Founding Statement of the Stand And Face East Foundation
The Stand And Face East Foundation (“S.A.F.E. Foundation”) was founded in [Month Year] by [Founder’s Legal Name] as a Canadian unincorporated, not-for-profit religious foundation dedicated to serving vulnerable children, families, and individuals in Africa and beyond. From its inception, S.A.F.E. Foundation has operated entirely on volunteer labor: no staff member receives a salary or stipend, and no board member or officer is compensated in any form.
We pledge that 100 percent of all donations received—whether via GoFundMe, Zeffy, Every.org, CanadaHelps, or any other platform—will be applied directly to charitable programs, emergency aid, and project grants, with no portion diverted to staff payments, administrative salaries, or hidden operating costs. In rare cases where a specific fundraiser is created to cover minimal “upkeep” expenses (e.g., mission-critical licensing fees or mandated charity-registration costs), those pages will be clearly labeled “Upkeep Fundraiser” and will specify exactly what expenses are covered, ensuring complete donor transparency.
This commitment is enshrined in our Founding Statement, Constitution (Unincorporated Association Draft), and Bylaws, and reinforced by our Code of Ethics (Ethical Giving and Stewardship Policy). It reflects our conviction that true service demands radical accountability: every dollar entrusted to S.A.F.E. Foundation is a gift to those we serve, and never to ourselves.
Constitution of the Stand And Face East Foundation (Unincorporated Association Draft)
Article I. Name
The name of this association shall be Stand And Face East Foundation (hereinafter “S.A.F.E. Foundation”).
Article II. Purpose
S.A.F.E. Foundation is organized exclusively for charitable and religious purposes, namely to:
a. Provide emergency aid, food, clothing, shelter, education and scholarships for, and spiritual encouragement to criticaly vulnerable children, families, and individuals in Africa, Asia and beyond.
b. Support Orthodox Christian caregivers and orphan-care initiatives while welcoming collaboration with all Christians and other people of goodwill.
c. Promote sacrificial giving, stewardship, and mercy in accordance with Orthodox Christian ethics.
Article III. Membership
Founding Member: Until October 2025 at the latest, the sole member of S.A.F.E. Foundation shall be the Founder, Logan Marshall.
Admission of New Members: As soon as possible, additional members may be admitted upon:
a. Nomination by an existing member;
b. Demonstrated commitment to S.A.F.E. Foundation’s purpose and values; and
c. Unanimous approval of current members.
Rights and Duties: Members shall have the right to participate in decision-making, vote on amendments, and serve as officers. Members owe a duty of loyalty, confidentiality, and obedience to this Constitution.
Article IV. Governance & Decision-Making
Officers. S.A.F.E. Foundation shall have the following officers, elected annually by the members: President, Secretary, and Treasurer. Additional officers may be added by amendment.
Powers. The President shall preside over meetings; the Secretary shall maintain records; the Treasurer shall oversee finances.
Decisions. While only the Founder serves, decisions shall be made by the Founder. After additional members join, ordinary matters require a majority vote of members; amendments and dissolution require unanimous consent.
Conflict of Interest. No member or officer shall participate in decisions in which they have a personal financial interest.
Article V. Meetings
Frequency. Annual meetings of the members shall be held each year in or about [month]. Special meetings may be called by any two members upon 14 days’ written notice.
Quorum. A quorum for any meeting is a majority of current members.
Notice. Written notice stating the time, place, and purpose of the meeting shall be delivered at least 14 days before the meeting.
Article VI. Finances
No Private Benefit. S.A.F.E. Foundation is not organized for profit. No member, officer, or private individual shall receive, directly or indirectly, any portion of the net income or assets, except reimbursement for authorized expenses.
Use of Funds. All funds shall be applied to further the Foundation’s charitable purposes. Under no circumstances may funds be used for staff salaries, overhead, or administrative costs—unless a specific “Upkeep Fundraiser” has been clearly designated for such expenses.
Fiscal Year. The fiscal year shall end on December 31.
Article VII. Amendments
This Constitution may be amended only by unanimous vote of all members, provided that proposed amendments are circulated in writing at least 30 days before the meeting at which they will be considered.
Article VIII. Dissolution
Upon dissolution, after payment of debts and obligations, all remaining assets shall be transferred to an Orthodox Christian charity or parish in Africa chosen by unanimous member vote, consistent with the Foundation’s purpose and this Constitution.
Adopted by the sole member on this 6th day of May, 2025
Logan Marshall, Founder & Sole Member
Bylaws of the Stand And Face East Foundation
(Unincorporated Association Draft)
Article I. Membership:
Founding Member Authority
From inception until additional members are admitted, the sole member—Logan Marshall—holds full authority to make all decisions, call meetings, and act on behalf of the Foundation.
Membership Expansion Goal
The Foundation aims to admit at least three members by October 1, 2025 to satisfy provincial society requirements and to diversify governance.
Admission of New Members
After October 1, 2025 (or earlier, once three candidates are identified), new members may be admitted upon:
a. Nomination by any current member;
b. Review and approval unamiously by all existing members; and
c. A written statement of commitment to the Foundation’s mission and these Bylaws.
Rights & Responsibilities
Every member has one vote, may hold office, and may inspect records.
All members must uphold the mission, maintain confidentiality, disclose conflicts of interest, and act in good faith.
Article II. Meetings of Members
Annual Meeting
Held each year in or around November. If three or more members exist, the sole member’s authority transitions to majority-rule.
Special Meetings
May be called by the sole member (while only one member exists) or by a majority of members once membership is three or more.
Notice: 14 days’ email or Telegram / WhatsApp notice stating the purpose, time, and place (virtual or physical).
Quorum & Voting
While Sole Member: No quorum requirement; the sole member may act unilaterally.
After Three Members: A majority of members constitutes a quorum.
Decision Thresholds:
Ordinary business: majority of votes cast.
Amendments : super-majority (two-thirds) of member’s votes cast.
Dissolution: 75.1% or more of member’s votes cast.
Article III. Officers & Governance
Officer Roles
President: Presides at meetings, oversees strategy, legal compliance, and external representation.
Secretary: Maintains minutes, membership roll, and records; manages communication.
Treasurer: Maintains books in accordance with recognized accounting standards; prepares quarterly financial statements; oversees dual signatory controls.
Co-Treasurer: Helps maintain books in accordance with recognized accounting standards; helps prepare quarterly financial statements; prepares or assists with dual signatory controls.
Additional Officers
Vice-President or others may be created by two-thirds member vote.
Terms, Vacancies & Removal
Officers serve one-year terms; vacancies are filled by majority vote for the unexpired term.
Removal “for cause” (material Bylaw breach, malfeasance) requires two-thirds vote after 14 days’ written notice and opportunity to be heard.
Succession
The sole member shall designate, in writing, an emergency successor (or committee) to act if incapacitated, until new members assume governance if a Vice-President doesn’t exist. If a Vice-President exists they automatically assume governenance as acting President until the term expires.
Article IV. Financial Oversight & Controls
Fiscal Year
January 1 to December 31.
Use of Funds & “Upkeep Fundraisers”
All funds advance charitable purposes. Staff salaries and routine operating costs are prohibited unless an Upkeep Fundraiser is explicitly approved in writing by two-thirds member vote and VERY clearly indicated of its nature to potential donors, includes a capped budget, and is closed when funds are expended. Any extra funds will be allocated to one of our projects, to be determined by a super-majority vote of two-thirds of members or more.
No Private Inurement
No net earnings may benefit any private individual or member at any time ever.
Controls & Reporting
Dual Signatories: Required on all bank transactions.
Quarterly Reports: Treasurer issues financial statements every three months.
Annual Independent Review: Conducted by a qualified professional (CPA or nonprofit accountant); results presented at the annual meeting.
Article V. Conflict of Interest
Disclosure
Any member/officer with a direct or indirect personal interest in a matter under discussion must disclose that interest before discussion begins.
Recusal & Sanctions
The interested party must recuse and refrain from debate and voting; failure to disclose may lead to censure or suspension by two-thirds member vote.
Recordkeeping
All disclosures, recusals, and sanctions are recorded in the official minutes.
Article VI. Records & Registered Office
Records Location
The principal place of business (or virtual office) shall be designated by the President [and noted here]. All records (minutes, financials, membership roll) are kept for at least seven years.
Inspection Rights
Any member may inspect records upon seven days’ notice; the Foundation will provide copies at cost or digital copies.
Article VII. Amendments & Bylaw Revision
Proposal & Notice
Any member may propose amendments in writing. Proposals circulated 30 days before consideration.
Approval
Requires two-thirds of members in office (post-expansion). Sole member may amend unilaterally until three members are admitted.
Policy Expansion
Upon reaching five members, additional governance policies (e.g. a Meeting Procedures Manual) may be adopted by majority vote, provided they do not conflict with these Bylaws.
Article VIII. Dissolution
Upon dissolution, after payment of liabilities, remaining assets will transfer to an Orthodox Christian charity or parish in Africa or Asia selected by two-thirds of the members, consistent with the Foundation’s mission.
Adopted by the sole member on 6th day of May, 2025.
Logan Marshall, Sole Member & President
Legal Identity & Foundational Governance
Yes, we offer international shipping to selected countries. During the checkout process, you will be able to see if your country is eligible for shipping. Please note that additional customs fees or taxes may apply upon delivery, which are the responsibility of the recipient.