.
Private Fund
Limited Partnership Agreement:
Initiative for Housing and Development in Africa, LLP.
(IFHDA, pflp)
ARTICLE I – The Private Fund Limited Partnership (PFLP) Name and Purpose:
The name of The PFLP shall be the Initiative for Housing and Development in Africa, hereafter referred to as the “IFHDA”. The PFLP may also be identified by the short title “IFHDA”. The IFHDA is formed exclusively as a philanthropic collective investment fund scheme, as defined in section 235 of the UK Financial Services and Markets Act 2000 (FSMA). The fund is established to be deployed for the purposes of promoting/enhancing and propagating the development of affordable agro-allied affordable housing, the promotion and engendering of the building maintenance ethic in the body politic and other allied poverty alleviation strategies on the African continent within the meaning of both Section 501C(3) of the United States of America Internal Revenue Code and applicable UK Income Tax law specifically for the purpose of promoting and developing by self help methods, efforts to aid, assist and uplift - the underprivileged and rural dis-advantaged in Africa - as an exemplar of philanthropic capitalism.
ARTICLE II – General Provisions
Section 1.
The objectives of The PFLP are to:
a.) Establish a private not for profit financial limited partnership/ collective investment scheme, which is designed to enable the fostering, maintenance and strengthening of a sense of fraternity among Africans in the diaspora as well like minded people sympathetic to the African poverty problem and other Africans on the mother continent by providing a forum for continued education and professional development.
b.) Fund the strengthening of the relationships and personal contacts between Africans at home and those marooned in the Diaspora and sympathetic minded philanthropists and like minded African professionals, whilst facilitating the transfer of experience and knowledge from the former to the latter.
c.) Promote support in the developmental activities of sympathetic philanthropist and able minded African professionals and promotion of a maintenance culture mind set on the Continent.
d.) Promote interest and provide support for activities by sympathetic philanthropists and able minded African professionals in the alleviation of poverty on the African Continent through the implementation of self help stratagems, particularly in the fields of education, health, building maintenance and sustainable housing provision.
Section 2.
To meet these objectives, the IFHDA shall conduct meetings and symposia, fund research and Non Governmental endeavor, issue correspondence and appropriate publications and publish information pertaining to the above of mutual interest to IFHDA members.
ARTICLE III – Policy
Section 1.
The IFHDA is a private and not for profit private financial limited partnership and, therefore, has no official relationship between its activities and the official positions/duties of any corporations or individuals who may be members or participants.
Section 2.
A copy of this partnership document and any of its associated By-Laws/Agreement Codicils shall be kept at all times in the building constituting The PFLP’s principal place of business and/or such other places as shall house business offices of the Private Fund Limited Partnership, and all individuals and/or companies with whom The PFLP transacts business shall take strict and careful notice of the provisions of this Partnership Agreement document.
Section 3.
The Limited Partnership Fund Agreement may be amended by majority vote of the General Membership present at any meeting called by the Board of Directors. Final adoption of any amendment voted by the General Membership is contingent upon legal review to ensure that The PFLP’s status, as a Private Fund Limited Partnership, remains intact.
Section 4.
By-Laws/Partnership Agreement Codicils may be enacted or amended by majority vote of the Board of Directors at any of their regularly scheduled or special meetings.
Section 5.
In furtherance of its objectives, no use of the net earnings of the Private Fund Limited Partnership shall benefit any officer or member. Also, no activities of The PFLP shall be for the purpose of influencing government legislation or intervening (including publishing or distributing statements) in political campaigns on behalf of any candidate for public notice.
ARTICLE IV – Fund Membership.
Section 1.
Membership in The PFLP shall be voluntary. There shall be three classes of membership. Categories (a) and (b) shall constitute the General Membership.
a.) Regular Membership: Possess empathy with and intellectual understanding of the stated UN millennium development goals MDGs or the plight of the dis-advantaged poor in black Africa, with a certain understanding that the issues have to be addressed principally by Africans, themselves, along with assistance from the few men/corporate bodies of goodwill, who appreciate that African Attitudes have to change, through utilizing innovative approaches to the 4 identifiable ‘key issues’ encompassing housing and housing ownership in the region.
- and that change starts when some-one sees the first step. The IFHDA ‘approach’ to housing delivery from this quadrangular stance will take a ‘first step’ by using the paradigm innovation to bring about the setting up of Agro-Allied communities or villages that will embrace collective farming or other sustainable income generation activities – to enhance the sustainability of the communities.
b.) Student/Associate Membership: Be officially enrolled as a student in good standing in sympathetic philanthropist and able minded African professionals; be the surviving spouse of any regular member;
c.) Honorary Membership: Persons not otherwise eligible for membership who have:
(1) made an outstanding contribution to development in Africa or to sympathetic philanthropists and able minded African professionals, and
(2) been nominated for Honorary membership by a member of the Board of Directors and approved by that body for such membership.
Honorary Members have the right to speak at meetings, but do not need to pay fees or assessments, make motions, vote, or hold any IFHDA office.
Section 2.
Regular and Student/Partnership memberships shall be conferred upon eligible persons upon their application and payment of prescribed membership fees (reference Article X) to the Vice President for Finance of The PFLP. Honorary membership shall be conferred without regard to payment of fees. Membership shall be terminated upon written request of the member concerned, death or any other valid cause (e.g., member brings discredit upon sympathetic philanthropists and able minded African professionals or the IFHDA itself) as determined by the Board of Directors.
Section 3.
Any member failing to pay duly authorised fees and assessments within a period of time to be fixed by the Board of Directors shall be suspended. If this cause for suspension is not rectified within one year from date of delinquency, the member shall be dropped from the membership rolls of the IFHDA.
Section 4.
A member who resigns, is suspended without reinstatement, or is denied the privilege of further membership shall forfeit all privileges in the IFHDA and all rights in IFHDA assets.
Section 5. All Regular members shall be eligible to hold office and to vote at membership meetings.
Section 6.
Membership in The PFLP shall not be based upon race, color, religion, sex, age or national origin.
ARTICLE V – Governing Body
Section 1.
The IFHDA shall be governed by the Board of Directors (BOD), the composition of which shall be:
a.) Elected Officers
b.) Immediate Past Executive Vice President
c.) Appointed Officers (e.g., Standing Committee Chairpersons)
Section 2.
The BOD shall meet annually and at such additional times as the Executive Vice President may direct.
Section 3.
The BOD shall exercise all powers not specifically granted to other persons or bodies by this Partnership Fund Agreement and shall have the power to set up such Standing Committees, as may be considered appropriate to consider and deliberate upon specified aspects of its functions which same decisions shall be considered valid and binding decisions of the BOD itself, subject to written engrossment by the BOD EVP and any of the Chairpersons or their designates.
ARTICLE VI – Officers
Section 1.
The Elected Officers of The PFLP, each of whom must be a Regular member in good standing, shall be the:
Section 2.
Executive Vice President.
In the absence of any of the Co-Chairpersons, the Executive Vice President shall preside at Partnership meetings. The EVP shall coordinate the periodic IFHDA luncheon/Dinner to include selection of venue and meal, coordinate the guest speaker, prepare the luncheon/Dinner brochure, arrange the guest speaker, gift and write follow-up thank you notes to guest speakers. The EVP shall liaison with the BOD in the coordination of Special Events (extracurricular activities, and seminars), as appropriate and speak for the PFLP, at Public Relations events.
Section 3.
Vice President for HR Support & Finance.
The Vice President for Support shall preside at Partnership meetings in the absence of any of the Co Chairpersons and the EVP. The VP for Support shall take reservations for the periodic IFHDA luncheon, provide final count of attendees to establishment and coordinate to ensure all monies are collected for confirmed reservations. The VP for Support shall also serve as custodian of the IFHDA Partnership Fund Agreement, seal, documents, and official papers; issue notices of meetings; and record minutes at various gatherings and meetings, as needed. The VP for Support shall promote awareness and visibility of the IFHDA and handle all HR matters. He/She shall also maintain The PFLP’s finances to include: (2) receipt and deposit of all IFHDA monies; (b) payment of just bills; (c) entering transactions into and maintaining books of account; and (d) making appropriate reports of the financial condition of the IFHDA to the Chairpersons, the Board of Directors and members attending General Membership meetings.
Section 4.
Vice President for Membership.
The Vice President for Membership shall update and maintain membership rosters, and solicit, promote and encourage additional membership.
Section 5.
Vice President for Information Technology.
The Vice President for Information Technology (IT) shall be the web master for the IFHDA web pages. The VP for IT shall maintain a distribution list of IFHDA members and provide email notification of luncheons, events and other information, as required. The VP for IT shall liaison with operational management to ensure the IFHDA web page is a focal point for news and current events for both IFHDA members, corporate members and current students, as well as providing a communications medium for teleconferencing, email and all other IT needs of the Private Fund Limited Partnership.
Section 6.
IFHDA Class Leaders.
Duly appointed Class Leaders shall: (a) maintain a current list of members of their respective IFHDA classes; (b) provide changes of address and status to the VP for Membership and VP for Information Technology; and (c) correspond with each class member at least annually to solicit current personal information for publication to IFHDA fund members.
ARTICLE VII – Duties of the Officers
Section 1.
Overall administrative and operational oversight of the activities, endeavours and the every day business of The PFLP shall be exercised by the EV President, aided by the other Elected Officers, and shall be in accordance with the policies and procedures adopted by the Board of Directors. The Chairpersons of the PFLP shall be one of the regional Co-Chairpersons/Vice Chairperson of the Board of Directors, in rotation and shall preside at all meetings of The PFLP or Board of Directors, that are held within their region. (with any or both of the other 2 Chairpersons/Vice Chairpersons in attendance) The Chairpersons/Vice Chairperson(s) shall also:
a.) execute such papers as shall require his/her signature relating to his/her region.
b.) be (either personally or through his designated representative) be an ex-officio member of all committees or other properly constituted bodies of the PFLP within their region and may, at his/her pleasure, examine their minutes, records, and books
c.) exercise general supervisory control over all other IFHDA officers
d.) biennially appoint an Auditor or Audit Committee to examine the IFHDA financial and membership records and to issue a report of findings to the Board of Directors.
ARTICLE VIII – Elections and Voting
The officers shall be elected from a slate of nominations by majority vote of the General Membership present at a meeting. The nomination slate shall be prepared in open forum and shall consist of no more than three nominees for each office. Proxy voting will be permitted for voting members who are unable to attend General Membership meetings.
ARTICLE IX – Standing Committees
Section 1.
The BOD shall be empowered to create ad hoc committees as necessary to carry out business and activities of The PFLP, either on a regional or global level. Ad hoc committee chairpersons shall be appointed by the appropriate Regional Chairperson/Vice Chairperson and shall remain in office at the pleasure of the said regional Chairperson/Vice Chairperson.
Section 2.
Standing Committee Chairpersons may recruit members for their committees, as they desire, subject to the concurrence of the appropriate regional Chairperson. Committee Chairpersons shall advise the regional Chairperson/Vice Chairperson, the Executive Vice President and the Board of Directors on matters within their purview.
Section 3.
Standing Committee Chairpersons and committee members shall receive no compensation from The PFLP for serving in such capacity. When so authorised, they may be reimbursed for expenditures they incur on behalf of The PFLP.
ARTICLE X – Method of Financing
Section 1.
The PFLP administration shall be financed through annual membership dues, gifts and other innovative fund raising activities. The IFHDA membership year is 01 April through 31 March (fiscal year basis), regardless of the date of membership application.
Section 2.
Effective upon adoption of this Charter, the dues schedule for each fiscal year shall be:
a.) Regular Membership Individuals/Limited partners - $ 100.00
b.) Corporate / Limited partners - $ 2,500.00
c.) Student/Associate Membership - $ 10.00
d.) Lifetime Membership - $ 5,000.00
Section 3.
Student/Associate membership will be valid for one year from the date of enrollment after which time membership renewal will be as a Regular member for those individuals who remain eligible for continued membership. Lifetime Membership will be valid for the life span of the member. The fee schedule may be changed to maintain the financial integrity of The PFLP by majority vote of the Board of Directors as ratified by the membership.
Section 4.
The PFLP may accept gifts and monetary donations from its members/limited partners when such gifts aid in the operation of The PFLP and are consistent with its purpose and objectives
Section 5.
An independent, qualified auditor shall audit The PFLP at least every two years. The auditor may be a member of The PFLP, but may not have held any Partnership office.
Section 6.
Upon dissolution of the IFHDA, all bona fide debts shall be paid and any residual funds shall be donated to be used specifically and exclusively for sympathetic philanthropists and able minded African professionals.
ARTICLE XI – Taxes
The PFLP shall only engage in activities permitted under the provisions of Sections 501C(3) and 170C (2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Code) and applicable UK Income Tax law as The PFLP is a not-for-profit partnership – with any apparent profits being deployed for the aforementioned philanthropic purposes, solely.
The PFLP shall secure tax-exempt status from appropriate USA Federal, State, and local taxing authorities through full and proper registration. Similar tax exempt status will be sought for the UK operations.
ARTICLE XII- Insurance Coverage
The PFLP shall consider acquiring liability insurance coverage for Partnership officers while lawfully performing Partnership business in an official capacity as provided for in the Charter/ Private Fund Limited Partnership Agreement.
ARTICLE XIII – Local Chapters
Since the IFHDA is essentially composed of members residing in the African Diaspora the Board of Directors will consider establishment of local, regional chapters to be called Classes. Establishment of such chapters will be considered for approval upon receipt of a petition with signatures of at least five eligible potential members. These Chapters will be known as Classes and each class leader will be entitled to a seat on the BOD.
ARTICLE XIV – Meetings and Quorums
Section 1.
The Board of Directors shall meet at least bi-annually and at the call of any of the Chairpersons. Three members of the BOD shall constitute a quorum, and the action of the BOD shall be by a majority vote of the total members present. The PFLP EVPresident shall ensure that all BOD members are provided with reasonable notice of the time, date, and location of all BOD meetings.
Section 2.
The BOD shall recruit and make a 5 year offer of employment to an upstanding Project Manager and Development Professional individual who has knowledge of Affordable Housing delivery, and who will by invitation serve as an Honorary member of the BOD and Director of Operations. The Director of Operations, IFHDA, shall be entitled to attend and speak at all meetings of The PFLP Board of Directors (without voting rights) and will be the initial sole paid employee and initial general partner of the IFHDA pflp. His/Her remuneration and that of any Operational Staff, he co- opts/hires to work with him (always subject to BOD Approval) will be fixed by the BOD. He/She is mandated to present a budget for day to day running of the Operational Secretariat, which must be approved subject to any amendment, at the first Board of Director’s meeting, subsequent to its submission. Upon Approval, this Operational Budget will be the yardstick for Annual Expenditure by the IFHDA. The Operational Performance of the Director of Operations shall be directly monitored and evaluated by the VP (HR Affairs & Finance) who will make annual report upon same to the BOD.
Section 3.
The BOD may also offer any corporate representative, from among those eligible for Regular membership in The PFLP, an invitation to serve as an Honorary member of the BOD. The Corporate Representative/s shall be entitled to attend and speak at all meetings of the Board of Directors, in an Advisory Capacity without a vote. Normal membership fees or dues shall be required.
Section 4.
The general membership of The PFLP shall meet at least annually at a time and place determined by the Board of Directors. All business transacted, a statement of financial conditions, and a record of the election of officers and amendments to this Partnership Fund Agreement, as appropriate, shall be entered in the minutes. The Board of Directors shall ensure that all members are provided with reasonable notice of time, date, and location of General Membership Convention.
ARTICLE XV – Fund Activities.
Section 1.
The PFLP shall engage in fund raising activities appropriate to deploy same against advancing the objectives of The IFHDA as determined by the BOD, in such a manner as outlined below:
Section 2. PRIVATE SECTOR INITIATIVES
Section 3. HOMELESSNESS.
3.1 To assiduously promote initiatives to combat homelessness in Africa and to deal with the issue so effectively that it becomes a continental problem of manageable proportions.
Section 4. COMMUNITY DEVELOPMENT
4.1 . To initiate the provision of specialised dwellings including hospitals and medical facilities and/or adaptations to mainstream housing stock that meet the need of elderly peoples and people with dis-abilities, on the African continent.
Section 5. EQUAL OPPORTUNITIES
5.1 To offer equality of opportunity in all aspects of the housing and development initiatives, regardless of sex, race or disabilities.
Section 6. IFHDA’S OWN ‘MODEL’ VILLAGE HOUSING STOCK
Section 7. OTHER
7.1 The Conduct of periodic symposia, conferences, and meetings of The PFLP to promote developmental and professional development of its current and prospective members.
7.2 The Conduct of extracurricular activities (e.g., academic, cultural or sporting events) to promote esprit de corps among IFHDA members and between the IFHDA and other like minded NGOs.or other Multi Lateral Organisations.
7.3 The Publication of an IFHDA Newsletter (Web Based) to promote fraternity among PFLP members, to transmit useful information on matters of developmental and professional development, and to conduct PFLP business, as and when due.
7.4 To recognize and explore synergies in fund raising with outstanding alumni, student, and faculty members of sympathetic allied philanthropic foundations, individual well wishers, no governmental organisations (NGOs) and able similar minded African professionals.
Section 8.
Notwithstanding any other provisions of the Partnership Fund Agreement, The IFHDA shall only engage in activities permitted under the provisions of Sections 501 © (3) and 170 © (2) of the USA Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Code and appropriate UK Law, with regard to not for profit fund raising.
ARTICLE XVI – Awards and Gifts
The PFLP may give awards of certificates and material objects. Material objects shall be an appropriate symbol of the founding principles of The PFLP and shall not exceed $55.00 per object. The PFLP may also bestow gifts to sympathetic philanthropists and able minded African professionals. No single gift shall exceed $500.00 in value and any such gift shall be approved by a majority vote of The PFLP’s Board of Directors.
ARTICLE XVII – Amendments
Section 1.
This Partnership Fund Agreement may be amended by a two-thirds vote of the Regular members present at a General Membership Meeting.
Section 2.
Amendments will only be recognised by The IFHDA Chairpersons if they have been previously submitted to the Board of Directors and published to the membership at least thirty days prior to a General Membership meeting.
ARTICLE XVIII – Effective Date
This Partnership Fund Agreement supersedes any Partnership Fund Agreement adopted previously and shall become effective immediately upon adoption by a two-thirds vote of the Regular members assembled at a General Membership meeting or appropriate signatures therefrom.
ARTICLE XIX – Dissolution
The PFLP shall be dissolved by a majority vote of the Board of Directors.
Upon dissolution, all funds in the treasury will be used to meet any outstanding debts, liabilities, or obligations. The balance of these assets will be disposed of in accordance with Article X. (Section 6)
As signed into Existence:
Founding Regular Member
Charlotte Callicott.
Bucks, UK.
Founding Regular Member (Board of Directors)
EXECUTIVE VICE PRESIDENT designate.
Nina Okagbue.
Ottawa, Canada.
Founding Regular Member (Board of Directors)
Adesanya Keith Hyde.
Olney, MD USA.
Founding Regular Member (Board of Directors)
Frederick Pratt-Davies
Piscataway, NJ USA.