Laos People’s Democratic Republic
Phongsavanh Foundation
REVISED GOVERNANCE STRUCTURE & 5 YEAR PLAN (2018-2022) ( Revised Version 2 from Proposed Revision AO June 2018)
Edited from Original KL document dated October 2017/Proposed Revision AO June 2018
Approved by Board on 9th September 2018
1. Constitution & Governance
1.1. By the Agreement of the Ministry of Justice No.428/DJ Vientiane, dated October 11, 2017, is granted the approval of the establishment of the Phongsavanh Metta Foundation (since renamed the Phongsavanh Foundation vide approval from the Ministry of Justice dated May 2018) as a Charity.
1.2. The Executive Committee (to be renamed as the Board of Governors) had then proposed a plan which has since been revised and which revised plan is set out herein.
1.3. The Board of Governors shall comprise up to 5 natural persons of which number, a majority shall be Laos Nationals or Permanent Residents either by birth of by naturalization. Subject thereto, the remaining governors may be foreign nationals provided that they shall not be employed by the Foundation.
1.4. The Board of Governors shall include a Chairperson of their own choosing among their number and shall also include the Managing Director of the Foundation.
1.5. There shall at all times be an administrative team and an operations team to execute the directions of the Board of Governors.
1.6. The Board of Governors shall be at liberty to set up further teams or co-opt such others persons to assist the Board, as may from time to time be necessary.
1.7. The Board of Governors shall consider proposals, make decision and at all times act independently taking into consideration the Vision and Objects of the Foundation. The Board of Governors shall wherever possible come to agreement by reaching a consensus. Where a vote becomes necessary, voting by the Board of Governors shall be by simple majority. In the event of deadlock, the chairperson shall not be entitled to a casting vote.
1.8. The Board of Governors shall hold a minimum of 2 meetings in any reporting year. The quorum for such meetings shall the chairperson and any 2 Governors or if the chairperson shall not be present, then any 4 Governors .
1.9. Any changes to the Constitution can only be made at a meeting of the Board of Governors at which all members of the Board are present and at which not less than 75% of the Board is in agreement with the proposed changes. No change can be made that would result in the Foundation no longer being a charity.
1.10. In the event of dissolution of the Foundation, any property or funds owned by or in the possession of the Foundation shall be distributed in accordance with the laws of Laos.
1.11. Where there shall be any requirement to invoke procedures involving and directors or general meetings, this shall accord with the laws of Laos PDR.
2. Vision & Objects
2.1. The Foundation is formed to:
2.1.1. provide relief assistance (including ambulance and medical emergency services) to selected communities to be determined by the Board
2.1.2. alleviate poverty and the effects of poverty in; and
2.1.3. uplift standards of living (in terms of health care, education and the inculcation of sound family values) for
the communities of people living in the most impoverished and socially challenged parts of Laos.
2.2. The Foundation intends to achieve this vision through the conceptualization and implementation of plans and programs that will impact the way resources of land, capital, talent and labor are utilized and that fully supports the Laos National Development plans to have Laos emerge from least developed country status by 2020.
3. Target Roll Outs & Performance Reviews
3.1 The plans to provide Emergency Medical Services ( EMS) shall be in such locations as the Board shall in its discretion determine. Under the current plan, EMS will begin in 2018 in the districts of Xaythany, Longxan and Luang Prabang. By 2020 services will be extended to Naxaythong, Sangthong, Paknguen and Hatxayfong and by 2022, to selected districts within the provinces of Khamouane and Champasak.
3.2 The plans to initiate Relief Aid to designated areas will be rolled out on an ad hoc and needs basis.
3.3 The plans to embark upon a Vision and Experimental Farm project will commence in 2018. 23 hectares of Land within the district of Longxan in Xaysomboun Province has been identified and bequeathed by the Phongsavanh Group to the Foundation for this purpose.
3.4 Plans for reducing poverty and for uplifting living standards shall be targeted at increasing the per capita income of farmers in the area through training initiatives and programs including those planned within the Vision & Experimental Farm project.
3.5 The Board of Governors shall review the targets regularly and shall prior to the end of the prevailing 5 year plan and each 5 year plan thereafter, consider and formulate a fresh 5 year plan for the future continuity of the Foundation.
3.5 The Foundation may employ staff members to assist with its work and enter into contracts with commercial parties provided that its purposes shall at all times remain strictly non-profit and under no circumstances shall any Foundation funds be disbursed or distributed for any purpose counter to the objects of the Foundation. The Foundation may also co-opt or accept volunteers or interns (and where required, provide training for them) but such volunteers or interns shall not be regarded as employees of the Foundation and any reimbursements, gratuities or subsidies paid to volunteers or interns shall not be construed as remuneration.
4. Donations & Bequests
4.1 Any donations received either from the Phongsavanh Group or any other third party shall be treated as a gift under the laws of Laos, irrevocably booked into a Donation Accounts ( or sub- account, as the case may be ) of the Foundation and deemed as the property of the Foundation to be used only for the established and stated purposes of the Foundation and/or the donation received.
4.2 The property of the Foundation shall at all times be managed or overseen by the Board of Governors and proper records of all use and expenditure shall be kept. Policies and protocols put in place by the Board for the receiving of donations, the issuing of receipts, the disbursement of donation funds, and the entering into of contracts and placement of orders and incurring of expenses shall at all times be strictly adhered to.
4.3 Save for any authorized provisions for petty cash and cash advances, all cash assets belonging to the Foundation shall be kept only in the Foundation’s duly opened bank accounts.
5. Miscellaneous Provisions
5.1 The Board of Governors shall without more be empowered and authorised to review and receive feedback on, propose and pass resolutions and adopt policies and protocols from time to time and in accordance with these governing structures, to effectively administer and provide for sound governance of, all matters relating to the Foundation under its purview. This REVISED GOVERNANCE STRUCTURE & 5 YEAR PLAN (2018-2022)was tabled at a meeting of the Board of Governors dated 9th September 2018 and passed pursuant to a general resolution signed by all members of the prevailing Board and dated 12th September 2018, a copy of which has been deposited with the Administration Department of the Foundation, the secretary of the Phongsavanh Group of Companies and where required, the Department of Charities, Laos.