Governance & accountability

Protect the vision. Share the authority. Earn the trust.

The organization’s structure is designed to preserve its charitable mission while separating day-to-day leadership from independent Board oversight.

Formation-stage structure

A two-stage path from filing to independent oversight.

The filed Articles permit a narrow transitional period so the corporation can form, then require a broader independent governance structure.

Stage 01 · Transitional formation

One initial director may organize the corporation.

Cornelius Jutonou Davis may serve as the sole initial director only during the Transitional Formation Period. This enables essential setup following state registration.

  • Maintain the Iowa state record and EIN documentation
  • Maintain formation records and prepare the organizational meeting
  • Recruit at least two additional qualified directors
  • Avoid premature tax-exemption or fundraising claims
Stage 02 · Expanded Board

Independent oversight becomes the operating standard.

The transitional period ends when at least two additional directors are appointed. The governance objective is seven to nine directors.

  • Three to nine directors under the filed Articles
  • A majority independent and unrelated
  • A different independent director elected as Chair
  • Board authority over budgets, compensation, contracts, officers, and ordinary operations

Clear roles

Management and oversight are not the same job.

Executive leadership

President / Project Director

Cornelius Jutonou Davis

Champions the mission, develops projects and partnerships, supports fundraising strategy, and carries out Board-approved plans. The role does not independently approve compensation, conflicts, budgets, contracts, or Board appointments outside the governing documents.

Board oversight

Independent Chair

To be elected by the expanded Board

Leads the Board’s oversight work, supports fair deliberation, helps set meeting agendas, and reinforces accountability between the Board and management.

Corporate authority

Board of Directors

Recruitment planned

Exercises fiduciary oversight, approves major strategy and transactions, monitors finances and conflicts, appoints officers, and protects the organization’s charitable purposes.

Founder mission stewardship

A limited safeguard—not a blank check.

The filed Articles designate Cornelius Jutonou Davis as Founder-Director and provide a limited written approval right over amendments that would materially change the charitable mission, remove the Founder-Director designation, or alter the charitable dissolution standard.

That right does not extend to personal compensation, interested transactions, budgets, ordinary contracts, officer appointments, or matters entrusted to the Board. Those limitations matter because mission continuity and independent accountability must coexist.

Core safeguards

The practices that turn governance into trust.

01

Conflict disclosure

Annual and transaction-specific disclosure, recusal, disinterested review, and accurate minutes.

02

Independent compensation review

Comparable data, disinterested approval, contemporaneous documentation, and no self-approval.

03

Board-authorized spending

Budgets, accounts, contracts, grants, property decisions, and capital commitments subject to defined authority.

04

Accurate public claims

No claim of IRS recognition, tax deductibility, project certainty, or licensed operations before the relevant approval exists.

05

Records that survive leadership

Organizational minutes, policies, filings, financial records, agreements, and project decisions retained as corporate assets.

06

Outcome reporting

Progress, setbacks, use of funds, and community impact communicated in a form supporters can understand.

Board recruitment follows state registration

Independent leaders can help turn the founding vision into a durable institution.

The organization will seek experience in nonprofit governance, finance, law, child care, construction and real estate, fundraising, community programs, and Liberian or African cultural life.

Express Board interest