Governing Principles for Dgroups

From Dgroups

Contents 1 Current Executive Committee 2 PURPOSE 3 GENERAL OBJECTIVES 4 CONDITIONS OF MEMBERSHIP 5 MEMBERS’ MEETINGS 5.1 Place of Meetings 5.2 Annual Meetings 5.3 Quorum 5.4 Notice 5.5 Voting Rights 6 EXECUTIVE COMMITTEE 6.1 Duties, Number and Qualifications 6.2 Election, Appointment and Term 6.3 Vacancies 7 POWERS OF COMMITTEE MEMBERS 7.1 Administer Affairs 7.2 Expenditures 7.3 Fund Raising 8 COMMITTEE MEMBERS’ MEETINGS 8.1 Place of Meetings 8.2 Notice 8.3 Minutes of the Meetings 8.4 Voting Rights 8.5 Quorum 8.6 Appointment of Officers 8.7 Remuneration of Officers 8.8 Appointment of Committees 8.9 Conflict of Interest- Interested Committee member Contracts 8.10 Amendment of Governing Principles

Current Executive Committee

The following five organisations were elected on January 24, 2007:

• CTA: represented by Kevin Painting
• Hivos: represented by Paul Maassen
• ICCO: represented by Maarten Boers
• IDRC:
• IICD: represented by Nynke Kruiderink

PURPOSE

The purpose of this document is to provide clear guidelines to assist and guide decision-making for the Dgroups Partnership. This document is to be used as an interim measure and applies only for the case where the project is administratively hosted at Bellanet/IDRC. This document does not have any legal significance, but is to be used only to instill principles of good governance within the Partnership.

This document was adopted by the Dgroups Partnership on January 24, 2007 by an affirmative vote of at least 2/3rds of members.

GENERAL OBJECTIVES

1. The general objectives of the Partnership shall be:

a. Support the international development community to mobilize and apply its collective knowledge and expertise to achieve more effective and sustainable development;

b. Provide open Internet spaces and services where members of the international development community share information, collaborate and engage in effective dialogue and networking.

CONDITIONS OF MEMBERSHIP

2. Membership in the Partnership shall be limited to government or non-governmental organizations, international organizations or any organization which promotes sustainable international development and are interested in furthering the objectives of the Partnership and shall consist of any such entity whose application for admission as a member has received the approval of the Executive Committee of the Partnership by way of a resolution. Memberships shall not be transferable.

3. There shall be membership fees or dues as directed by the Executive Committee, from time to time.

4. Any member may withdraw from the Partnership by delivering to the Partnership a written resignation. A member wishing to withdraw or resign shall remain liable for payment of any outstanding membership dues levied or which became payable by the member of the Partnership, if applicable, prior to such member’s resignation.

5. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.

6. Unless otherwise stated herein and subject to any subsequent governing principles to the contrary, all members in good standing shall have voting rights and shall be considered a “voting member” as referred to herein.

7. Notwithstanding the preceding section, the Executive Committee may establish non-voting [or such other] categories of membership.

MEMBERS’ MEETINGS

Place of Meetings

8. If a majority of the members of the Partnership consent, a meeting may be held by teleconference or other electronic means that permit members to communicate adequately with each other.

Annual Meetings

9. At every annual meeting, in addition to any other business that may be transacted, the report of the Committee, the financial statement shall be presented.

Quorum

10. Fifty-one per cent (51%) of all members at a meeting will constitute a quorum.

Notice

11. Notice of any general or annual meeting shall contain sufficient information to permit the member to form a reasoned judgment on the decisions to be taken and shall be provided to members of the Association by any of the following means:

a. By mail sent by each member not less than fourteen (14) days written notice before the meeting is to take place;

b. By electronic means such as e-mail or facsimile at least seventy-two (72) hours before the meeting.

Voting Rights

12. Each voting member present at a meeting shall have the right to exercise one (1) vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the Partnership.

13. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by these governing principles.

EXECUTIVE COMMITTEE

Duties, Number and Qualifications

14. The property and business of the Partnership shall be managed by a Executive Committee, comprised of a minimum of five (5) committee members. Each member organization may only be represented by one (1) Committee member. The number of committee members to be elected to the Executive Committee shall be determined from time to time by a majority of the committee members at a meeting of the Executive Committee and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of committee members to be elected to the Executive Committee. In addition to the elected members of the Executive Committee, during the first two (2) years following the coming into force of these governing principles, the International Development Research Centre (“IDRC”) shall have the right to appoint one (1) committee member ex-officio and such appointed committee member shall have all the rights, privileges, duties, and obligations of the elected committee members. Upon the making of any such ex-officio appointment and its communication to the Partnership in writing by the appointing body, the number of committee members from time to time determined shall be automatically be increased to accommodate the appointed committee member(s). Committee members must be individuals, minimum of at least eighteen (18) years of age, with power under law to contract.

15. If any vacancy occurs for any reason herein, the Committee member's organization may appoint an alternate to fill the vacancy.

16. Meetings of the Executive Committee will be held at a time and place to be determined by the Committee members unless otherwise agreed. There shall be at least two (2) meetings per year of the Executive Committee.

17. Each committee member is authorized to exercise one (1) vote. For the purposes of this paragraph, a committee member means co-committee members, as the case may be. In other words, only one (1) vote per office is authorized.

Election, Appointment and Term

18. Committee members shall be elected for a term of two (2) years by the members at an annual meeting of member and those committee members appointed by IDRC shall be appointed for a term of one (1) year, at the discretion of IDRC.

Vacancies

19. The office of a committee member shall be automatically vacated:

a. in the case of committee members elected rather than appointed to office, if at a special general meeting of members, a resolution is passed by seventy-five (75%) of the members present at the meeting that he/she be removed from office;

b. if a committee member has resigned his/her office by delivering a written resignation to the secretary of the Partnership;

c. if he/she is found by a court to be of unsound mind;

d. if he/she or the member organization becomes bankrupt or suspends payment or compounds with his/her creditors;

e. if the member for which the committee member is the Member Representative is no longer in good standing and fails to remedy such situation within forty-five (45) days of receiving a notice to remedy;

f. if he/she is no longer employed by a Member organization provided that if any vacancy shall occur for any reason in this paragraph contained, the Executive Committee by majority vote, may, by appointment, fill the vacancy according to Principle #13.

20.The committee members shall serve as such without remuneration and no committee member shall directly or indirectly receive any profit from his/her position as such. Nothing herein contained shall be construed to preclude any committee member from serving the Partnership as an officer or in any other capacity and receiving compensation therefore, as permitted under these governing principles.

POWERS OF COMMITTEE MEMBERS

Administer Affairs

21. The committee members of the Partnership may administer the affairs of the Partnership in all things.

Expenditures

22. Subject to the approval of the voting members, the committee members shall have power to authorize expenditures on behalf of the Partnership.

Fund Raising

23.The Executive Committee shall take such steps as they may deem requisite to enable the Partnership to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Partnership.

COMMITTEE MEMBERS’ MEETINGS

Place of Meetings

24. If a majority of the members of the Partnership consent, a meeting may be held by teleconference or other electronic means that permit members to communicate adequately with each other.

Notice

25. Notice of any general or annual meeting shall contain sufficient information to permit the member to form a reasoned judgment on the decisions to be taken and shall be provided to members of the Association by any of the following means:

a. By mail sent by each member not less than fourteen (14) days written notice before the meeting is to take place;

b. By electronic means such as e-mail or facsimile at least seventy-two (72) hours before the meeting.

Minutes of the Meetings

26. The minutes from meetings of the Executive Committee shall be made available to the general membership of the Partnership. The minutes of each meeting shall be provided to the Executive Committee prior to the commencement of the next meeting of the Executive Committee.

Voting Rights

27. Each committee member is authorized to exercise one (1) vote. A majority of the votes cast by the committee members present shall determine the questions in meetings, provided that the majority must include the vote of the appointee of IDRC for decisions that may otherwise have an adverse economic or operational impact on IDRC, as determined by IDRC, if the appointee is present and voting.

Quorum

28. A majority of committee members in office, from time to time, but no less than three (3) committee members, shall constitute a quorum for meetings of the Executive Committee. Any meeting of the Executive Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the governing principles of the Partnership.

Appointment of Officers

29. The Executive Committee may annually or more often as may be required, appoint necessary officers to do the work of the Partnership.

30. The initial officers of the Partnership shall be appointed by resolution of the Executive Committee at the first meeting of the Executive Committee following an annual meeting of members.

Remuneration of Officers

31. Remuneration for all officers of the Partnership shall be fixed by the Executive Committee by resolution. All officers shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the officer’s duties.

Appointment of Committees

32. The Executive Committee may from time to time appoint one or more committees, as it deems necessary for such purposes and with such powers as the board considers appropriate. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the Executive Committee.

Conflict of Interest- Interested Committee member Contracts

33. A committee member who is in any way directly or indirectly interested in a contract or proposed contract with the Partnership shall make the disclosure required by the Act and except as provided by the Act, no such committee member shall vote on any resolution to approve any such contract. No committee member shall be disqualified by any such office from, or vacate any such office by reason of, holding any office or place of profit under the Partnership or under any Partnership in which the Partnership shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested or contracting with the Partnership as vendor, purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Partnership in which the committee member is in any way directly or indirectly interested as vendor, purchaser or otherwise. No contract or arrangement entered into by or on behalf of the Partnership in which any committee member shall be in any way directly or indirectly interested shall be avoided or voidable and no committee member shall be liable to account to the Partnership or any of its members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.

Amendment of Governing Principles

34. The governing principles of the Partnership may be repealed or amended by a majority of the Committee members at a meeting of the Executive Committee and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members present at a meeting duly called for the purpose of considering such governing principles.