Purposes. The Cape Verde 1st, mission shall be to operate as a Non Profit Organization under the guidelines set before 501(c) (3) of
the Federal Internal Revenue Code; for the humanitarian, social and economic welfare of the people of the Republic of Cape Verde
and Sub-Sahara Africa; provide substantial hands-on assistance directly to disadvantaged people, non profit groups and non
government organizations that support these populations, assist in, continued education, employment assistance and conduct
programs for charitable purposes, and health care assistance to people of limited means.
|The Cape Verde 1st Extended Program Initiative – A Mandate!
Despite significant progress, The Republic of Cape Verde still faces serious development issues and lack of equal opportunities. Cape Verde
1st programs hope to connect local communities with public and private sector institutions to promote citizen engagement for good governance
and foster policies at the local, national, regional, and global levels that respect basic human rights.
These programs will work from local to national levels to address interrelated issues of poverty, human rights, poor service delivery, weak
governance, and social inequalities. Cape Verde 1st will provide humanitarian aid, education, advocacy awareness, training, technical
assistance, and small-grant support that help people and institutions build a better future.
Cape Verde 1st will also assist in the promoting of democracy through civil society development by building constituencies for reform. Cape
Verde 1st will also build strategic alliances with civil society organizations (CSOs) to develop their organizational capacity to advocate for
effective democratic processes and to more effectively deliver services. Increasing the role of civil society in economic and political decision-
making by providing support and technical assistance to the CSO sector can be an important aspect of many of Cape Verde 1st extensive
programs in CSO capacity-building and development, anti-corruption, education, and training.
CSOs come in all shapes and sizes. There are formal as well as informal groups, single issue and multi-issue groups, national or regional level non-
governmental organizations (NGOs) and local community based organizations (CBOs). Some aim to influence the state while others are solely
focused on service delivery and/or economic development. With these differences in mind Cape Verde 1st work is premised on the critical need
to ensure that the voices of under-represented groups are not lost in engaging with civil society. These underrepresented actors are handicapped
by factors as wide ranging as the lack of appropriate forums to promote dialog and information sharing, weak organizational capacity, inadequate
funding, and high transaction costs, among others.
Cape Verde 1st programs will hereby also help ministries, parliaments, and government agencies to more effectively serve their constituents,
promote participatory democracy, and adhere to human rights standards. Program strategies can range from long-term institutional development
interventions aimed at reforming organizational systems and practices to short-term humanitarian aid, technical assistance and training aimed at
strengthening the implementation of specific policies or at helping public sector institutions work more effectively with CSOs NGOs and non
profits like Cape Verde 1st.
|Many programs throughout the United States and the World work to enhance the capacity of individuals,
communities, and institutions to take ownership of their own development, secure just and effective policies and
structures, and create sustainable positive change. The aim of each project is to build the knowledge, attitude, skills,
awareness, and practical applications necessary to address critical global issues such as poverty and exclusion, the
spread of HIV/AIDS, the marginalization of women and children, the global education crisis, and the urgent need for
|If you've gotten this far, your interested in becoming a Cape Verde 1st board member and so, I'd like to thank you for your interest in
recognizing that there are unmet needs that can be addressed by Cape Verde 1st.
As we continue on this journey, you as a potential Cape Verde 1st (CV1) board member must have realized that people in Cape Verde, like
people of many other developing countries come to rely heavily on charitable organizations to provide many public benefits, and their quality of
life is dependent upon the many volunteer directors who are willing to give of their time and talents.
Although charitable organizations vary a great deal in size, structure and mission, there are a number of principles which apply to all such
organizations. I am providing you with this information as a platform for discussion as we establish Cape Verde 1st. A Task Force is currently
being organized in order to challenge its participants in the further development of a well rounded mission statement for Cape Verde 1st. To
create a text that is sufficiently broad to compass the many possible activities that Cape Verde 1st may wish to engage in. The current mission
statement is not necessarily cut in stone. This is crucial inasmuch as the law obligates the officers of a non profit organization to limit their activities
to those covered by the mission statement as contained in the organizing charter.
Your active participation in Cape Verde 1st will be critical to improving the quality of life for Cape Verdean's of limited means.
As a Cape Verde 1st Board Member;
UNDERSTANDING YOUR ROLE
Board members are recruited for a variety of reasons. Some individuals are talented fund-raisers and are sought by charities for that reason.
Others bring credibility and prestige to an organization. But whatever the other reasons for service, the principal role of the board member is
stewardship. The directors of Cape Verde 1st are ultimately responsible for the management and affairs of Cape Verde 1st. This requires active
People who do not have the time to regularly participate will not agree to be on a board. The board must ensure that Cape Verde 1st is
operated for a charitable/public purpose; it may not be operated for private benefit. Proper stewardship requires that Cape Verde 1st assets be
held “in trust”, to be applied to its mission.
One of the most important functions of the board will be keeping the resources and efforts focused on the Cape Verde 1st mission. This requires
the board to have an adequate understanding of Cape Verde 1st initiatives, programs, people and resources available to achieve Cape Verde
1st goals. As a starting point, every board member will be familiar with Cape Verde 1st Articles of Incorporation and Bylaws. As a founding
board member you will have the privilege and responsibility to assist in the writing of both.
The board is not expected to manage the day-to-day activities of Cape Verde 1st. The directors will appoint officers so that they, in turn, can
carry out the day-to-day activities of the organization. It is the board’s responsibility to hire the chief executive officer and to oversee that person’
s work to assure that Cape Verde 1st is fulfilling its mission.
The board will periodically review and assess the chief executive’s performance. If it becomes necessary, the board has the authority and the
responsibility to discharge the CEO. A related function of the board is to set the compensation of the CEO. Every board member will know what
the CEO is paid and participate in the final decision. The compensation will be reasonable for the services rendered and compare favorably to
similarly situated executives. The board will remember that CEO compensation, as well as that of other key executive officers, may be important
to donors, beneficiaries and the community-at-large. The compensation levels will be reported in financial reports which will be accessible to the
UNDERSTANDING YOUR RIGHTS
In order to carry out your legal responsibilities as a board member, you must be able to make informed judgments about important matters
regarding the organization and operations of Cape Verde 1st..The law permits you to reasonably rely on information from the Cape Verde 1st
staff, its lawyer, its accountant, outside advisors, and board committees in making those judgments.
Your right to information includes the following: You have the right to reasonable access to management, to have reasonable access to internal
information of the organization and to Cape Verde 1st principal advisors, such as its auditors and lawyers. Senior management must also be
willing to facilitate board access to books and records. The board has the right, if necessary, to engage the services of outside advisors at Cape
Verde 1st expense to assist it with a particular matter.
UNDERSTANDING YOUR RESPONSIBILITIES
In carrying out board responsibilities, the law generally imposes three duties of trust. They are regularly described as the duties of due care,
loyalty to Cape Verde 1st and obedience to the law.
Duty of due care. This responsibility generally requires that a director must discharge the duties with the care an ordinary prudent person in a like
position would exercise under similar circumstances. Directors need not always be right, but they must act with common sense and informed
judgment. To exercise this duty properly, boards must pay particular attention to the following:
Active participation. A director must actively participate in the management of the organization including attending periodic meetings of the
board, evaluating reports, reading minutes and reviewing the performance of the executive director.
Reasonable inquiry. Directors should request and receive sufficient information so that they may carry out their responsibilities as directors.
When a problem exists or a report on its face does not make sense, a director has a duty to inquire into the surrounding facts and circumstances.
The director also has a duty to investigate warnings or reports of officer or employee theft or mismanagement.
Duty of loyalty. Directors have a duty to give their undivided loyalty to Cape Verde 1st decisions regarding Cape Verde 1st funds and
activities must promote Cape Verde 1st public purpose rather than private interest. Any potential conflict transactions will be scrutinized closely
by the board with the realization that the public will predictably be skeptical of such arrangements. There are some general principles which will
serve to guide boards faced with conflict of interest situations.
While transactions between Cape Verde 1st and individual board members,their families and businesses they own or operate should be avoided,
they are not absolutely prohibited. Under certain circumstances, a contract or transaction between a nonprofit corporation and its director or an
organization in which the director has a material or financial interest is acceptable. However, if the transaction is challenged, the director will have
the burden of establishing that the contract or transaction is fair and reasonable, that there was full disclosure of the conflict and that the contract
or transaction was approved by members or other directors in good faith. The board will only approve a transaction if it is clearly in the best
interest of Cape Verde 1st...the board will establish a written policy for dealing with conflicts of interest. The policy will address disclosure of
financial interest and withdrawal from discussion and voting by interested directors. Due to the sensitivity of conflicts of interest, the board will
require that transactions benefiting a director may be approved only by a greater than majority vote. Also, requiring an annual disclosure by all
board members of their business involvement with Cape Verde 1st.
Cape Verde 1st directors are under a trust obligation not to divert a corporate business opportunity for their personal gain. This duty means that
a director may not engage or benefit from a business opportunity that is available to and suitable for Cape Verde 1st unless Cape Verde 1st
decides to engage in the business opportunity and conflicts of interest procedures are followed.
Directors have a duty to follow the Cape Verde 1st governing documents (Articles of Incorporation and Bylaws), to carry out the Cape Verde
1st mission and to ensure that funds are used for lawful purposes.
Also, directors must comply with state and federal laws that relate to the organization and the way in which Cape Verde 1st conducts its
For example, directors will be familiar with:
Internal Revenue Service for exemption as a tax exempt organization. In the case of Cape Verde 1st this would be IRS 501(c)(3). Corporations
which fail to do so may have their income taxed at normal rates, and contributors to Cape Verde 1st may not be able to deduct their
contributions on their income tax returns.
In general, Cape Verde 1st must register and file an annual financial report with the Attorney General’s office. Cape Verde 1st must also file an
annual renewal with the Corporation Division of the Secretary of State’s office.
Directors will be familiar with all of Cape Verde 1st governing documents and will follow the provisions of those documents. Directors will be
make sure proper notice is given for meetings, that regular meetings are held, that directors are properly appointed and that the Cape Verde 1st
mission is being accomplished.
In addition to the above three general fiduciary duties, there are a number of specific responsibilities which must be observed by nonprofit
corporate board members.
A charitable corporation is required to have Articles of Incorporation and Bylaws. The organization is also required to keep minutes of its board
meetings and a record of all actions taken by committees of the board of directors.
One of the board’s responsibilities is to oversee Cape Verde 1st financial affairs, making sure that the organization has adequate internal
accounting systems and controls.
The board will be responsible for approving Cape Verde 1st annual budget. Board members will expect the CEO (or other designated staff) to
produce timely and adequate income and expense statements, balance sheets and budget status reports, and will expect to receive these in
advance of board meetings.
The board will oversee the effective use of the resources of the Cape Verde 1st. Policies will be adopted and large transactions approved to
ensure that Cape Verde 1st assets are not misapplied or wasted. The board will ensure that the assets are invested prudently, avoiding high risk
investments and employing some diversification of investments.
All donations must be used in a manner which is consistent with Cape Verde 1st stated mission. However, some donors designate that gifts are
to be used for a particular purpose. It is important to keep faith with donor intentions. The board is obligated to see that such restricted funds are
used for the stated purpose(s).
Some organizations decide to hire professional fund-raisers to conduct or assist in soliciting donations. If we decide to hire a fund-raiser, we will
select one who is trustworthy; ask for references. Make sure any contract with a professional fund-raiser or consultant, especially the terms for
compensation, is fair and reasonable from the Cape Verde 1st perspective.
It is possible that board members of a charitable corporation will find themselves sued as personal defendants in a lawsuit filed by an “outside
third party” who has incurred some personal injury or financial loss as a result of dealings with an organization. To encourage citizens to serve as
board members for charities, the law cloaks volunteer board members with qualified immunity. You cannot be sued for negligent acts. You may,
however, be subject to lawsuits alleging that a loss was due to gross negligence, willful or fraudulent acts.
NOTE – The IRS may also hold directors personally liable if the organization violates federal tax law. The most likely situation is the failure of the
organization to perform mandatory payroll withholding.
Because there is some degree of risk, including the cost of defending a frivolous claim, directors will discuss with Cape Verde 1st attorney the
prospect of purchasing directors and officers (D and O) liability insurance, and/or including indemnification provisions in the Cape Verde 1st
governing documents. Cape Verde 1st will do both. - Vincent C. DaSilva
CV 1 The Planning Process