7.1.1 The Board acts on behalf of the General Assembly to govern AFAAS. While the General Assembly is the highest governing body of AFAAS with ultimate decision-making authority and responsible for the most important decisions (such as the Mission or dissolving the organization), the AFAAS Board is the principal governing body that exercises ongoing governance functions, such as setting the organization’s policies and strategies.
7.1.2 The Board has overall responsibility for the governance of AFAAS. It is important here to draw the distinction between ‘governance’ and ‘management’. Governance is the process by which a board functions as a unit to direct the organisation. Management is the process of implementation used to translate governance policy into programmes and services. In the governance process, the Board sets policy, exercises oversight, and strategically guides the organization, while in the management role the Management runs the organization from day to day.
7.1.3 The AFAAS Board formally delegates responsibility for management to the Executive Director, who in turn delegates specific responsibilities to managers and staff in the AFAAS Secretariat.
7.1.4 The Board is therefore enjoined to govern or steer, but not micro-manage; it is more about directing than doing. The Secretariat Staff shall carry out the day-to-day management of AFAAS.
7.1.5 The main areas of the Board’s responsibility are (1) safeguarding the Mission, (2) setting values and standards, (3) ensuring resources, and (4) extending outreach. These basic responsibilities are further amplified as follows:
126.96.36.199 Mission: The Board safeguards the AFAAS Mission by making sure there is a clear sense of mission shared throughout the organization, and ensuring that appropriately planned and evaluated programs and services consonant with the Mission Statement are put in place.
188.8.131.52 Values: The Board defines organizational values and sets the standard for professional conduct through its own behavior as well as in the policies it establishes for others to follow. The Board shall also carry out regular frank and open constructive self-evaluation (i.e., collectively evaluating the individual and combined performance of the board) geared at continuous improvement of how the Board works and enhancing organizational efficiency.
184.108.40.206 Resources: The Board ensures that AFAAS has adequate resources, including but not limited to human, material, and financial, by hiring the Executive Director and the Secretariat Staff provided for in the AFAAS Strategic Plan (as amended or modified from time to time), monitoring the financial health of the Organization, ensuring the acquisition of sufficient resources, and assisting in resource mobilization (including overseeing, and participating in, fund-raising activities).
220.127.116.11 Outreach: The Board promotes the AFAAS organization in the target constituency and clientele and in the community and serves as a link with Members, Donors, Partners, beneficiaries, agricultural value chain actors and other stakeholders.
The Board: –
7.2.1 is the AFAAS organ or body hierarchically located and operating next below the General Assembly. It is the second, principal governing body of AFAAS and performs governance duties between meetings of the General Assembly.
7.2.2 oversees the affairs of AFAAS on behalf of the General Assembly and exercises ongoing governance functions. It provides oversight and advice to the Secretariat.
7.2.3 reports to the General Assembly on the programmatic and financial performance of AFAAS.
7.2.4 appoints, evaluates and determines the services of the Executive Director. It determines the conditions of service for AFAAS’s human resources and is the final internal arbiter of disputes between AFAAS staff and Management.
7.2.4 acts on behalf of the General Assembly between meetings of the Assembly based on powers and responsibilities that are delegated to it from time to time by the General Assembly. It has the power to delegate authority to Committees where that is in the interest of good governance and efficiency.
7.2.5 it fills vacancies of Committee members that arise between meetings of the General Assembly on the authority of the Assembly as indicated in 6.3.5 above.
The Board: –
7.3.1 ensures that AFAAS’s tasks are carried out according to the Mission and objectives of the organisation, its operations are legal, its procedures work, the Organization’s finances are sound, and that its assets are safeguarded.
7.3.2 makes recommendations to the General Assembly for approval or ratification of the following; new members, membership contributions, policies, protocols, bye-laws and AFAAS’s programme and budget.
7.3.3 develops its rules and procedures.
7.3.4 establishes recruitment procedures including advertisement, selection, recruitment and appointment of the AFAAS Executive Director.
7.3.5 approves the regulations governing the terms and conditions of employment of the AFAAS Executive Director.
7.3.6 appoints and determines the remuneration of an internationally reputable firm of External Auditors.
7.3.7 receives, comments on and approves the reports of the External Auditors.
7.3.8 appoints ad hoc independent review committees and panels as and when it deems it necessary.
7.3.9 reviews and approves AFAAS’s programmes, budgets and financial statements and submits them to the General Assembly
7.3.10 monitors and guides the implementation of AFAAS’s management and programmes.
7.3.11 provides oversight to AFAAS’s relationships with its stakeholders in particular the sub-regional organisations, donors and development partners.
7.3.12 performs other tasks as may be assigned by the General Assembly in pursuit of AFAAS’s mission and objectives
7.4.1 The Board of AFAAS is established by the General Assembly according to the guidelines provided in the Constitution of AFAAS. The inaugural Board of AFAAS was put in place by the Founders of the Organization but will be expanded and or restructured in order to conform to the provisions of the AFAAS Constitution
7.4.2 The Board consists of fifteen (15) Members made up as follows:
18.104.22.168 Nine (9) representatives drawn from the AFAAS County Fora. This representation should be based on regions namely Southern Africa, West Africa, Eastern Africa, North Africa, and Central Africa. Each of the regions shall have two representatives except North Africa which for the time being shall have one representative, therefore making a total of nine (9) board members.
22.214.171.124 a Chairperson who shall be selected from among the County Fora representatives. Her/his position as a country representative would be filled by another person from the same region;
126.96.36.199 a representative from a continental or sub-regional Farmer Organization as agreed by those Farmer Organizations;
188.8.131.52 a representative from the Forum for Agricultural Research in Africa (FARA);
184.108.40.206 Three members selected on merit basis. The criteria for selecting members of the Board on merit basis shall include but is not limited to (i) the level of expertise, experience, and respect among the extension community of Africa; (ii) long-term engagement/ institutional memory with AFAAS; (iii) a capacity to add value to AFAAS; (iv) ability and freedom to engage in AFAAS meetings; and (v) commitment to agricultural development in/as reflected in the contribution to their particular field of expertise in the form of peer reviewed work or awards for work in the field.
7.4.3 at least 30% of the Board members must be women
7.4.3 no more than two (2) members may come from any one country at any one time.
7.4.4 members are expected to attend all meetings of the Board and to commit up to three (3) weeks a year to AFAAS activities.
7.4.5 general eligibility for appointment to the Board (but excluding merit basis members) depends on commitment to the Vision, Mission and objectives of AFAAS; possession of knowledge and skills required to properly serve AFAAS; possession of experience in agricultural advisory services (AAS) or orientation in development related activities; willingness to devote time to activities and/or matters of AFAAS; readiness to serve AFAAS faithfully, diligently, devoid of all impartiality and partisan interest, having regard at all times to the interest of AFAAS and not personal interest.
7.4.6 Board Members originating from the Country Fora must have represented that Country Fora in the General Assembly for at least one term before they may become eligible for nomination to the Board.
7.4.7 The Board shall have powers to co-opt non-voting members as observers. Such co-opted Board Members are invited to participate in a special capacity when deemed appropriate by the Board. Co-opted Board Members shall have the right to attend meetings of the Board to which they are invited or co-opted, to participate in its deliberations, to propose items for the agenda, and to formulate proposals for action, but shall not have the right to vote.
7.4.8 The Executive Director may attend Meetings of the Board as a non-voting member. However in case where the issues for deliberation or discussion by the Board directly concern the Executive Director (such as [but without limiting] salary and performance assessment) the Executive Director shall withdraw from those Board proceedings.
7.4.9 Staff from the Secretariat of AFAAS may be invited by the Board to be present or ‘in attendance’ at Board Meetings for purposes such as to present reports and answer questions concerning programs, to introduce the details of budgets, to describe the progress of expected grants and to serve as the experts where they have the internal detailed information required by the Board to inform its decisions. A Staff member shall not vote during AFAAS Board Meetings or serve as a voting member of the Board under any circumstances.
The AFAAS Chairperson
7.5.1 chairs all scheduled and extraordinary meetings of the General Assembly of the Organization.
7.5.2 schedules Board meetings and chairs the meetings of the AFAAS Board; Sets Meeting Agendas (with the Executive Director); leads discussions at meetings; especially following agendas and observing all rules of order.
7.5.3 is the legal representative of AFAAS, coordinates any Board activity outside of Board meetings and represents the Organization in public.
7.5.4 provides oversight for the implementation of the AFAAS’s approved Work Programme and Budget, ensures that the Board performs its job well and evaluates its own performance
7.5.5 reports on the implementation of AFAAS’s programmes and all other significant operational matters to the General Assembly.
7.5.6 appoints Committee chairs and, time permitting, serves ex officio on all Committees.
7.5.7 oversees the hiring and performance evaluation of the Executive Director.
7.5.8 As a general dividing-line or distinction, between roles of the AFAAS Chairperson and the Executive Director, the AFAAS Chairperson manages the Board, whereas the Executive Director manages the Organization. The Chairperson has no authority to supervise or direct the Executive Director, but is expected to maintain close communication with her/him, offer her/him advice, provide feedback from Board Members, ensure a good performance and compensation review, and provide encouragement to the Executive Director and Staff on behalf of the Board. The Chairperson does not have any special decision-making powers unless they are explicitly delegated by the full Board.
7.5.9 The Chairperson’s primary responsibility vis-à-vis the Board is to maintain the integrity of the Board’s process. The Chairperson is the only Board Member authorized to speak for the Board as a group, other than in exceptional and specifically authorized instances.
7.5.10 The Chairperson shall ensure that the Board performs its duties in a manner consistent with the AFAAS Constitution, with this Governance Manual and with the Board’s own rules as well as any rules legitimately imposed upon the Board from outside the Organization, such as by the applicable law and by Donor or Partners’ policies. The Chairperson ensures that Board Meetings deal only with those issues that belong to the Board to decide.