Governance

Governance may be defined as “a transparent decision making process in which leadership of an organization, in an effective and accountable way, direct resources and exercises power on basis of shared value.

The Governance of the Society is done by two Bodies in the form of General Body and the Governing Board (commonly known as the Board). Some of the functions of the general Body is to elect the Board, Appoint auditors, and approve financial statements etc., whereas the Board meets to provide strategic direction and policy-setting of the organization.

General Body

All very important and statutory nature decisions are taken at the General Body level. Some of such decisions could be as under :

  • Annual General Meeting
  • Appointment of Auditor
  • Election of Office Bearers
  • Amendment of bye-laws
  • Purchase of large properties, etc.

But somehow in reality the general members do not play a very effective role in the governance of an organization. There is a deficiency in the core foundation of the organization itself. Many organizations have a co-terminous committee i.e. both the board and the general body comprise same set of persons.

Membership

The NGOs registered under the Societies Registration Act or under the Companies Act or any other law which require both the general body and the board, should ensure that there is a transparent and appropriate policy regarding general members and general meetings.

The general body should be the body of general members with equal voting rights. The membership should be open to all section of stakeholders. The size of the general body is determined by the nature of NGOs work, generally movement based NGOs have larger general body. However normally the size of general body should vary between ten to thirty members. The general body should always be larger than the board.

Functions

Electing the members of the Executive Committee: The General Body will elect the members to the Executive Committee at its meetings in accordance with Rule 13. The names of the Persons who may be elected to the Executive Committee will be proposed by the Nomination Committee.

The General Body shall transact the following other business:

  • Adoption of the minutes of the previous meeting(s) of the General Body
  • Consideration and adoption of the Annual Report of the Society.
  • Ratification of the appointment of auditors as recommended by the Executive Committee for the Society.
  • Consideration and approval of the audit report.
  • Ratification of appointment of members to the Audit Committee of the Society, as recommended by the Executive Committee.
  • Ratification of the appointment of the members to the Nomination Committee as recommended by the Executive Committee; and
  • Such other business as may be brought forward with the permission of the Chairman.

Meetings

The General Body shall meet at least once every year ("Annual General Meeting"). The Annual General Meeting shall be convened by the Chairman.

A meeting of the general members should be held at least once in a year to discuss and approve important matters like approval of audited accounts, appointment of auditors, review of activities during the year, election of the board members. This meeting is called Annual General Meeting (AGM). It is normally conducted within six months from the end of the financial year and all the activities and accounts for the previous financial year are placed.

Apart from the AGM, general meetings can also be called during the year if the circumstances so demand. All general meetings other than the AGM are normally called as Extraordinary General Meeting (EGM).

In the general meeting all the members of the organization should have a right to participate and vote.

Governing Body/ Board/ Executive committee

Unless otherwise provided, the management of the affairs of the Society will be entrusted to the Executive Committee, which is a body elected by the Members of the Society in accordance with the Rules and Regulations.

The board happens to be the de facto, most powerful body of an organization and in the absence of an effective board it is very difficult to ensure good governance in any organization.

All decisions of enduring nature are taken on the board level and the board delegates authority and responsibilities to the CEO and other managerial persons.

Membership

The Executive Committee will consist of a minimum of ten (10) members and a maximum of fifteen (15) members including the President.

The Secretary of the Ministry of Health and Family Welfare, Government of India will be an ex officio member of the Executive Committee.

Any member willing to resign will give a prior written notice of at least two (2) months to the Chairman and the resignation of the member shall be deemed to be effective from the date on which the Executive Committee accepts the resignation.

Functions

Some of the functions of the board could be as under:

  • Approval of projects and activities to be undertaken.
  • Periodical perusal of the reports from Secretary and other key functionaries.
  • Approval of purchase of assets for large financial transactions.
  • Approval of budgets and investments.
  • Ensuring legal compliances.
  • Finalizing annual financial transactions.
  • Staff capacity building measures.
  • Vision and mission exercise.
  • Opening of bank accounts.
  • Appointment of staff.
  • Internal control measures
  • Resource mobilization, etc.

Meetings

The meeting of the governing body or the board of an organization should be held at least once in every three months. The board may meet more frequently as may be required.

A notice of every meeting is required to be given in writing. Care should be taken to provide for the length of the notice while framing the bye laws of the organization.

In the absence of any time limit of notice in the bye-law, it is desirable to give 21 days’ notice for a general meeting and 7 days’ notice for a governing body meeting.

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