INTRODUCTION

This page outlines the roles and responsibilities of members of Joint National Association of Persons with Disabilities (JONAPWD) Boards. It also outlines the time and effort that Board members are called upon to commit to the organization. Two important documents to review along with this manual are:

  •  JONAPWD Constitution
  • JONAPWD Brochure/Profile.

 JONAPWD Board as used here, unless otherwise clearly specified, refers to the Board of Trustees and the Board of Directors, and the provisions, where generally applicable, will be for both the Board of Trustees and the Board of Directors.  

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BOARD OF TRUSTEES (BOT)

The Board of Trustees is the legal holder and the highest decision-making BOTy of JONAPWD. The BOT has the overall responsibility of providing broad oversight functions as well as corporate leadership and governance for the entire organization. BOT members will also use their individual and collective goodwill and networks to support the growth of the organization. In the event of the organization winding up, the BOT reserves the right to decide how the assets and liabilities of the organization will be finally disposed of.

Membership of the BOT

The names of individuals whose names are registered with the Corporate Affairs Commission, shall be the members of the Trustees, and shall also constitute the members of the organization. The number of Trustees shall not be less than five or more than Eleven (must be an odd number). Every Trustee shall hold office for four years, and could be re-appointed for another term of four years and no more. A trustee shall cease to hold office if he/she:

  • Resigns his/her office
  • Become insane or of unsound mind
  • Is officially declared bankrupt
  • Is convicted of a criminal offence involving dishonesty by a court of competent jurisdiction
  • Is recommended for removal from office by a two-third majority of the remaining Trustees at an annual general meeting of the organization.

AGM composition: shall be made up of members of Board of Trustees, members of Board of Directors, the representatives of the Management Team, representatives of JONAPWD Executive Committees and other representatives of JONAPWD cluster networks at national and state levels in line with the provisions in the constitutions. BOT Chairperson will preside over AGM which shall hold as scheduled in the last quarter of the fiscal year. BOT may delegate this to the BOT Chairperson. The Management Team referred to here comprises the Executive Director and the Directors or Heads of Programs and Finance Departments.

Organization and Authority

The Chairperson shall preside over the meetings of the BOT, and in his/her absence, the members present will appoint a member to preside over the meeting and exercise all the authorities of the Chairperson.

The BOT Chairperson may sign, with attestation of the Board of Trustee Secretary and the President, any deeds, mortgages, bonds, contracts or other instruments which the Board authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, JONAPWD’s Constitution or Statutes to some other officer or agent of the organization. And in general, the Chairperson shall perform all duties incident to that office and such other duties as may be prescribed by the Board from time to time.

The Secretary shall:

  • Keep the minutes of the meeting of the BOT
  • See that all notices are duly given in accordance with the provision of this Manual
  • Be the custodian of, and see that the seal of the organization is affixed to all documents the execution of which on behalf of the organization under its seal is duly authorized in accordance with the provisions of JONAPWD’s Constitution.
  • Keep a register of the contact addresses of each Trustee, which shall be furnished to the Secretary by such Trustee, and
  • In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him/her by the Chairperson, or the Board.

The Board may also retain the services of a Legal Adviser and any other professional required by the organization, however, they will not be regarded as members of the Board.

BOARD OF DIRECTORS (BOT)

Authority

Boards of Directors are charged with legal and fiduciary oversight of the organizations they govern, deriving their roles and responsibilities from the Board of Trustees which devolves their governance oversight responsibilities to the Board of Directors in all areas, except where otherwise so expressly stated herein this Board Manual or JONAPWD Constitution. The Board of Directors shall perform the governance oversight, and shall be members of the Executive Committee of JONAPWD and BOT members. They will be assisted by an oversight Committee, which shall act for the Board of Directors in-between its meetings. The BOT Chairperson, BOT Secretary, and one other BOT member shall constitute the Oversight Committee. Unless otherwise constituted, the BOT of JONAPWD shall be made up of 5-8 members. BOT Chairperson or BOT Secretary should not be BOT chairperson or BOT secretary. The president of the Executive Committee shall be the BOT Chairperson and the Oversight Committee Chairperson.

Ability to advocate for issues and concerns covered under the philosophy and mission of JONAPWD.
Recruitment

In selecting BOT and BOT members, JONAPWD has considered a range of approaches of which the following have been adopted as the most suitable:

  • BOT members’ renewal/selection at JONAPWD will be by having existing BOT members propose names. Proposed names are discussed and agreed on with the rest of the BOT members. If there is no objection from BOT, the prospect will be officially notified in a letter of the decision to have him/her serve on the BOT. Upon expressing interest / agreement to the proposition, the prospective member will forward his/her Curriculum Vitae (CV) or resume to the BOT for review. If the review of the CV or resume of the prospective BOT member is satisfactory, an official letter of appointment will be issued inviting him/her to join the BOT. Upon receipt of the letter of appointment, the prospective member will forward a letter of acceptance to the Board.
  • BOT members’ renewal/recruitment at JONAPWD will be by election into executive committee at the general Assembly by delegates. After election, certificates of return are issued to the elected executive committee members and they are sworn-in as executive committee members according to constitutional provisions.
  • Then some executive committee members and all the BOT non-executive committee members are co-opted into the BOT by issuing them letter of confirmation to the BOT. The president and the secretary of the executive committee shall be co-opted into the BOT first before any other executive committee member is considered.
  • In recruiting members to serve on the Board, care will be exercised to ensure that the Board is fairly representative of her constituencies, demographically and in terms of skills and knowledge. This means the Board should reflect, as much as possible, the diversity of the population served in terms of age, ethnic group, gender, religion, geography, etc. In addition, the Board should collectively possess the full range of skills and expertise necessary to perform its role in enabling the organization to fulfill its mission.

Resignation from the Board

A Board member could decide to resign for a number of reasons:

  • if they no longer agree with the mission of the organization
  • if they do not have enough available time
  • if they become unable to carry out assigned tasks due to health or other reasons
  • if it is in the best interest of the organization, particularly over a conflict of interest.

A Board member who wishes to resign should discuss the issues relating to such decision with the BOT Chairperson. If the decision cannot be reversed, he/she should in writing communicate the resignation to the Board Chairperson.

BOARD CODE OF CONDUCT

Contract

JONAPWD requires that Board Members sign a contract formally taking on the responsibility of governance of JONAPWD. In addition to providing the Board Member with a message that asks for a serious commitment, the contract is used to directly prescribe the Board members’ behavior. By appending his/her signature to the contract, a Board member is agreeing to abide by the rules of the organization, a violation of which, the Board then has grounds for their removal.

Conflict of Interest Policy

Conflict of interest arises whenever the personal or professional interests of a Board member are potentially at odds with the best interests of JONAPWD. Examples of this include:

  • A Board member proposes / initiates a transaction that will be of financial benefit to him/her.
  • A Board member proposes that a relative or friend be considered for a staff position.
  • A Board member performs professional services for an organization with similar focus as JONAPWD.

Such transactions are perfectly acceptable if they benefit JONAPWD, and if the Board member made the decisions in an objective and informed manner. Although these transactions may not be illegal, they are, however, vulnerable to legal challenges and public misunderstanding. Loss of public confidence in JONAPWD and a damaged reputation are the most likely results of a poorly managed conflict of interest. Because public confidence is important to JONAPWD, the following steps have been put in place by JONAPWD to avoid even the appearance of impropriety:

  • JONAPWD has a conflict-of-interest policy that prohibits or limits business transactions with Board members and requires Board members to disclose potential conflicts.
  • JONAPWD has established procedures, such as competitive bids, that ensure that the organization is receiving fair value in the transaction.
  • The Board will disclose conflicts when they occur so that Board members who are voting on a decision are aware that another member’s interests are being affected.
  • JONAPWD requires Board members to withdraw from decisions that present a potential conflict.
  • All Board members are required to sign a conflict of interest document which is updated annually or whenever there is a change.
Confidentiality policy

All discussions during Board meetings should be kept confidential. The process of decision-making should be protected and once a decision is made, Board members should show a united front. Confidentiality about the organization’s issues, interests, finances and plans must be maintained. Board members should not disclose any classified / privileged information about the organization, unless the information is already known by the public or is on public records.

Orientation

JONAPWD conducts orientation for her Board members. The purpose of this orientation is to provide new and existing Board members with enough knowledge about JONAPWD and their role in the governance of the organization so that they can function effectively.  Orientation is a strong team-building activity that should be conducted once a year, either before a regular Board meeting or during a retreat — particularly after new Board members have been recruited. Orientation should be used to share the organization’s mission, vision and values; the organization history; the roles and responsibilities of the Board; the administrative calendar that schedules major activities of the Board; the organizational chart, including the list of current and planned Board committees; and to intimate members with how the Board conducts meetings. New members could be assigned to relevant Board committees during orientation.

Training

JONAPWD will provide training for Board members to build their capacity, increase their participation and enable them effectively perform their role as Board members. Training will be informed by the result of the periodic Board self-evaluation and other topics which Board members agree will increase their capacity to discharge their responsibilities effectively

EVALUATING BOARD PERFORMANCE

 

JONAPWD recognizes that the success of any organization ultimately depends upon the capacity of its directors to provide the vision and direction needed not only to survive, but to develop and prosper. Therefore, JONAPWD is committed to developing the capacity of the Board to improve both their personal and collective contributions to the overall development of the organization.

Periodically, JONAPWD checks her progress against her plans and Mission. The organization also adopts a mechanism for the Board of Directors to evaluate its own performance on a regular (annual) basis to ensure that the Board holds itself accountable to the same standards it holds for all other areas of JONAPWD’s operations.

JONAPWD believes Board evaluation is necessary because:

  • It provides the Board with a chance to reflect on and assess its areas of strength and weakness.
  • It provides the Board with an invaluable yardstick by which it can prioritize its activities for the future.
  • It serves as an educational and consensus-building function — by clarifying and defining the overall standards of performance for the Board.
  • A formal appraisal encourages all members to reflect on what the Board has accomplished, as well as on what it should be doing and how it should work. Such a review can optimally result in all Directors contributing to setting goals of the Board. The commitment of all Directors to the Board’s priorities and to improving Board effectiveness makes those goals all the more likely to be completed.
  • Being a responsible Board member is hard work and is often a thankless job. An evaluation which points out strengths as well as weaknesses can give a Board a sense of its own competence and accomplishment as a group. This is a good foundation on which to build positive change.

 The Board of Directors will evaluate itself every year. A sample of Board Evaluation Form is attached.

The following are areas of evaluation:

  • Membership accountability and governance.
  • Board operations.
  • Legal responsibilities.
  • Financial overview.
  •  
  • Board-management relations

Outputs and Outcomes of programs implementation

ROLE AND RESPONSIBILITIES OF THE BOARD

      JONAPWD Board of Directors, as is presently registered and constituted is made up of 5-8 members; two officers – the Board Chairperson, and the Secretary to the Board; and three to six other members. The Board of Directors meets at least quarterly within a year. Such meetings could be in physical or virtual forms. But as much as possible, should be made physical. The Quorum for a Board meeting will be 50% of the members, including the presence of the Chairperson and the secretary (or in their absence, those appointed to function in their capacity by two-third of 50% or above of the entire board members), and for Board Committees – 50% of its members – including the Committee Chairperson or as directed by the board.

The Board sets strategic directions and objectives (organizational, programmatic, and financial), and monitors and oversees progress, management, and operations of the organization. Individual members of the Board contribute to and participate in the exercise of these responsibilities. In particular, members are expected to contribute significant assistance towards JONAPWD resource mobilization; fund raising; and new business development. They are also expected to project and protect the public image of the organization.

The following are the responsibilities of the Board of Directors in broad terms.

  • Exercise overall responsibility and accountability for the decisions, actions and activities of JONAPWD
  • Discuss and decide overall strategic direction (vision, mission, and values), goals and objectives of JONAPWD
  • Review and approve policies in all areas of need, as appropriate
  • Monitor and oversee execution of all Board decisions and directives
  • Review performance and progress, programs, management, finance and operations, including partnerships and arrangements with institutional associates and partners.

In practical terms and more specifically, the role and responsibilities of JONAPWD Board members are as set out below:

    Legal and Fiduciary

  • Assure adherence to all legal requirements
  • Establish policies for organizational development consistent with JONAPWD constitution and Memorandum and Articles of Association (MAA)
Governance
  • Convene and hold regular meetings of the Board and its various Committees
  • Assign all members to at least one Committee (see below for Committees)
  • Encourage extra-Committee participation by Board members in undesignated areas and/or special projects
 Strategic Direction

Statement of Purpose and Operating Principles

    • Create and approve a formal statement of purpose which will represent an accurate description of the vision and work of the organization
    • Discuss and approve operational principles such as the organization’s core values, and diversity
Mission Statement
      • Participate in developing and approving JONAPWD mission statement
      • Undertake periodic review of the mission statement for accuracy, validity and relevance
    Strategic and Long-Range Planning
  • Participate in formal strategic review and planning processes from time to time
  • Actively participate in the organization’s review, evaluation and planning efforts
 Management
  • Review and approve all major policies of JONAPWD, major program changes, and capital expenditures on all projects over authorized limits.
  • Act as channel to effectively provide guidance and organizational policy to the Oversight Committee Chairperson.
  • Regularly review information materials supplied by staff to maintain an understanding of the issues the organization advocates and is addressing.

Fiscal Responsibility

Financial Health and Security

    • Ensure that JONAPWD has adequate resources to fulfil its mission
    • Approve the annual budget and review budget performance mid-year, and at the end of the year.
    • Appoint independent (external) auditors.

Fundraising

    • Donate to JONAPWD whenever possible, and help identify and solicit prospective donors
    • Help to recruit people to serve on the Resource Mobilization Committee as co-opted members

Appraise project proposals

 Monitoring and Supporting Performance of the Oversight Committee Chairperson (OCC)
  • Ensure that the OCC has the moral and professional support he/she needs to further the goals of the organization
  • Conduct an annual performance evaluation of the OCC.

  Linking JONAPWD with the Community

  • Communicate and articulate JONAPWD’s mission, goals and accomplishments to the public
  • Network with important members of the communities in which JONAPWD operates

 Board Development and Performance

  • Recommend new members to BOT for appointment
  • Orientate new Board members and maintain a balanced Board composition
  • Conduct annual Board self-assessment and propose actions for Board improvement.
Board Committees (within Board of Directors)

Each member of the BOT will be assigned to a Board Committee based on the member’s interest, background and expertise. The Board will establish Committees from time to time as needed. Five standing Committees are recommended: Oversight Committee; Resource Mobilization (Fundraising) Committee; Programs Committee; Board Development Committee, and Business & Ethics Committee.  Other standing or Ad-hoc Committees can be established by the Board as deemed fit, or as circumstances may warrant. The roles performed by some Committees can be combined in view of the few members on the Board. See annex for more detailed list of committees and their typical roles.

Oversight Committee

  • Oversight of legal and fiduciary responsibilities
  • Oversight of overall management
  • Oversight of budget development process
  • Conduct/Oversee organizational evaluations

Programs Committee

  • Advise on new strategies, methodologies and technology
  • Advise on technical issues
  • Advise on appropriate researches / research areas
  • Oversee application of new thinking, lessons, best practice in JONAPWD’s programs and activities
  • Lead Board discussion of topical technical issues

Resource Mobilization Committee

  • Undertake resource mobilization: e.g. speak at fund raising events or with potential donors
  • Oversee resource allocation
  • Review the progress of fund raising
  • Introduce OCC to new resource prospects
  • Accompany OCC on fund raising/resource mobilization meetings/activities

Board Development Committee

  • Recruit and meet with prospective Board candidates
  • Participate in / lead evaluation of new Board members
  • Direct and oversee Board development
  • Work with the Board Chairperson to ensure Board members’ participation
  • Ensure Implementation of diversity policy

Business & Ethics Committee

  • Develop and apply guidelines for ensuring ethical behaviour.
  • Resolve ethical conflicts.
  • Ensure due process for business transactions.

   Board Job Description

The following section details the specific functions to be performed by Board Officers and other members of the Board. It should be reviewed as may be deemed necessary, particularly after proper evaluation of the performance of the Board.

Board Chairperson Job Description

  • Is a member of the Board
  • Serves as the Chief Volunteer of the organization
  • Is a partner with the Chief Executive in achieving the organization’s mission
  • Provides leadership to the Board of Directors, who approves organization’s policies and to whom the Chief Executive is accountable.
  • Chairs meetings of the Board after developing the agenda with the Chief Executive.
  • Encourages Board’s active role in strategic planning
  • Recommend the chairpersons of committees, for Board approval.
  • Serves as ex officio member of committees and attends their meetings when invited.
  • Discusses issues confronting the organization with the Chief Executive.
  • Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.
  • Reviews with the Chief Executive any issues of concern to the Board.
  • Monitors financial planning and financial reports.
  • Plays a leading role in fundraising activities
  • Formally evaluates the performance of the Chief Executive and informally evaluates the effectiveness of the Board members.
  • Evaluates annually the performance of the organization in achieving its mission.
  • Performs other responsibilities assigned by the Board.

In the absence of the Board Chairperson, the Programs Committee Chairperson deputises for the BOT Chairperson.

 Committee Chairperson Job Description

  • Is a member of the Board
  • Sets tone for the Committee’s work.
  • Ensures that members have the information needed to do their jobs.
  • Oversees the logistics of Committee’s operations.
  • Reports to the Board Chairperson.
  • Reports to the full Board on Committee’s decisions/recommendations.
  • Works closely with the Oversight Committee Chairperson and other staff as agreed to by the Oversight Committee Chairperson.
  • Assigns work to the Committee members, sets the agenda and runs the meetings, and ensures distribution of minutes of meeting
  • Initiates and leads the Committee’s annual evaluation.

Board Member Job Description

  • Regularly attends Board meetings and important related meetings.
  • Makes serious commitment to participate actively in Committee work.
  • Volunteers for and willingly accepts assignments and completes them thoroughly and on time.
  • Stays informed about Committee matters, prepares himself / herself well for meetings, and reviews and comments on minutes and reports.
  • Gets to know other Committee members and builds a collegial working relationship that contributes to consensus.
  • Is an active participant in Committee’s annual evaluation and planning efforts
  • Participates in fund raising for the organization

Board Secretary Job Description

  • Is a member of the Board
  • Maintains records of the Board and ensures effective management of organization’s records
  • Manages minutes of Board meetings
  • Ensures minutes are distributed to members as soon as possible after each meeting
  • Is sufficiently familiar with legal documents (articles, by-laws, tax authority letters, etc.) to note applicability during meetings

ADMINISTRATIVE AND TIME COMMITMENT

 

The JONAPWD Board of Directors shall meet at least four times every year. Each meeting would normally be expected to last at least one day.  

The Board of Directors shall have power to decide, by majority vote of total membership, to hold any virtual meeting through instant messaging and video conferences.

In addition to meeting times, Board members would be expected to expend time responding or reacting to correspondence and documents, and verbal information and enquiry from the Secretariat or other Board members, relating to JONAPWD affairs. Such contribution may be necessary via written communication (letters, memos, faxes and email) or through telephone conversations.

From time to time, it will be necessary for one or more Board member(s) to accompany the Chairperson of the BOT or directly represent JONAPWD at meetings with actual or potential donors and major clients. Board members may also be requested to make presentations on JONAPWD or on technical issues, which are within the sphere of activity of JONAPWD, at conferences, seminars, or workshops or community meetings.

For all of the foregoing it is estimated that a Board member will need to commit a minimum of four days per year to JONAPWD meetings. 

ADMINISTRATIVE SUPPORT

JONAPWD will meet the cost of travel (air and surface transportation, hotel, and meals and incidentals or data for virtual meetings) for members of the Board to attend meetings, including Committee meetings, and to participate in events and activities to which they are invited. Where necessary or requested, JONAPWD office will assist to book travel, including reservation of accommodation.

When extensive stationery, reproduction and communication (telephone, faxes, courier service) costs are incurred in respect of agreed JONAPWD business, such costs will be reimbursed if the concerned member so requests.

JONAPWD office will ensure that members of the Board are regularly updated on activities and operations of the organization. Quarterly and annual reports (or other periods and methods directed by the Board) will meet this need and purpose-specific reports on activities, events and developments as they occur, will also be used.