Moyo Africa Foundation

Forward with Rural Developments

Moyoaf by laws

BYLAWS

of

Moyo Africa Foundation

an Arizona nonprofit corporation

(Adopted on 20, 2014)
TABLE OF CONTENTS

                                                                                                                                                    Page

ARTICLE I             Offices............................................................................................................ 1

Section 1.     Organization................................................................................................... 1

Section 2.     Offices............................................................................................................ 1

Section 3.     Known Place of Business............................................................................... 1

ARTICLE II            Members......................................................................................................... 1

ARTICLE III          Purpose........................................................................................................... 1

ARTICLE IV          Directors......................................................................................................... 2

Section 1.     Powers of Directors........................................................................................ 2

Section 2.     Number........................................................................................................... 2

Section 3.     Election, Qualification, Designation and Appointment of Directors............. 2

Section 4.     Qualifications of Directors............................................................................. 2

Section 5.     Ex Officio and Honorary Members................................................................ 2

Section 6.     Term of Office................................................................................................ 2

Section 7.     Resignation..................................................................................................... 2

Section 8.     Vacancies........................................................................................................ 2

Section 9.     Removal.......................................................................................................... 3

Section 10.   Quorum........................................................................................................... 3

Section 11.   Manner of Acting........................................................................................... 3

Section 12.   Meetings......................................................................................................... 3

Section 13.   Notice............................................................................................................. 3

Section 14.   Action Without a Meeting.............................................................................. 3

Section 15.   Compensation and Expenses.......................................................................... 3

Section 16.   Presumption of Assent.................................................................................... 4

Section 17.   Vote by Proxy................................................................................................. 4

Section 18.   Standard of Conduct...................................................................................... 4

ARTICLE V            Committees..................................................................................................... 4

Section 1.     Standing and/or ad hoc Committees.............................................................. 4

Section 2.     Committee Changes........................................................................................ 4

Section 3.     Tenure............................................................................................................. 4

Section 4.     Meetings and Actions..................................................................................... 5

Section 5.     Limitations on Committee Authority............................................................. 5

ARTICLE VI          Officers........................................................................................................... 5

Section 1.     Number........................................................................................................... 5

Section 2.     Election and Term of Office........................................................................... 5

Section 3.     Resignation..................................................................................................... 5

Section 4.     Removal.......................................................................................................... 5

Section 5.     Vacancies........................................................................................................ 5

Section 6.     President and Chief Executive Officer.......................................................... 5

Section 7.     Chairman of the Board................................................................................... 5

Section 8.     Secretary......................................................................................................... 5

Section 9.     Treasurer......................................................................................................... 6

Section 10.   Vice Chairs..................................................................................................... 6

Section 11.   Compensation and Expenses.......................................................................... 6

Section 12.   Standard of Conduct...................................................................................... 6

ARTICLE VII         Contracts, Loans, Checks and Deposits......................................................... 7

Section 1.     Contracts......................................................................................................... 7

Section 2.     Loans.............................................................................................................. 7

Section 3.     Checks and Other Instruments....................................................................... 7

Section 4.     Deposits.......................................................................................................... 7

ARTICLE VIII       Corporate Seal................................................................................................ 7

ARTICLE IX          Waiver of Notice............................................................................................ 7

ARTICLE X            Amendment of Bylaws.................................................................................. 7

ARTICLE XI          Nonprofit Operation....................................................................................... 8

ARTICLE XII         Indemnification.............................................................................................. 8

Section 1.     Conditions to Indemnification....................................................................... 8

Section 2.     Limitations on Indemnification. Outside Directors........................................ 8

Section 3.     Other Directors and Officers.......................................................................... 8

Section 4.     Expenses of Litigation.................................................................................... 8

Section 5.     Advancement of Expenses............................................................................. 9

Section 6.     Determination and Authorization................................................................... 9

Section 7.     Court Ordered Indemnification...................................................................... 9

Section 8.     Other Indemnification.................................................................................. 10

Section 9.     Scope of Indemnification............................................................................. 10

Section 10.   Insurance....................................................................................................... 10

Section 11.   Notice........................................................................................................... 10

Section 12.   Subrogation................................................................................................... 10

Section 13.   Survival of Indemnification.......................................................................... 10

Section 14.   Severability................................................................................................... 11

ARTICLE XIII       Conflict of Interest....................................................................................... 11

Section 1.     Purpose......................................................................................................... 11

Section 2.     Definitions.................................................................................................... 11

Section 3.     Procedures.................................................................................................... 12

Section 4.     Records of Proceedings................................................................................ 13

Section 5.     Annual Statements........................................................................................ 13

Section 6.     Periodic Review............................................................................................ 13

Section 7.     Use of Outside Experts................................................................................ 14

CERTIFICATE       ...................................................................................................................... 15

CONFLICT OF INTEREST STATEMENT................................................................................ 16

 


BYLAWS

OF

Moyo Africa Foundation

an Arizona nonprofit Corporation

 

ARTICLE I
Offices

Section 1.        Organization.  Moyo Africa Foundation (“Moyo Africa Foundation”) is a nonprofit corporation organized under the laws of the State of Arizona.

Section 2.        OfficesMoyo Africa Foundation shall maintain its principal office in Florence, Arizona or such other place within the State of Arizona as determined by the Board of Directors or as the business of Moyo Africa Foundation may require from time to time where all business of Moyo Africa Foundation may be transacted.

Section 3.        Known Place of Business.  The known place of business of Moyo Africa Foundation, as required by A.R.S. § 10-3501 to be maintained in the State of Arizona, may, but need not, be identical with the office of its statutory agent in the State of Arizona.  The address of the known place of business may be changed from time to time by the Board of Directors in accordance with A.R.S. § 10-3502.

ARTICLE II
Members

            Moyo Africa Foundation shall not have members.

ARTICLE III
Purpose

            Moyo Africa Foundation solicits, manages, and distributes funds and resources to further the welfare and economic security of families and individuals experiencing poverty in Sub-Sahara Zambia especially at Kanyuka Village and surrounding villages in chief Ndake, in Nyimba District in Zambia. These services and resources include but are not limited to housing, utility, agriculture, education, medical care, transportation, clean water, support assistance, and such other services that assist families and individuals into better lives and sustainable businesses. Moyo Africa Foundation will partner with other non-profit organizations, governments, traditional leaders and the rural community to provide high quality sustainable services that promote real rural community development to the public.Moyo Africa Foundation shall deliver its charitable purpose in a nonsectarian way without regard to any potential recipient’s stated or implied faith or religious affiliation or lack thereof.      

ARTICLE IV
Directors

            Section 1.        Powers of Directors.  The powers of Moyo Africa Foundation shall be exercised, and the business and affairs of the organization shall be managed by its Board of Directors, subject to any limitation which may be set forth in the Articles of Incorporation.

 

Section 2.        Number.  The Board of Directors shall always consist of at least five (5) but no more than twenty (20) directors.  Subject to the foregoing limitations, the number of directors may be altered from time to time by a duly adopted resolution of the Board of Directors, provided that no decrease shall have the effect of shortening the term of any incumbent director.

Section 3.        Election, Qualification, Designation and Appointment of Directors.  The Board of Directors as provided in the Articles of Incorporation shall elect the first Board of Directors at the organizational meeting.  Thereafter, the Board of Directors at its annual meeting shall elect directors whose terms are due to expire, and each director elected shall hold office for the term for which he or she is elected or until his successor is elected or until his or her earlier death, resignation, or removal.  Each director shall have one vote for each directorship to be elected.  The nominee receiving the highest number of votes in the election for each directorship shall be elected to the Board.

Section 4.        Qualifications of Directors.  Any individual, whether or not a resident of the State of Arizona, is qualified to serve on the Board of Directors if duly elected in accordance with these bylaws. 

Section 5.        Ex Officio and Honorary Members.  The Board may also appoint such honorary directors for such terms as they may deem proper, but said honorary directors thus appointed shall be without vote.

 

Section 6.        Term of Office.  The term of office of each director shall be four (4) years.  At each annual meeting, all of the directors, except appointed or designated directors, if any, shall be elected for a term of four (4) years.  The Board of Directors may from time to time by duly adopted resolution change the term of the directors.

Section 7.        Resignation.  Any director of Moyo Africa Foundation may resign at any time, by giving written notice thereof to the Board of Directors, its presiding officer.  Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date or event and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.  If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

Section 8.        Vacancies.  Any vacancy occurring in the Board of Directors by reason of death, resignation, or removal, or any directorship to be filled by reason of an increase in the number of directors, shall be filled in accordance with other provisions of these bylaws and by the affirmative actions of the organizations and individuals responsible for the appointment of members to the Board of Directors.

Section 9.        Removal.  A director may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of a majority of the directors.

Section 10.      Quorum.  A majorityof the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such number is present at a meeting, the majority of the directors present may adjourn the meeting from time to time without further notice.  If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.

Section 11.      Manner of Acting.  At any meeting at which a quorum was present when the meeting was convened, the act of the majority of the directors present when a vote is taken shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or as otherwise provided in these Bylaws.  Any provisions hereof requiring approval of a majority of the full Board shall require consent by one more than half the number of directors then serving on the Board, notwithstanding the number of directors present at the meeting at which such action is presented for a vote.

Section 12.      Meetings.  Meetings of the Board of Directors shall be held at such time, on such day, and at such place as the Chairman of the Board or a majority of the Board of Directors shall designate, and may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or otherwise apprehend and follow the actions of the participants in a meeting, their participation in such a meeting to constitute presence in person.

 

Section 13.      Notice.  Notice of any meeting shall be delivered at least four (4) days previous thereto by written notice delivered personally, by mail or by any other commercially acceptable means of business communication to each director at his or her address.  If mailed, such notice shall be deemed to be delivered four business days after deposit in the United States mail, so addressed, by certified delivery with postage prepaid.  Notice of any meeting may be one (1) day previous if delivered personally, by facsimile, via email or by any other means sufficient to provide adequate notice.  Any director may waive notice of any meeting.

Section 14.      Action Without a Meeting.  Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all directors entitled to vote consent thereto in writing specifically setting forth such action taken.  Such consent shall have the same effect as a unanimous vote.

Section 15.      Compensation and Expenses.  Directors shall serve as such without compensation.  Expenses incurred in connection with the performance of their official duties may be reimbursed to directors upon approval of the Board of Directors.  A director shall not be precluded from serving the organization in any other capacity nor from receiving compensation for such services.

Section 16.      Presumption of Assent.  A director of  who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless he or she objects at the start of the meeting or promptly on the director’s arrival to holding the meeting or transacting business thereat; his or her dissent or abstention from the action taken is entered in the minutes of the meeting; or unless he or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to Moyo Africa Foundation before 5:00 p.m. on the next business day after the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 17.      Vote by Proxy.  There shall not be votes cast by proxy.

Section 18.      Standard of Conduct.  A director shall discharge his or her duties as a member of the board, including but not limited to the duties of such member as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of Moyo Africa Foundation.  In discharging his/her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other data, if prepared or presented by any of the following: (1) one or more officers or employees of Moyo Africa Foundation whom the director reasonably believes are reliable and competent in the matters presented; (2) legal counsel, public accountants, or other person as to matters the director reasonably believes are within the person’s professional or expert competence; and (3) a committee of or appointed by the Board of Directors of which the director is not a member if the director reasonably believes the committee merits confidence.  A director is not acting in good faith if the director has knowledge that makes reliance on any of the above unwarranted.  The creation or delegation of authority to or action by a committee of the Board does not alone constitute compliance with a director’s standard of conduct. 

ARTICLE V
Committees

Section 1.        Standing and/or ad hoc Committees.  The Board of Directors, by resolution adopted by a majority of the directors, may designate and appoint one or more committees, each of which shall consist of one or more directors, which committees, to the extent provided in the authorizing resolution, shall have and exercise the authority of the Board of Directors in the management of Moyo Africa Foundation .

Section 2.        Committee Changes.  The Board of Directors, with or without cause, may dissolve any committee or remove any member thereof at any time.  The Board of Directors shall also have the power to fill vacancies in any committee.

Section 3.        Tenure.  Each member of a committee shall continue as a member thereof until the expiration of his or her term as a director or his or her earlier resignation or death, unless sooner removed as a member or as a director.

Section 4.        Meetings and Actions.  All of the provisions of these Bylaws governing meetings and notice, waiver, quorum and voting requirements of the Board of Directors also apply to committees and their members.

Section 5.        Limitations on Committee Authority.  Each committee of the Board may exercise the authority of the Board to the extent specified by the Board of Directors, provided that a committee shall not take any of the following actions:  (1) authorize distributions; (2) fill vacancies on the Board of Directors or on any of its committees; (3) adopt, amend, or repeal bylaws; and (4) fix the compensation of directors for serving on the Board of Directors or any committee thereof.

ARTICLE VI
Officers

Section 1.        Number.  The officers of Moyo Africa Foundation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer.  With the exception of the President, any two or more offices may be held by the same person.

Section 2.        Election and Term of Office.  The officers of Moyo Africa Foundation shall be elected for three years by a vote of the majority of the Board of Directors at the annual meeting of the Board of Directors.  Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her earlier death, resignation, or removal.

Section 3.        Resignation.  An officer may resign at any time by delivering notice to Moyo Africa Foundation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.  If a resignation is made effective at a later date or event and Moyo Africa Foundation accepts the later effective date, its Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date. 

Section 4.        Removal.  Any officer or agent may be removed, with or without cause, by a vote of the majority of the full Board of Directors whenever in its judgment the best interests of Moyo Africa Foundation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.        Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office, or any other reason, may be filled by a vote of the majority of the full Board of Directors for the unexpired portion of the term.

Section 6.        President.  The President of Moyo Africa Foundation shall preside at all meetings and shall have general charge and control of the affairs of Moyo Africa Foundation, subject to such regulations and restrictions as the Board of Directors shall from time to time impose.

Section 8.        Secretary.  The Secretary shall (a) keep the minutes of all meetings and proceedings of the Board of Directors, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) have charge of all the corporate books and records except for such financial books and records as are the responsibility of the Treasurer, (d) have charge of the seal of Moyo Africa Foundation, if any, and see that such seal is affixed to all documents the execution of which on behalf of Moyo Africa Foundation  under its seal is duly authorized, and (e) in general perform all of the duties as, from time to time, may be assigned to him or her by the Chairman or Board of Directors.

Section 9.        Treasurer.  The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of Moyo Africa Foundation, and all financial books, records and accounts of Moyo Africa Foundation, (b) receive and give receipts for monies due and payable to Moyo Africa Foundation from any source whatsoever, and deposit all such monies in the name of Moyo Africa Foundation in such banks, trust companies or other depositories as shall be selected by the Board of Directors, and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chairman or by the Board of Directors.

Section 10.      Vice President(s).  The Board of Directors may elect one or more Vice Presidents.  In the absence of the President or in the event of his or her death, inability, or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties and exercise the powers of the President and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  Any Vice President shall have such powers and perform such duties as, from time to time, may be assigned to him or her by the President or the Board of Directors.

Section 11.      Compensation and Expenses.  Officers shall serve as such without salary.  Expenses incurred in connection with performance of their official duties may be reimbursed to officers upon approval by the Board of Directors.  An officer shall not be precluded from serving Moyo Africa Foundation in any other capacity or from receiving compensation for services rendered in such other capacity.

Section 12.      Standard of Conduct.  If an officer has discretionary authority with respect to any duties, the officer shall discharge such duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of Moyo Africa Foundation.  In discharging his/her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other data, if prepared or presented by either of the following: (1) one or more officers or employees of Moyo Africa Foundation whom the officer reasonably believes are reliable and competent in the matters presented; and (2) legal counsel, public accountants, or other person as to matters the officer reasonably believes are within the person’s professional or expert competence.  An officer is not acting in good faith if the officer has knowledge that makes reliance on any of the above unwarranted. 

ARTICLE VII
Contracts, Loans, Checks and Deposits

Section 1.        Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of Moyo Africa Foundation, and such authority may be general or confined to specific instances.

Section 2.        Loans.  No loans shall be contracted on behalf of Moyo Africa Foundation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances; provided, however, no loans shall be made by Moyo Africa Foundation to its directors or officers.

Section 3.        Checks and Other Instruments.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Moyo Africa Foundation shall be signed by such officer or officers, agent or agents of Moyo Africa Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.        Deposits.  All funds of Moyo Africa Foundation not otherwise employed shall be deposited to the credit of Moyo Africa Foundation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VIII
Corporate Seal

The Board of Directors may provide a corporate seal which, in such event, shall be circular in form, shall have inscribed thereon the name of Moyo Africa Foundation, the year of its incorporation, and the state of incorporation.  The seal shall be in the custody of the Secretary.

ARTICLE IX
Waiver of Notice

Whenever any notice is required to be given to any director of Moyo Africa Foundation, a waiver thereof in writing signed by such director, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends such meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE X
Amendment of Bylaws

These Bylaws may be altered, amended, or repealed or new Bylaws adopted by a vote of the majority of the full Board of Directors.

ARTICLE XI
Nonprofit Operation

Moyo Africa Foundation will not have or issue shares of stock.  No dividends will be paid.  No part of the income or assets of Moyo Africa Foundation will be distributed to its directors or officers without full consideration.  Moyo Africa Foundation may contract in due course with its directors and officers without violating this provision. 

ARTICLE XII
Indemnification

Section 1.        Conditions to Indemnification.  Unless otherwise ordered by a court of competent jurisdiction, no person to whom indemnification may otherwise be due pursuant to the provisions of this Article XII shall receive indemnification unless the conduct of such person giving rise to the claim for liability against such person was undertaken in good faith and the person reasonably believed that the conduct (i) was in the best interests of Moyo Africa Foundation (in the case of conduct in an official capacity) or (ii) was not opposed to the best interests of Moyo Africa Foundation  (in all other cases), and the person had no reasonable cause to believe the conduct was unlawful.  A person’s conduct with respect to an employee benefit plan for a purpose such person reasonably believed to be in the interests of the participants in and beneficiaries of the plan satisfies the requirement of good faith noted above.

Section 2.        Limitations on Indemnification. Outside Directors.  Subject to Sections 1 and 2 of this Article, a director or former director, who, when serving as director, is not or was not a compensated officer, or employee of Moyo Africa Foundation  nor the holder of more than ten percent (10%) of the voting power of Moyo Africa Foundation  or of any affiliate of Moyo Africa Foundation  (an “Outside Director”), shall be indemnified by Moyo Africa Foundation  against liability in any proceeding in which such Outside Director was made a party because such person is or was a director of Moyo Africa Foundation .

Section 3.        Other Directors and Officers.  Subject to Sections 1, 2 and 8 of this Article, a director or former director, other than an Outside Director, or an officer or former officer shall be indemnified by Moyo Africa Foundation  against liability in any proceeding in which such director was made a party because such person is or was a director or officer of Moyo Africa Foundation .

Section 4.        Expenses of Litigation.  Moyo Africa Foundation  shall indemnify a director or officer or former director or officer who is the prevailing party, on the merits or otherwise, in the defense of any proceeding to which such person was a party because the person is or was serving as a director or officer of Moyo Africa Foundation  against reasonable expenses incurred by such person in connection with the proceeding.  Subject to Sections 1, 2 and 8 of this Article, Moyo Africa Foundation  may indemnify a director or officer or former director or officer who is not the prevailing party in the defense of any proceeding to which such person was a party because the person is or was serving as a director or officer of Moyo Africa Foundation  against reasonable expenses incurred by such person in connection with the proceeding.  Subject to Sections 1 and 2 of this Article, Moyo Africa Foundation  may indemnify an employee or agent of former employee or agent who, when serving as such, is or was not a director or officer of Moyo Africa Foundation , whether or not such person is the prevailing party in the defense of any proceeding in which such person was a party because the person is or was an employee or agent of Moyo Africa Foundation , against reasonable expenses incurred by such person in connection with the proceeding to the extent authorized from time to time by the board of directors.

Section 5.        Advancement of Expenses.  Unless a court of competent jurisdiction shall order otherwise, Moyo Africa Foundation  shall advance to an Outside Director and may advance to any other director, or officer, the reasonable expenses of litigation which Moyo Africa Foundation  would be authorized to reimburse pursuant to Section 5 of this Article.  The payment of litigation expenses in advance of final disposition of a proceeding shall be subject to the following conditions:

(a)        The person shall furnish Moyo Africa Foundation  with a written affirmation of the person’s good faith belief that such person has met the conditions of Sections 1 and 2 of this Article or, in the case of other directors, any proceeding involving conduct for which liability has been eliminated under the articles of incorporation pursuant to A.R.S. § 10-3202(B)(1); and

(b)        The person furnishes a written undertaking, executed personally or on such person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the conditions of Sections 1 and 2 of this Article and, in the case of other directors, the director is not entitled to mandatory indemnification under Section 4 of this Article and it is ultimately determined by a court of competent jurisdiction or pursuant to Section 4 of this Article that the director did not meet the conditions of Sections 1 and 2.

Section 6.        Determination and Authorization.  Except where indemnification is ordered by a court of competent jurisdiction or as provided in Section 3 or the first sentence of Section 5, Moyo Africa Foundation  shall not indemnify any director or officer unless authorized in the specific case after a determination has been made that indemnification is permissible in the circumstances because the person has met the conditions of Sections 1 and 2.  The determination shall be made either:

(a)        By the Board of Directors by a majority vote of the directors not at the time parties to the proceeding; or

(b)        By special legal counsel selected by majority vote of the disinterested directors or, if there are no disinterested directors, by majority vote of the board.

Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation of reasonableness of expenses shall be made by those entitled to select special counsel under subsection (b) above.

Section 7.        Court Ordered Indemnification.  Nothing in this Article XII shall be deemed to prohibit or prevent any director or officer who is a party to a proceeding to apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.

Section 8.        Other Indemnification.  Moyo Africa Foundation  may also provide for indemnification of a director, officer, employee or agent by contract or action of the board of directors provided that such indemnification is not inconsistent with the provisions of this Article XII or the provisions of the Arizona Nonprofit Business Foundations Act.

Section 9.        Scope of Indemnification.  The indemnification provided herein shall apply also to any person who, while a director or officer of Moyo Africa Foundation , is or was serving at the request of Moyo Africa Foundation  as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, but only to the extent that such person is not entitled to indemnification by law, company bylaw, article, charter or agreement (including insurance) of such other entity or entity, and the obligations undertaken by this Article XII shall be in excess of and shall not contribute with any indemnification or other payment provided by such other source.  All references to a director, officer, employee or agent shall also include the heirs, estates, executors, administrators and personal representatives of such person.

Section 10.      Insurance.  Moyo Africa Foundation  may purchase and maintain insurance on behalf of an individual who is or was a director or officer of Moyo Africa Foundation  or who, while a director or officer of Moyo Africa Foundation , is or was serving at the request of Moyo Africa Foundation  as a director, officer, partner, trustee, employee or agent of another foreign or domestic Foundation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director or officer, whether or not Moyo Africa Foundation  would have power to indemnify the person or advance expenses to the person against the same liability under this Article XII or the Arizona Nonprofit Business Corporations Act.

Section 11.      Notice.  Any person who is or may be entitled to indemnification shall give timely written notice that a claim has been or is about to be made against him or her to the President of Moyo Africa Foundation  or, if notice is to be given by the President, then to the Board of Directors, which shall permit Moyo Africa Foundation  to defend him or her through legal counsel of its own choosing, and shall cooperate with Moyo Africa Foundation  in defending against the claim; provided further that, as to any matter disposed of by compromise or settlement by such director or officer, no indemnification shall be provided for such payment or for any other expenses, unless such compromise or settlement shall be approved in writing by the Board of Directors, in advance, as being in the best interest of Moyo Africa Foundation.

Section 12.      Subrogation.  In the event that Moyo Africa Foundation  makes a payment pursuant to this Article XII, Moyo Africa Foundation  shall be subrogated to all of the indemnitee’s rights of recovery against any person or organization, except as to a source of payment previously secured by the indemnitee through the expenditure of his or her own funds, and the indemnitee shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights.  The indemnitee shall do nothing to prejudice Moyo Africa Foundation ’s right of subrogation.

Section 13.      Survival of Indemnification.  Any repeal or modification of this Article XII shall be prospective only and shall not adversely affect any right or claim of a person to indemnification existing at the time of such repeal or modification.

Section 14.      Severability.  If any portion of this Article XII is finally adjudicated to be invalid, it is intended that such a final adjudication shall not render any provision or portion thereof under this Article XII null and void in its entirety but rather give effect to this Article XII to the fullest extent permitted by the Arizona Nonprofit Business Corporation Act or any other applicable law.

ARTICLE XIII
Conflict of Interest

Section 1.        Purpose.  The purpose of the conflict of interest policy is to protect Moyo Africa Foundation ’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Moyo Africa Foundation .  This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Section 2.        Definitions.

2.1.   Interested Person.  Any director, principal officer or member of a committee with board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.

2.2.   Financial Interest.  A person has a financial interest if the person has directly, or indirectly, through business, investment or family:

(a)        as ownership or investment interest in any entity with which Moyo Africa Foundation  has a transaction or arrangement, or

(b)        a compensation arrangement with Moyo Africa Foundation  or with any entity or individual with which Moyo Africa Foundation  has a transaction or arrangement, or

(c)        a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Moyo Africa Foundation  is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

A financial interest is not necessarily a conflict of interest.  Under Section 2.2, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.

            Section 3.        Compensation

(a)        A voting member of the board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation;

(b)        A voting member of any committee whose jurisdiction includes compensation matters and who received compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation;

            (c)        No voting member of the board or any committee whose jurisdiction includes compensation matters and who received compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 4.        Procedures.

 

4.1.   Duty to Disclose.  In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.

4.2.   Determining Whether a Conflict of Interest Exists.  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board or the committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

4.3.   Procedures for Addressing the Conflict of Interest

(a)        An interested person may make a presentation at the board or committee meeting, but after such presentation, he/she shall leave the board meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

(b)        The president of the board or chairperson of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(c)        After exercising due diligence, the board or committee shall determine whether Moyo Africa Foundation  can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

(d)       If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Moyo Africa Foundation  best interest and for its own benefit and whether the transaction or arrangement is fair and reasonable to Moyo Africa Foundation  and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

                        4.4       Determining Quorum.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes, approves or ratifies a transaction or arrangement.

Section 5.        Violations of the Conflict of Interest Policy

(a)        If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflict(s) of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(b)        If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest(s), it shall take appropriate disciplinary and corrective action.

Section 6.        Records of Proceedings.  The minutes of the board and all committees with board delegated powers shall contain –

(a)     The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the board’s or committee’s decision as to whether a conflict of interest in fact existed.

(b)     The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

Section 7.        Annual Statements.  Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such person –

(a)     has received a copy of the conflict of interest policy;

(b)     has read and understands the policy;

(c)     has agreed to comply with the policy; and,

(d)    understands that Moyo Africa Foundation  is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.

Section 8.        Periodic Review.  To ensure that Moyo Africa Foundation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

(a)        Whether compensation arrangements and benefits are reasonable and are the results of arm’s length bargaining.

(b)        Whether acquisition of professional and other provider services to Moyo Africa Foundation result in inurement or impermissible private benefit.

(c)        Whether partnership and/or joint venture arrangements or arrangements with management services organizations or other arrangements with organizations providing services to Moyo Africa Foundation conform to Moyo Africa Foundation written policies for the acquisition of such services, are properly recorded, reflect reasonable payments for such goods and services, further Moyo Africa Foundation charitable purposes and do not result in inurement or impermissible private benefit.

Section 9.        Use of Outside Experts.  In conducting the periodic reviews provided for in Section 8, Moyo Africa Foundation  may, but need not, use outside advisors.  If outside advisors are used for their use shall not relieve the board of its responsibility for ensuring that periodic review is conducted.


CERTIFICATE

I, _________________________, the duly elected, qualified and acting Secretary of Moyo Africa Foundation, an Arizona nonprofit Foundation, do hereby certify that the above and foregoing are the Bylaws of this Foundation duly and regularly adopted by the directors thereof effective ________________, _____.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of ___________, _____.

                                                                                    __________________________________

                                                                                    Secretary


CONFLICT OF INTEREST STATEMENT

I, Frackson Sakala, a director, principal officer or member of a committee with board delegated powers of the Arizona nonprofit corporation Moyo Africa Foundation acknowledge and affirm that I have:

a.         received a copy of the conflict of interest policy as contained in the Corporation’s Bylaws;

b.         read and understood the policy;

c.         agreed to comply with the policy; and,

understood that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.

Date: ___________________________

By:  Frackson Sakala

A director, principal officer, or member of a committee with board delegated powers

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