Overview
African Sahara Charity Foundation operates under formally adopted Bylaws that establish the Foundation's governance structure, Board responsibilities, officer duties, committee authority, meeting procedures, and corporate governance standards. These Bylaws ensure transparent, accountable, and effective stewardship of the Foundation in furtherance of its charitable mission.
As a Delaware non-stock nonprofit corporation, these Bylaws comply with the applicable provisions of the Delaware General Corporation Law governing Delaware non-stock nonprofit corporations and establish the governance framework approved by the Board of Directors.
Article I: Name and Purpose
Section 1.1 Name: The name of this corporation is African Sahara Charity Foundation.
Section 1.2 Purpose: The purpose of African Sahara Charity Foundation is to build sustainable healthcare systems across Africa through long-term partnerships with local healthcare institutions, government authorities, and medical educators.
Section 1.3 Mission: To create enduring healthcare infrastructure, workforce capacity, and digital health systems that are locally owned, operated, and sustained for generations.
Article II: Offices
Section 2.1 Registered and Principal Offices: The Foundation maintains its registered office in Wilmington, Delaware, in accordance with the requirements of the State of Delaware. The principal executive office of the Foundation shall be maintained at such location as designated by the Board of Directors and may be relocated as necessary to support the Foundation's operations.
Section 2.2 Additional Offices: The Foundation may establish additional administrative, project, regional, or international offices within or outside the United States as determined by the Board of Directors to advance its charitable mission.
Article III: Board of Directors
Section 3.1 General Powers: The business and affairs of the corporation shall be managed by its Board of Directors.
Section 3.2 Number, Tenure, and Qualifications: The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) directors. Directors shall be elected for terms of three (3) years and may be re-elected for additional terms.
Section 3.3 Regular Meetings: The Board shall meet at least annually, and more frequently as determined by the Board of Directors.
Section 3.4 Special Meetings: Special meetings of the Board of Directors may be called by the Chair or by any two (2) directors.
Section 3.5 Quorum: A majority of the directors in office shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 3.6 Voting: Each director shall have one vote. Actions of the Board require a majority vote of directors present at a meeting where a quorum is present.
Article IV: Officers
Section 4.1 Officers: The officers of the corporation shall be a Chair, Vice Chair, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors.
Section 4.2 Election and Term of Office: Officers shall be elected annually by the Board of Directors at the first meeting following the annual meeting of directors. Each officer shall hold office for one (1) year or until a successor is elected and qualified.
Section 4.3 Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby.
Section 4.4 Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board for the unexpired portion of the term.
Article V: Meetings
Section 5.1 Annual Meeting: An annual meeting of the Board of Directors shall be held each year for the purpose of electing officers and transacting such other business as may come before the meeting.
Section 5.2 Notice: Written or printed notice stating the place, day, and hour of any meeting of the Board shall be delivered to each director not less than ten (10) days before the date of such meeting.
Section 5.3 Waiver of Notice: Attendance at a meeting constitutes a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5.4 Action by Written Consent: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board consent in writing to such action.
Article VI: Committees
Section 6.1 Committee Structure: The Board of Directors may designate one or more committees, each consisting of two or more directors, to carry out specific functions as designated by the Board.
Section 6.2 Standing Committees: The Board may establish standing or special committees as necessary to support the Foundation's mission and governance responsibilities.
Section 6.3 Committee Authority: Each committee shall have the authority delegated to it by the Board of Directors.
Article VII: Conflicts of Interest
Section 7.1 Conflict of Interest Policy: The corporation shall maintain a conflict of interest policy that requires directors and officers to disclose actual or potential conflicts of interest.
Section 7.2 Annual Statements: Each director and officer shall annually sign a statement affirming that they have received a copy of the conflict of interest policy, have read and understand the policy, and agree to comply with the policy.
Article VIII: Indemnification
Section 8.1 Indemnification: The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative.
Section 8.2 Insurance: The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation.
Article IX: Amendments
Section 9.1 Amendments: These bylaws may be altered, amended, or repealed and new bylaws adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting.
Article X: Dissolution
Section 10.1 Dissolution: Upon dissolution of the Foundation, all remaining assets shall be distributed exclusively for one or more charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding provisions of any future federal tax law.