Agreed by IGC, 4 July 2004
I. GENERAL POLICY
Preamble
NP relies on the engagement, creativity, constructive participation, reliability and nonviolent communication of everyone working with us. NP regards it as normal that internal conflicts will arise. We believe these can positively help us to grow individually and as an organisation. NP therefore strives to resolve its own conflicts nonviolently and encourages everyone within the organisation to take an active part in the development of suitable working modes and processes of the organisation. NP welcomes criticism and suggestions for improvement on all levels of work and invites advice, assistance and empowerment.
1. Mission
The mission of the Nonviolent Peaceforce is to build a trained, international civilian nonviolent peace force. The Nonviolent Peaceforce will be sent to conflict areas to prevent death and destruction and protect human rights, thus creating the space for local groups to struggle nonviolently, enter into dialogue, and seek peaceful resolution.
2. Nonviolence.
It is required that people be committed to act nonviolently when representing or acting on behalf of the Nonviolent Peaceforce.
3. Nonpartisanship.
The Nonviolent Peaceforce, while intervening in conflict, will remain nonpartisan. In doing so, the Nonviolent Peaceforce opposes the use of violence and dedicates itself to the safety of all while justice and durable peace are sought.
4. Organizational Entities.
The Nonviolent Peaceforce will set up various legal entities in different countries to facilitate its work. These By-Laws will be applicable to all entities to the extent that they are consistent with local law. Any variations from these by-laws for the purposes of legal registration must be approved by the International Governance Council.
II. DECISION-MAKING and QUORUM
1. In order for those participating in decision-making structures of NP to consult and receive input from others, NP is committed to ensuring that agendas and papers are distributed before any meeting according to an agreed timetable.
2. The NP seeks to work by consensus at all organizational levels including triennial meetings of Member Organizations, the International Governance Council (IGC) and Committees. If consensus is not reached, and the time allotted for the item is coming to an end, then the choices are to give the item more time, refer it to a new or an existing working group, or call for a vote. When there is a significant conflict, the NP will look for creative processes, for example forming a small group that includes the different points of view on an issue, and if needed and agreeable to the parties an inside or outside third party.
3. If a vote is requested, it needs a simple majority of those present to agree that it takes place. In a vote, a 2/3 majority in favor of a decision to be passed is required in the following cases: Employment of the executive director, by-laws, exclusion of IGC members, deployment or withdrawal of field projects, and on other matters IGC members consider as being of substance. It needs a simple majority to decide that a certain issue is of substance. In any other cases, a simple majority is considered sufficient.
4. A quorum consists of ½ of the membership of the IGC or 1/3 of the Member Organizations at their triennial meeting.
III. MEMBERSHIP
Membership in NP shall consist of all Member Organizations. Member organizations are nongovernmental, however constituted or organized, Civil Society Organisations (CSOs). They may be “international” or located within one country. They may apply for membership or they may be invited by the IGC.
1. Rights and Duties.
Member Organizations will:
- Participate in triennial Meetings
- Approve and change by-laws
- Receive triennial reports on NP’s activities and evaluation of all levels of NP’s work.
- Approve long-term organizational plan
- Review minutes from IGC and from triennial Meetings
- Elect/choose IGC members and receive immediate information in case of lack of contact, of regular absence or of resignation
- Consult as necessary with the IGC, Executive Committee and NP staff.
- Receive IGC agendas to allow input before the meetings
- Actively participate in NP activities, including fundraising
- Help in recruitment process.
- Participate in working groups, committees, and regional activities.
- Report on their organization’s activities to the NP
- Decide on applications for membership where these have been rejected by IGC and on removal of membership, in case the IGC removal decision is not accepted by the MO.
2. Qualifications of Members.
Qualifications to become a Member Organization include a strong commitment to the Mission Statement, willingness to abide by IGC decisions regarding NP-related activities, experience in nonviolent action and/or peacemaking, and working with and on behalf of the NP at their “home bases,” including recruitment, training, local publicity, fundraising, representation of the NP to their country’s government and public, and participation in election of the IGC.
3. Meetings of Members
The Triennial Meeting of Member Organizations is the base and constitutive assembly of NP. It provides the platform for consultation and opinion building of the different trends within NP. All Member Organizations may, and should, attend. Staff and other associates of NP may be invited, but the IGC may limit numbers to guarantee a fruitful exchange of ideas. MOs from the region where the Triennial takes place should be involved in preparation, running and evaluation of the meeting.
4.Nonliability of Members
As constitutive members of NP, Member Organizations share the political responsibility and risks of NP as a whole. Member organizations are not, however, liable directly for any financial obligations of the NP, nor is the NP responsible for any financial obligations of the Member Organizations.
5. Transparency.
Transparency guidelines include access by Member Organizations to NP financial records, membership lists, and certain minutes, notification of deployment decisions, and copies of annual financial reports and project evaluations..
6. Communication and Information Sharing
Members may publicize that they are member organizations of the NP. The NP seeks to strengthen the inter-organizational relations of members, is committed to seeking ways to decrease their isolation from one another, and to assist with sharing information.
7. Admission and Termination of Members.
Membership will be approved by the IGC and may be terminated either upon resignation or upon determination by the IGC that the member organization no longer meets the qualifications for membership
IV. REGIONAL GROUPS
1. Member Organizations will identify themselves as resident of one of the NP Regional Groups: Africa, Asia and Pacific, North America, North Africa/Middle East, Europe and Latin America and participate in the activities of the Regional Group as they are able.
2. Regional Groups may get assistance from Regional Coordinators where these exist, and will serve as advisory and support groups for such Coordinators, who will be employees of the NP and supervised in the same manner as other NP staff members.
3. Member Organizations are encouraged to meet as Regional Groups where possible and to consult with other Regional Groups between Triennials on major matters of policy affecting the whole of NP.
V. INTERNATIONAL GOVERNANCE COUNCIL
The International Governance Council represents the whole of NP and functions as its “Board of Directors”.
1. Number and Categories
Fourteen IGC members are elected for three-year terms at a Triennial Meeting of Member Organizations. They are chosen from 7 categories--6 geographic regions: Asia and Pacific, Africa, Latin America, North America, Europe, and North Africa/Middle East, and International (Multi-Country) Organizations. The IGC may appoint up to 4 additional non-regional IGC candidates, also for three year terms, to balance age, gender, continuity, needed skills and other considerations deemed important by organizational policy. There must always be at least one IGC member under 30 years of age at the time of his or her selection. NP staff may not serve on the IGC.
2. Election
The candidates from each category are nominated by a caucus of the Member Organization representatives, but all IGC Members are elected by majority vote of the representatives present. Each caucus nominates two IGC members, with the exception of “Asia and Pacific,” which nominates 3 candidates, and “International Organizations,” which nominates 1 candidate. Member Organizations which are based in border countries of geographic regions may themselves decide which caucus to join for this purpose. The member organization will decide in which region they reside. They may only be represented in one region.
3. Qualifications
To serve on the IGC members must:
a. Be dedicated to nonviolent peacemaking
b. Share the NP’s vision and mission
c. Agree to abide by the NP’s policies and decisions concerning methods and work.
d. Have the time and energy available to devote to carrying out the work of the IGC
e. Have access to the technology needed to be able to participate in meetings conducted by conference call, and in making decisions by email.
f. Be able to communicate effectively in their mother tongue and in one of NP’s working languages.
g. Agree to represent the concerns of Member Organizations (MOs) in their region and/or special area of concern, and also to represent the needs of the NP in their region and/or special area of concern.
4. Term
Each IGC member shall hold office until the next meeting for selection of the IGC as specified in these Bylaws, and until his or her successor is elected. IGC members may be reelected.
5. Resignation
An IGC member may resign by means of a signed letter addressed to the Co-Chairs of the IGC and information to those MOs which have chosen / elected them.
6. Removal
Participation by each IGC member in the decisions and oversight responsibilities of the IGC is considered crucial to the successful development of the Nonviolent Peaceforce. After having consulted with the Regional MOs an IGC member may be removed by 2/3 vote of the IGC for non-attendance at meetings or for activities which prevent the IGC from carrying out its duties below or would otherwise, according to the qualifications in Section 3, disqualify that person as an IGC member.
7. Vacancies
IGC vacancies may be filled by the IGC from nominations received from the same constituency as the vacant seat.
8. Duties
The IGC sets and oversees all broad policies of the NP within the framework set by Member Organizations at their Triennial Meeting. Their job additionally includes:
a. Approve annual plans and budgets.
b. Hire and fire executive director based on executive committee evaluation.
c. Decide opening and terminations of projects.
d. Approve and remove Member Organizations.
e. Create and appoint committees and working groups of the IGC.
f. Set and oversee policy proposed by committees.
g. Ratify provisional policy decisions made by the Executive Committee
h. Prepare minutes of meetings and send it to MO.
i. Prepare Triennial Meetings of Member Organizations.
j. Remove members of the IGC.
k. Fill IGC vacancies from nominations received from that constituency.
l. Appoint representatives to and oversee the necessary legal entities that must be established for the operation of NP
9. Contracts and Authorized Signatures
The IGC, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the NP to enter into any contract or execute and deliver any instrument in the name of and on behalf of the NP, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the NP by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. The IGC must approve any contract or transaction in excess of 10,000 Euros, which has not already been authorized in a budget previously approved by the IGC, with the exception of provision for the immediate protection of the lives of NP team members.
VI. MEETINGS OF THE INTERNATIONAL GOVERNANCE COUNCIL
1. Frequency
The IGC will hold regular meetings, at such dates and times which have been designated from time to time by resolution of the IGC. These meetings may be held by means of conference telephone, electronic communication, or other communications equipment, except that at least one regular meeting per year must be a face-to-face meeting.
Participation in a meeting through use of conference telephone constitutes presence in person at that meeting so long as all IGC members participating are able to hear one another.
2. Technology
Participation in a meeting through use of electronic video screen communication or other communications equipment, such as (but not limited to) an electronic “chat room,” constitutes presence in person at that meeting if all of the following apply:
a. Each IGC member participating in the meeting can communicate with all of the other IGC members concurrently;
b. Each IGC member is provided with the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the NP;
c. The NP adopts and implements some means of verifying 1) that all persons participating in the meeting are IGC members or are otherwise entitled to participate in the meeting, and 2) that all actions of, or votes by, the board are taken and cast only by IGC members and not by persons who are not IGC members.
d. If permitted by the legal jurisdiction, e-mail discussions and votes via an email “list serve” which includes all IGC members shall be valid so long as the vote remains open for at least 48 hours.
3. Special Meetings
Special meetings of the IGC may be called by the Co-Chairs of the IGC, by 2/3 of the members of the IGC, or by a majority vote of the IGC Executive Committee. Such meetings shall be held at the place and manner designated by the person or persons calling the meeting. Reasonable time and accommodation must be allotted for face-to-face meetings.
4. Notice
Notice of meetings shall specify the place, day, hour and manner of the meeting and shall normally be sent to all IGC members thirty days prior to the meeting. The purpose of any IGC meeting need not be specified in the notice.
Non- face-to-face special meetings of the IGC shall be held upon forty-eight hours’ notice delivered personally or by telephone, telegraph, facsimile (fax), or e-mail. If sent by telegraph, the notice shall be deemed to be delivered on its delivery to the telegraph company. If sent by fax, the notice shall be deemed delivered upon receipt of confirmation. If sent by e-mail, the notice shall be deemed delivered only upon e-mail or other confirmation of receipt by the IGC member. Such notices shall be addressed to each IGC member at his or her address, fax number or e-mail address as shown on the books of the NP.
Notice of the time and place of holding an adjourned meeting need not be given to absent IGC members if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to IGC members absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.
5. Quorum
A quorum shall consist of one-half of the total members of the IGC. Except as otherwise provided in these Bylaws or in the Articles of Incorporation, or by law, no business shall be considered by the IGC at any meeting at which a quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
The IGC members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum due to a withdrawal of IGC members from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
6. Action Without Meeting
Any action required or permitted to be taken by the IGC may be taken without a meeting, if a majority of the members of the IGC shall individually or collectively consent in writing (including email or fax communication) to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the IGC. Such action by written consent shall have the same force and effect as the unanimous vote of the IGC.
VII. OFFICERS OF THE INTERNATIONAL GOVERNANCE COUNCIL
The IGC selects its own officers, which will include two Co-Chairs, a Secretary and a Treasurer.
1. Duties of Co-Chairs
The IGC Co-Chairs responsibilities include:
a. Monitor monthly cash flow report.
b. Oversee general activities of NP on a regular basis.
c. Monitor, evaluate and support executive director activities and report to Executive Committee.
d. Settle disputes between staff and Executive Director when needed.
e. Make operational decisions on issues that the executive director refers to them or send them to the Executive Committee.
f. Make emergency decisions regarding projects.
g. Prepare agendas and chair Executive Committee meetings.
h. Act as public spokesperson for the NP.
2. Powers
The IGC Co-Chairs are also authorized to act alone for the IGC in a time-pressured situation where lives or the integrity of the Nonviolent Peaceforce may be at stake, or if the IGC or IGC Executive Committee is for some reason unable to act and the IGC Chair has a good faith belief that an urgent decision must be made before they will be able to act. Actions which otherwise would need the approval of the IGC or the IGC Executive Committee will be submitted for ratification by the IGC or IGC Executive Committee, as appropriate, at its next regular meeting or sooner, if requested by any Member, by Special Meeting or by Written Consent.
3. Duties of Secretary
The IGC Secretary is responsible for the organization’s minute-taking, record-keeping, notice-giving, membership-recording, and minute and record display and distribution to all appropriate persons and organizations.
4. Duties of Treasurer
The IGC Treasurer has custody of and responsibility for all funds of the NP. The Treasurer reviews staff work concerning the receipt and disbursal of funds, the keeping of accounts, a monthly report to the IGC of various financial statements, the preparation of annual and project budgets, and of an annual financial report.
The IGC may choose additional officers at its own discretion.
5. Election and Term
Officers shall be elected by the IGC at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The term of office shall be 3 years. Officers may be reelected for consecutive terms.
6. Removal and Resignation
Any officer may be removed with cause by 2/3 vote of the IGC, at any time. Any officer may resign at any time by giving written notice to the IGC or to the IGC Chair or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
7. Vacancy
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the IGC. In the event of a vacancy in any office other than that of IGC Chair, such vacancy may be filled temporarily by appointment by the IGC Chair until such time as the IGC shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the IGC may or may not be filled as the IGC shall determine.
VIII. COMMITTEES OF THE INTERNATIONAL GOVERNANCE COUNCIL
The IGC may create an Executive Committee and other committees to assist and advise it, including persons who are not IGC members. Other than the Executive Committee, these committees will be advisory only, and may not have any IGC powers delegated to them.
1. Executive Committee Duties
The IGC will choose an Executive Committee of at least 3 members. This committee will operate within the framework of IGC policy decisions and generally oversee all IGC responsibilities between IGC meetings. Their duties include:
a. Review financial statements monthly.
b. Receive monthly reports of progress of general activities.
c. Monitor and evaluate executive director activities.
d. Make necessary policy decisions between IGC Meetings which are consistent with policies set by the IGC.
e. Receive proposals from other committees and refer decision making to relevant levels of the organization.
f. Make implementation decisions that the IGC Co-Chairs refer to them or send them to the IGC.
g. Settle disputes between committees, working groups or other parts of NP.
h. Recommend the removal from office of an IGC member.
i. Review minutes from co-chairs meetings.
j. Prepare minutes of meetings and send them to IGC.
k. Prepare agendas for IGC meetings.
l. Monitor activities of committees and working groups.
The IGC may not delegate certain of its functions to the Executive Committee. These include final decisions concerning hiring the Executive Director, initiating or discontinuing deployment, budget approval, committee creation, and appointment or removal of IGC or committee members.
2. Executive Committee Powers
The IGC Executive Committee is also authorized to act for the IGC in a time-pressured situation where lives or the integrity of the Nonviolent Peaceforce may be at stake, or if the IGC is for some reason unable to act and the IGC Executive Committee has a good faith belief that an urgent decision must be made before they will be able to act. Actions which otherwise would need the approval of the IGC will be submitted for ratification by the IGC at its next regular meeting or sooner if requested by any IGC Member by Special Meeting or by Written Consent.
3. Meetings
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the IGC, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the IGC and its members, except that the time for regular meetings of committees may be fixed by resolution of the IGC or by the committee itself. The time for special meetings of committees may also be fixed by either the IGC or the committee itself. The IGC may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
IX. STAFF
NP staff make day-to-day operational decisions within the policy framework set by the IGC and Member Organizations at their Triennial Meetings. They are accountable to the NP Executive Director, who is directly accountable to the IGC Co-Chairs. Although normally the Executive Director will be responsible for the hiring, evaluation, and firing of all other staff, the IGC retains legal authority over the organization’s entire staff.
1. Duties of Executive Director
a. Set and oversee operational decisions or refer decisions to co-chairs when necessary.
b. Direct overall operation of NP.
c. Submit plans, budgets and general activity, finance and evaluation reports to the different bodies of NP as required.
d. Supervise, hire, fire and evaluate staff.
e. Oversee finances of the organization and auditing of accounts.
f. Other tasks as may be specified by the Executive Committee.
X. FINANCIAL
The NP accepts money to accomplish its purposes subject to some limitations. Since the primary obligation of the NP is that of saving lives and it must work independently in areas where great sensitivity and nonpartisanship is needed. NP staff is obliged to inform the Executive Director of any efforts by a funder to influence program decisions. Its decisions are based upon what conscience and best judgment dictate, and are not influenced by the identity or requirements of financial donors.
IGC members shall be reimbursed for reasonable expenses incurred in performance of their duties. The NP may purchase insurance to protect them from personal liability, and may indemnify them for expenses, settlement or judgment costs of a lawsuit resulting from their position on the IGC.
The IGC or Executive Committee must approve any financial transaction for more than 10,000 Euros that has not already been authorized in a budget approved by the IGC, with the exception of provision for the immediate protection of the lives of NP team members. It must approve an annual budget at the beginning of each fiscal year, and must approve all project budgets prior to any expenditures being made.