DonPhills Foundation Governance Manual





October, 2018






“An effective governance structure and a strong active and committed governing body are crucial to the soundness of an organisation and its ability to achieve its mission and objectives. The plan of governance of an NGO should reflect the core values, mission and cultural standards of the organisation. Democratic principles should be used [… and] the governing body holds ultimate responsibility for all activities and resources of the organisation.”1


 Non-Governmental Organization's Code of Ethics and Conduct for NGOs, 2004



1. Governance in DonPhills Foundation


1.1 About DonPhills Foundation


Founded in 2018, DonPhills Foundation incorporated as a Nigeria non-profit, public benefit corporation in 2018 under CAP C20 LFN 2004 law of the federal republic of Nigeria States Internal Revenue Code.


1.1.1 Mission


To intensify the advocacy for peace, good governance because we exist to creatively do things right with global connects; teaching the people how to understand the usefulness of opportunities when gotten rightly.




Raising a large number of poor but intelligent people into becoming entrepreneurs, reaching out to the physically displaced.


1.1.2 Vision

To reshape the thinking of in the largest society through our lay down objectives, mostly in the political landscape, ensuring peace, unity and to accommodate all with any available means, knowing what the people yarns for by coming close to them.


1.1.3 Values

Provide Educational Supports for Students, especially the less privileged/Indigent Children through the provision of Financial Assistance/Educational Materials; and Encourage Students to Studies by engaging them in intellectually challenging competitive/social activities that carries appreciable Benefits/Prizes.

Embark on Humanitarian Services through Visitations to Hospitals, Orphanages/Old People’s Homes, Widows Support, Response to Financial Needs and other related avenues.

Partner with Government Agencies, Parastatals, Corporate Organizations, Multinationals, Non-Governmental Organizations -NGOs, Community-Based Organizations -CBOs and Spirited Individuals in raising a standard to contain youth’s restiveness, educational standard for youths and creating a decent/healthy society, especially in the rural communities.

Establish a Centre for Special Training and Skills Acquisition as a Direct-Impact policy targeted at boosting the social status of vulnerable members of the society.


This, DonPhills Foundation mission statement, was approved at the 2018 meeting of the membership in Delta State, Nigeria.


DonPhills Foundation - Governance Manual


1.2 Governance manual: Purpose and objectives

The purpose of the Governance Manual is to guide DPF governance processes in accordance with DonPhills Foundation established vision statement.

 It is intended to help and support the Council and Board of Directors acting on behalf of the organisation of their duties, responsibilities, and the various legislative and regulatory conditions which govern their conduct. It also seeks to ensure that principles of good and accountable governance are applied by all Council members and directors in all their dealings in respect to,and on behalf of, DonPhills Foundation -DPFs Council and Board are the focal point of the DonPhills Foundation system of corporate governance and are ultimately accountable and responsible for the performance and affairs of the organisation. As such, they must be unreservedly committed to applying the fundamental principles of good governance – transparency, integrity,accountability, and responsibility - to ensure that good governance is practiced in all of DonPhills Foundation activities. The aim is to exceed minimum requirements of good governance, with due consideration to recognized standards of international best practice.

This draft of the Foundation Governance Manual includes amendments to the DonPhills Foundation working policies  approved by the DonPhills Foundation members and Foundation conflict-of-interest policy.


1.3 DonPhills Foundation governance: An overview of the DonPhills Foundation governance structure consists of members, forming a body referred to within the Foundation community as the  Council, and a Board (appointed by Council). All Foundation powers and activities are exercised and managed by the Board, with certain powers reserved specifically for Council.

DonPhills Foundation Council and Board should govern the organisation in a way that will ensure long-term sustainable development and growth of the organisation. All Council members and directors are:

• Expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.

• Responsible for DonPhills Foundation achieving the highest levels of professionalism and organisational integrity.


1.3.1 Council

Council represents  organisation. It consists of representatives from each DonPhills Foundation member organisation. Each member organisation nominates one to sit on Council and vote on its behalf. A second representative is nominated to facilitate greater participation. Council's primary statutory responsibilities are to appoint the Board and determine DonPhills Foundation policies.

1.     The DonPhills Foundation Concept document that defines the activities and achievement by which the organisation is governed.

2.     Also referred to as the Executive Board within the DonPhills Foundation community, the Board of Directors will be referred to simply as the Board throughout the remainder of the manual.


1.3.2 Board of Directors

The Board of Directors is DonPhills Foundation primary governing body. Every three years, Council reshuffle the structure.

 The primary duty of the Board is to make policy and management decisions. It works with the Executive Director (ED).


2. Members and Council


2.1 Membership

DonPhills Foundation membership organisation, and considers membership applications from organizations and individuals that adhere to DonPhills Foundation mission and DonPhills Foundation document members have stable, administrative and financial operations, a commitment and ability to work with and / or provide services to the constituency targeted by DonPhills Foundation.


Any organisation or individual wishing to become a DonPhills Foundation member may apply in writing to the Board at anytime. The Board, or a committee authorised by the Board, reviews each application and, if appropriate, certifies that the applicant meets the qualifications for membership, delegates the responsibility for reviewing applications for membership to an advisory committee, the DonPhills Foundation Membership Working Group (MWG).

If an application is successful, the organisation or individual applicant will enter into a membership agreement with DonPhills Foundation, free of charge.


2.2 Council


2.2.1 Composition

As mentioned above, Council is made up of representatives designated by DonPhills Foundation member organizations to Appoint on their behalf.

• Ability to demonstrate a wide, and unfettered, perspective on relevant issues;

• Respect for the opinions of others;

• Integrity and a strong sense of ethics;

• Knowledge of Council and Board responsibilities;

• Ability to collaborate constructively as part of a team contributing towards the successful performance of the organisation;

• A commitment to actively engage in the DPF network, scheduled meetings and other membership matters as they arise.


2.2.2 Rights and responsibilities

Every DonPhills Foundation organizational member in good standing has the right to appointment when such is called for. Rights and responsibilities

DonPhills Foundation Document orders

• Appointment and removal of directors;

• The disposition of all, or substantially all, of DonPhills Foundation assets;

• Any merger or dissolution of the organisation;

• Defining DonPhills Foundation broad strategic direction and strategic priorities;

• Any other matters that may properly be presented to members. Rights and responsibilities conferred by internal policy and procedures

Not all Council's rights and responsibilities are stated For example, it is customary and common practice within DonPhills Foundation for to:

• Play a leadership role in facilitating the relationship between their organisation, especially atthe level of participation in DonPhills Foundation Programmes and projects;

• Make every effort to contribute to the development of DonPhills Foundation Programmes and projects, to ensure that these are relevant to their organisation;

• Report on the activities of their organisation in DonPhills Foundation meetings and ensure that information about their organization’s activities is shared with the DonPhills Foundation community;

• Ensure that the governing body of DonPhills Foundation is aware of, its activities, and its relationship with the member;

• Ensure that all of their organisation's staff members are aware of DonPhills Foundation activities;


2.2.3 Membership meetings

Although they can take place more frequently, membership meetings generally take place every three years,at a date, place and time determined by the Board, for the purpose of appointing Directors and for dealing with other matters as needed. Regional membership meetings can take place at any time. Special membership meetings may be called by the Board or Chairperson (Chair).

The Secretary of the Board must provide written notice of each membership meeting.

 The notice of the meeting should state the place, date, and time of the meeting. In the case of triennial meetings at which Directors are appointed it should include the names of all nominated to the Board and those issues which the Board intends to present for action by the members. In the case of special meetings,it should include the general nature of the issues the meeting will address.

The Chair must ensure that an agenda is prepared 30 days prior to the meeting, raising issues that require attention, ensuring that proceedings are conducted efficiently, and all appropriate matters addressed. The agenda and other meeting papers must be circulated among the Council at least ten working days before the scheduled date of the membership meeting.

Organisational member representatives are expected to participate fully, frankly and constructively in meeting discussions and other activities, and to contribute their particular knowledge, skills and abilities.

A majority (51%) of the members in good standing constitutes a quorum. While every effort should be made to reach agreement by consensus, agreement among two-thirds of the members represented at a duly

22 The primary member workspace is a mailing list: There are various other spaces which can be accessed from when logged in as a member of DonPhills Foundation

23 For example, the membership working group, project development groups, juries and review Board for awards and small grants, etc.


DonPhills Foundation - Governance Manual


3.   Board of Directors


3.1 Composition

Every three years, either at a membership meeting or by writing Council recommend the authorised number.

• A wide range of views and experience, without jeopardising the common purpose, involvement,participation, harmony and sense of responsibility of the directors;

• A combination of skills, experience, and professional and sector knowledge necessary DonPhills Foundation strategic objectives;

• Regional diversity and gender balance, whenever possible;

• Continuity and renewal, Directors should be selected for their:

• Knowledge, understanding and experience of the conduct of the organisation, as well as the policies, customs and values that govern its activities;

• Ability to make sensible and informed organisational decisions and recommendations

• Ability to ask hard questions;

• High ethical standards and common sense;

• Ability to see the wider picture and perspective, with some benefit of international experience;

• Organisational and strategic awareness and appropriate level of financial literacy

• Integrity in personal and professional dealings;

• Total commitment to furthering the interests of the members, network, and Programmes, and to achieve DonPhills Foundation goals.

Members of the Board of Directors do not represent their organisations on the Board; their primary responsibility is to DonPhills Foundation. Directors are expected to serve in good faith, and in DonPhills Foundation best interests.

With the exception of the Executive Director (ED), DonPhills Foundation employees may not serve on the Board. Also, at all times, no more than 49% of the Board may be “interested persons. This restriction does not apply to appointment


3.2 Rights and responsibilities

Except for those reserved specifically for Council, all powers and activities of DonPhills Foundation are exercised and managed by the Board, either directly or, if delegated, under the ultimate direction of the Board. Some of the rights and responsibilities of the Board are conferred by the DonPhills Foundation internal policies and procedures.


3.3.1 Nominations

At least 60 days before the date of any changes of Directors, the Chair appoints a nominations committee to suggest qualified candidates. The Secretary of the nominations committee then notifies member organisations.


3.3.3 Term

Members of the Board are appointed for a term of three years. The Board may post-pone the triennial meeting by up to 6 months, in which case the term of Directors would also be extended. Each Director shall hold office until the expiration of the term and until a successor has been appointed to ensure effective take up and exercise of governance capabilities by the Board, as well as continuity and efficiency within the Board, there is no limit on the number of terms that a Director may serve.


3.3.4 Assigning the roles of officers

Once the Board is appointed, it immediately convenes and assigns the roles of Vice-Chair, Secretary, and Treasurer.


3.3.5 Resignation and removal of directors

Directors may resign by writing to the Chair or the Secretary of the Board. Resignations are effective upon receipt, unless a later date is specified.

Council may remove any Director at any time, with or without cause. If there are fewer than 20 member organizations, a majority vote is required to remove a Director. If there are 20 or more, Council must approve the removal using the standard rules.


3.3.6 Vacancies

A vacancy exists whenever there are fewer directors in office than are authorised – whether due to resignation, removal, an increase in the size of the Board, or any other reason. Vacancies may be filled by the Directors serving on the Board.


3.4 Officers

Don Phills Foundation has the following officers:

1. Chair;

2. Vice-Chair;

3. Executive Director;

4. Secretary; and

5. Treasurer.

It may include other officers as appointed by the Board. Any number of officers may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as Chair.


3.4.1 Chair

The Director becomes Chair of the Board (and also of Council). The Chair has no executive functions; his or her main role is to preside at all meetings of the members and the Board,ensuring that appropriate discussions take place, no one person dominates discussions, relevant opinions and ideas are shared, and discussions result in clear and logical outcomes in line with previous discussions and decisions. The Chair also has other such powers and duties as may be prescribed by the Board.


3.4.2 Vice-Chair

In the Chair's absence, it is the role of the Vice-Chair to carry out the duties of the Chair. When acting as the Chair the Vice-Chair has all powers and duties prescribed by the Board.


3.4.3 Executive Director

Appointed by the Board, the ED is an Ex-officio Board member. He or she has the same rights and obligations,including the right to appoint.

The ED is the only Director to receive compensation for his or her services. The term of the ED's contract will be specified by the Board.

The ED serves as DonPhills Foundation President and Chief Executive Officer. Subject to the control of the Board, the main task of the ED is to effectively and efficiently manage and direct DonPhills Foundation affairs, operations, and staff activities,contribute to strategy and vision development, provide leadership and oversight to ensure the effective operation of DonPhills Foundation Programmes and management systems, and implement the policies and strategies adopted by the Board and Council.

In the case of a potential conflict of interest for an employee who is not an insider, the ED will determine whether a conflict of interest exists. The ED also has other powers and duties as may be prescribed by the Board, The ED can be removed by either the Council or Board, provided that just cause is given and the removal complies with DPF conditions of employment as outlined in the ED's contract and the DonPhills Foundation Human Resources Manual.


3.4.4 Secretary

The Secretary supervises the keeping of a full and complete record of the proceedings of the members and the Board and its committees. He or she supervises the giving of such notices as may be proper or necessary,the keeping of the minute books, and the membership book, and has such other powers and duties.

3.4.5 Treasurer

The Treasurer supervises the charge and custody of all DonPhills Foundation funds, the deposit of such funds in the manner prescribed by the Board, and the keeping and maintaining of adequate and correct accounts of DonPhills Foundation properties and business transactions. He or she provides reports and accounting as required, and has such other powers and duties as prescribed by the Board. The Treasurer will maintain regular contact with the Financial Manager. The Treasurer will be expected to review and give feedback to the Financial Manager, ED and the Board.


3.5 Committees


3.5.1 Board committees

The Board may create any number of Board committees, each consisting of two or more Directors (and only directors), to serve at the pleasure of the Board. Appointments to any Board committee shall be by a majority vote of the Directors in office.


3.5.2 Advisory committees

The Board may establish one or more advisory committees to the Board. Advisory committees differ from Board committees in that the Board may appoint both Directors and/or non Directors to advisory committees.

Moreover, advisory committees may not exercise the authority of the Board to make decisions on behalf ofDonPhills Foundation, but are restricted to making recommendations to the Board or Board committees, and implementing decisions and policies under their supervision and control. Both Council members and individual members can be invited to serve on advisory committees.


3.5.3 Audit committees

Each year, the Board must appoint an audit committee, which may include both Directors and/or non-Directors, subject to the following limitations:

• A majority of the members of the audit committee may not consist of members of the finance committee, if a finance committee has been constituted;

• The Chair of the audit committee may not be a member of the finance committee if a finance committee has been constituted;

• The audit committee may not include any member of the staff or the Chair or Treasurer;

• The audit committee may not include any person who has a material financial interest in any entity doing Business with DonPhills Foundation.It is the responsibility of the audit committee to:

• Recommend to the Board the retention and, when appropriate, termination of an independent certified public accountant to serve as auditor;

• Negotiate the compensation of the auditor on behalf of the Board;

• Confer with the auditor to satisfy the audit committee members that DonPhills Foundation financial affairs are in order;

• Review and determine whether to accept the audit;

• Approve the performance of any non-audit services provided by the auditor's firm.

Depending on how they are composed and appointed, audit committees may be treated as either Board committees or as advisory committees.


3.6 Board meetings

Board meetings take place at least twice per year, either in person or through the use of online means:telephone, electronic video screen communication, or other electronic means;

There are two types of Board meetings:

1. annual meetings

2. special meetings.

There is no real difference between these meetings, other than annual meetings specifically deal with routine matters such as reviewing and approving the budget and financial statements, and conducting an evaluation of the Executive Director's performance and that of the Board itself.

Annual meetings are called by the Chair, Treasurer, Secretary, or any two Directors. Notice must be given to each Director at least four days in advance if given by priority mail, 48 hours in advance if given personally or by telephone, voice messaging, or other electronic transmission. It is common practice within DonPhills Foundation to provide notice of Board meetings through the Board's electronic (email) mailing list. For face-to-face meetings, further notice is provided, ideally (unless circumstances make this impossible) at least two months ahead of the meeting.

Directors are expected to do their best to thoroughly prepare for, and participate in Board meetings. They are expected to participate fully, frankly and constructively in discussions and other business. They are also encouragedto bring the benefit of particular knowledge, skills and abilities to Board meetings.

At Board meetings, two-thirds of the total number of Directors constitutes a quorum.


Discipline: Commitment by the organisation's senior management to widely accepted standards of correct and proper behavior


Transparency: Ease with which an outsider can meaningfully analyse the organization’s actions and performance


Independence: Extent to which conflicts of interest are avoided, such that the best interests of the organisation prevail at all times

Accountability: Addressing stakeholders' rights to receive and, if necessary, query information relating to the stewardship of the organisation's assets and performance


Responsibility: Acceptance of all consequences of the organisation's behavior and actions, including a commitment to improvement where required


Fairness: Acknowledgement of, respect for, and balance between the rights and interests of the organization’s various stakeholders and


Social responsibility: Demonstrable commitment by the organisation to ethical standards, and its appreciation of the social, environmental and economic impact of its activities on the communities for whom,and within which, it operates.


Constructive partnership: Exceptional Boards govern in constructive partnership with the chief executive, recognizing that the effectiveness of the Board and chief executive are interdependent. They build this partnership through trust, candor, respect, and honest communication.


Mission driven: Exceptional Boards shape and uphold the mission, articulate a compelling vision, and ensure the congruence between decisions and core values. They treat questions of mission, vision, and core values not as exercises to be done once, but as statements of crucial importance to be drilled down and folded into deliberations.


Strategic thinking: Exceptional Boards allocate time to what matters most, and continuously engage in strategic thinking to hone the organisation's direction. They not only align agendas and goals with strategic priorities, but also use them for assessing the chief executive, driving meeting agendas, and shaping Board recruitment.


Culture of inquiry: Exceptional Boards institutionalise a culture of inquiry, mutual respect, and constructive debate that leads to sound and shared decision making. They seek more information, question assumptions,and challenge conclusions so that they may advocate for solutions based on analysis.


Independent-mindedness: Exceptional Boards are independent-minded. They apply rigorous conflict-of-interest procedures, and their Board members put the interests of the organisation above all else when making decisions.


Ethos of transparency: Exceptional Boards promote an ethos of transparency by ensuring that donors,stakeholders, and interested members of the public have access to appropriate and accurate information regarding finances, operations, and results. They also extend transparency internally, ensuring that every Board member has equal access to relevant materials when making decisions.


Compliance with integrity: Exceptional Boards promote strong ethical values and disciplined compliance by establishing appropriate mechanisms for active oversight. They use these mechanisms, such as independent audits, to ensure accountability and sufficient controls; to deepen their understanding of the organisation;and to reduce the risk of waste, fraud, and abuse.


Sustaining resources: Exceptional Boards link bold visions and ambitious plans to financial support,expertise, and networks of influence. Linking budgeting to strategic planning, they approve activities that can be realistically financed with existing or attainable resources, while ensuring that the organisation has the infrastructure and internal capacity it needs.


Results-oriented: Exceptional Boards are results-oriented. They measure the organization’s progress towards mission and evaluate the performance of major programs and services. They gauge efficiency,effectiveness, and impact, while simultaneously assessing the quality of service delivery, integrating benchmarks against peers, and calculating return on investment.


Intentional Board practices: Exceptional Boards purposefully structure themselves to fulfill essential governance duties and to support organisational priorities. Making governance intentional, not incidental,exceptional Boards invest in structures and practices that can be thoughtfully adapted to changing circumstances.


Continuous learning: Exceptional Boards embrace the qualities of a continuous learning organisation,evaluating their own performance and assessing the value they add to the organisation. They embed learning opportunities into routine governance work and in activities outside of the Boardroom.

Revitalization: Exceptional Boards energies themselves through planned turnover, thoughtful recruitment,and inclusiveness. They see the correlation between mission, strategy, and Board composition, and they understand the importance of fresh perspectives and the risks of closed groups.


Board leadership: Every organisation should be led and controlled by an effective Board of trustees which collectively ensures delivery of its objects sets its strategic direction and upholds its values.


The Board in control: The trustees as a Board should collectively be responsible and accountable for ensuring and monitoring that the organisation is performing well, is solvent, and complies with all its obligations.


The high performance of the Board: The Board should have clear responsibilities and functions, and should compose and organize itself to discharge them effectively.


Board review and renewal: The Board should periodically review its own and the organization’s effectiveness, and take any necessary steps to ensure that both continue to work well.


Board delegation: The Board should set out the functions of sub-committees, officers, the chief executive,other staff and agents in clear delegated authorities, and should monitor their performance.


Board and trustee integrity: The Board and individual trustees should act according to high ethical standards, and ensure that conflicts of interest are properly dealt with.


The open Board: The Board should be open, responsive and accountable to its users, beneficiaries,members, and partners and other with an interest in its work.


Time and manner of notice of meetings

The Secretary shall give written notice of each formal online or face to face member’s meeting to each Designated Representative who, at that time, is entitled to DonPhills Foundation opportunity on behalf of their respective member organizations. The notice shall be delivered to the last email address provided by the member to DonPhills Foundation for inclusion.




1. Duty to disclose

Each employee who is not an insider shall disclose to DonPhills Foundation chief executive officer all material facts regarding his or her interest (including relevant affiliations) in any transaction being considered by the Board. The employee shall make that disclosure promptly upon learning of the proposed transaction. If there is a question as to whether the employee is an insider, the chief executive officer shall present this issue to the Board of Directors, and the Board shall resolve the matter.

Each insider shall disclose to the Board or relevant Board Committee all material facts regarding his or her interest (including relevant affiliations) in a transaction being considered by the Board or Board Committee.

The insider shall make that disclosure promptly upon learning of the proposed transaction.

The insider shall disclose the transaction, even if the insider is acting solely on behalf of a charitable member organisation that is not established as a separate legal entity.


2. Determining whether a conflict of interest exists

With regard to an employee who is not an insider, the chief executive officer shall determine whether a conflict of interest exists.

With regard to an insider, the Board or relevant Board Committee shall determine if a conflict of interest exists. If the insider is a director, he or she shall not be present during the Board or Board Committee's discussion or determination of whether a conflict of interest exists inside, so long as such insider's compensation from the member organisation is in no way dependent on the proposed transaction. A conflict of interest shall exist, however, if the transaction at issue is between DonPhills Foundation and an individual insider, even if such individual is acting solely on behalf of a member organisation that is not established as a separate legal entity.


3. Procedures for addressing a conflict of interest

If a conflict of interest exists with regard to an employee who is not an insider, the chief executive officer shall ascertain that all material facts regarding the transaction and the employee's conflict of interest have been disclosed, and decide the appropriate response by DPF.

If a conflict of interest exists with regard to an insider, the Board or a Board Committee shall follow the procedures set forth in Article IV in order to decide whether to enter into the transaction and, if so, to ensure that the terms of the transactions are reasonable. In the case of an insider who is a director, the director shall not vote on any transaction in which the director has an interest, and shall not be present during the Board or Board Committee's discussions or determination pursuant to Article IV.


Article IV: Review by the Board

The Board or Board Committee shall deliberate on the transaction in the absence of the interested person.

The Board or Board Committee shall ascertain that all material facts regarding the transaction and the insider's conflict of interest have been disclosed to the Board or Board committee, and shall compile appropriate data to ascertain whether the proposed transaction is fair and reasonable to DonPhills Foundation.


Article V: Records of proceedings

The minutes of any meeting of the Board and any Board Committee pursuant to this policy shall contain the name of each director or other insider who disclosed or was otherwise determined to have an interest in a proposed transaction or arrangement, and the nature of the interest; the members of the Board or Board Committee who were present during the debate on the transaction.


Article VI: Statements

Each director, officer, and employee shall sign a statement which affirms that the person has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy.

All such statements shall be filed with the minutes of the meetings of the Board of Directors.


Article VII: Violations

If the chief executive officer has reasonable cause to believe that an employee who is not an insider of DonPhills Foundation has failed to disclose actual or possible conflicts of interest, he or she shall inform such employee of the basis for this belief and afford the employee an opportunity to explain the alleged failure to disclose. If, after hearing the employee's response and making further investigation as warranted by the circumstances, the chief executive officer determines that the employee has failed to disclose an actual or possible conflict of interest, the chief executive officer shall take appropriate disciplinary and corrective action.


Article VIII: Annual reviews

To ensure that DonPhills Foundation operates in a manner consistent with its charitable purposes and its status as an organisation exempt from federal income tax, the Board shall authorize and oversee an annual review of the administration of this conflict of interest policy. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.


Article IX: Legal standards

DonPhills Foundation and its directors and officers shall adhere to fiduciary duty and conflict of interest rules imposed by law,including those contained in the Internal Revenue Code and the Nonprofit Public Benefit Corporation Law.


Appendix 5: Responsibilities and requirements for officers





• Plan the annual cycle of Board meetings.

• Set agendas for Board meetings.

• Chair and facilitate Board meetings.

• Give direction to Board policy making.

• Ensure that decisions taken at meetings are implemented.

• Represent DonPhills Foundation at functions,meetings and act as a spokesperson as appropriate.

• Liaise with the ED to keep an overview of DonPhills Foundation affairs and provide support as appropriate.

• Lead the process of appraising the performance of the ED.

• Sit on appointment and disciplinary panels.

• Liaise with the ED to develop the Board.

• In the Chair's absence:

• Plan the annual cycle of Board meetings.

• Set agendas for Board meetings.

• Chair and facilitate Board meetings.

• Give direction to Board policy making.

• Represent DonPhills Foundation at functions,meetings and act as a spokesperson as appropriate.

• Liaise with the ED to keep an overview of the DonPhills Foundation affairs and provide support as appropriate.

• Sit on appointment and disciplinary panels.

• Bring impartiality and objectivity to decision-

• Prepare agendas in consultation with the Chair and ED, ensuring that they are circulated in good time.

• Receive agenda items from other directors and staff.

• Ensure that a quorum is present at Board meetings.

• Ensure that minutes are taken and circulated to all.

• Ensure that the minutes are signed by the Chair.

• Ensure that directors and staff have carried out action agreed at a previous meeting.

• Circulate agendas and minutes of the annual general meeting and any special general meetings.

• Sit on appraisal, recruitment and disciplinary panels as required.

• Liaise with DonPhills Foundation staff on the receipt

• Ensure that appropriate accounting procedures and controls are in place.

• Ensure compliance with financial legislation.

• Ensure that financial resources meet present and future needs, and that DonPhills Foundation has appropriate reserves policies.

• Ensure that DonPhills Foundation has appropriate investment policies, monitor investment activity and ensure its consistency with policies and legal responsibilities.

• Ensure that there is no conflict between any investment held and DonPhills Foundation aims and objective.

• Oversee, approve and present budgets,accounts and financial statements, and financial reports to the Board.

• Liaise with staff and volunteers about financial matters.

• Keep the Board informed about its financial duties and responsibilities and advice on the financial implications of 54 Sources consulted in compiling this include:





• Bring impartiality and objectivity to decision-making.

• Work with the ED to facilitate change and address conflict within the Board and organisation making

• Work with the ED to facilitate change and address conflict within the Board and organisation of special correspondence from members DonPhills Foundation strategic plans.

• Ensure equipment and assets are adequately maintained and insured.

• Ensure that the accounts are prepared and disclosed as required by funders and relevant statutory bodies.

• If external scrutiny of accounts is required, ensure that the accounts are properly scrutinized (independent examination or audit) and any recommendations are implemented.

• Make a formal presentation of the accounts to the Board and note important points in a coherent and clear way.

• Sit on appraisal, recruitment and disciplinary panels as required.






• A commitment to DonPhills Foundation work and approach.

• A genuine interest in and a commitment to the strategic use of

• A commitment to DonPhills Foundation work and approach.

• A genuine interest

• A commitment to DonPhills Foundation work and approach.

• A genuine interest in and a commitment to the strategic use of

• A commitment to DonPhills Foundation work and approach.

• A genuine interest in and a commitment





• Willingness to devote the necessary time and effort.

• Strategic vision.

• Recent experience of chairing Boards,committees and meetings.

• Established reputation as a leader and strategic thinker in either commercial or voluntary or public sector context.

• Significant experience of operating at a senior level in a strategic capacity.

• Ability in partnership working and relationship management.

• Able to build and maintain strong,transparent relationships with key Stake holder’s justice.

• Willingness to devote the necessary time and effort.

• Strategic vision.

• Experience with strategic planning.

Periodical reporting on membership development


The MWG support prepares a report on membership development to the DPF Executive Board prior to every meeting.

The report will include an overview of the status of payment of membership dues, new members, and information about current negotiations with potential members, as well as details on applicants that are not processed providing the reasons for the MWG's decision not to proceed with reviewing applications in question.