The founders could structure the board of directors in a variety of ways. Directors could represent different interest groups or organizations (representative directors). Seats could be reserved for directors with particular expertise or experience (restricted directors), or sitting directors could select their own replacements (self-perpetuating directors), or there could be various combinations of the different types of directors.
Potential directors should be aware of the commitment of time and effort the position requires. People interested only in the status of serving as a director should be avoided. The usual approach to selecting directors is to look for senior people with a great deal of prestige in their community. Such people, however, may already be overloaded with responsibilities and not have the time to commit to the NREC. These will be working directors who will do more than just show up at the board meetings.
Determining the appropriate level of government representatives to serve as directors may prove problematic. If the government representatives are from a very high level, the dynamics of the board could become too politically charged. The directors should be as politically neutral as possible. Also, senior level people may not have in-depth knowledge of the substantive issues relating to the NREC's activities and how a government agency could interact with the NREC. The representatives, however, should have decision-making authority within their agency.
The charter should specify the number of directors and list the names of the initial directors and founders. The NREC should have an odd number of directors so as to avoid impasses. While the directors should be an inclusive group, too large a board becomes cumbersome and ineffective. A small board with five to nine directors represents the optimum number. An issue to consider is whether the bylaws should provide that the NREC could pass resolutions increasing or decreasing the number of directors and determine when the new directors leave office. The terms for the initial directors should be staggered in order that all the directors do not vacate the board at the same time.
Board decisions should be based on a simple majority vote. Trying to achieve a unanimous vote will produce gridlock. Nevertheless, some decisions - such as amending the charter - could require a super-majority vote.
Common practice is for directors not to receive compensation for serving on a not-for-profit board, and only receive reimbursement for travel expenses and a reasonable per diem for attending board meetings and for service in connection with other organization activities. In this situation, however, salaries should be considered since the directors will be expected to spend a significant amount of time on organization activities. In order to attract directors with the necessary experience and expertise there will need to be compensation. If the directors do receive a salary it should be reasonable, and they should certainly not receive a distribution or share of any income the NREC receives. Western directors could donate their salary to the NREC.
There should be a strong orientation program to familiarize the directors with their responsibilities. This would include a thorough review of the NREC's services and its charter, bylaws and any other documents and pamphlets which would provide a thorough understanding of the NREC's mission. Without this information, a director could not participate intelligently in the management of the NREC. Furthermore, the directors should be knowledgeable about the NREC, in order to spread the word about its activities. Such work would entail fund-raising. Not everybody will be interested in fund-raising, but potential directors need to realize this will be expected.
The directors should hold regular meetings at stated intervals as specified in the bylaws. The meetings should be held often enough to enable the directors to deal with business in a timely manner - probably quarterly meetings. A specified percentage, such as twenty-five percent of the directors, or the NREC's Executive Director could call special meetings. Notice of the meetings specifying the date, time and place should be in writing and a specified number of days in advance of the meeting. In addition to the notice, directors should receive briefing materials on the matters to be discussed. The bylaws could specify that no other matters shall be considered at the meeting, except with the consent of all members present. However, while new matters could be brought up and discussed at this meeting, they would be voted upon at a subsequent meeting. The NREC's directors meetings could rotate among the various National Offices.
Recruiting a qualified team during the start-up period will pose a challenge. Personnel seconded from various government and multilateral agencies could provide an attractive option. Having team members seconded from government and multilateral agencies, however, can blur the relationships and boundaries between the founders, sponsors, directors and the team. Potential conflicts can arise in ensuring the independent day-to-day operation and decision-making.
In an ideal situation, the Executive Director would appoint all the team members based solely on their ability and regional\international orientation. Seconding personnel, however, represents the contribution that many bilateral and multilateral aid agencies choose to make. Moreover, the CIS countries as part of their in-kind contribution could decide to second personnel to the organization. A NREC needs to ensure that seconded personnel have the relevant experience, expertise and inter-personal skills before accepting such personnel. Furthermore, after the sponsors formally accept and sanction a strategic plan, they should not influence day-to-day decision making, maintain a hands-off stance and refrain from directly influencing the management team.
The NREC must have a financial manager as a member of the management team. Traditionally in CIS countries, an organization's finance people did not enjoy high status or prestige within the organization. Such work is viewed as clerical work. This attitude cannot exist in a NREC.
While the Directors in the National Offices should be citizens of the country in which a National Office is located, the Executive Director need not be a citizen of the country in which the Head Office is located. An effort should be made to recruit the best candidate possible. If a candidate is a citizen of the country in which the Head Office is located special care must be taken in a decision to hire this candidate. It will be difficult to find a citizen of the host country perceived as politically neutral and independent. A person of significant stature to serve as Executive Director would likely have some affiliation with a particular political party or interest group. While this could prove advantageous when that party holds office, it could prove problematic when the party loses power and favor.
The legal section of this report examines the issue of a not-for-profit organization conducting commercial activities. This can be totally consistent with a not-for-profit philosophy and it will prove essential to long-term sustainability. Unfortunately, such thinking is not always incorporated into a not-for-profit organization's strategic and budget plans. The financial sustainability of the NREC must be a priority matter.
An endowment is one option for which to plan. The donor community will not be receptive to endowing a new organization that does not have a track record. Nevertheless, the organization could plan for a vigorous endowment fund-raising campaign after becoming fully operational.