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---ooOoo--- 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 ---ooOoo--- # 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: 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: 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 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 Decision upon dissolution of the Foundation may be
made only by a unanimous Committee and must be approved
by the Ministry of Foreign Affairs.
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