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Statute of the Board
Agreed by the Board at Burgos, Spain, 10 May 2014
CHAPTER I. GENERAL
Article 1. Concepts and terminology
This statute is drawn up and agreed following Article 6 of the Charter of the Association EXARC (de ’Association’).
CHAPTER II. COMPOSITION
Article 2. Composition
1. When recruiting and selecting Board Members, the Board uses a predefined Board profile in which the needed qualities and the total size of the Board is described. When making the Board profile the Board keeps the character of the Association in mind, its activities and the wished expertise of Board Members. Using this Board Profile, the Board makes profile sketches for the individual Board members and periodically (or at least when a vacancy occurs) checks if these profile sketches are still valid and updates them where needed. The current profile Board Members need to comply with is attached in Annex 1.
2. The Board is composed in such a way that Board Members can act as good Board Members, independently of each other and any interests.
3. When recruiting and selecting Board Members, the Board also looks beyond their own network.
4. The Board is responsible for a balanced composition of the Board, fitting the goals of the Association.
5. The Board maintains a phased roster of resigning Board Members. The present roster is attached in Annex 2.
6. When the period of a Board Member comes to an end, the Board contemplates about whether re-election is the best suggestion. In this process, the functioning of the Board Member in question is under discussion following the most recent Board Profile. Attention is also given to the question whether rejuvenation is advisable.
7. The period a Board Member is elected for as well as re-election is stated in the Charter, Article 6.4.
8. Board membership ending is discussed in the Charter, Article 6.5.
9. The Chair is elected as such. He or she is responsible for the well-functioning of the Board and is the primary point of contact for Board Members.
10. Board members report any relevant (additional) position elsewhere to the Board. An (additional) position, paid or unpaid is relevant if executing it can lead to a conflicting interest with the Association. The Board needs to give permission for accepting or continuation of such a position.
11. The Board is responsible for an annual (self) evaluation of its own functioning. The outcome of this and the following agreements must be reported.
CHAPTER III. POWERS, RESPONSIBILITIES AND TASKS
Article 3. Powers and Responsibilities
1. All Powers and responsibilities rest with the Board which are given to them following the Law and the Charter of the Association.
2. The Board makes the following plans and revises them where needed:
a. An annual policy with fitting budget
b. A moving multi annual policy
c. Any other plans the Board sees fit
3. The Board is responsible and competent to take decisions in regards to the following subjects:
a. The strategy, including the policy in regards to content and business of the Association; this should lead to realization of the goals as set in the Charter;
b. The financing of the strategy, including plans for fundraising;
c. Following the relevant legislation;
d. The facilities for controlling of the functioning of the organization by means of an adequate risk managing and control system;
e. The Year Plan and the Year Budget that goes with it;
f. The Annual Report and Annual Financial Report;
g. Going into or breaking sustainable or important cooperation contracts;
h. Judicial actions like contracting for a loan, offering securities and the buying or selling of property (See Article 6.2 of the Charter for details);
i. The main outlines of the policy for working conditions of the employees as well as the main outlines for the policy as regards to volunteers;
j. The appointment of an external accountant.
Article 4. Tasks
1. The Board is charged with the running of the Association. This encompasses among others that the Board is responsible for the realization of the Goals of the Association, its strategy, its policy and thus the development of results.
2. When fulfilling its task, the Board focuses to the interests of the Association and also keeps account of the interests of those involved with the Association. The Board is also responsible for applying all necessary rules and regulations.
3. The Board is responsible for dividing the tasks within the Board. Board members appointed with a specific Board task are primarily responsible for controlling and monitoring these Board tasks. The present division of tasks is described in Annex 3.
CHAPTER IV. BOARD MEETINGS AND WAY OF WORKING
Article 5. Board meetings and way of working
1. The Board holds board meetings following the regulations set by the Charter in Article 6.8. Third parties may only join a full Board Meeting or part of it if invited by the Board or the Chair.
2. The Board holds Board meetings following a fixed roster. The first roster is attached as Annex 4. If Board Members are frequently absent, this will be discussed with them. One or more employees of the Association or third parties appointed by the Board may take part in the Board Meetings. The Board meets at least once per year without any third parties whatsoever.
Article 6. Decision taking within the Board
1. The Members of the Board aim to take decisions as much as possible unanimously.
2. Every Board Member has one single vote.
3. If unanimity is not reachable and neither the Law, the Charter of the Association or this Statute claim a larger majority, Board decisions are taken by a simple majority of cast votes. When there is a tie the vote of the Chair of the Board is decisive. Valid resolutions can only be taken following Article 6.8 as regards to the number of Board Members present.
4. Board decisions are taken in principle at Board Meetings.
5. The Board does not take decisions in a field of interest if the Board Member which is responsible for exactly that area is absent.
6. Board decisions may be taken through written notice on the condition that the relevant suggestion is offered to all Board members in function and none of them resists this procedure of taking decisions. Written procedure of decision taking happens by means of written declarations of all Board Members. A declaration of a Board Member that he or she wants to abstain in regards to a decision to be taken by written procedure is regarded as a statement that he / she does not resist against this way of decision taking.
7. The Board may differ from the statements in Article 6.3 (last sentence), 6.4, 6.5 and 6.6 if the Chair of the Board deems necessary as regards to the urgent character or other conditions on the condition that all Board Members are able to take part in the decision taking. The Chair of the Board (and if appointed the Secretary of the Board) make a report of the decisions taken this way. This report will be annexed to the minutes of the following meeting of the Board.
8. Board decisions may be communicated externally through a statement by the Chair or the Secretary of the Board.
CHAPTER V. TRANSPARENCY AND ACCOUNTABILITY
Article 7. Transparency and accountability
1. Board Members offer the Board solicited and unsolicited, and timely (no surprises) all information about the tasks and responsibilities appointed to them, as far as this information is required for a well-functioning of the Board. Its policy as regards to contents and its business as well as the bringing into practice of it are part of this information.
2. The Board periodically discusses the progress of affairs in the Association. At least once a year the Board discusses and takes decisions about strategy, the general policy as well as the financial state of the Association. Part of this discussion are the budget, the year accounts as well as the systems used within the Association of administrative organization and internal control.
3. The Board discusses in how far it is advisable to insure the Association as well as the Board Members against liability.
4. The Board keeps an open relation with its employees and the regular volunteers of the Association as well as with teams within the Association.
5. At least once a year the Board discusses with the external accountant. At minimum the Board discusses the year accounts and the quality of the administration of the Association. All Board Members receive a copy of all reports the external accountant makes for the Board.
6. The Board ensures that all employees can report without endangering their legal position about (supposed) irregularities of general, operational or financial character.
7. The year report of the Association includes at least the Board profile as well as a list of the relevant (additional) positions.
1. DESCRIPTION OF THE CHARACTER AND SIZE OF THE ASSOCIATION
When discussing the size and composition of the Board, the character and size of the Association is taken into account.
Factors which may play a role are:
• the character and culture of the Association;
• the organizational structure of the Association;
• the number of employees within the Association;
• the composition of stakeholders of the Association;
• the way the Association is financed and the funding available for the Association;
• the size and composition of the Board.
2. DESCRIPTION OF THE WISHED COMPOSITION OF THE BOARD
Factors which may play a role when describing the wished composition of the Board as a whole are:
• Accomplishing the tasks assigned to the Board by Law, own rules and regulations and code of conduct in a responsible manner;
• A balance between nationalities, sex, age, experience and backgrounds of the individual members of the Board.
• Knowledge of and experience and affinity with the character and culture of the Association;
• The organization structure of the Association;
• The social policy of the Association;
• The role of the Association in society;
• (International) knowledge and experience in the fields of culture, finances, law, economy, commerce, social & society, and marketing.
3. DESCRIPTION OF THE WISHED EXPERTISE AND BACKGROUNDS OF INDIVIDUAL BOARD MEMBERS
Factors which may play a role when describing the wished expertise and backgrounds of individual Board Members are:
• Knowledge and experience in the fields of culture, finances, law, economy, commerce, social & society, and marketing.
• Experience in (controlling of or overseeing) a similarAssociation;
• National and international experience;
• Experience in the field of cultural governance;
• Experience with organizational processes;
• Knowledge of and experience and affinity with the work area of the Association;
• The ability to prepare and execute the strategy and the policy of the Association as well as developing results stemming from this, including realization of the goals of the Association;
• The ability to operate independently and critically from other Members of the Board;
• To be prepared to seat Commissions or Work Groups in the Association;
• To be prepared to follow an introductory and training program;
• To agree with the Statute of the Board;
• To have no conflict of interests at the moment of joining the Board;
• To be prepared and able to function as Chair and / or Vice Chair of the Board;
• To be able to work in a Team;
• To fit in the composition of the Board at the time of joining;
4. SIZE AND COMPOSITION OF THE BOARD
4.1. The minimum and maximum size of the Board is determined in the Charter, Article 6.3.
4.2. Starting point at all times is that the size of the Board must be such that the Board can fulfill its tasks effectively and responsibly with the possibility for each of the Members of the Board to contribute with his or her own qualities.
4.3. The composition of the Board should reflect as much as possible the contents of the Statute of the Board.
5.1. Each change in the Board Profile is discussed with the interested parties.
5.2. This Board Profile needs to be taken into account with each (re)appointment of a member of the Board
5.3. The Board Profile is available at written request to the Association.
ANNEX 2: Roster of resigning Board Members (exists)
ANNEX 3: Division of Tasks between Board Members
1. The role of the Board
1.1. Following article 6.1 of the Charter, the Board ensures that the association is led in accordance with the decisions of its own meetings, the Annual General Meeting, the Charter and the By-Laws.
1.2. The Board will:
• Decide on the division of tasks between the Board and the Director
• Monitor the Director’s work and dispositions
• Monitor the running of the association, including the accounting, the internal control, budget and ICT
1.3. The Board will, when requested to do so by the ICOM Secretary-General, provide a report on the work of the Board for the preceding year(s) for submission to the Executive Council, the Advisory Board and the General Assembly of ICOM.
1.4. Following article 6.3 of the Charter, the Chairman of the Board presides over the Members’ meeting and Board meetings or appoints a Board Member to do so.
2. The role of the Chairman
2.1. Following article 6.3 of the Charter, the duties of the Chairman of the Board are to:
• Preside at all meetings
• Develop meeting agendas for all regular meetings
• Develop strategies for the long-term growth of EXARC and represent EXARC in ICOM Maintain the EXARC Charter
3. The role of the Vice-Chairman
3.1. Following article 6.3 of the Charter, the duties of the Vice-Chairman are to:
• Perform all the duties of the Chairman in his / her absence, inability or refusal to act
• Provide direction to the standing and ad hoc committees as needed
• Ensure the duties of the Director, Secretary, Treasurer and Editor in Chief are carried out in full.
4. The role of the Secretary
4.1. Following article 6.3 of the Charter, the duties of the Secretary are to:
[DETAILS OF ROLE TO FOLLOW]
5. The role of the Treasurer
5.1. Following article 6.3 of the Charter, the duties of the Treasurer are to:
• Manage and account for EXARC funds, according to the decisions of the members’ meeting and Board
• Report on EXARC’s financial status at each meeting
• Establish clear accountability for all fund usage
• Create budgets as needed
• Ensure the duties of the Financial Manager are carried out in full.
6. The Board Meeting
6.1. The minimum agenda for a Board meeting is as follows:
• List of Board members present and absent
• Agreeing of the Minutes of the previous meeting
• Current Finances
• New members and other member issues
• Any other business
• Date of the next Board meeting
6.2. Board members are required to keep Board business confidential unless authorised to divulge specific details by the Chairman.
6.3. Minutes of a Board meeting must be made available to the Board within four weeks of the meeting.
6.4. Following article 6.9 of the Charter, any Board member can request a Board meeting. Board meetings are called by the Chairman in writing with at least 3 weeks’ notice stating the key agenda points. The Chairman may shorten the notice period if special circumstances require it.
6.5. The agenda and files for the Board meeting must be made available to the Board members at least seven days before the meeting date unless particular circumstances prevent this.
6.6. The Director is responsible for distributing the agenda for the Board meeting, for providing adequate supporting documentation, and for providing recommendations for discussion.
6.7. Board Members who are unable to attend a Board Meeting should inform the Chair as soon as possible.
ANNEX 4: Roster of Board Meetings (exists)
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