report accordingly to the Annual General Meeting, and the chair of the meeting shall declare such persons duly elected as Board members.
6. is absent without apology from more than three consecutive Board meetings, or more than three Board meetings between each Annual General Meeting.
Rule 14 - FINANCES
1. The financial year for the Association shall be from .. 2. The Board shall be responsible for keeping a correct and up-to-date accounting record with full details of all receipts and expenditure connected with the work of the Association. 3. The Treasurer shall present to each meeting of the Board a true and correct financial statement. 4. This financial statement, or summary of the financial statement, shall form a part of the minutes of the meeting at which it is presented. 5. The accounts of the Association shall be published from time to time, as the Board determines.
Rule 15 - FUNDS
1. The funds of the Association shall be derived from annual subscriptions, donations and other sources as the Board determines. 2. All payment instruments must be signed by a Board member or employee that the Board has authorised to do so.
Rule 16 - RULES
1. These rules may be altered or replaced by means of a Special Resolution at a General Meeting. 2. The registered rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all the provisions thereof.
this purpose the Board shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting.
Rule 21 - MINUTES
1. Minutes recording the resolutions and proceedings of each meeting transacting Association business shall be prepared within thirty (30) days after the relevant meeting and kept by the Secretary in a central location. Minutes must record the names of persons present at each meeting. 2. A resolution accepting the minutes as being true and correct, at a subsequent Board or Annual General meeting, shall until the contrary is proved be evidence that the meeting was convened and duly held. Following acceptance of this resolution, the chair of the meeting shall sign the true and correct copy of the minutes and store them as set out in Sub-rule 1.
Rule 23 - PROXIES
1. An ordinary member shall be entitled to appoint in writing the chair of the meeting, or a natural person who is also a member of the Association, to be his / her proxy, and to attend and vote at any meeting of the Association. 2. A member, other than the chair of the meeting, shall not be entitled to exercise more than five (5) proxy votes upon any motion.
Rule 24 - WINDING UP
The Association may be wound up in the manner provided for in the Act.
Rule 29 - MISCELLANEOUS
1. Insurance. The Association may effect and maintain insurance. 2. Custody of Books. Except as otherwise provided by these rules, the Public Officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Association. 3. Inspection of Books. The records, books, Register of Members and other documents of the Association must be open to inspection, free of charge, by a member of the Association at any reasonable hour. ________________________________________________________________________________
period for the foundation member and 25 mio for the foundation. These revenues can be paid either an iterative sequential way (meaning; every month the same amount) at 50% per month or in an accumulated logarithmic way based on 50% monthly proceeds (with non, to limited pay outs), compounded to each and every proceeds of 50% per month in order to raise the base amount continuously for 12 month (duration of the contract) where base amount is equal to the money The member deposited in the foundations principals custodial account (safe keeping account in a TOP 25 World Bank). The foundations 50% share will be used for a consecutive trading within the Platforms Trading Programme as soon as the sum of 100 mio has been reached. Revenues from this new trading will again be split at a 50/50% rate 50% distributed to the foundation members but the 50% for the foundation this time split again in a 25/25 rate. Now 25% will be put aside to be accumulated for an additional trade the other 25 % will be used for humanitarian, educational and cultural projects. The Foundation Board will distribute these funds according to the decision of regular board meetings and on grounds of a unanimous resolution (after a decision by the majority of the Foundation Board has to be discussed). We are talking here about the revenues the initial amount participation money for the Trading Programme still remains blocked for the Trading Programmes participation in the account of the Trading Groups Bank (Commerzbank AG in Germany) and entitles the foundation to evergreens consecutive trading also for new set trading programmes. Please note this quotations: Trading Group Director Governments as well as banks can not trade in PPP programs. However..., we know of many governments that have found ways around this prohibition, e.g. by setting up a foundation, a council or a company with as its charter: "The development of infra structure developments and commercial aspects of the country" - which 'once financed in the right way' again is giving a Proof of Funds for trade connected to projects to be undertaken in line with the charter of that particular foundation! Mind you: this is just an example, as each route is unique to the objective aimed for and can come in all kind of different shapes or formats. Trading Group Director Oh and a Trading Platforms is just a functional group of financial experts typically providing clients with trades, using these trades to make very profitable returns through financial expertise in trading and managing trade agreement's contents, in order to receive the highest level of returns ('best market performance') to be paid out in an account of choice in order to finance projects intended. Private Placement Trading is one of the most lucrative areas of the investment realm. Private Placement Trading is based on the Fractional Reserve Banking system. Private Placement Trading is not hard to understand once you grasp how the fractional reserve banking system works and how it is directly tied to Trading. The only difference is the scale at what takes place with Private Placement Trading. A lot of people say that they have access, but as stated in all above, in reality they do not. Private Placement Trading is just that, very well hidden and totally "Private & Confidential!"
Traders, Traders & Traders = non actual PPP. non actual PPP & real PPP
Many time people ask me what actually is a platform, what can be called a trader and what is a PPP in essence, what is Tier 1, Platinum trading and what are the differences.. Let me try to shine some more light on this jungle here. In fact any one who trades, can be called a trader. Now, we have many kind of traders. Traders in stock, bonds, IBOEs, CMOs, bonds, debentures in general, Forex traders and other traders in money, just to mention a few here. Now
lets describe here the traders in money, that trade bank debentures in order to create you a profit as was promised to you per trading contract with that particular trader. Anyone who is able to set up a credit line, via a bank loan or even from his own money and who can trade bank debentures can actually do a trade and I am not talking Forex trading here. Now are these trades or can these be called PPPs? Well., these lower echelon traders call these PPPs, whether we like it or not! Can they be for any amount? Yes they can as these traders usually (and I say usually) do perform in one way or another. Are these trades supervised NO !! Not at all and so you are at the Mersey of these traders. Many will allow huge asset management contract to eat more then half of what should actually be coming to you as signatory to be eaten away by so called Joint Ventured intermediaries, posing as asset managers or even worse; mandated Traders or other clowns that can and will take advantage from you in one way or an other. No one supervises these trades!! And so as it turns out many times, (way to many times) they go wrong in a terrible way leave alone the unfairness of huge management agreements at the expense of the ignorant client being left many times with a mere 15% to 20% of his deserved 50% as most of these traders also do have the brutality to offer a 60 / 40% on the expense of the client! In short; all reasons to end up in a cluster f*ck of a huge magnitude as is usual the time. These traders are by not being subject to rules and regulations the nowadays rogue traders in conspiracy on behalf of the client with very dubious greed driven self proclaimed asset managers, taken the client for a ride in total. Now how is this at the high level Tier 1 trades? ALL is regulated by law as to how the rights of the trader or trading platform is, the clients protection and all other involved including the program directors. There can only be a trade engagement under very, VERY strict regulations and all under the supervision of the financial bodies such as: Patriot Act, IMF, Basel II & III to come, the FED, ECB etc. etc. The trader MUST travel to arrange the credit line by travel in order to Face to Face arrange the credit lines in the banks at hand as Tier here. These high level traders can not permit themselves go wrong in any way during the entire process or they will get the platforms ass chewed in a terrible way even loosing the entire platform!! Side agreements are forbidden, so are management agreements. Intermediaries are entitled to 1% of the gross trade (platform as well as client) in total. No more !! Unless being given by the client without prior agreements in place. The client will be asked point blank upon having passed DD; if they have closed side agreements. Would they lie they will be exposed from the duration of the trade and forever coming back in per bank citation. The proceeds of these Tier 1, Platinum trades are to be distributed on an 80/20 base. 80% need to be used in projects (as these PPPs were brought in place for in the first case) and 20% of the proceeds can be used at will. The proceeds will be monitored by the central bank of the nation they will be paid out, no matter where in the world (Patriot Act).
( the Tier 1 Trading Programmes director)
Membership fees are voluntarily but should be of a considerable amount, as these fees entitle the members to receive the revenues from the foundations participation in Tier 1 Trades proportionally to their membership fee paid. Every time the total amount of the membership fees amount to a sum of 100 million EURO the Foundation will participate in a new Tier 1 Trade and pay the gains from such a trade in the amount of 50% ( example: membership fee 3 mio = 50% trading results approx. 25 mio the other 50% stay with the foundation and are being used in additional trades. These revenues are to be disbursed for the projects of active members and upon their application and presentation of eligibility criteria. The board members will distribute such funds to the applicants according to the needs, the importance and the feasibility of the investment programmes. Use of a certain amount of Trading revenues for humanitarian, educational and cultural development need INPUT!!!!
" we live in a world of multiple poles of growth where traditional concepts of the Third World are now outdated and where developing countries must have a key role to play as growth drivers and responsible stakeholders"...if we are to have sustainability... Quote: Robert Zoellick, outgoing World Bank president
Each of the classifications has its own set of qualification requirements that must be met. They are very detailed and different for each organization and must be followed precisely in order to qualify. Even after the initial classification, however, a charitable organization under one category can always apply and move to another category as long as it meets the required tests of the code section. It should be noted that despite the category in which the organization qualifies, the private inurement doctrine will apply to all of these organizations strictly prohibiting unauthorized private gain or benefit to disqualified persons. Reasonable salaries for services rendered necessary to the charitable organization and reimbursement of expenses paid on behalf of the charitable organization will be allowed. All charitable organizations should avoid unauthorized private gains to all disqualified persons by the payment of any income, distribution of goods, or providing of service as the Internal Revenue Services is diligent with disqualifying said items and in many cases will impose penalties on organizations and/or individuals involved when the rules are violated. The Five Kinds of Section 501(c)(3) Organizations Under Section501(c)(3) of the code there are five different kinds of organizations that can qualify as a charitable organization. The five kinds of 501(c)(3) charities are: 1. The private independent foundation. 2. 3. 4. 5. The publicly supported entity. The charity supported by gifts, dues and fees. The private operating foundation. The supporting charitable organization.
The Private Independent Foundation A private foundation is a charitable entity formed as a corporation or as a trust by an individual, a family, or a business where it is anticipated that most, if not all of the funding will come principally from one source, that is, one individual, one family, one business. No solicitation of funds from the general public is planned. Most independent private foundations do not conduct directly their own charitable programs, but give to other charitable organizations for this purpose. In completing the application of an organization (Form1023) under Section501(c)(3) to be classified as a charitable organization, the Internal Revenue Service begins on the assumption that all organizations will be classified as private independent foundations unless they meet the qualification requirements of one of the other sections. The private independent foundation has the most restrictive rules of all of the charities. Its income is subject to a two (2%) percent excise tax each year, it is required to distribute five (5%) percent of its investment assets each year for charitable purposes, cannot hold private closely-held corporation stock beyond a limited period of time, cannot engage in any political activities, and has strict rules relating to conflict of interest transactions between the private foundation and any disqualified persons. In addition, the rules relating to deductions on income tax returns for donors are more restrictive if the donation is made to a private foundation than to one of the other four categories. For more information see the report on the private foundation.
The Public Supported Charity This category contains and refers to the largest group of public charities under code Section501(c)(3). The category includes churches and schools and community foundations, and also contains a wide variety of other charitable organizations of various sizes. The tax exempt letter received from the Internal Revenue Service will generally refer to this category under Section501(c)(3) as specifically authorized under subsection509(a)(1) of the code. This is a charity where it is anticipated that principal funding will come from the general public, governmental sources or other agencies or other charitable organizations rather than funding coming principally from one individual, one family, or one business. Solicitation of funds from the general public is usually planned for in this type of an organization. By and large this type of organization conducts its own charitable programs directly, but often joins with other nonprofit agencies to reach charitable goals. This classification of a publicly supported organization must meet one of two tests to qualify initially and to stayed qualified: 1. At least one-third of its total support must come from donations from the public, that is, individuals, charitable entities, corporations, or government and membership dues - - or 2. Public support from individuals, organizations, or government must equal at least ten (10%) percent of total support and it must show by facts and circumstances that it operates like a public charity with respect to the persons on the board of directors and to the extent services are available to the general public. It should be noted that contributions from individuals, trusts, or corporations that exceed two (2%) percent of total support will not count in meeting the thirty three and one-third (33-1/3%) percent or the ten (10%) percent requirement of public support. As with all categories the rules are very detailed and can be complex and must be carefully reviewed and followed. For more information see the report on the publicly supported charity. The Charity with Support from Donations and Dues, Fees or Payment for Services This charity under Section501(c)(3) will be referred to in the qualification letter as a subsection509(a)(2) organization. In general two tests must be met to qualify under this subsection, namely: 1. The public support test where the charity must receive more than one-third (1/3) of its support from any combination of gifts, dues, membership fees, and receipts from admissions, sales of merchandise, or performance of services - - - and 2. The organization must show that its investment income and any unrelated business income does not exceed more than one-third (1/3) of total support.
The rules are very technical and complex and must be followed precisely. Under this classification we will find a wide variety of organizations that provide charitable services for a fee as well as some thatrealize a substantial amount of income from admissions, sales of merchandise, or performance of services.
The Supporting Charitable Organization This classification of charitable organization will be referred to as qualifying under subsection 509(a)(3) of the code. A supporting organization has been sometimes compared to a barnacle that attaches itself and supports another public charity or charities and in effect acquires the public charity status of the organization it supports. The tests and requirements are very complex, but in summary they are: 1. A purpose test requiring the organization to benefit or carryout a purpose of the parent organization; and 2. The control test requiring that the supported organization control the entity. 3. The Private Operating Foundation This classification is a foundation but it is classified by the Internal Revenue Service as an operating foundation formed principally to operate or to conduct a specific charitable program. Unlike the private independent foundation which generally will grant its funds to other charitable organizations to conduct the charitable activity, the operating foundation conducts its own charitable programs either alone or sometimes in partnership with other entities. Foundations which operate a museum, theater or arts center, or any other charitable activity conducted directly by the foundation can be classified as an operating foundation. Report prepared by The Foundation Law Center
NORDIC TRADER
Concept and idea for foundation WE BUILD AFRICA: Andreas Abraham / NORDIC TRADER [email protected] SKYPE: nordictrader http://de.linkedin.com/in/algaenova