Governance, Policy and Strategy

Governance, Policy and Strategy is primarily responsible for setting the purpose, goals and direction, cultivating the values, developing policies, developing and communicating strategy, mobilizing and allocating resources, oversight, controlling risks and accountability. The Governance Board is responsible for this sector. The following processes come under this sector:

• Process 01 : Governance & Policy
• Process 02 : Organizational Strategy & Sustainability
• Process 03 : Resource Mobilization & Sustainability
• Process 04 : Transparency
• Process 05 : Diversity Initiative
• Process 06 : Partnerships & Collaborations
• Process 07 : Initiatives & Proposal Writing
• Process 08 : Annual Plan, Budget & Budget Monitoring
• Process 09 : Process/Project Management and Oversight

Governance Board

The Governance Board (GB or Board) is the principal and highest governing body of the Noolaham Foundation. The board is an all volunteer team. The board shall exercise its decision-making authority in a transparent and consistent way. All decisions should be taken with the focus on Noolaham Foundation’s sustainability and long-term objectives. Key decisions and policies must be documented and disseminated on a regular basis to Noolaham Foundation’s community. The Chief Operating Officer is an ex-officio member of the board, without voting rights. Chief Operating Officer is responsible for documenting, following up and implementing the operational action items and resolutions of the board.

The board sets the values and goals, allocates resources, controls risks and monitors performance. The Chief Operating Officer is responsible for the operations and execution. She/he shall engage volunteers via process and project teams to supplement key capabilities. Board of directors, in their capacity as directors must limit their involvement to areas specified in this manual. Specifically, they should not directly interfere with operational matters outside of the documented reporting and communication channels.

The board is responsible for strategic management, policy development, sustainability, oversight and accountability, quality assurance, resource mobilization and appointment of committees.

Key Responsibilities

Strategic Direction
The board is responsible for developing and managing long term strategic management of Noolaham Foundation.

Policy Development
The board develops organizational policies and puts in organizational structures to ensure their implementation.

Sustainability
The board is responsible for organizational, financial and regulatory sustainability of the foundation.

Resource Mobilization
The board is responsible for developing and managing the Annual Plan of Noolaham Foundation and its Chapters. It is the responsibility of the Noolaham Foundation and its Chapters to ensure that the Board has access to the financial information of all its entities.

Oversight and Accountability
The board has the responsibility to monitor and evaluate the processes and projects. It has the responsibility to evaluate the COO performance every six months and provide written feedback.

Quality Assurance
The Board is responsible for the overall quality of the work completed by the Noolaham Foundation. The Board shall ensure that the Board, Management and Staff work in accordance with internationally recognized standards.

Community Building
Volunteer mobilization, community relations, collaborations, and partnerships are critical for Noolaham Foundation. Board is responsible for nurturing these relationships in a transparent manner. Further, the Board shall ensure that Noolaham Foundation engages and contributes to the Communities of Practice in the fields it operates.

Appointing Special Committees
The RB shall appoint Special Committees/Action Committees with clear Terms of Reference to achieve specific results within a timeframe. These Committees shall be delegated powers to perform tasks such as raising funds, managing research and organizing events. Special committees shall seek assistance from management and other stakeholders when required. Any processes involved with finance should comply with the financial procedures of Noolaham Foundation and the Chief Financial Officer of the organization.

Governance Board Committees

Currently, there are two Governance Board committees: Human Resources Committee and Collections Committee. Their composition, roles and responsibilities are outlined in the upcoming chapters.

Membership Qualifications

• A person seeking to be a member of the Governance Board must have aligned interests with the mission, objectives and values of Noolaham Foundation. She/he must take attendance, time, request for comment and oversight responsibilities seriously.

• A new board member should have been an active contributor to the organization and/or bring significant value to the organization. All board members must take responsibility for minimum 5% of bricks that sustain the Noolaham Foundation.

• Diversity, inclusivity, and plurality are at the core of Noolaham Foundation’s mission to serve Sri Lankan Tamil speaking communities. A board member must demonstrate unequivocal support for these core values.

Directors’ Duties

Noolaham Foundation’s directors are legally and ethically responsible individually and collectively to execute the responsibilities of the Governance Board. Directors have fiduciary duty to act in the best interest of the organization, duty of care and duty of loyalty. Further the following conflict of interest duties apply.

Conflict of Interest
All directors have a duty to disclose a real, perceived or potential conflict of interest at the earliest possible time to the Governance Board and relevant stakeholders.

Cases of conflict of interest include:

• Noolaham Foundation directors are unpaid volunteers. A director should not be paid or financially compensated directly or indirectly. A paid staff person cannot become director for a minimum of two years after the end of her/his employment with the organization.
• A director shall not appropriate organizational resources such as information, funds, collections or staff resources for their personal projects or interests using his access/capacity as a director. Please note, this does not preclude her/him from using Noolaham Foundation services as a regular user.
• Directors have a duty to disclose and not be the sole Governance Board mentor for processes where they brought in a Sponsored Employee or external staff resources.
• A director shall not appropriate an opportunity that has been presented to the organization for her/his persona benefit and for another organization.

Board Composition

The board shall consist of 11 members.

• The Chief Operating Officer is an ex-officio member of the board, without voting rights.
• All board members are equal without any positions, except for the rotating role of the Convener.
• The board shall consist of at least 6 members who contribute to financial resource mobilization.
• NF shall undertake reasonable and active effort to nominate individuals from diverse backgrounds, noting the value of diversity in decision making and program development and noting the various barriers that exist for people from diverse backgrounds to contribute.

Board Roles

Governance Board Convener
Governance Board Convener is the person responsible for compiling and prioritizing Agenda based on input from COO and volunteers, organizing and conducting the Governance Board meeting and communicating the Meeting decisions and minutes with relevant stakeholders. She/he is responsible for correspondence on behalf of the Governance Board. Honorary Chairperson shall act as the Convener if the Convener is unable to attend the Board meeting. The Governance Board Convener role rotates between all Board members every six months.

Staff Secretary
The staff Secretary is responsible for keeping legal minutes and records of the Board meetings. COO is responsible for this role. She/he shall engage the Finance and Administrative Officer as appropriate in assisting with record keeping.

Honorary Chairperson
The Governance Board shall nominate a current director with an exceptional contribution record to Noolaham Foundation as a Honorary Chairperson. She/he is chosen by the board. She/he term corresponds with the term for their directorship role. She/he represents the Noolaham Foundation ceremoniously, including signing off on correspondence, providing Annual Report statements, and being Noolaham Foundation’s representative at events.

Board Roles

Governance Board Convener
Governance Board Convener is the person responsible for compiling and prioritizing Agenda based on input from COO and volunteers, organizing and conducting the Governance Board meeting and communicating the Meeting decisions and minutes with relevant stakeholders. She/he is responsible for correspondence on behalf of the Governance Board. Honorary Chairperson shall act as the Convener if the Convener is unable to attend the Board meeting. The Governance Board Convener role rotates between all Board members every six months.

Staff Secretary
The staff Secretary is responsible for keeping legal minutes and records of the Board meetings. COO is responsible for this role. She/he shall engage the Finance and Administrative Officer as appropriate in assisting with record keeping.

Honorary Chairperson
The Governance Board shall nominate a current director with an exceptional contribution record to Noolaham Foundation as a Honorary Chairperson. She/he is chosen by the board. She/he term corresponds with the term for their directorship role. She/he represents the Noolaham Foundation ceremoniously, including signing off on correspondence, providing Annual Report statements, and being Noolaham Foundation’s representative at events.

Board Meetings

Please see the Governance Board Meeting procedure.

Board Assessment

The Governance Board is accountable to staff, volunteers, content contributors, source contributors, donors, supporters, users and the communities it serves. Assessment is an important component for accountability. Assessment is important to ensure that the Board members carry out their roles and duties reponsibily. The bricks can be updated during the time of the assessment and used as an approximate evaluation tool to guide the assessment process.

Two types of assessments are to be undertaken in November reflecting on the performance for the year. The achievements and shortcomings can be valuable input to the Annual Report.

• Board Assessment
• Board Member Self-Assessment

If a board member is not able to fulfill minimum duties, the Board shall undertake a Board Member Assessment. If the assessment results are poor, the Board shall request the member to become a Gray Member until they are able to contribute better. If that board member is unable to bring their performance up in the Gray Board, she/he shall cease their Governance Board directorship.

Gray Board

The number of positions in the Governance Board is limited for logistical reasons. However, there is a need to involve and take input from key volunteers who contribute significantly to processes and projects. There is a need to support volunteers or even existing board members who are unable to function as full board members for personal reasons. Further, there is a need to develop the next generation of leaders. Recognizing these needs, Noolaham Foundation has established a Gray Board. Towards these aims, at least one third of the Gray Board members should consist of the marginalized and underrepresented communities.

Gray Board consists of key volunteers who can provide valuable insight and supplement Noolaham Foundation’s capability. Gray Board members have preview to Noolaham Foundation’s Board communications and are invited to the Board meetings. However, they do not have legal obligations and do not have voting rights.

The qualifications and election process for for Gray Board are same that for the Governance Board except that they only need to take responsibility for minimum 3 bricks that sustain Noolaham Foundation. Please refer to the Governance Board Member Qualification and Election Process process sections for details.

Emeritus Board

Emeritus Board consists of invited former Board members, Steering Board members, Regulatory Board members who are able to continuously provide strategic input to Noolaham Foundation. They can engage with selected processes and project teams.

Advisory Pool

Advisory Pool is a network of individuals who provide technical advice and inputs to Noolaham Foundation’s programs, operations (processes and projects), and governance. Experts from diverse fields, including librarians, archivists, documenters, subject scholars, researchers, writers, project managers, facilitators, publishers, photographers, videographers, accountants, legal experts, designers, communication specialists, translators and ethicists will be identified and engaged as process or project affiliated experts. Scope for an Advisory Board is to be explored in the short term.

Policy, Procedures, Guides and Manuals

Policy, Procedures, Guides and Manuals

Volunteers

Noolaham Foundation is a volunteer driven organization and volunteers are an integral part of the organization. From governance to on the ground activities, volunteers play critical roles leading and supporting organizational activities at all levels. Noolaham Foundation values the significance of the contribution made by the community members and strives to promote an inclusive, collaborative, and co-creative culture in its management and operations.

Volunteer Roles

All of Noolaham Foundation's concerns and activities are organized as processes and projects as noted above. Volunteers are welcome to contribute at all levels respecting accountability, reporting and communication procedures outlined in this manual. Specially, volunteers contribute via the following roles:

Process/Project/Chapter Volunteer
Process/ Project Volunteers support Noolaham Foundation’s various processes and projects that range from digitization to writing software, from contributing content to help organize an event. Process/Project Volunteers at all times and at all stages of the process/project shall work in collaboration with the Noolaham Foundation staff. Volunteers and staff from different offices, regions and countries work together as a team. All progress and updates related to the particular process/project should be transparent and be communicated to the entire team through the respective email thread and/or Slack.

Volunteers affiliated with a particular Noolaham Chapter form the volunteer team for that Chapter.

Process/Project Affiliated Advisor
Experienced volunteers who can provide advice/consultation regarding a specific Noolaham Foundation’s project/task, i.e. reading palm leaf manuscripts and providing advice to contextualise and create quality metadata.

Project/Process Mentor
Process/Project Mentors or Co-Mentors provide an ongoing oversight and guidance for process and projects. Sector Manager (staff), and Project/Project Mentors/Co-Mentors form the leadership team for a process or project. They supplement and support the staff and volunteers capability. Process/Project Mentors should not do job assignments or change priorities without consulting the Chief Program Officer. All progress and updates related to the process/project should be transparent and be communicated to the entire team through the respective email thread and/or Slack.

Governance Board Member
Contributes to the Governance Board as described in the Governance Board section above.

Active Volunteers and Volunteer Alumni

Volunteers currently part of process or project teams, the Board and Chapters are considered active volunteers. Volunteers who contributed in the past, but who no longer contribute active as noted above form the Volunteer Alumni. All volunteers' contributions, big or small shall be recognized as noted below.

Volunteer Contribution Recognition

In order to document and preserve the contribution of each volunteer since its inception, Noolaham Foundation aims to archive the work that has been undertaken by each individual. A short bio and a professional photograph of the volunteer shall be collected by the Noolaham Foundation’s Program/Process Sector Manager during the course of the project/process implementation. The Program/Process Sector Manager is responsible for writing a brief summary of the work that was undertaken by the volunteer. This information shall be made publicly available in some form as a formal recognition of the contribution made:

On Noolaham Foundation’s website/blog in a dedicated “featured volunteer” section Include in monthly/annual reports Include in other marketing and promotional materials

Volunteer Outreach and Mobilization

Noolaham Foundation shall organize community outreach events to attract potential volunteers and contributors.

Strategic Management

Noolaham Foundation’s Strategic Plan envisions where the organization aims to be at a future time point and how it is going to get there. Generally, a three to five year Strategic Plan is developed, which is used to direct Noolaham Foundation activities. The Governance Board is responsible for developing the Strategic Plan via a collaborative and participatory process involving volunteers, staff, users, Chapters, and the wider Noolaham Community. The plan must represent a collective vision of the institution.

This manual does not prescribe a detailed strategy development process at this time.

Sustainability

Noolaham Foundation’s primary commitment is to digitally preserve and provide open access to knowledge resources of the Sri Lankan Tamil speaking communities for the long term. The purpose of the institution is to serve that mission. Long term sustainability is critical to that mission.

Organizational Sustainability

The organization needs to be self-sufficient in its operations, management and governance. For Noolaham Foundation, in practice, this means that staff have the capacity for operations and management without significant volunteer input. A positive, collaborative organizational culture is built. The organizational knowledge is continuously developed, documented, integrated and transmitted to staff, volunteers and stakeholders effectively. Organizational sustainability means reducing the reliance on few core volunteers to pull the majority of the workload in governing the organization. A balanced and diverse Governance Board is essential for organizational as well as resource sustainability.

In addition, Noolaham Foundation needs to manage credibility and regulatory risks. For instance, it needs to ensure that monthly reports, project reports, audit reports and annual reports are released on time. It fairly records and recognizes the contributions of all. It respects all applicable copyright laws.

Resource Sustainability

Noolaham Foundation needs to ensure a reliable and diverse source of funding.

Technological Sustainability

Digital preservation and access is a challenging and evolving technical endeavor. Noolaham Foundation needs to continuously adapt its technical capacity to fulfil its service obligations.

Resource Mobilization and Sources of Funding

There will be two main resources for resource mobilization namely regular and non-regular donations. Regular donations fund operations and non-regular donations fund projects and initiatives. Regular resources are provided by relevant resource networks throughout the world, specifically the parent organization, Chapters, and member supporters. All chapters will ensure their commitment during the fourth quarter of each year and will mobilize funds and commitment by the first quarter of the following year, while the second and third quarters will be the periods for actual implementation. Reporting will be carried out during the fourth quarter of each year. Meanwhile, through non-regular funding sources such as project grant, donation for specific activities, and other grants, most of the project related activities or plan of action will be carried out. The Program and Projects sector in consultation with Management and Board members will identify potential entry points and based on the market requirement or the donor requirement will analyze and formulate proposals, and support management to appraise, finalize and submit them to donor communities. The overall approval for projects will be endorsed by the Board of Directors before the submission to donors.

Partnerships, Collaborations and Networking

Noolaham Foundation nationally and internationally holds a significant stakeholder network with relevant parties and volunteer force. Many academic and professional institutions and donor communities have been supporting to implement diversified projects targeting protection and preservation of documents that are generated by Tamil speaking community of Sri Lanka. Noolaham Foundation welcomes coordination and collaboration initiatives from various strata of interested stakeholders and clients. Overall coordination strategy is managed by the Board of Directors (BOD), while the respective chapters identify and propose possible coordination mechanisms to BOD for approval. International collaboration through individual and institutional grant and friends of Noolaham Foundation are striving agents for coordination and carrying out diversified documentation and preservation activities in Sri Lanka.

Annual Plan and Budget

Annual Plan and Budget is the primary operational planning document for Noolaham Foundation. The Governance Board in consultation with Management, Chapters and other stakeholders develop the APB in November/December months and it must be approved by January. APB specifies the projects, staff level as well as operational and project funding sources for a given year. Noolaham Foundation’s Basic Operations Budget specify the basic human resource and overhead expenditure for Noolaham Foundation’s operations. These budget items have been developed and agreed upon based on Noolaham’s long experience. The Annual Plan and Budget should include a Diversity Report and a Diversity Plan to improve diversity in collections, in organizaton and of people at Noolaham Foundation.

Policies

• • Noolaham Policy on Intellectual Property Rights
  • Policy on Gender Equality
  • Work Place Policy in HIV/AIDS of Noolaham Foundation
  • Official Language Policy