Advisory Board Charter
Board Engagement and Legal Review Pack
Anidaso Productive Fund
Prepared and Presented by: Benedictus Acolatse
Document Status: Prepared for Legal Counsel Review
Legal Counsel Review Notice
This Advisory Board Charter is prepared for legal counsel review before adoption, publication, invitation, appointment, or public announcement of any advisory board member. It defines the advisory board’s purpose, limits, conduct, information access, confidentiality, conflicts, public representation, and relationship with the governing Board, Founder, management, counsel, auditors, banks, land counterparties, and participants.
Comparative Governance Review Note
Comparative governance review supports the need to define advisory status carefully. Advisory service and business advice do not automatically create governance authority, but unclear language, public holding out, control over decisions, access to confidential information, or conduct suggesting authority may create legal or practical risk.
1. Purpose of the Advisory Board
The Advisory Board exists to provide strategic guidance, credibility, technical insight, network support, sector knowledge, agricultural perspective, finance perspective, community sensitivity, institutional experience, and reputational counsel to Anidaso Productive Fund.
2. Non-Governing Status
The Advisory Board is not the governing Board. It does not supervise the Fund, manage the Fund, control assets, approve reserved matters, vote on Board decisions, bind the Fund, direct staff, authorize expenditure, approve bank documents, approve land commitments, approve participant communications, or make investment representations.
3. No Agency or Signing Authority
An advisory board member is not an agent of the Fund merely by holding an advisory title. The member may not sign contracts, letters, bank documents, land documents, investor communications, procurement documents, employment documents, legal instructions, audit instructions, or public commitments unless separately authorized in writing.
4. Relationship with the Governing Board
Recommendations are not binding unless adopted through the approved governance process. The governing Board remains responsible for decisions assigned to it by legal documents and the Board Charter.
5. Founder and Management Boundaries
The Founder and management may consult the Advisory Board for guidance, but advisory consultation does not transfer founder authority, Board authority, or operational authority to the advisory member.
6. Advisory Categories
The Advisory Board may include agricultural, finance, legal or governance, community, institutional relations, banking, risk, technology, ESG, market development, public credibility, diaspora, and strategic partnership advisors.
7. Eligibility, Due Diligence, and Appointment
No advisory board member should be appointed without identity confirmation, conflict review, confidentiality readiness, role classification, public-title review, and capacity assessment. Appointment should follow due diligence, conflict disclosure, confidentiality undertaking, invitation, consent to serve, Charter acknowledgment, register entry, and controlled announcement.
8. Term, Meetings, and Outputs
Each appointment should state commencement date, term or review date, renewal procedure, resignation procedure, removal procedure, and continuing obligations. Advisory outputs may include recommendations, observations, risk alerts, introductions, technical comments, market insights, governance concerns, agricultural observations, written notes, or referral suggestions. Records should distinguish advice from approval.
9. No Voting Rights
Advisory board members shall not vote on governing Board matters unless they also hold a separate legally recognized governing role and are participating in that capacity.
10. Information Access
Advisory status does not create a general right to inspect records or demand confidential information. Access shall be purpose-based, limited, revocable, and subject to confidentiality, data protection, and conflict controls.
11. Confidentiality
Advisory board members must protect confidential information before appointment, during service, and after leaving the role. The Confidentiality and Non-Disclosure Undertaking should be signed before sensitive disclosure.
12. Conflict of Interest
Advisory board members must disclose actual, potential, and perceived conflicts involving land, farming, suppliers, banks, contractors, political office, public service, family relationships, professional firms, competing ventures, investors, community leadership, or personal benefit.
13. Recusal and Information Restriction
Where a conflict exists, the Fund may restrict information, exclude the advisor from discussion, require recusal, prevent involvement in introductions, prohibit use of the advisory title, require independent review, or terminate the advisory appointment.
14. Public Title and Announcement Control
Public use of an advisory title must be approved. The title should not imply governance, directorship, investment endorsement, bank endorsement, land authority, or signing power.
15. No Participant Promises
An advisory board member shall not promise returns, confirm profit shares, guarantee outcomes, claim bank support, state that land is secured unless confirmed, promise appointment, recruit participants using unapproved language, or make statements that could be treated as official Fund commitments.
16. External Introductions
Advisors may introduce the Fund to banks, investors, community leaders, government contacts, lawyers, auditors, suppliers, technical experts, or strategic partners only within approved boundaries. An introduction is not authority to negotiate or commit.
17. Expenses, Compensation, and Intellectual Contribution
Compensation or reimbursement must be documented and reviewed for conflict, tax, reputational, and public-office sensitivity. Advisory ideas, recommendations, documents, frameworks, introductions, strategic comments, and technical observations supplied for the Fund may be used by the Fund unless the appointment instrument says otherwise.
18. Data Protection and Records
Advisors who receive personal data or sensitive records must comply with data protection instructions. Information should not be copied, forwarded, stored in personal systems, uploaded to uncontrolled platforms, or shared without approval.
19. Removal, Suspension, and Resignation
The Fund may suspend or remove an advisor for breach of confidentiality, undisclosed conflict, misuse of title, unauthorized representation, reputational harm, persistent non-participation, misuse of information, refusal to sign documents, or public statements outside approval. Resignation does not end confidentiality, return-of-information obligations, or restrictions on continued public use of the advisory title.
20. Enhanced Advisory Authority Controls
Each advisory role shall be classified by function, title, access level, expected public visibility, compensation status, and relationship to decision-making authority. Advisory recommendations are non-binding unless adopted through the approved process. Advisory status does not create automatic information rights. Public-facing materials should avoid conduct that suggests an advisor has authority beyond the advisory role.
21. Advisory Member Conduct Undertaking
Each advisor should undertake not to misuse confidential information, exploit introductions for private benefit, divert Fund opportunities, present personal business as Fund business, use the advisory title to secure unrelated advantage, or imply endorsement of personal ventures by the Fund.
22. Controlled External Introductions
Where an advisor introduces the Fund to an external institution, the advisor’s role shall be limited to introduction unless further written authority is granted. Substantive negotiation should be handled by authorized officers.
23. Advisor Exit Controls
Upon resignation, removal, expiry, or suspension, the advisor shall stop using the title, return or delete confidential materials, cease public representation, update public profiles where necessary, and cooperate with transition requests.
24. Legal Review and Authority Safeguards
The advisory role language shall be reviewed to ensure that it does not unintentionally create governance authority, agency, employment, partnership, fiduciary status, regulated investment promotion authority, bank representation authority, or land negotiation authority. Compensation, public office status, professional licensing, tax, confidentiality, and data protection issues shall be addressed through the appropriate appointment instrument or supporting policy.
25. Advisory Board Member Acceptance
I acknowledge receipt of this Advisory Board Charter. I understand that my advisory role is non-governing, non-voting, non-binding, and non-agent unless separate written authority is granted. I agree not to bind, represent, sign for, speak for, commit, negotiate for, or make promises on behalf of Anidaso Productive Fund unless expressly authorized in writing.
Candidate Name: ______________________________
Proposed Advisory Title: ______________________________
Appointment Term / Review Date: ______________________________
Signature: ______________________________
Date: ______________________________
Email: ______________________________
Phone: ______________________________
Witness / Governance Officer Name: ______________________________
Witness / Governance Officer Signature: ______________________________
Date: ______________________________
26. Adoption Record
This Advisory Board Charter should be adopted only after legal counsel review and approval by the appropriate institutional authority. The adoption record should state version, approval date, approving authority, counsel reviewer, effective date, related documents, implementation responsibility, review cycle, and supersession of prior drafts.