Protocol for Board members


Board members each have an individual responsibility to monitor project, administrative, financial activities and all activities in general undertaken by the organization. It is therefore of great importance the Board members are provided with detailed and truthful reports by the employees of the organization –personified by the director- about these activities.

Detailed and accurate information about the organisations financial operations and management is crucial, as is oversight of the same. The risk of insufficient rapportage and oversight is that mistakes or worse can occur. In such a case, director and Board members would be legally accountable. Another risk is that the operations of the organization would be open to straying away from the organisations’ mission.

Board members also have a duty to oversee that day to day activities are conducted in line with the organisations’ constitution, mission and business plans.

Oversight protocols in FAIR

In the recent past, FAIR has developed from a ‘shoebox’ organization where the director operated virtually alone.Rapportage and oversight were insufficiently executed. To remedy this situation, protocols have been developed  to prescribe each of these functions. These protocols are:

  • monthly and annual financial reporting, displayed on an internet documents page that all Board members have access to (mindful of the fact that FAIR’s Board consists of members from different countries).
  • a one-year operational budget displayed on the same page
  • monthly summaries and output of activities, also displayed on the page as above
  • a rule that funding strategy and proposals are posted on the same page, to enable the Board to monitor funding policy
  • a rule that strategy and project documents detailing the most important activities are also posted on the internet site.

Commenting and amending

The monthly reports and strategic documents will, if all goes well and Board members exercise their oversight function, lead to questions and discussions. Why was so much money spent on this, what activity was that, when did we discuss A,B,C? The recent past has seen a flurry of Board correspondence to that effect.

In order to ensure that questions are answered, views and amendments are done justice,  and contributions do not stay in email inboxes at risk of being  unprocessed,  a way must be developed to ‘translate’ these Board members’ contributions to the decision-making level.

It is not sufficient for the director to answer queries on email and that that is where the discussions are left.  This will only lead to an accumulation of unresolved issues.  (What should be done, for instance, when a Board members view differs from another Board members view, and the director  as a third party interacts with both? How will that issue be resolved?)

The Board has to be enabled to gather the views, amendments and contributions of individual Board members, and from there galvanise directives so that these can be centrally communicated to the management of the organization. The ‘directive channel’ between the Board and the management of the organisation should be the Secretary General.  It is the SG’s duty to call a Board meeting when there are differences of opinion within the Board, and to ensure, through a transparent discussion and voting process, that correct directives are given to management.  Whilst minor questions from individual Board members could be presented to the director directly, this channel should be used with moderation. Board members must bear in mind that the manager needs to spend his/her time on the management of the organization and not on interaction with individual Board members.

The list of protocols for Board members as follows:

  1. Board members who wish to query monthly office reports, financial and otherwise, engage with the relevant subcommittee with a view to having their queries addressed in the next monthly report. The subcommittees on Finance & fundraising, Services & Mission and Standards will take the queries to the secretariat. The subcommittees can also be requested to table issues for Board meetings
  2. Board members who wish that urgent decisions be taken, request the SG to schedule a Board meeting, so that these issues can be voted on and translated into directives

In order to ensure that day to day operations by management continue fully whilst Board discussions and voting takes place, the Secretary General will issue directives from Board meetings and Board discussions to management on a regular basis.  It is proposed that this happens monthly, after the subcommittees’ consideration of the monthly reports; and after each Board meeting.

It is also proposed that, in addition to the verbatim Skype minutes, the SG and Director capture Board decisions and resolutions and circulate them after each Board meeting.

* Adopted on 31 August 2012 

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