Every member of AfCAA shall be governed by a responsible, accountable Board of not less than five individuals, the majority of whom shall be independent. A Board is defined to include Church elders councils, Advisory Boards and Statutory Boards. Board members should be competent individuals who have demonstrated a commitment to honesty, loyalty and excellence. The organization must demonstrate a process of Board orientation and training in matters of corporate governance. The Board shall meet at least semi-annually to ensure vision and mission alignment, establish policies, and review organizational accomplishments against the strategic plan. Furthermore, the Board shall ensure the organization has systems and structures that enable it to discharge its moral, fiscal and social responsibilities.
- “Choose from among you … men of good repute, full of the Spirit and of wisdom, whom will be appointed to this duty” (Acts.6:3)
- Servant leaders – Mathew 20:25-28, John 13:3-5; John 12-15
- Trustworthy shepherds, role models – 1 Peter 5:2-4, 1 Timothy 3:4-5
- Humble – Philippians 2:3-4, 1 Peter 5:5-7
- Watchmen – Nehemiah 4: 21-23
Elaboration of Standard
1 Suitability of Board members:
The collective qualifications, skills, experience and gender balance of the Board of a member organization (“the Board”) must be adequate having due regard to the purpose of the organization and the activities undertaken by the organization in pursuit of its purpose. The Board members and the Chief Executive Officer (or equivalent) must profess and sign a statement of personal Christian faith which is in line with Standard 1.
2 Independence AfCAA defines independent Board members as:
- Persons who are not employees or staff members of the member organization.
- Persons who do not have the capacity to individually dictate the operations of the organization in a manner similar to an employee or staff member. A person who is an uncompensated CEO, for instance, is not independent.
- Persons who are not related by blood or marriage to staff members or other Board members. Blood or marriage relationships are defined for the purposes of the standards as being the Board member’s parents, grandparents, uncles, aunts, spouse, brothers and sisters (whether whole- or half-blood), children (whether natural or adopted), grandchildren, great-grandchildren, and spouses of brothers, sisters, children, grandchildren, and great-grandchildren.
- Persons who do not report to or are not subordinate to either the employees of the organization or to Board members.
- Persons who do not receive a significant amount for consulting or speaking, or any other remuneration from the member organization.
- Persons who do not have relationships with firms that have significant financial dealings with the member organization, officers, directors or key employees.
- Persons who are not the paid legal counsel, related to the paid legal counsel, or are employed by the firm that is the paid legal counsel of the member organization.
- Persons who are not the auditors, related by blood or marriage to the auditors, (see definition of blood or marriage in 2iii) above), or are employed by the auditing firm of the member organization.
3 Induction and Board Development:
The Board shall have a comprehensive program for the induction of its members and the on-going training and development of existing members.
A Board member will be elected or appointed for a maximum period of 3 terms of 3 years each.
5 Board Responsibilities:
1 Shall ensure the following documents are prepared for its review and approval:
- Mission statement defining the member organization’s purpose. The Board shall ensure the member’s compliance with its purpose, and that all its activities are demonstrably linked either directly or incidentally to the pursuit of its purpose.
- Vision statement.
- Core values statement.
- Written policies and procedures to guide day to day activities and support the achievement of the organization’s mission. These policy and procedures should cover financial, procurement, human resources, assets, programs and operations management. The Board shall maintain oversight of their implementation.
- Strategic plan, annual budgets and procurement plans. The Board shall maintain oversight of their implementation.
2 Shall maintain financial oversight (see 6.4 of Standard 6), ensure the member organization’s financial vibrancy, and shall not allow the organization to operate while insolvent.
3 Shall have the power to delegate the performance of any of its functions to one or more committees provided any such committee is chaired by a Board member and reports the results of its delegated functions to the next Board meeting.
4 Shall ensure the member organization complies with all legal requirements placed upon the organization and approve all legally binding resolutions.
5 Power to Appoint the Chief Executive Officer (CEO) or equivalent
- The Board may appoint and remove the CEO of the member organization or equivalent and shall also work to develop capable successors.
- The Board shall approve the CEO’s (and if applicable, Directors’) compensation and any allowances at the time of appointment of the CEO/Directors.
6 Board Meetings
- Meetings of the Board may be convened by the Chair or a specified number of Board members.
- The CEO shall have the right to attend and speak at Board meetings unless the Board determines that he or she should not be present for a particular meeting, or part thereof. The CEO shall not vote during Board meeting.
- Board members should be able to attend meetings either personally or by electronic means which give Board members the ability to hear and respond to one another live.
- A quorum for meetings of the Board should be no less than one half of its members.
- The Board should be able to pass resolutions without a meeting if:
- A copy of the proposed resolution is sent to all Board members and a reasonable time frame within which members may indicate their support for or objection to the proposed resolution being passed is specified; and
- At least 75% of Board members indicate within the specified time frame that they support the proposed resolution being passed; and
- No Board member objects within the specified time frame either to the proposed resolution being passed or the proposed resolution being passed without a meeting.
- The Board shall cause minutes to be made of:
- The names of the persons present at all Board meetings and meetings of Board Committees;
- All disclosures of perceived or actual material conflicts of interest; and
- All resolutions made by the Board and Board Committees
- Minutes must be signed by the Board Chair and Board Secretary or their duly appointed representatives.
7 Board Ethics
Board members shall:
- Exercise the powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise
- Act in good faith in the best interests of and to further the purposes of member organizations
- Not misuse their position as Board members or information obtained in the performance of their duties as a Board member
- Disclose perceived or actual material conflicts of interest of the Board member. A Board member who has an actual or perceived material conflict of interest in a matter that relates to the affairs of the Board must disclose that interest to the Board and should not participate in any consideration of that matter by the Board unless the Board, by resolution, notes the interest and permits the member to participate.
- Maintain records of applicable eligibility criteria for Board membership and conflicts of interest disclosed by Board members.