BOARD OF DIRECTORS

1.0. PURPOSE OF THE CHARTER
The board of directors charter sets out the role, composition and responsibilities of the board of the rapha church international.
The conduct of the board is also governed by the constitution of rapha church a copy of which is available. A number of operational matters relating to the board such as number of meetings per year, notification of interests, and election of the board are governed by the constitution and are not reproduced here.

PURPOSE OF THE BOARD OF DIRECTORS
The board has two board purposes, compliance and performance:

COMPLIANCE: conform with or exceed all legal requirements.

Monitor constitution
Comply with committees’ responsibilities
Comply with laws
Monitor program/project design, implementation, management, and monitoring and evaluation requirements
-Accountability
-Monitor financials
Compliance audits
-PERFORMANCE: assist the organization to perform to its best potential
Strategy and policy
-Approve vision/mission and ensure it is embedded into the organizations operations
-Approve strategic plan and policies and -monitor regularly
Accountability
-Overall performance of the organization
Board evaluation, succession planning
Report outcomes to stakeholders
Manage CEO

  1.1Public relations
-Represent and participate
-Keep stakeholders informed
-Project a strong and positive image
-Promote the vision
-Facilitate cohesion
-Protect the interests of stakeholders
-Speak with one voice regarding board decisions
-Risk management
-Ensure up-to-date and effective risk profile and management strategy
-Monitor critical risks

The board, while meeting its responsibilities, is mindful of the organizations mission and the objects of the organization as embodied in its constitution.

ROLES AND RESPONSIBILITIES
The board has delegated authority for the operations and administration of the organization administration of the organization to the secretary/CEO.
The functions of the board are to:
-Provide effective leadership and -collaborate with the executive management team in:
-Articuting the organization’s values, -vision, mission and strategies
Developing strategic (direction) plans and ordering strategic priorities
-Maintaining open lines of communication and promulgating through the organization and strategies
-Developing and maintaining an -organization structure to support the achievement of agreed strategic objectives
-monitor the performance of the secretary/CEO against agreed performance indicators
--review and agree the business (action) plans and annual budget proposed by the executive management team
-----monitor the achievement of the strategic and business plans and annual budget outcomes
-----establish such committees, policies and procedures as will facilitate the more effective discharge of the board’s roles and responsibilities
-----ensure, through the board and others as appropriate, compliance obligations and factions are effectively discharged
-----initiate a board self-evaluation program and follow- up action  to deal with issues arising and arrange for board members to attend courses, seminars and participate in development programs as the board judges appropriate
------ensure that all significant systems and procedures are in place for the organization to run effectively, efficiently, and meet all legal and contractual requirements
-----ensure that all significant risks are adequately considered and accounted for by executive management team.
-------ensure that organization has appropriate corporate governance structures in place including standards of ethical behavior and promoting a culture of corporate and social responsibility
-------the board has no operational involvement in the conduct of organization’s business activities and delivery of services. Its role is confined to setting and reviewing policy.

4.0. MEMBERSHIP AND TERM
The constitution provides for a minimum of four (4) and a maximum of seven (7) members (so that a quorum can be formed to transact business at meetings).

The board consists only of non-executive members (with exemption of the secretary who is the ceo in the executive management team), the majority of who are independent. That is, no member of the board may be a member of the paid staff of the organization (exemption provided for a serving secretary/CEO).

The board members are free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the board member’s ability to act in the best interests of the organization.

Membership of the board shall be disclosed in the annual report including whether a board member is independent or not independent.
The board has not adopted a tenure policy, but according to the constitution, each board member must be re-elected by the membership after five year on the board.

THE SECRETARY/CEO RELATIONSHIP
The roles of the board and the secretary/CEO are strictly separated. Whereas the board is responsible for;

Policy direction of the operations of the organization and;
The efficient and effective operation of the organization,

The secretary/CEO is responsible for:
Bringing material and other relevant matters to the attention of the board in an accurate and timely manner. The secretary/CEO is a member of the board

6.0. THE BOARD OF DIRECTORS CULTURE
The board actively seeks to have an ‘engaged culture’ which is characterized by candour and a willingness to challenge. The following shall be used to provide evidence of an engaged culture;

Agendas
The agendas of the board shall limit presentation time and maximize discussion time.
There shall be lots of opportunities for informal insteractions among the board members.

Norms
Board members shall be honest yet constructive
Board members shall be ready to ask questions and willing to challenge leadership
Board members shall actively seek out other members’ views and contributions
Board members shall spend appropriate time on important issues.

Beliefs
“If I don’t come prepared, I will be embarrassed.”

“If I don’t actively participate, I won’t be fulfilling my responsibility.”
”I’ll earn the respect of fellow board members by making valuable contributions and taking responsibility for what I do.”
“If I can’t carry my load, or if l can’t agree with what’s going on, I should resign.”
Values
The board shall serve the community by actively participating in governance.
The board shall be responsible to various stakeholders.
The board members shall be personally accountable for what goes on at the organization.
The board shall be responsible for maintaining the organization’s stature in the sector.
The board members shall respect each other.

7.0 REPORTING
Proceedings of all meetings shall be minuted and signed by a board member, secretary and the chair of the meeting.
Minutes of all board meetings shall be circulated to board members and approved by the board at the subsequent meeting.
Resolutions shall first be put to the board in a draft form (as a “board paper”) and, once passed, shall be recorded in a resolutions register.

8.0 REVIEW OF CHARTER
The board of directors shall review this charter annually to ensure it remains consistent with the board’s objectives and responsibilities.

9.0 PUBLICATION OF THE CHARTER
Key features of the charter shall be outlined in the organization annual report. A copy of the charter is available at the rapha church secretariat.

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