Model Foundation Charter and By-Laws

Purpose. This appendix sets out a model foundation charter and model by-laws for a private foundation established under the International Foundations Act, Cap. 24:02 (rev. ed. 2020), as amended by the International Foundations (Amendment) Act 2023, No. 49 of 2023 (the "Act"). It also sets out variants for a charitable or purpose foundation and for a foundation that owns a private trust company or a Belize limited liability company, and closes with a registration, funding and filings checklist. The documents apply the analysis of chapters 19 to 22. Each article is followed by a drafting note that states the choice the model makes, the statutory provision it implements or displaces and the paragraph of the treatise where the point is developed. The models are original to the treatise and are written to illustrate the drafting points in the text. Each must be adapted to the facts, the persons involved and the law in force at the time of use.

Two documents. The Act divides the governing instruments of a foundation between the charter and the by-laws. The charter is "the governing document of the foundation" and must contain the matters listed in section 21(2), including since 2023 the name and address of the beneficial owner, if any. Act s. 21(1)–(2), as amended by No. 49 of 2023. The by-laws may regulate distributions, name beneficiaries and define classes, identify the residual beneficiary on dissolution and set guidelines and procedures for the council. Act s. 3(13). The by-laws must be in writing and signed by at least one member, and the council may amend or replace them subject to the terms of the foundation. Id. s. 3(14)–(15). The model places in the charter the matters the Act requires to be there and the protective provisions that should be hard to change, and places in the by-laws the provisions that the family and the council will want to adjust over time (see supra ¶¶ 1960.01–1960.06).

Neither document is private from the Registry. Before 2023 the charter was not deposited with the Registrar. The 2023 Act requires a foundation to file the documents mentioned in section 84, which include a copy of the charter and by-laws and every amendment, and the register of beneficial owners kept under the new section 84A, with the Registry, and to file them again within thirty days after any change. Act ss. 84(1)(b), 84A, as inserted by No. 49 of 2023, s. 10 (see supra ¶¶ 1990.04, 2180.05). Public inspection of the Register remains limited to the name of the foundation, its registered agent and its date of registration. Act s. 20 (see supra ¶ 1990.05). The drafter should write both documents on the footing that the Registrar, the Commission and the Financial Intelligence Unit will read them. The letter of wishes, which is neither charter nor by-law, is the place for the founder's personal guidance (see infra ¶ D50.09).

The statutory frame the model respects. Six features of the Act shape every article.

1. Neither the founder nor any beneficiary of an international foundation may be resident in Belize, and "resident" means resident for the purposes of the Income and Business Tax Act. Act ss. 2(1), 4. The 2023 Act substituted "foundation" for "international foundation" throughout but did not repeal section 4 (see supra ¶¶ 1940.02–1940.03).
2. The founder may not direct the council, may not have control, power or dominion over the endowment and may not hold a power to dissolve the foundation or to amend the charter. Act s. 35(4)–(5). The founder may not be protector. Id. s. 35(2). Any person who makes a later disposition to the foundation is also a founder. Id. s. 35(1) (see supra ¶¶ 2010.01–2010.09).
3. A member of the council may not be a beneficiary or the protector, and the protector may not be a member. Act ss. 36(3)(c), 37, 57. At least one member must be resident in Belize, and a person who is not licensed may be the Belize member of only one foundation. Id. ss. 5, 40, 41 (see supra ¶¶ 2020.03–2020.05).
4. The protector owes a fiduciary duty to the foundation, its founder and its beneficiaries, and the Act does not make that duty subject to the charter. Act s. 58 (see supra ¶ 2050.06).
5. A member or protector is liable by default only for that person's own intentional and wilful fraudulent act or omission, and the charter may set a different standard that is "not more stringent" than the statutory one. Act ss. 64(9), 67(1) (see supra ¶¶ 2040.05–2040.08).
6. No member may act on a foreign judgment or process without an order of the Belize court, and no person with control over the endowment may act on an instruction given or appearing to be given under compulsion. Act ss. 49, 53 (see supra ¶¶ 2030.10, 2030.13).

The Commission's sample charter. The Financial Services Commission publishes a sample charter. Three of its clauses give the founder a right to appoint supplementary beneficiaries, a right to appoint members of the council if none remain, and a veto over amendment of the charter. Sample Charter cls. 6(2), 7(10), 12(2)(b). Each sits uneasily with section 35(4)–(5), and each gives a foreign court a reason to treat the endowment as within the founder's control. The model omits all three and gives the corresponding powers to the protector or the council (see supra ¶¶ 1960.08, 2010.08, 2110.05).

Conventions. Bracketed words are blanks or choices to be completed: "[name]", "[address]", "[date]", "[number]", "[amount]". Where alternatives are offered, they appear as "[Alternative 1: ...] [Alternative 2: ...]" and the drafting note explains the choice. Capitalised terms are defined in Article 1 of the charter and have the same meaning in the by-laws. References to sections are to sections of the Act unless another statute is named. The model is written for a foundation whose founder and beneficiaries are not resident in Belize and whose endowment is held outside Belize, which is the common case and the case for which the Act was designed.

How the parts fit. The charter (¶¶ D10, D30) contains seventeen articles and the execution block. The by-laws (¶ D50) contain the beneficiary schedule, the distribution policy, council procedure, the protector's powers in detail, succession, information and dissolution. The variants (¶ D80) replace or add particular articles. The checklist (¶ D90) follows the sequence of formation, funding and annual compliance. Table D-1 lists the articles and the provisions of the Act each implements.

Table D-1. The articles of the model charter and by-laws and the provisions they implement