The Founding Partners and Trainers – Initial Assumptions and Agreements:
Initially, six parties, with their entities, have committed to being the United States (US) Founding Partners Group (FPG) of PGA. These parties are:
- Dr. Ed L. Hansen, Executive Leadership Systems
- Shohrab Hossain
- Matt Hart, Millennium Image
- Ben Richie
- Charlsea Hansen
- Carl Bryon
PGA Bangladesh Management Team:-
- Dr. Ed L. Hansen
- Shohrab Hossain
- Dr. Delwar Hossain
- Sabina Yeasmin
- Dr. Aynul Islam
- Manzurul Haque
The International Founding Partners (IFP) Group consists of the US FPG and:
- Shohrab Hossain
- Shenoy Robinson
PGA (US) will be a Limited Liability Corporation (LLC) in accordance with the laws of the US State of Arizona. In the International arena, corporate structures will be established in consideration of the laws of the country in which the Country Manager operates his or her business.
Other partners will be added as the organizational structure evolves. There has been no Cash Call, other Partners can still be added to the FPG (or one or more of the initial FPG may withdraw).
For the purposes of this Business Plan (BP), the following persons are potential New Partners, who may effectively be part of the US FPG.
- Mark Tozzio, HPPD, Inc.
- Mike Goza
- Cori DiSimone
- Rich Feller
- George Swan
- Shelby Kutty
- Mike Enriquez
- Patrick Cooper
Named parties need only opt-in at their discretion before the LLC structure is set. From those who opt-in, a Managing Partners Team will be identified.
It is also understood that the Founding Partners might elect to add other new Partners for any number of reasons. It is agreed that adding Partners will only occur by mutual agreement of the Founding Partners and that, further, any dilution of initial (or subsequently adjusted) Founding Partner’s ownership shares to create shares for any new Partner will occur only by mutual agreement of the Founding Partners.
If Venture Capital (VC) is, at any point, sought and accepted, the Founding Partners will dilute their shares equally to meet the meet any ownership requirements of the Venture Capital Agreement. No outside capital – for which PGA will be held accountable – will be accepted by PGA or its Founding Partners before the legal formalization of PGA has been completed and financial management and accounting structures are in place.
The company was begun without a Capital Investment Call. Each of the Founding Partners was apportioned twenty (20) percent ownership interest in PGA. The Founding Partners agreed that there was no initial or inherent asset in the company. The company would be built on “Sweat Equity”. Initial expenses will be borne from the personal resources of the US FPG until such time as that is no longer possible. The FPG has agreed that such expenses will be repaid by PGA when start-up capital or Operating Revenues are generated.
Each Founding Partner is to contribute, as appropriate to their skills and time, what “Sweat Equity” is required to make the start-up work. The Founding Partners agreed that as cash requirements are identified each of the Founding Partners would contribute in accordance with their share percentage. A Founding Partner can “opt-out” at any time prior to the legal formalization of the company. This can be done by simply relinquishing any claim to the initial percentage of ownership assigned to that party.
By agreement of the Founding Partners, the initial base of the Founding Partners can be adjusted by mutual agreement. That is to say, because this is a “Sweat Equity” and Cash Call start-up, any party to whom this concept is presented may opt-in at a negotiated level.
While initial share percentages were distributed equally, it was determined that adjustment could be made by mutual agreement. It is accepted that any one of the Founding Partners can decide to assume less responsibility and liability than is reflected in 20% ownership. It is understood that any Founding Partner might not want to make a Cash Call or might not be able to meet a Cash Call. This could affect ownership shares. The Founding Partners agree this will be addressed by mutual agreement if and when the situation arises.
International Partners (IP) will be used to develop and operationalize international education and training opportunities. One or more partners will be identified for each country in which PGA operates. IP will not dilute the Founding Partner shares. PGA will partner with its IP as an entity. For example, if PGA were to partner with Dr. Shenoy Robinson in India, who is DBA “CATEX”, the partnership would be between PGA (USA) and CATEX. Shares of ownership between these parties (PGA and CATEX, for example) would be appropriately negotiated. Any resulting partnership will be managed within the context of PGA’s “International Branch”.
IP will hold key functional positions within the International Branch of PGA. These would include, but not be limited to:
- International Services Coordinator (IFP) – Mr. Shohrab Hossain
- Country Director, India (IFP) – Dr. Shenoy Robinson
- Country Director, Canada, Bangladesh & UAE – Mr. Shohrab Hossain (Mr. Camille Gagnon has also been proposed as Country Manager for Canada)
- Country Directors, Cayman Islands – Sydney Ebanks and/or Darley Solomon
International Partners will be encouraged to build their in-country activities to the maximum extent possible and practical. PGA will lay no claim to in-country business activity which was not negotiated to be part of the PGA portfolio. And, of course, this list of IP and their roles will expand as PGA grows on the international front.