Charter for American
Pictures:
Foundation for Humanitarian
aid in Africa
after alteration according to resolution
of a general meeting on April 27, 1981.
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The author Jacob Holdt, living at Købmagergade 43,
1150 Copenhagen K, Denmark, wishes with this charter to
give humanitarian aid to the developing countries in
Africa, mainly by establishing hospitals and distributing
pharmaceutical products, and giving aid to educational
purposes. The aid given to the developing countries is to
be free of charge for the receivers.
The funds of the Foundation shall be based upon
royalties which may be accrued to the Foundation from the
picture- show, the book, or the film "American
Pictures."
The productions "American Pictures" are
based upon a stay of 5 years which the author Jacob Holdt
spent in U.S.A. The productions deal with the poor
American citizen's environment and way of living,
expressed in pictures and text.
As Jacob Holdt does not wish to profit on a production
based on poor people's living conditions, it is the
author's wish that the funds from the production are used
for non-profit purposes in the developing countries in
Africa and for minority groups wherever these may
be.
On this basis, Jacob Holdt hereby
establishes the following charter for
THE FOUNDATION FOR
HUMANITARIAN AID IN AFRICA
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# l.
Name and domicile of the
Foundation.
The name of the Foundation is THE FOUNDATION FOR
HUMANITARIAN AID IN AFRICA.
The domicile of the Foundation is Copenhagen where the
Committee of the Foundation shall always be
domiciled.
As long as Jacob Holdt is a member of the Committee,
cf. #4, the Committee's headquarters shall be the rented
rooms of the author Jacob Holdt at the address
Købmagergade 43, ll50 Copenhagen K. Hereafter, the
Committee may choose freely a headquarters for the
Foundation. It must, however, be in Denmark.
#2.
The Foundation's capital.
The capital of the Foundation consists of:
l. Funds which the author Jacob Holdt may give to the
Foundation while he is still alive.
2. Funds which may befall the Foundation by inheritance,
as a gift, or in other ways.
3. Funds which may befall the Foundation in the form of
profits from its own activities.
The part of the Foundation's capital which is not used
directly in the running of the Foundation at the
Committee's discretion shall be placed according to the
rules of the Ministry of Justice, regarding the placing
of trust funds, p.t. the Ministry of Justice's Order No.
332 of September 16, 1966, as changed by the Ministry of
Justice's Order No. 354 of June 24, 1972. However, this
shall not prevent that the in the form in which is was
acquired.
The Committee must always make sure that the
Foundation has as large an amount of cash as is necessary
for the administration of the Foundation.
The part of the Foundation's securities which is not a
part of the Foundation's cash reserve, shall be
registered in the Foundation's name and be restrictively
endorsed by the Ministry of Foreign Affairs or be
registered on a certificate with a restrictive
endorsement.
#3.
The Foundation's annual surplus and
its use
The annual surplus of the Foundation, which consists
of the annual income according to #2 after deduction at
the Committee's discretion of all necessary or desirable
transfers to, among other things, the Foundation's
necessary working capital and cash reserve mentioned in
$2, shall be used as follows:
The available amount shall be used for humanitarian
aid free of charge to developing countries in Africa and
to minority groups all over the world.
The Committee may distribute freely the annual amounts
to developing countries or minority groups wherever these
may be.
The Committee must conduct investigations to make sure
that the Foundation's available funds are used in the
best way so that as much of the funds as possible is used
in the best way possible for the population of 'the
developing countries or the minority groups.
#4
The Committee.
The Committee consists of five members, namely:
l. The author Jacob Holdt who is a Committee member for
his lifetime or until the dissolution of the
Foundation.
2. The company's legal counsel who must be a Bachelor of
Laws and be employed by a law firm in Copenhagen or in
the area of Copenhagen.
3. A person employed in the publishing trade or the film
production trade. He must live or work in
Copenhagen.
4. A person with knowledge of accounting who is employed
in or runs his business in Copenhagen or in the area of
Copenhagen.
5. A person who is employed by the Foundation to take
care of the Foundation's needs for international
information. The Committee elects its own
chairman.
The members mentioned under 2., 3., 4., and 5. are
elected for a period of two years, but may be reelected.
However, their term of office may not last beyond the
accounting year in which the member in question reaches
the age of 70.
When one of the Committee members mentioned under 2.,
3., 4., and 5. dies or retires from the Committee for
other reasons, the remaining members appoint immediately
a new Committee member. If the four remaining members
don't agree on the appointment, the Ministry of Foreign
Affairs shall appoint the new member from among the
nominees of the four remaining members.
To be final, all elections must be approved by the
Ministry of Foreign Affairs.
The Ministry of Foreign Affairs may dismiss a
Committee member who goes into bankruptcy or commits a
deed which renders him unworthy of his task or who
neglects his duties as a Committee member or in other
ways appears obviously unfit for the task as Committee
member.
All decisions by the Committee are made by simple
majority, cf. above about election of Committee members
and below in # 11 about alterations of this charter. If a
majority cannot be reached for a decision, the chairman
-- in his absence the deputy chairman - has the deciding
vote.
The Committee which elects its own chairman and deputy
chairman works out its own rules of procedure and keeps a
record of Committee meetings in which all decisions of
interest for the Foundation, here under election of
Committee members, are entered.
#5.
The Committee's tasks.
The Committee has the superior management of the
Foundation and distributes the available annual
funds.
All matters regarding the use of the Foundation's
available annual funds are decided finally by the
Committee and may not be brought before the courts.
However, the Committee's decisions may be brought before
the Ministry of Foreign Affairs.
The Committee decides, according to the managing
director's recommendation, which investments, purchases,
or expansions are appropriate to make.
The Committee must engage a competent, honest, and --
if possible -- with a good knowledge of the trade as the
managing director of the Foundation.
The Committee works out rules of procedure for the
managing director in which his authority is
specified.
The Committee decides on the managing director's
remuneration and enters into a contract with him.
The Committee may dismiss or suspend the managing
director. The Committee meets biannually or whenever the
chairman or one of the other Committee members or the
managing director wants it.
The Committee examines and signs the balance sheet
prepared and signed by the managing director and the
Foundation's accountant -- see #8 -- and decides about
write-offs, transfers, and the use of the net surplus
according to the rules set out in this charter.
#6.
The Committee's remuneration.
The members of the Committee receive no remuneration.
With the approval of the Ministry of Foreign Affairs, the
Committee may be allotted an annual remuneration.
The Foundation may pay appropriate office expenses in
connection with the Foundation's work.
#7
The managing director.
The Foundation's managing director decides upon the
running of the Foundation and possibly of the company,
but must bring before the Committee all questions
regarding the general running of the Foundation and for
approval all questions of an important or fundamental
nature.
The managing director shall attend to the Foundation's
needs and interest in the best possible way and make sure
that the Foundation carries on in the spirit of this
charter.
The managing director may engage and dismiss the
necessary personnel with the exception of confidential
clerks, for whom the Committee decides on engagement,
dismissal, and contractual conditions on the managing
director's recommendation.
For the biannual Committee meeting; the managing
director causes to be forwarded to the Committee before
the meeting a survey of the Foundation's operational and
liquidity situation.
#8.
Annual accounts.
The managing director prepares with aid from the
Foundation's accountant - see # 9 - the Foundation's
annual accounts.
The accounts must show appropriately the source of
income and expenses and specify the awardings made
according to this charter. The accounts must show
movements on the capital account, the reserve account,
and other possible own capital accounts.
The accounts for the Foundation must be prepared in
accordance with good accounting principles. The accounts
must show the Foundation's income after payment of
interest on the Foundation's capital. The managing
director has the right to and is obligated to suggest all
responsible write-offs and transfers. The Foundation's
annual accounts must, signed by the Committee, the
managing director, and the accountant, be submitted to
the Ministry of Foreign Affairs for audit within six
months after the preparation of the accounts.
The annual accounts must be accompanied by a report on
the Foundation's charitable activities.
The Foundation's financial year is from the 1st of May
to the 30th of April.
#9.
Auditing.
The Committee appoints a state certified accountant to
audit the Foundation's accounts.
The Committee may not dismiss the appointed accountant
without permission from the Ministry of Foreign
Affairs.
#10
Powers to bind the Foundation.
The Foundation is bound by the signature of two
Committee members jointly or by the signature of the
chairman or deputy chairman jointly with the managing
director.
The Committee may give powers to sign for the
Foundation, singly or jointly, and special power of
attorney to draw on the Foundation's bank accounts.
#11.
Alterations of the charter.
Alterations of the charter may be made only by a
unanimous Committee and only with approval from the
Ministry of Foreign Affairs.
#12.
Generally.
The Foundation shall always be a private and not a
public foundation. The authority of the government shall,
therefore, be only of a super visional nature so that
intermingling in the Committee's management from the
government may take place only when warranted in this
charter or when there is reason to believe that the
Committee has violated the conditions in this charter or
has committed fraudulent conversion.
#13.
Confirmation.
This charter shall be confirmed by the Ministry of
Foreign Affairs.
#14.
Dissolution of the Foundation.
Dissolution of the Foundation may not take place as
long as any part of the capital exists, unless
a) it is demanded through legislation,
b) the government places upon the Foundation such burdens
of taxes or of another nature that its possibility to
fill the purposes mentioned in #3 is substantially
reduced,
c) the government decides that the management of the
Foundation shall be carried out by public
authority,
d) the Foundation no longer can fulfill the conditions in
this charter.
Decision upon dissolution of the Foundation may be
made only by a unanimous Committee and must be approved
by the Ministry of Foreign Affairs.
In case of dissolution of the Foundation, the capital of
the Foundation shall be used according to the conditions
in this charter. If that is not practicable, the capital
of the Foundation shall be given to a Danish humanitarian
organization appointed by the Committee and approved by
the Ministry of Foreign Affairs.
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