The Underprivileged Foundation

THE UNDERPRIVILEGED FOUNDATION

INTRODUCTION
The Underprivileged Foundation is a Non-Profit Organisation that invests in sustainable income producing assets for the benefit of the underprivileged in South Africa.

The Underprivileged Foundation was founded by Myric, Garth and Marlene Wilson, a compassionate capitalism family whose motto is "LiVe LiFe, LoVe LoTs" and who have a vision of genuine empowerment at grassroots level to counter the "Animal Farm" effect in South Africa.

The Underprivileged Foundation is currently an association of persons established for a public purpose, the income and property of which are not distributable to its members or office bearers except as reasonable compensation for services rendered. In the event of dissolution of the association, all assets and income streams will be transferred to another Non-Profit Organisation which shares the same values and objectives.

MISSION
The Underprivileged Foundation seeks to become a multi-billion Dollar organisation for direct benefit of the impoverished communities of South Africa.

STRATEGY
The focus of the Underprivileged Foundation is to acquire real estate assets on long term covenants and sustainable business operations for disbursement of income to underprivileged causes.

DISTRIBUTION OF INCOME
Net proceeds from operations are disbursed either to organisations servicing the poorest of the poor or directly to support disadvantaged peoples. Distributed funds are channelled into basic needs of these communities, the focal point being feeding, housing, training and education.

OBJECTIVES
The principal objective of The Underprivileged Foundation is the creation of an environment of self sustainability and dignity in support of family values for the disadvantaged.

The Foundation further creates a viable business model that can be duplicated in various communities for the benefit of the underprivileged in that community.

The assets acquired also serve as an adult training ground to skill and up-skill the underprivileged to facilitate sourcing permanent employment in the workforce.

ASSET SELECTION
All the assets of the foundation belong entirely to the foundation. No member or fiduciary officer may lay claim to any assets registered to the foundation.

REAL ESTATE
The Underprivileged Foundation invests directly in real estate across all sectors in South Africa where risk is mitigated by the strength of the tenant base, geographical position, lease terms and strong covenants.

BUSINESS OPERATIONS
The Underprivileged Foundation also acquires existing profitable businesses in the retail and wholesale sectors to further enhance its capacity to meet its objectives.

DUE DILIGENCE
Every acquisition contemplated undergoes a thorough and proper due diligence conducted by Dunbar Property Group.

Due diligence incorporates all aspects of the property as a suitable investment including study of title deeds, expense accounts, insurance policy, tax accounts, lease documents, compliance with legal and municipal regulations, functionality of the property (lifts, escalators, fire equipment), maintenance issues etc.

ACQUISITION
Dunbar Property Group has the authority to sign all documents relating to the acquisition, ongoing management and disposal of assets of The Underprivileged Foundation after approval by a quorum of its members.

MANAGEMENT
The Underprivileged Foundation does not manage large amounts of capital but rather a variety of assets. To this end it raises capital for specific assets as and when they become available on the market.

ASSET MANAGEMENT
The real estate assets are managed by Dunbar Property Group and where it does not have a presence in the asset location, a local specialist is sub-mandated to manage the real estate assets.

Dunbar Property Group is a commercial & industrial real estate specialist with extensive expertise in the South African property market. The chief executive holds a BCom degree in real estate & information systems and has in excess of 25 years financial institution experience where his focus was on new start-up divisions and real estate. He formed Dunbar Property Group in 2005 to focus exclusively on commercial & industrial property.

The group's profile can be viewed at www.dunbar.co.za

The business operations each have a salaried manager as part of its standard structure. These assets are overseen by the foundation's fiduciary officers.

FUND MANAGEMENT
The net income stream from assets is managed by The Underprivileged Foundation for social and education activities in conjunction with other social investment organisations. The foundation will seek co-ordination with Tshikululu Social Investments, South Africa's leading corporate social investment management agency. The group's core offering is an integrated and comprehensive fund management service, delivering an all-inclusive social investment solution from inception and strategy to full implementation and administration

Tshikululu has an extensive database of over 28 000 funding records across many sectors, geographical areas and beneficiaries. The group adds value in strategising social investments, identifying worthy recipients, recommending projects or programmes that align with client needs, monitoring and evaluating these investments, and fostering capacity at recipient level, to mention a few aspects of their service

Specialists with experience of a particular sector review all applications to determine strategic fit and best practice. Key to every application is the sustainability and governance of the organisation as a whole, as well as its specific project.

The group's profile can be viewed at www.tshikululu.org.za

AUDIT
The Underprivileged Foundation is subject to an annual audit open to inspection by all stake holders to ensure total transparency and adherence to corporate governance. Auditors will be appointed to conduct the annual audit and maintain all financial records.

The financial Year End of the foundation is February.

FUNDING
The foundation will seek funding from a variety of sources to acquire assets and fulfill its objectives.

SOCIAL PHILANTHROPY
The foundation will seek grants from various philanthropic organisations locally and internationally as well as corporations with social development programs aligned to the objectives of the foundation.

VENTURE PHILANTHROPY
The foundation will seek funding from venture philanthropists seeking to invest in social development programs. Funding from venture philanthropists come in the form of non-returnable grants (a purely social return), tailor made loans, mezzanine finance or quasi-equity finance (blending risk-adjusted financial and social returns).

DEBT FINANCE
The foundation will seek traditional bank funding as a last resort as debt servicing delays the immediate achievement of the foundations objectives.

STRUCTURE
The foundation is a body corporate with separate legal identity from its members and fiduciary officers. The foundation thus continues existence despite changes in its membership and fiduciary officers.

Members and fiduciary officers are not liable for the obligations and liabilities of the foundation other than being found guilty of gross negligence and being in contravention of the foundation's code of conduct resulting in loss or damage.

Whilst fiduciary officers act in good faith and on behalf of the foundation, they cannot be held personally liable for any loss incurred by any person or entity resulting from an act or omission under such circumstances.

  • The Underprivileged Foundation comprises three founding members.
  • Two of the founding members serve as fiduciary officers of the association.
  • Additional members and fiduciary officers may be appointed and existing members and fiduciary officers may be retired by a majority vote of the current members.
  • Founding members may not be retired by majority vote other than by death or found guilty of contravention of the foundation's code of conduct by independent arbitrage.
  • Fiduciary officers need not be members.
  • Fiduciary officers who are not members may not vote for additional members or retirement of existing members.

POWERS
The foundation will have powers to:

  • Acquire assets recommended by Dunbar Property Group.
  • Raise capital as set out under the Funding clause contained herein.
  • Allocate grants in line with its objectives and in conjunction with other social investment groups.
  • Engage stake holders to explore synergies that will enhance the foundation's capacity to attain its objectives.
  • Open/Close/Change a bank account to facilitate financial transacting in its own name.
  • Amend its constitution, membership, fiduciary officers as set our in the Meetings clause contained herein.
  • Wind up the foundation and transfer all assets to another Non-Profit Organisation which shares the same values and objectives.

MEETINGS
The foundation will hold quorum meetings:

  • At least once a month to vote on acquisitions and grants.
  • Quarterly for strategy discussions and vote on tabled issues.
  • Annually (AGM) to table financial statements and vote on changes to members and fiduciary officers as well as adaptations to the constitution in line with evolving needs of beneficiaries, legislation and NPO environment.

Meetings will be convened by email notice of date, time and venue to be attended by a majority of members to constitute a quorum. Minutes of meetings will be kept by a nominated member and published on the foundation's website as well as electronically transmitted to its stake holders.

All decisions relating to the acquisition and disposal of assets, capital raising, grant making, constitutional amendments, membership, fiduciary officers, acceptance of financial statements, winding up of the foundation and any issue that will impact on the foundation achieving its objectives will require a majority vote by members at a quorum meeting.

CODE OF CONDUCT
The Underprivileged Foundation is committed to upholding the highest standards of practice in conducting its affairs with donors, the charities it works with, Governmental authorities and the community at large. This behaviour is founded on transparency, responsiveness, honesty and fairness.

In pursuance of its objectives, The Underprivileged Foundation will:

  • Comply with all legal requirements in the respective country of operation.
  • Practice and promote ethical behaviour.
  • Maintain accounts in accordance with the standards and practices in the respective country of operation.
  • Run the organisation in accordance with accepted governance standards to promote efficiency and sustainability, ensuring that management and resources are sufficient to meet the stated objectives.
  • Ensure appropriate internal control of resources and carry out internal evaluation of effectiveness of programmes.
  • Not malign, defame or unfairly criticise any organisation in any dealings.
  • Not take advantage of its position or abuse any information addressed to its stakeholders.

Unethical conduct will be deemed to include any evasive device intended to conceal non-compliance with the Code of Conduct. The Underprivileged Foundation, in its investment and grant making activities, will disclose information regarding the policies and procedures for making decisions to all stake holders, donors, philanthropists and beneficiaries.