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Workshop on Laws Governing NGOs

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A transparent decision-making process in which leadership of a civil society organization, in an effective and accountable way, directs resources and exercises power on the basis of shared …

A transparent decision-making process in which leadership of a civil society organization, in an effective and accountable way, directs resources and exercises power on the basis of shared values.

Presentation from ICNL's Workshop 'Developing Civil Society Law in Bahrain' . This and many other presentations on the subject can be downloaded at http://www.icnl.org/programs/location/mena/bahrain/

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  • Presentation from ICNL's Workshop 'Developing Civil Society Law in Bahrain' .
    This and many other presentations on the subject can be downloaded at http://www.icnl.org/programs/location/mena/bahrain/
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  • Transcript

    • 1. Workshop on Laws Governing NGOs Manama, Bahrain April 4-5, 2007
    • 2. Organizational Governance Issues Catherine Shea ICNL
    • 3. Dilbert definition of governance “ When you don’t know what to do, you form a committee.”
    • 4. Good NGO Governance
      • Example of a definition
      • “ A transparent decision-making process in which leadership of a civil society organization, in an effective and accountable way, directs resources and exercises power on the basis of shared values.”
      • CEE Working Group on NGO Governance
    • 5. Principles of good NGO governance
      • Legitimacy (authorization)
      • Transparency
      • Accountability
      • Participation
      • Empowerment
      • Credibility
      • Effectiveness
    • 6. Four main governance functions
      • Mission
      • Values
      • Resources
      • Outreach
    • 7. Key issues
      • Organizational forms & structures
      • Leadership & decision-making
      • Process of acquiring power in the NGO
      • Division of roles and responsibilities
      • Conflict of interest issues
      • Ensuring proper participation from stakeholders
      • Evaluating both process and impact
    • 8. How can the law help?
      • Prescribe multiple bodies to govern and manage the organization
      • Prescribe collective leadership (highest decision-making body)‏
      • Minimum requirements for what should be in bylaws
      • Ensure financial oversight (e.g. supervisory board)‏
      • Give general guidance regarding board responsibilities
      • Require conflict of interest policies
    • 9. Legal Rules Promoting Good Internal Governance
      • General Rule: Laws should provide minimum standards for organizational structure and good governance, leaving substantial discretion to the organization to structure its internal governance in the most suitable manner
    • 10. Legal Rules Promoting Good Internal Governance
      • Designation of the Highest Governing Body for each organizational form
      • Designation of minimum number of members for highest governing body
      • Rules for organizational decision-making
      • Rules relating to contents of organization’s statutes
    • 11. Legal Rules Promoting Good Internal Governance
      • Legal provisions regarding content of statutes
        • Name, address, purposes and activities
        • Identification of highest governing body and rules for its selection and perpetuation
        • Powers the highest governing body may delegate
        • Identification and responsibilities of executive officers
        • Quorum and voting rules
        • Rules for amending statutes
        • Rules for dissolution, merger, change of organizational form
        • Membership rules
    • 12. Legal Rules Promoting Good Internal Governance
      • Rules governing conflicts of interest and self-dealing
        • Conflict of interest
          • Requirement that individual with a conflict recuse him or herself from decision-making
          • Requirement that organization have procedures for dealing with conflicts of interest
          • Requirement that organization get the benefit of the bargain in any transaction involving a conflict
        • Prohibition on Self-dealing
    • 13. Examples of Governance Provisions
      • 7.1 The highest governing body of an association shall be the assembly of members. The assembly of members shall consist of all members of the association.
    • 14. Examples of Governance Provisions
      • 7.4 Any member of a governing body shall recuse himself from the consideration or decision of any matter in which he has a personal or economic interest. Any transaction between the organization and its members, officers, members of the Board or employees must be concluded at fair market value or on terms more favorable to the organization.
    • 15. Examples of Governance Provisions
      • 7.3 The highest governing body shall have ultimate responsibility for the policies and financial affairs of the organization and shall meet at least once a year, at which time it shall review and approve the assets, liabilities, income, expenditures, and programs of the organization for the past year as well as anticipated assets, liabilities, income, expenditures and programs for the upcoming year.
    • 16. Examples of Governance Provisions
      • Foundation organs are board of representatives and executive board. Board of Representatives is a management board which consists of a president and a certain number of members. . . . President of board of representatives is a federal minister or his deputy or a person appointed by the minister or his deputy.
      • Article 10, Law on Foundations and Funds, The Federation of Bosnia and Herzegovina, 1998
    • 17. Examples of Governance Provisions
      • Proposed law on associations in Turkey
        • Required publication of meeting notice in local newspapers 15 days in advance, communication to territorial governor, along with list of members
      • Successful arguments against provision: It does not ensure adequate notice to members; associations are able to best tailor notice requirements to their membership. Moreover, no need for government involvement.
    • 18. Examples of Governance Provisions
      • Draft Turkish Law on Foundations
        • Governance issues presented by draft
          • Restrictions on foreigners serving as board members
        • Arguments
          • Article 11 of the ECHR protects the right of “everyone” to associate; therefore a state may not bar founders from associating with whom they choose, whether or not a foreign person.
    • 19. Examples of Governance Provisions
      • Draft Turkish Law on Foundations
        • Governance issues presented by draft
          • Permanent disqualification of a person from serving on a board if removed from any board
        • Arguments
          • Barring of board members unusual except in cases of serious violations of the law. Better models exist for sanctioning individual board members, with limits on time and availability of procedural safeguards (see, e.g., the Netherlands)‏
    • 20. Examples of Governance Provisions
      • Draft Turkish Law on Foundations
        • Governance issues presented by draft
          • Participation of government official from the GDF at annual foundation meetings
        • Arguments
          • Foundations are private organizations and government should not be allowed to intrude on their affairs
          • Government participation is a violation of Article 8 of the ECHR, the right to privacy
          • Government participation violates Article 11 of the ECHR – infringes on the right to decide who will be a member and who has the right to attend