The Board assumes collective responsibility for the financial and legal probity of the organisation. Board members are the Directors of the organisation as a company limited by guarantee in the UK and therefore assume the responsibilities pertaining to this status. Board members are also the Members of the organisation as a company limited by guarantee in the UK and therefore assume the responsibilities pertaining to this status.
The Advisory Council exists to advise the executive team and other team members as appropriate, and may get involved with specific projects or challenges. The advice is available both as requested by the exec team and also by Advisory Council members proactively contacting the exec team with ideas, leads or opportunities. The Advisory Council is a group of advisors, rather than a Board which aims to form consensus or decisions.
Other groups related to governance of Open Knowledge International, such as the International Council, may exist and should have their terms of reference framed as to not conflict with the Board of Directors.
Statement of Values
Joining the board
Board members may join the board from time to time. Potential board members may be found by:
- Advertisement and then application
- Directly approaching a current board member
- Proactive approach from board member: Potential board members are evaluated against the requirements of board membership set out in this document, and any specific needs for the board which have been identified by the board and/or exec team (such as financial expertise) from time to time.
It is expected that potential board members will meet one or more of the board and the exec team, and in addition will meet the Board Chair, before a formal nomination is placed before the Board for evaluation and decision. References from third parties may be taken up and other specific recruitment processes may be followed as seen fit by those organising the recruitment in a given instance. Following the approval of a nomination by the board, new members joining the board around the time of their appointment will usually meet with the Board Chair and potentially other members of the board and/or the executive team to get up to speed with current and recent Board and organisational business.
Term of service
The usual term of service on the board is 2 years, renewable for a subsequent 1 year periods by mutual agreement between the board member and the board (by majority vote), up to a total term of 6 years including the original 2 years.
Board members will meet the Board Chair and/or other board members as appropriate on a roughly annual basis to discuss their engagement with the board and how their role is working out on both sides. An informal “score card” or other tools may be used in this context to help evaluate attendance/engagement/responsiveness of board members.
Leaving the board
Board members wishing to resign from the board may do so at any time; it is encouraged that they alert the board Chair and/or the board email list as soon as possible so that plans can be made in a timely fashion for replacement and handover as needed. Where possible it is hoped that an overlap period can be arranged where both the departing and new board member serve to allow good on-boarding and knowledge transfer.
Any board member can be dismissed immediately for gross negligence or misconduct.
- Risk management and assessment, internal controls
- The Board is responsible for assessing and managing organisational level risk, including recommending systems and processes of internal controls to the executive team.
- Strategic direction: Alongside the executive team, the Board are responsible for shaping the strategic direction of the organisation.
- Decision making: Decisions may be made in person or electronically as determined by the Articles of Association.
- Goal setting: The board will set goals for the organisation and the executive team and will hold the executive team to account
The board should provide input, not just listen and agree, as Open Knowledge International is in a time of change and growth and looks to the board for guidance. However the board is not expected to be active in day to day operations, activity or management.
Specific roles on the Board and their responsibilities
Chair: The chair should be able to dedicate real time to the organisation rather than act just as a figurehead; be able to play an active part in steering the organisation as we plan and deliver our new strategy, including creating new organisational structures and beginning new forms of fundraising activity.
The board chair supports and coaches the executive leadership of Open Knowledge International to create and deliver the strategy, and will also be ready to engage with high level fundraising efforts. The chair will help the board evolve to support the growth and change of Open Knowledge International.
Secretary for Companies House This role is responsible for ensuring Companies House filings are made in a correct and timely fashion and that other documents are maintained as needed.
Other roles and committees may be set up or disbanded by agreement of the board from time to time as required.
The board should communicate regularly with various groups and individuals and may choose to nominate specific board members or channels of communication to ensure these links are effective for all parties. Specifically, the board should stay in close contact with the executive team (this is expected to occur primarily via the Board Chair). Another key group is the broader open knowledge community and the board should aim to publicise a route by which community members can contact it if required.
Board matters and documents should be shared in public forums such as on the Open Knowledge International Forum and the OKFN.org website where ever possible.
Conflicts of Interest
If any board member has reason to believe a conflict of interest situation has arisen or may arise, this should be drawn to the attention of the Board Chair and/or the board email list as soon as possible.
All board members will complete a conflict of interest form on joining the board and at other times as required.
Expectation of board members and board size
The Board should be of a manageable size to enable effective meetings and decision making, as of mid 2013 this is felt to be 8-10 members.
Board members are expected to attend most board meetings, in person preferably; they should have reviewed relevant materials in advance. Members are expected to read the board email list and respond where they can in a timely fashion, including participating in email list votes when needed.
Revision of TOR
These terms of reference should be reviewed by the board on an annual basis and revised as needed. Revisions to the terms should be agreed as per other board decisions.