Noolaham Foundation Governance Board

The Governance Board (GB or Board) is the principal and highest governing body of the Noolaham Foundation. The board is an all volunteer team. The board shall exercise its decision-making authority in a transparent and consistent way. All decisions should be taken with the focus on Noolaham Foundation’s sustainability and long-term objectives. Key decisions and policies must be documented and disseminated on a regular basis to Noolaham Foundation’s community. The Chief Operating Officer is an ex-officio member of the board, without voting rights. Chief Operating Officer is responsible for documenting, following up and implementing the operational action items and resolutions of the board.

The board sets the values and goals, allocates resources, controls risks and monitors performance. The Chief Operating Officer is responsible for the operations and execution. She/he shall engage volunteers via process and project teams to supplement key capabilities. Board of directors, in their capacity as directors must limit their involvement to areas specified in this manual. Specifically, they should not directly interfere with operational matters outside of the documented reporting and communication channels.

The board is responsible for strategic management, policy development, sustainability, oversight and accountability, quality assurance, resource mobilization and appointment of committees.

Key Responsibilities

Strategic Direction
The board is responsible for developing and managing long term strategic management of Noolaham Foundation.

Policy Development
The board develops organizational policies and puts in organizational structures to ensure their implementation.

Sustainability
The board is responsible for organizational, financial and regulatory sustainability of the foundation.

Resource Mobilization
The board is responsible for developing and managing the Annual Plan of Noolaham Foundation and its Chapters. It is the responsibility of the Noolaham Foundation and its Chapters to ensure that the Board has access to the financial information of all its entities.

Oversight and Accountability
The board has the responsibility to monitor and evaluate the processes and projects. It has the responsibility to evaluate the COO performance every six months and provide written feedback.

Quality Assurance
The Board is responsible for the overall quality of the work completed by the Noolaham Foundation. The Board shall ensure that the Board, Management and Staff work in accordance with internationally recognized standards.

Community Building
Volunteer mobilization, community relations, collaborations, and partnerships are critical for Noolaham Foundation. Board is responsible for nurturing these relationships in a transparent manner. Further, the Board shall ensure that Noolaham Foundation engages and contributes to the Communities of Practice in the fields it operates.

Appointing Special Committees
The RB shall appoint Special Committees/Action Committees with clear Terms of Reference to achieve specific results within a timeframe. These Committees shall be delegated powers to perform tasks such as raising funds, managing research and organizing events. Special committees shall seek assistance from management and other stakeholders when required. Any processes involved with finance should comply with the financial procedures of Noolaham Foundation and the Chief Financial Officer of the organization.

Governance Board Committees

Currently, there are two Governance Board committees: Human Resources Committee and Collections Committee. Their composition, roles and responsibilities are outlined in the upcoming chapters.

Membership Qualifications

• A person seeking to be a member of the Governance Board must have aligned interests with the mission, objectives and values of Noolaham Foundation. She/he must take attendance, time, request for comment and oversight responsibilities seriously.

• A new board member should have been an active contributor to the organization and/or bring significant value to the organization. All board members must take responsibility for minimum 5% of bricks that sustain the Noolaham Foundation.

• Diversity, inclusivity, and plurality are at the core of Noolaham Foundation’s mission to serve Sri Lankan Tamil speaking communities. A board member must demonstrate unequivocal support for these core values.

Directors’ Duties

Noolaham Foundation’s directors are legally and ethically responsible individually and collectively to execute the responsibilities of the Governance Board. Directors have fiduciary duty to act in the best interest of the organization, duty of care and duty of loyalty. Further the following conflict of interest duties apply.

Conflict of Interest
All directors have a duty to disclose a real, perceived or potential conflict of interest at the earliest possible time to the Governance Board and relevant stakeholders.

Cases of conflict of interest include:

• Noolaham Foundation directors are unpaid volunteers. A director should not be paid or financially compensated directly or indirectly. A paid staff person cannot become director for a minimum of two years after the end of her/his employment with the organization.
• A director shall not appropriate organizational resources such as information, funds, collections or staff resources for their personal projects or interests using his access/capacity as a director. Please note, this does not preclude her/him from using Noolaham Foundation services as a regular user.
• Directors have a duty to disclose and not be the sole Governance Board mentor for processes where they brought in a Sponsored Employee or external staff resources.
• A director shall not appropriate an opportunity that has been presented to the organization for her/his persona benefit and for another organization.

Board Composition

The board shall consist of 11 members.

• The Chief Operating Officer is an ex-officio member of the board, without voting rights.
• All board members are equal without any positions, except for the rotating role of the Convener.
• The board shall consist of at least 6 members who contribute to financial resource mobilization.
• NF shall undertake reasonable and active effort to nominate individuals from diverse backgrounds, noting the value of diversity in decision making and program development and noting the various barriers that exist for people from diverse backgrounds to contribute.

Board Roles

Governance Board Convener
Governance Board Convener is the person responsible for compiling and prioritizing Agenda based on input from COO and volunteers, organizing and conducting the Governance Board meeting and communicating the Meeting decisions and minutes with relevant stakeholders. She/he is responsible for correspondence on behalf of the Governance Board. Honorary Chairperson shall act as the Convener if the Convener is unable to attend the Board meeting. The Governance Board Convener role rotates between all Board members every six months.

Staff Secretary
The staff Secretary is responsible for keeping legal minutes and records of the Board meetings. COO is responsible for this role. She/he shall engage the Finance and Administrative Officer as appropriate in assisting with record keeping.

Honorary Chairperson
The Governance Board shall nominate a current director with an exceptional contribution record to Noolaham Foundation as a Honorary Chairperson. She/he is chosen by the board. She/he term corresponds with the term for their directorship role. She/he represents the Noolaham Foundation ceremoniously, including signing off on correspondence, providing Annual Report statements, and being Noolaham Foundation’s representative at events.

Board Roles

Governance Board Convener
Governance Board Convener is the person responsible for compiling and prioritizing Agenda based on input from COO and volunteers, organizing and conducting the Governance Board meeting and communicating the Meeting decisions and minutes with relevant stakeholders. She/he is responsible for correspondence on behalf of the Governance Board. Honorary Chairperson shall act as the Convener if the Convener is unable to attend the Board meeting. The Governance Board Convener role rotates between all Board members every six months.

Staff Secretary
The staff Secretary is responsible for keeping legal minutes and records of the Board meetings. COO is responsible for this role. She/he shall engage the Finance and Administrative Officer as appropriate in assisting with record keeping.

Honorary Chairperson
The Governance Board shall nominate a current director with an exceptional contribution record to Noolaham Foundation as a Honorary Chairperson. She/he is chosen by the board. She/he term corresponds with the term for their directorship role. She/he represents the Noolaham Foundation ceremoniously, including signing off on correspondence, providing Annual Report statements, and being Noolaham Foundation’s representative at events.

Board Meetings

Please see the Governance Board Meeting procedure.

Board Assessment

The Governance Board is accountable to staff, volunteers, content contributors, source contributors, donors, supporters, users and the communities it serves. Assessment is an important component for accountability. Assessment is important to ensure that the Board members carry out their roles and duties reponsibily. The bricks can be updated during the time of the assessment and used as an approximate evaluation tool to guide the assessment process.

Two types of assessments are to be undertaken in November reflecting on the performance for the year. The achievements and shortcomings can be valuable input to the Annual Report.

• Board Assessment
• Board Member Self-Assessment

If a board member is not able to fulfill minimum duties, the Board shall undertake a Board Member Assessment. If the assessment results are poor, the Board shall request the member to become a Gray Member until they are able to contribute better. If that board member is unable to bring their performance up in the Gray Board, she/he shall cease their Governance Board directorship.

Gray Board

The number of positions in the Governance Board is limited for logistical reasons. However, there is a need to involve and take input from key volunteers who contribute significantly to processes and projects. There is a need to support volunteers or even existing board members who are unable to function as full board members for personal reasons. Further, there is a need to develop the next generation of leaders. Recognizing these needs, Noolaham Foundation has established a Gray Board. Towards these aims, at least one third of the Gray Board members should consist of the marginalized and underrepresented communities.

Gray Board consists of key volunteers who can provide valuable insight and supplement Noolaham Foundation’s capability. Gray Board members have preview to Noolaham Foundation’s Board communications and are invited to the Board meetings. However, they do not have legal obligations and do not have voting rights.

The qualifications and election process for for Gray Board are same that for the Governance Board except that they only need to take responsibility for minimum 3 bricks that sustain Noolaham Foundation. Please refer to the Governance Board Member Qualification and Election Process process sections for details.

Emeritus Board

Emeritus Board consists of invited former Board members, Steering Board members, Regulatory Board members who are able to continuously provide strategic input to Noolaham Foundation. They can engage with selected processes and project teams.

Advisory Pool

Advisory Pool is a network of individuals who provide technical advice and inputs to Noolaham Foundation’s programs, operations (processes and projects), and governance. Experts from diverse fields, including librarians, archivists, documenters, subject scholars, researchers, writers, project managers, facilitators, publishers, photographers, videographers, accountants, legal experts, designers, communication specialists, translators and ethicists will be identified and engaged as process or project affiliated experts. Scope for an Advisory Board is to be explored in the short term.