BOARD CHARTER

Global Union of Changemakers (GUC)

Preamble

This Board Charter sets out the role, responsibilities, authority, accountability, and procedures of the Executive Council (Board of Directors) of the Global Union of Changemakers (GUC), in line with its Constitution, Memorandum & Articles of Association, and By-Laws. The Charter ensures transparency, accountability, integrity, and good governance in the organization’s operations globally.

Board Purpose and Role

The Executive Council (Board) provides strategic leadership, oversight, and fiduciary governance for GUC. Its role includes:

Guiding the organization in fulfilling its mission and vision.

Ensuring legal and regulatory compliance across jurisdictions.

Safeguarding the assets, reputation, and integrity of GUC.

Approving major programs, partnerships, and resource allocation.

Monitoring organizational performance and impact globally.

2. Board Composition

2.1 Members

The Board comprises the President, Executive Director, National Directors, Thematic Directors, and additional independent or advisory members as approved.

All members must uphold the Constitution, M&A, By-Laws, and Code of Ethics.

2.2 Appointment

Members are appointed or elected according to procedures in the Constitution and By-Laws.

Terms of office, reappointment, and succession are defined in the By-Laws.

2.3 Diversity and Expertise

The Board shall reflect diversity in geography, expertise, gender, and professional background.

Members should have experience in youth leadership, international development, governance, finance, or relevant programmatic areas.

Board Responsibilities

The Board is responsible for:

3.1 Strategic Leadership

• Approving organizational vision, mission, and strategic plan.

• Reviewing progress toward strategic objectives and impact indicators.

3.2 Governance and Compliance

• Ensuring compliance with all applicable laws, regulations, and policies.

• Maintaining high standards of corporate governance, ethics, and risk management.

3.3 Financial Oversight

• Approving budgets, financial statements, and audits.

• Monitoring resource mobilization and responsible use of funds.

3.4 Risk Management and Internal Controls

Identifying and monitoring risks affecting programs, reputation, or operations.

Ensuring effective internal controls, safeguarding policies, and compliance mechanisms.

3.5 Executive Oversight

• Appointing and evaluating the performance of the Executive Director.

• Approving key staff appointments, organizational policies, and programs.

• 3.6 Stakeholder Engagement

• Representing GUC to international partners, donors, and networks.

• Supporting advocacy, strategic partnerships, and public engagement.

4. Board Meetings

4.1 Frequency

The Board shall meet at least quarterly, either physically or virtually.

4.2 Agenda and Notice

Agendas are prepared by the President and Executive Director and distributed at least 7 days in advance.

4.3 Quorum

A quorum consists of 50% of Board members.

Decisions are made by simple majority; in the event of a tie, the President casts the deciding vote.

4.4 Minutes

Minutes shall be prepared for all meetings and approved at the subsequent meeting.

5. Board Committees

The Board may establish committees (e.g., Audit & Finance, Program Oversight, Risk & Compliance, Governance & Nominations).

Committees assist with detailed oversight but report to and are accountable to the Board.

6. Conflicts of Interest

Board members must declare any conflicts of interest at the start of each meeting.

Members must abstain from decisions where a personal or organizational conflict exists.

Failure to comply may result in removal from the Board.

7. Evaluation and Performance

The Board shall conduct annual evaluations of its performance, effectiveness, and compliance with the Charter.

Evaluations inform succession planning, professional development, and governance improvements.

8. Review and Amendment

This Board Charter shall be reviewed at least every two years or as required by governance changes.

Amendments require approval of the Board in line with the Constitution and By-Laws.

9. Adoption

This Charter is approved and adopted by the Executive Council of GUC and remains in force until amended or replaced.