Governance: Purpose and Objectives
The purpose of the Governance Manual is to guide URDA’s governance processes in accordance with the URDA Bylaws and URDA’s organizational practice. It is intended to help and support the Board of Directors acting on behalf of the organization 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 Board members in all their dealings with respect to, and on behalf of, URDA.
URDA’s Board is the focal point of URDA’s system of corporate governance and is ultimately accountable and responsible for the performance and affairs of the organization. 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 URDA’s activities. The aim is to exceed minimum requirements of good governance, with due consideration to recognized standards of international best practice.
URDA Governance: An Overview
URDA’s governance structure consists of members, forming a body of Board members. All URDA’s powers and activities are exercised and managed by the Board.
URDA’s Board should govern the organization in a way that will ensure long-term sustainable development and growth of the organization. Board of directors is:
- 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 URDA achieving the highest levels of professionalism and organizational integrity.
The General Assembly is a group of all administrative members, including its board members and staff members. The General Assembly usually meets annually or biannually and is held sequential to a Board Meeting. The mission of the General Assembly includes:
- Election of members of the Board of Directors, holding them accountable and dismissing them in accordance with the by-laws and articles of association approved by the Lebanese Ministry of Interior.
- Approving amendments to the Association’s bylaws and statutes.
- Approving the strategic plans.
- The General Assembly meets annually or in exceptional sessions when there’s a need to elect or dismiss. As indicated in the bylaws and articles of association approved by the Lebanese Ministry of Interior.
- Exceptional sessions may be convened at the invitation of the Chairperson or of ten percent of its members.
- The election session shall be presided over by the oldest member, or the members shall vote for the selection of the chair each time if one-third of the members so request, while the chairman presides over the non-electoral sessions.
Powers of the General Assembly:
- Election of the governing body by secret ballot
- Hearing the reports submitted by the administrative board and discussing the work done and the projects prepared for implementation and expressing its opinion thereon.
- Submitting suggestions and recommendations to the administrative board.
- Discussing the Assembly’s budget, approving the final account for the previous year and discharging the President of the Association.
- Amendment of the internal system.
First: Formation and Structure of the Board of Directors
The administrative body shall consist of six members and not more than nine elected by the General Assembly by secret ballot in a meeting where more than half of the General Assembly members must be present, and these members must have covered their annual payments a month before the election date.
- The URDA General Assembly shall elect at least five specialists.
- During its first session after its formation, the Council shall elect a President, a Vice-President, a Secretary, and a Financial Officer.
- The term of the Board of Directors is 3 years, as stipulated in the Articles of Association in this regard. The members of the Board of Directors may be renewed for an unlimited number of sessions.
- The Board of Directors meets every two months and at the request of its Chairman or a third of the members.
- Executives have the right to attend specific meetings of the Board of Directors or part thereof at the request of the Chairman or the Director-General.
- The members of the Board of Directors have the right to attend the meetings of the general administration without having the right to vote provided that prior coordination with the Director-General.
Second: Required Competencies:
The following conditions must be met by all Board members:
- Experience in other boards of directors.
- Executive management experience.
- Experience in identifying and monitoring risks.
- Financial knowledge.
- Knowledge of the nature of URDA works.
- Specialization in the fields of work of the Federation.
- Knowledge of local and international markets and institutions funded externally and internally.
- Knowledge of legislation and laws in force.
- Ability to read and understand financial and administrative reports.
- Ability to make decisions independently and avoid conflicts of interest.
- Good reputation and integrity.
Third: Role of the Board of Directors:
The Board of Directors is responsible for the overall strategy of URDA and directs the activities and decisions of the organization within the scope of its responsibilities.
- Determine the strategic direction of URDA and develop public policies and interim objectives by working together with the general management to develop and implement URDA vision, mission, objectives, strategy, and overall structure.
- Approve the annual administrative budget proposed by the General Administration and take the important decisions related thereto.
- Appointment, dismissal, and accountability of members of the public administration and evaluate their performance.
- Appointment and removal of members of the Board of Trustees.
- Selection, appointment, accountability, and follow-up of the Director-General.
- Develop and supervise internal control systems and controls such as: (conflicts of interest, misbehavior, the integrity of financial and accounting systems, control systems, annual review of internal control systems, financial policies, procurement policy, professional conduct for managers and employees, ruling values ….).
- Represent URDA in major events and strategic agreements as well as public administration.
- The use of consultants and experts from outside the URDA in order to support the team and provide the required consultations in coordination with the Director-General and General Administration.
- Request all information related to URDA from the Director-General, and all Board Members shall maintain the confidentiality of such data, information, and documents.
- Access to the minutes of the meetings of the public administration.
- Decide on disputes that may arise within the public administration and establish arbitration committees.
- Approve the application for membership of the Association as described in the rules of procedure and the Association approved by the Lebanese Ministry of Interior.
Members of the Board of Directors
The board has the following members:
4. Secretary; and
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.
Each officer is elected for a three-year term and holds office until the term expires and a successor has been elected.
The member with the highest number of votes becomes Chair of the Board (and also of General Assembly). 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 and URDA Bylaws.
Once elected, a Chair serves a three-year term, regardless of whether new directors are elected within this time period, and whether such Directors receive more votes than the Chair originally received when he or she was elected.
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 and URDA Bylaws.
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 as prescribed by the Board and URDA Bylaws.
- Provides financial, real estate or banking guarantees according to the decision of the Administrative Commission which has the responsibility to determine the amount of the guarantee.
- Collects fees from members according to receipts with counterfoil.
- Is a permanent member of the financial committee
- Collects all incoming amounts of money, transfers and financial securities.
The Treasurer supervises the charge and custody of all URDA’s funds, the deposit of such funds in the manner prescribed by the Board, and the keeping and maintaining of adequate and correct accounts of URDA’s 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 and URDA’s Bylaws. The Treasurer will maintain regular contact with the Financial Manager. The Treasurer will be expected to review and give feedback to the Financial Manager, GM, and the Board.
The Board may create any number of Board committees, each consisting of two or more members, to serve at the pleasure of the Board. Committee members are elected by secret ballot from members of the General Assembly. Each committee elects its chairman and its executive.
Meetings and actions of Board committees are governed by the provisions of URDA’s Bylaws, which concern meetings and actions of the Board. Essentially, that which applies to Board meetings and actions also applies to meetings and actions of Board committees. Minutes of all Board committee meetings are kept and filed with the Secretary of the Board of Directors.
It is the body’s indirect responsibility for the NGO’s execution and activities.
The executive management is one of the most important administrative bodies in all types of establishments, whatever the nature of its work, because it contributes in providing the necessary control over the work, and the development of a set of plans that organize the tasks required of employees or workers in a good way by relying on the identification of the main objectives of the facility, and then careful to achieve them in accordance with a set of strategies that the executive management seeks to create, examine and analyze based on previous experience, or the establishment of a feasibility study that contributes to knowing the estimated expectations of the results to be reached. The person who controls and supervises this management is called the CEO or Executive Director.
First: the formation of executive management
URDA Executive Management includes:
- The Director-General.
- Human Resources Manager.
- Director of Financial Resources Development.
- Director of Public Relations.
- Director of Information
- The Executive Director
- Financial Director.
- Director of Administrative Affairs.
- Director of Planning and Studies
- Deputy or Deputy Directors General
These functions may be modified, merged or increased by some departments after approval by the Board.
The Deputy Director-General shall be chosen from among them or from outside. They may also choose a secretary from among them or from outside.
Second: Functions of the Executive Management
- Developing interim and general plans and various programs in accordance with the policies and objectives set by the Board of Directors.
- Propose strategic plans and general policies.
- Supervise the institution, its departments, its works, and the affiliated institutions and take decisions based on them.
- Supervising and holding various departments accountable.
- Follow-up the implementation of the daily, periodic and permanent work of URDA and to ensure its compliance with the strategies and policies developed by the Board of Directors, or with the message and vision of the URDA approved by the Board.
- Appointing, selecting and following up the employees in their respective fields, supervising, evaluating and isolating them, except for the first category, which is the category of managers, as this is the prerogative of the Board of Directors
- Approving the executive plans and interim procedures of the departments, such as the implementation of work, establishing projects, implementing programs, sending reports to donors, suggesting new projects, marketing them, communicating with funders, etc.
- Organizing workshops, marketing, training, evaluation, and scientific conferences.
- Propose the budget and submit it to the Board of Directors.
- Execute financial disbursement within the budget. And making financial decisions for the implementation and implementation of projects to serve the conditions of the donor and the approval of the necessary emergency expenses that do not conflict with policies and objectives.
- Submit appropriate reports to the Board of Directors.
The Chairman of the Board of Directors has the right to attend the General Administration whenever he wants to be chaired by the Director-General.
These are the executive assisting departments that form the administrative structure of the institution. Each department is subordinate to a range of departments, units, committees and affiliated institutions.
Decision-making and references within the executive departments
The management has a set of administrative processes that help the success of the work and achieve the specific objectives in the facility, and each manager must have the appropriate sense of observance and implementation and is divided into four main operations which are:
Planning: This is the first process and function of management, which contributes to the formulation of a set of strategic plans to determine the nature of the tasks to be carried out by relying on senior management directives and help to transform these plans from mere strategies to a set of operational processes that are actually implemented.
Organization: The process that aims to arrange and distribute tasks among employees by relying on the implementation of a general career policy, and contribute to provide the ability to organize work properly, and strengthen communication between employees and departments and management, coordinate job tasks, control the resources available, and delegate managers At the intermediate level and first in the process control.
Leadership: A process that helps to strengthen the organization through the use of a set of administrative instructions, which helps in guiding employees, follow-up their work, and ensure that they perform the tasks required of them properly, and commensurate with the general policy of the institution, and the leadership is the role of management in dealing with That employees find it difficult to deal with.
Control: This is the last process of management, which depends on imposing control and control over the workflow by controlling it and making sure it is implemented. Usually, it is applied by monitoring the results of the work, and then comparing it with the strategic plans at the planning stage and assessing the success of management with the participation Staff in reaching the right results.
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