Governance and Management

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The Board of Directors of Noolaham Foundation (BOD), Board of Directors of Noolaham Chapters (BOC) and Regulatory Board (RB) are the three layers in the governance. Sector Teams and Volunteers Teams are formed from the resource persons who are predominantly Noolaham volunteers. The Chief Executive Officer/ Chief Program Executive from Management report to a Designated Director, who is appointed by the BOD.

Board of Directors (BOD)

The Board of Directors (BOD) is the principal and highest governing body of the Noolaham Foundation. The BOD shall exercise all powers necessary for the trusteeship and administration of the Noolaham Foundation. The BOD holds all rights to finalize and approve the decisions received from any source, namely the Regulatory Board (RB), the BOC or the general membership.

The Board of Directors shall exercise their decision-making authority in a transparent and consistent way. All decisions shall be documented and disseminated internally to the Noolaham Foundation’s network. By-law articles and key policies should be circulated and consulted with the with Noolaham Foundation’s internal network. All decisions should be taken with the focus on Noolaham Foundation’s sustainability and long-term objectives.The BOD along with the Regulatory Board are responsible for ensuring financial and organizational sustainability of Noolaham Foundation.The BOD shall develop or modify systems and procedures to ensure Quality Assurance and Project Assurance as required.

Key Responsibilities of the BOD

• Strategic Management –The BOD is responsible for developing and managing long term strategic management of the Noolaham Foundation.
• Sustainability–The BOD and the RB share the primary responsibility of the sustainability of the Noolaham Foundation.
• Quality Assurance–The BOD is responsible for the overall quality of the work completed by the Noolaham Foundation. The BOD shall ensure that the RB, Sector Teams, Management and Staff work in accordance with internationally recognized standards.

New directors to the BOD can be nominated by existing directors, RB, Chapters and Patrons. New directors should have been active contributors to the organization and/or have expertise in areas required by Noolaham Foundation. Directors must share the mission, objectives and values of the Foundation.

The BOD meetings are held quarterly. The meetings can also be called at the request of any two directors. Two-thirds of the BOD represents the quorum. If all directors are not present, decisions must be made by consensus or with two-thirds majority. The Global Annual Plan and all project approvals must to be signed off by the BOD.

Noolaham Foundation relies on its Management and Staff to carry out most of its day-to-day operations. Staff act in accordance with policies and guidelines set forth by the BOD and RB.

Regulatory Board (RB)

The Regulatory Board(RB) shoulders the responsibility for the smooth functioning and management of the Noolaham Foundation. It acts as the vigilant and advisory body to analyze, appraise and provide recommendations to BOD about policies and programs. The RB should communicate all relevant information and matters on a regular basis to Noolaham Foundation’s internal network.The Regulatory Board is responsible for Strategic Management, Planning, Fundraising, Resource Mobilization, Advocacy and Community Building.Fundraising, Technology, Information Services, Preservation & Archiving, and Advocacy &Community Development are identifiedas special sectors. The Chief Executive Officer/CEO shall be invited by the RB to document, follow up and implement the actions and resolutions of the RB.

Key Responsibilities of the Regulatory Board

• Financial Management of Noolaham Foundation and Noolaham Chapters -The RB is responsible for developing and managing the Global Annual Plan of Noolaham Foundation and its Chapters. It is the responsibility of the Noolaham Foundation and its Chapters to ensure that the RB has access to the financial information of all its entities.

• Appointing Special Committees –The RB, in consultation with the BOD, shall appoint Special Committees/Action Committees with clear Terms of Reference to achieve specific results within a time frame. 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.

• Official Language Policy and Implementation-Recognizing that internal documentation practices are exemplary of Noolaham’s objectives and values, the organization must make all official policies and guidelines in Tamil and English to ensure full participation of Tamil-speaking communities in Sri Lanka and in Diaspora.

The majority of RB members represent the quorum. Consensus is the preferred decision-making method. If a consensus cannot be reached, decisions can be made with a simple majority. All projects, change requests to projects and funding allocations need to be signed off by the RB. All meeting minutes must be documented and shared in accordance with internal standards.

Operational Management

The day to day activities and tasks of the Foundation are currently being managed by various volunteers and staff. Chief Program Executive (CPE) is in charge of the staff and oversee all program related activities and reports to the Designated Director. Program Officer and Program assistants are responsible for day to day activities related to specific programs.

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