Mjota Africa Foundation First Meeting

Mjota Africa Foundation First Meeting

MJoTA Africa Foundation First Meeting

The first meeting of MjoTA Africa Foundation convened in Haddonfield New Jersey 26 June 2009, and ended 27 June 2009

in attendance:

Friday 26 June 2009:Andrew Reinhart MS; Fatime Ly PhD; Richard Gallagher PhD; Susanna J Dodgson PhD, Stephen Praissman RPh, MPH, Neil Pitts PharmD

Saturday 27 June 2009: Andrew Reinhart MS; Fatime Ly PhD; Tom Lategan PhD; Susanna J Dodgson PhD; Stephen Praissman RPh, MPH; Sylvie Kwedi; Gary Smith; LaDonna Mason

not in attendance but willing to participate in the dialog:

Stanley L Straughter, Charity Gichuki BVM, PhD, Morris Lenwya RPh, Michael Bannerman-Hyde, Samuel Annan MS, Carvel Watson

Meeting Minutes

The meeting opened with a discussion of the concept document that Susanna sent out before the meeting (Appendix 1). The goal of the first day was the describe what was needed for a complete indigenous pharmaceutical industry. The goal of the second day was to describe how a complete indigenous pharmaceutical industry could fit into a community.

Neil Pitts talked about his 6 trips to Kenya, which have been reported in MJoTA (Appendix 2). Neil was leaving of a 2.5 week trip to Kenya 2 days later. His homework was to connect with health professionals in the area.

Richard Gallagher talked about his trip to Uganda, his desire to stop the brain drain, and his interest in helping create a robust research industry in countries of Africa.

Steve Praissman gave a presentation on pharmaceutical manufacturing (Appendix 2), and gave us a handout on a presentation on the pharmaceutical industry (Appendix 3). What we need to remember is that a pharmaceutical industry needs a lot of substances, inert and active, to make drugs.

Fatime talked about growing up and training as an electrical engineer in Senegal and moving to Europe for graduate studies, and to the US to work as management. She reported deterioration in a university, which is something we had all heard.

General discussion of accountability led to demands that the Embassy and other government entities are held accountable. This discussion was continued on Saturday: we need to have all checks and balances and a robust HR policy in place before a single dollar is transferred anywhere. We have a zero corruption policy. Aiding us here is the Saturday decision to investigate 3 countries before we settle on one: Liberia, Kenya and Ghana.

Partners in the project are

  1. MJoTA Africa Foundation for preparing paperwork, PR through MJoTA and other outlets,
  2. Local health professionals (pharmacists, physicians, veterinarians, dentists, nurses, traditional healers with some degree of credibility),
  3. Local non-health professionals (architects, engineers, lawyers, teachers, agricultural scientists),
  4. Diaspora professionals for contacts within the candidate countries
  5. Governments (for permits), investors and donors.

We need to compile a list of all the parts needed for ongoing manufacturing as well as for building the industry. Ongoing consumables include power, water, food, clothing, drug components. When we look at a place we need to be concerned about access to consumables that cannot be grown or made from within the community. We also need to be concerned about the market for anything produced. We talked about jatropha, which can be grown as a supply of gasoline-equivalent energy. SJD has several contacts with interest in building jatropha farms and factories on the continent of Africa.

We started building a model of the city, with the concept that the pharmaceutical industry is the core, and the city around needs to support the industry. This was deferred. We discussed the expense of getting a new product to market vs manufacturing drugs that are needed locally. The latter seems a better way to start, with the former happening as the research institute is built and the city is built and the economy is thriving.

Personnel involved: the consensus is that everyone involved has to be dead serious and well behaved. We need to prepare a code of conduct, or at least adopt one from somewhere else. We cannot have anyone in the project with any hint of fiscal wrong doing.

Bylaws: the participants were given the by-laws before the meeting. No complaints were registered.

Officers of MJoTA Africa Foundation: Susanna will prepare bios of everyone up for election. Until then the following offices are filled thus:

Acting Chair: Dr Fatime Ly
Acting Treasurer: Sylvie Kwedi
Acting Secretary: LaDonna Mason

All others are trustees, with the task of supporting the officers and supporting the central mission.

Traditional medicine: we need to incorporate traditional medicine with drug manufacture in a way that works for investors.

Homework:

Neil: dialog with health minister, KMRI

Gary: market logistics of each of the 3 candidate countries

Tom: concept document draft

Andrew: meeting agenda and webmaster

Steve: research on the 3 countries, what drugs are needed and what could be used.

Sylvie: Project management

Future meetings: we will meet once a week online on GoToMeeting at 7pm EST.

Bylaws of the MJoTA Africa Foundation

ARTICLE I. DIRECTORS

Section 1. Function. All corporate powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the Corporation shall be managed under the board of directors. The Directors must be natural persons who are at least 18 years of age but need not be shareholders of the corporation. Residents of any state or any country may be directors.

Section 2. Compensation. The members shall have authority to authorize the compensation of the directors. Unless specifically authorized by resolution of the members, the directors shall serve in such capacity without compensation.

Section 3. Presumption of assent. A director who is present at the meeting of the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against the action taken or abstains from voting because of an asserted conflict of interest.

Section 4. Number. The Corporation shall have at least 12Directors. The number of directors may be increased or decreased from time to time by the Board of Directors.

Section 5. Election and Term. At each annual meeting, members shall elect directors to hold office until the next annual meeting or until their earlier resignation, removal from office or death. Directors shall be elected by a plurality of votes cast by the members entitled to vote in the election at a meeting at which the quorum is present.

Section 6. Vacancies.Any vacancy occurring in the Board of Directors, including vacancy created by an increase in the number of directors may be filled by members, or by affirmative vote of the majority of the remaining directors though less than quorum of the Board of Directors. A director elected to fill a vacancy shall hold office until the next election of directors by the members. If there are no remaining directors, the vacancy shall be filled by members.

Section 7. Removal of Directors.At members’ meeting, any director may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Section 8. Quorum for Voting.A majority of the number of directors approved by these Bylaws shall constitute quorum for the transaction of business. The act of a majority of directors present at a meeting at which quorum is present shall be the actions of the Board of Directors.

Section 9. Executive and other Committees.The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each of which must have at least two members. Each committee shall have the authority set forth in the resolution designating the committee.

Section 10. Place of meeting. Regular and special meetings of the Board of Directors shall be held online, or at another place designated by the persons or person giving notice or otherwise calling the meeting.

Section 11. Time, Notice and Call of Meeting.Regular meetings of the Board of Directors shall be held with notice at the time and on the date designated by resolution of the Board of Directors. Written notice of the time date and place of special meetings of the Board of Directors shall be given to each director by email at least two days before the meeting

Notice of the meeting of the Board of Directors need not be given to a director who signs a waiver of notice, either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and a waiver of all objections to the place of the meeting, the time of the meeting, and manner in which it has been called and convened, unless a director objects to the transaction of the business (promptly upon arrival at the meeting) because the meeting is not lawfully called or convened. Neither the business at, nor the purpose of the meeting of the board of directors must be specified in the notice or the waiver of notice of the meeting.

A majority of directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other directors. The president, or the chair of the Board of Directors may call meeting of the Board of Directors. Members of the Board of Directors and any committee of the Board may participate in meeting by telephone conference or a similar mechanism. Participating by these means constitutes presence in person at a meeting.

Section 12. Action by Written Consent. Any action required or not permitted to be taken at a meeting of the directors may be taken without meeting if a consent in writing setting forth the action to be taken and signed by all the directors is filed in the minutes of the proceedings of the Board. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise

ARTICLE II. MEETINGS OF THE MEMBERS

SectionI. Annual Meeting.The annual meeting of the members of the Corporation for the election of officers, and for such other businesses may properly come before the meeting shall be held at such a time and place as designated by the Board of Directors.

Section 2. Special Meeting. Special meetings of the members shall be held when directed by the president or when requested in writing by the members holding at least 10% having the right and entitled to vote at such a meeting. A meeting requested by members shall be called by the president for neither a date of not less than 10 nor more than 60 days after the request is made. Only business within the purposes described in the meeting notice may be conducted as a special members meeting. A member may call for special meetings through their special representatives.

Section 3. Place. Meetings of the members will be held at the principal place of business of the organization, or such other place as designated by the Board of Directors.

Section 4. Notice. A written notice of each meeting of members shall be emailed to each member having the right and entitled to vote at the annual general meeting at the email address as it appears on the records of the Corporation. The meeting notice shall be emailed not less than 10 days nor more than 60 days before the date set forth for the meeting. The record date for determining members entitled to vote at the meeting will be the close of business on the day before the notice is sent. A notice of special meeting shall also state the purpose of that meeting and any adjournment of it.

Section 5. Member Quorum. A majority of members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. Any number of members, even if less than a quorum, may adjourn the meeting without further notice until a quorum is obtained.

Section 6. Member Voting. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might indicate the person who cast such ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members. Each outstanding member will be entitled to one vote on each matter submitted to a vote at a meeting of members. An alphabetical list of all the members who are entitled to notice of the members meeting, along with their addresses and the number of shares held by each shall be produced at shareholders’ meeting upon the request of any shareholder.

Section 7. Proxies. A member entitle to vote at any meeting of members or any adjournment thereof, may vote in person, or by proxy, executed in writing, and signed by member or his attorney-in-fact. The appointment of proxy will be effective when received by the corporation’s officer of agent authorized to tabulate the votes. No proxy shall be valid more than 11 months after the date of its execution unless a longer term is expressed in the proxy.

Section 8. Validation. If the members who hold a majority of the voting rights entitled to vote at a meeting are present at the meeting, and sign a written consent to the meeting on the record, the acts of the meeting shall be valid, even if the meeting was not legally called and noticed.
Section 9. Conduct of Business by Written Consent. Any action of the members may be taken without meeting if written consents, setting forth the action taken, are signed by at least a majority of members entitled to vote, and are delivered to officer or agent of the corporation having the custody of the corporations records within 60 days after the date that the earliest written consent was delivered. Within 10 days after obtaining authorization of an action by a written consent, notice shall be given to those members who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action. If the action creates dissenters rights, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares upon compliance with and as provided for by the state law governing corporations.

ARTICLE III. OFFICERS

Section 1. Offices. The initial directors of the organization shall be as follows:

  1. Susanna J Dodgson
  2. Stephen Praissman
  3. Andrew Reinhart
  4. Miles Pekala
  5. Tom Lategan
  6. Richard Galleghar
  7. LaDonna Mason
  8. Michael Bannerman-Hyde
  9. Fatime Ly
  10. Sylvie Kwedi
  11. Neil Pitts
  12. Gary Smith
  13. Stanley L Straughter
  14. Charity Gichuki BVM, PhD
  15. Morris Lenwya RPh
  16. Michael Bannerman-Hyde
  17. Samuel Annan MS
  18. Carvel Watson

Section 2. Presidency. The President shall preside at all membership meetings.He shall by virtue of his office be Chairman of the Board of Directors.He shall present at each annual meeting of the organization an annual report of the work of the organization.He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed.He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Section 3 Vice Presidency. The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

Section 4. The Secretary General.The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his or her duty to file any certificate required by any statute, federal or state. The Secretary shall give and serve all notices to members of this organization. The Secretary will be the official custodian of the records and seal of this organization. The Secretary may be one of the officers required to sign the checks and drafts of the organization. The Secretary present to the membership at any meetings any communication addressed to Secretary General of the organization. The Secretary will submit to the Board of Directors any communications which shall be addressed to Secretary General of the organization. The Secretary will attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary General.

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