The Liberia Governance and Justice Initiative (LGJI) is a U.S.-based nonprofit organization headquartered in Saint Paul, Minnesota, with a regional office in Liberia. LGJI is dedicated to advocating for and advancing good governance, justice, and the rule of law in Liberia. As a Foreign Agent organization registered in the United States, LGJI operates with a commitment to transparency, accountability, and ethical standards, collaborating with international partners (including but not limited to international governments and private actors) and the Government of Liberia to highlight and support the progress being made in peace consolidation, human rights, governance, and social, economic development of the Liberian State (hereinafter “Liberia”) and people.

Purpose and Objectives

LGJI is organized exclusively for charitable, educational, and advocacy purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The specific purposes for which LGJI is organized include but are not limited to:

  • Promote Good Governance

    LGJI shall support the Government of Liberia in its efforts to enhance governance practices, increase transparency, and ensure that public institutions are accountable to the people. This includes conducting research, publishing reports, and engaging in public advocacy to promote ethical governance and responsible leadership in Liberia.

  • Strengthen the Rule of Law

    LGJI shall advocate for the continuous strengthening of Liberia’s legal and judicial systems to ensure that laws are applied fairly and consistently. LGJI shall work to make justice accessible to all citizens, residents, and foreign entities engaging with Liberia, regardless of their status. This will involve capacity-building initiatives, legal education, and collaboration with Liberian and international legal experts.

  • Highlight Human Rights Progress

    LGJI shall collaborate with local and international stakeholders to monitor and report on the state of human rights in Liberia. The organization shall emphasize the progress being made while advocating for further improvements, ensuring that human rights are protected and upheld in all sectors of society.

  • Support Peace Consolidation

    LGJI shall assist in peace-building initiatives by promoting dialogue, reconciliation, and the peaceful resolution of conflicts within Liberia. The organization shall contribute to the consolidation of peace and stability in the country by supporting grassroots efforts and fostering national unity.

  • Facilitate International Cooperation

    LGJI shall foster partnerships between Liberia, the United States, and other international actors such as the United Nations, the Economic Community of West African States (ECOWAS), the Mano River Union countries, the African Union (AU), the European Union (EU), and others. These partnerships shall support Liberia’s journey toward sustainable development through just and effective governance.

  • Promote Liberia’s Image Internationally

    LGJI shall objectively and positively promote Liberia’s image in the region and overseas. This includes highlighting the country’s progress in governance, human rights, and justice through media outreach, public events, and strategic communications.

  • Support for Legal Reforms

    LGJI shall collaborate with the Government of Liberia, legal institutions, and international bodies to advocate for and support necessary legal reforms. These reforms shall align with international human rights standards and contribute to the development of a robust legal framework in Liberia.

Compliance and Ethics

As a registered Foreign Agent organization in the United States, LGJI is committed to full compliance with all relevant U.S. laws and regulations, including the Foreign Agents Registration Act (FARA). The organization will operate with the highest ethical standards, ensuring transparency and accountability in all its activities.

LGJI shall comply with all relevant U.S. and Liberian laws and regulations, including but not limited to the Foreign Agents Registration Act (FARA) in the United States and the applicable nonprofit regulations in Liberia. LGJI shall operate with the highest ethical standards, ensuring transparency and accountability in all its activities.

  • Legal Compliance

    LGJI shall comply with all applicable laws and regulations, including those of the State of Minnesota, the United States, and Liberia. The Liberia office shall be registered in Liberia and subject to Liberian laws and tax policies appropriate to the nature of the organization.

  • FARA Compliance

    As a registered Foreign Agent organization, LGJI is committed to full compliance with the Foreign Agents Registration Act (FARA) and all other relevant U.S. laws and regulations.

  • IRS Compliance

    LGJI shall operate in compliance with the requirements of Section 501(c)(3) of the Internal Revenue Code. The organization shall ensure that its activities, fundraising, and financial management adhere to IRS regulations governing tax-exempt organizations.

  • Ethical Standards

    LGJI shall operate with the highest ethical standards, ensuring transparency, accountability, and integrity in all its activities.

Funding and Financial Management

LGJI will seek funding from a variety of sources, including international donors, grants from foundations, and partnerships with governmental and non-governmental organizations. The organization will also explore income-generating activities such as consultancy services and training programs to ensure its financial sustainability.

  • Short-Term Goals

    Secure initial funding to establish the organization’s infrastructure and begin core activities.

  • Long-Term Goals

    Develop a diversified funding base to ensure the sustainability and growth of LGJI’s operations.

    Recruit board members and competent staff and associates, both in the United States and Liberia.

  • Funding Sources

    LGJI shall seek funding from international donors, grants, and partnerships with governmental and non-governmental organizations. The organization may also engage in income-generating activities such as consultancy services and training programs.

  • Financial Management

    All funds shall be managed in accordance with U.S. regulations, including FARA requirements and IRS regulations for tax-exempt organizations. Financial records shall be maintained and audited annually to ensure transparency and accountability.

  • Dissolution

    In the event of dissolution, any remaining assets shall be distributed to a nonprofit organization with similar objectives, as determined by the Board of Directors, in compliance with U.S. and Minnesota law.

Amendments

Amendments to the By-Laws

These by-laws may be amended by a two-thirds vote of the Board of Directors at any regular or special meeting, provided that notice of the proposed amendment(s) has been given to all Board members at least [thirty] days prior to the meeting.

These Articles of Incorporation may be amended by a two-thirds majority vote of the Board of Directors, provided that such amendments do not violate the charitable purposes of the organization or its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

Incorporation in the United States and Liberia

  • Section 1

    U.S. Incorporation LGJI shall be incorporated as a nonprofit organization under the laws of the State of Minnesota and the United States of America. The organization shall operate as a 501(c)(3) entity, and its activities shall be governed by the regulations set forth by the Internal Revenue Service (IRS) for tax-exempt organizations.

  • Section 2

    Liberian Incorporation In addition to its incorporation in the United States, LGJI shall be separately incorporated as a registered civil society organization under the laws of the Republic of Liberia. This dual incorporation will allow LGJI to operate within Liberia’s legal framework, ensuring compliance with Liberian laws, including those governing nonprofit organizations and foreign entities operating in the country.

Legal Ramifications of Dual Operations

Operating both in Liberia and internationally presents several legal considerations for LGJI. The organization must comply with the legal requirements of both the United States and Liberia, particularly in areas such as taxation, reporting, and regulatory compliance.

  • Compliance with U.S. Laws: As a 501(c)(3) organization in the U.S., LGJI is subject to specific regulations concerning its operations, including restrictions on political activities, limitations on lobbying, and requirements for financial transparency and accountability. LGJI must ensure that its activities in Liberia do not conflict with these regulations and that it maintains its tax-exempt status by adhering to the rules set forth by the IRS.
  • Compliance with Liberian Laws: In Liberia, LGJI must comply with all relevant laws and regulations governing civil society organizations, including registration requirements, taxation, and reporting obligations. LGJI’s activities in Liberia must align with the country’s legal framework, and the organization must work closely with local authorities to ensure compliance.
  • International Operations: As an organization with operations in multiple countries, LGJI must navigate the complexities of international law, particularly in areas such as cross-border funding, data protection, and international partnerships. LGJI shall seek legal counsel to address these issues and ensure that its operations are in full compliance with both U.S. and Liberian law.

Nonprofit Status

LGJI shall operate as a nonprofit organization under the laws of the State of Minnesota and the United States of America. It is intended that LGJI shall qualify as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of LGJI shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization affecting one or more of its purposes). No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Incorporators

The incorporators of LGJI are:

  • Ahmed K. Sirleaf, residing in Saint Paul, Minnesota, who shall serve as the initial Incorporator of LGJI.
  • Mr. Kafumba Swaray, residing in the State of Michigan, who shall serve as a second officer.

Governance

The governance of LGJI shall be vested in a Board of Directors, which will provide strategic direction and oversight. The Board of Directors shall consist of individuals with expertise in international law, governance, human rights, and development. Additional officers and directors shall be identified and appointed in due course.

Duration

The duration of LGJI shall be perpetual, unless dissolved in accordance with the laws of the State of Minnesota and the Republic of Liberia.

Dissolution

Upon the dissolution of LGJI, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code.

Indemnification

To the fullest extent permitted by the laws of the State of Minnesota, LGJI shall indemnify and hold harmless any director, officer, employee, or agent of the organization from any and all liabilities and expenses, including reasonable attorney’s fees, in connection with any action, suit, or proceeding in which they may be involved by reason of their being or having been a director, officer, employee, or agent of the organization.

Adoption

These Articles of Incorporation shall be effective upon the filing with the Office of the Minnesota Secretary of State and the appropriate authorities in the Republic of Liberia.

Conclusion

The Liberia Governance and Justice Initiative (LGJI) is poised to play a pivotal role in supporting and highlighting Liberia’s journey toward justice, just and good governance. By working closely with the Government of Liberia (GOL), civil society, international partners, and key stakeholders, including the United Nations, ECOWAS, the AU, the EU, and U.S. Government, LGJI will contribute to the ongoing efforts to build a peaceful, a just, and prosperous Liberia. We invite all stakeholders to join us in this important mission to create a brighter future for Liberia.