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Terms of References for Board of Directors

TERMS OF REFERENCES FOR BOARD OF DIRECTORS
Approved by General Meeting dated 23 March 2017

 

Introduction

The following Terms of Reference define the respective roles, responsibilities, and terms expected of the Board of Directors as per Transparency International Kyrgyzstan Organization’s Statutes and General Meetings decisions. Any amendment(s) to these Terms of Reference must be ratified by the Board and subsequently by General Meeting of the Transparency International Kyrgyzstan before taking effect. These Terms of References are in full compliance with the Statutes and regulate issues not covered therein.

Purpose, responsibilities and authority

The purpose of the Board of Directors is to:

  • provide the management with leadership and focus consistent with the goals and objectives, statutes, other internal documents and projects of Transparency International Kyrgyzstan.

The Board of Directors is responsible for:

  • leading the activity of the Organization during the time between the General Meetings;
  • ensure that Transparency International Kyrgyzstan independence and reputation are not jeopardized.

In case the organization decides to open membership to types of members other than founders, board members: 

  • check applications of persons who want to join the Organization’
  • give the membership certificates to the members of the Organization, unless they are board members or  founders;
  • determine the quantity of the membership dues (regular or one-time), if any; 

The Board of Directors has the following authorities:

  • grant membership and terminates membership in the Organization;
  • approve of grant proposals and projects;
  • creates departments of the Organization;
  • affirms the budget, including pay schedules and salaries of the officials of the organization;
  • solve all issues which are beyond authority of the other management organs of the Organization.

Election of Board of Directors

Board members are elected at the General Meeting by a secret vote by a simple majority of voices for the term of four years for maximum two terms. Candidates for the board shall be either recommended by one of acting board  members or any other member of the organization or be self-recommended.

The Board consists of board members.

Board members have the right to resign by submitting a written request to the board to be further approved by the General Meeting. 

 

The chairman of the board

The Chairman of the Board is elected by the General Meeting by the way of secret voting to the period of four years, for maximum two terms. The Chairman represents the Organization, leads the activity of the Management Organ, and implements other functions delegated to him/her given by General Meeting and Law.

 

The executive director

The Executive Director is elected by the General Meeting by the way of secret voting to the period of five years with the right to be reelected. The executive director bears responsibility for his/her activity before the General Meeting and the Board and reports to them.

 

Board Meetings

Meeting of the Board is valid if more than the half part of its members take part in it and the decisions are accepted with the majority of simple vote. The Executive Director of the Organization is an ex-officio Board member and shall participate in the Board meetings. Draft protocol with all attachments thereto shall be sent by e-mail prior to the meeting. Final draft Board meeting protocols shall be compiled with all comments incorporated and sent by e-mail for verification by the Board members. Final protocols shall be printed out, signed by the Chairman and the meeting secretary and kept on file. The Board has the right to vote by e-mail. All Board decisions must be recorded in the protocols of the Board meetings.

 

Conflict of interests

The members of the Board of Directors will in most cases have other business and professional affiliations. Members of the Board of directors shall not undertake any paid work from the organization. Companies or other organizations with which such individuals are affiliated should not be disqualified from working for Transparency International Kyrgyzstan, or otherwise participating in projects in which Transparency International Kyrgyzstan and Transparency International (TI) are involved. However, such companies or organizations should not be given an “inside track” with respect to such work. Such situations must be reviewed on a case-by-case basis so that equitable ground rules can be developed.

 

Each Member of the Board of Directors shall declare in the Register of Interests of Transparency International Kyrgyzstan Board of Directors any and all interests that could potentially lead to, or could conceivably be perceived as, a conflict of interest.

 

Accountability

The procedure below describes the steps which should be followed when a staff or Board member believes that any Transparency International Kyrgyzstan body has accepted, or is considering accepting, funding from an inappropriate source. Other people associated with Transparency International Kyrgyzstan may also make use of this procedure.

 

If any staff or Board member of a Transparency International Kyrgyzstan body is concerned that there is a threat to Transparency International Kyrgyzstan independence or reputation from donations already received, or about to be accepted, the person(s) should draw this to the attention of the Executive Director or Chair of the Board of Transparency International Kyrgyzstan.

 

If necessary, the Chair of the Board or Executive Director will consult with the Fundraising Task Force of the Transparency International Board and seek their advice on whether to accept funding from a specific donor. More details are provided in TI Donation Policy, Procedure and Guidelines. 

 




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