Board Policy

FundAction Board Policy Manual

April 2025

Introduction

Purpose of the Manual

This policy manual provides guidance for the effective and efficient operation of the Board of Stichting FundAction. It establishes procedures for governance, decision-making, and oversight.

FundAction’s Mission

FundAction is an activist-led participatory grantmaking fund that aims to bridge the gap between funders and activists with a mission to advance, perform and promote participatory grantmaking. The fund works to facilitate movements’ daily work on transformative systemic change by facilitating access to flexible and low-bureaucracy funding and by replacing the standard model of competition over funding with the FundAction model, which offers a democratic platform for exchange, collaboration and sharing of resources.

FundAction’s Vision

FundAction envisions a just and equitable world and a healthy planet, where both philanthropy and social movements become redundant. By bringing together funders and activists around a shared vision for deep transformative change, the fund envisions for more funders and people of wealth to endorse FundAction’s mission and vision, and to play an active role in effectively connecting needs with resources through this evolving participatory model of fair redistribution of power and wealth.

Role of the Board

The FundAction Board is responsible for overseeing the management of the Foundation as a legal entity, ensuring its financial stability, legal compliance, and supporting the executive leadership. It is in charge of formal management and legal representation of the Foundation. The Board delegates responsibility for day to day operations of FundAction to the Facilitation Group.

Board Governance

Board Structure and Composition

The Board of Directors shall consist of at least 3 members and at most 5 members, with at least one member holding a BSN number (a person residing in the Netherlands or a Dutch national residing abroad) for bureaucratic purposes to make the operations of the foundation easier.
The Board is managed via mutual trust, openness, reciprocity, and a horizontal decision making structure. Directors are accountable to each other in an act of practical solidarity. They are also formally accountable to the Community Council (Supervisory Board).
According to the statues, the Board elects a chairperson, a secretary and a treasurer from among its members. The positions of secretary and treasurer may also be held by one person.

Roles and Responsibilities of the Board

The Board is responsible for legally representing the foundation and may grant power of attorney to one or more board members, as well as to third parties, including the Facilitation Group, to represent the foundation within the limits of that power of attorney.
According to the Policy Plan, key decisions are informed by the opinion of the community through online and offline processes in the Annual Assembly, and formally adopted by the Board. Formally, assembly opinions - according to the Dutch law - cannot be binding for the Board; nevertheless, FundAction community guidelines clarify that the Board internally commits to abide by the assembly’s decision, in all cases except where there is a conflict with the non-profit nature of the foundation and/or with its statutes and values, or the law.
The Board - with the support of the foundation’s Administrative expert - is responsible for preparing the annual balance sheet and statement of income and expenditure (drafted by the Facilitation Group (FG)) within six months of the end of each financial year and sending it to the Community Council (Supervisory Board) for approval.
The board is obliged to keep records of the financial position of the foundation and of everything connected with the activities of the foundation, in accordance with the requirements arising from these activities, and to keep the books, documents and other data carriers in such a way that the rights and obligations of the foundation can be known at all times. The board is supported in these tasks by the FG and the foundation’s Administrative Expert, as well as an external book-keeping company.
The Board may resolve to enter into agreements to acquire, dispose of or encumber registered property with approval of the Community Council (Supervisory Board).
The Board is tasked with the role of approving the budget and other major financial decisions, ensuring legal and ethical compliance.
The Board is tasked with ratifying the decisions of the Community Council (Supervisory Board) with regards to accepting new community members into the foundation, according to the rules and processes internally defined by the community itself.
The Board - with the support of the FG and the foundation’s administrator - is obliged to provide information and request prior advice to the meeting of Community Members with regard to the appointment of new board members, designing new grant schemes, making strategic partnerships and other areas of work connected to the functioning of the fund and the community.
Key decisions made by the Board are recorded in writing, with the support of the foundation’s Administrative expert.

Board Meetings

Frequency and Scheduling of Meetings

According to the statutes, at least one Board meeting shall be held each calendar year for approval of the budget and financial documents. At least one FG and/or Admin person should be present during these meetings. It is the responsibility of the board to assure that this meeting takes place and has a signed protocol. Additional meetings may be held as necessary.
According to the FundAction Community Guidelines, at least 3 meetings shall be held with the Board, Community Council (Supervisory Board), the Facilitation Group and the Administrative expert per year.
All Board meetings are convened by the Board Chairperson and supported by the FG and Administrative expert.

Location of Meetings

Board meetings are held in the municipality where the foundation has its seat; the board may decide by unanimous vote to meet elsewhere.
Board meetings may also be held electronically, including by telephone or video conference, provided that all members of the board consent to this method of meeting, which consent may be given electronically.

Notice of Meetings

Board members shall be given at least one month’s notice of scheduled meetings via electronic mail.
Additional meetings of the Board may be held - with minimum 7 days notice via email - whenever the chairperson considers this desirable - also after the FG’s, Admin person’s and/or the community’s advice - or if one of the other Directors submits a written request to that effect to the chairperson, specifying the items to be discussed. If the chairperson does not comply with such a request so that the meeting can be held within three (3) weeks after the request, the person making the request is authorised to convene a meeting themselves with due observance of the required formalities.
Any decision of the Board may be taken without a meeting, if all members of the Board consent in writing or by email to taking the decision without a meeting within two weeks from the notification of the proposal. Such consents shall have the same force and effect as a unanimous vote of the Board. Written consents for Board decisions must be kept in the Board protocol (notes).

Chairing & Notes of Board Meetings

The meetings are chaired by the chairperson of the board with support from the FG and Administrative expert; in their absence, the board itself shall appoint a chair of the meeting among the Directors present during the meeting.
Minutes are kept of the proceedings at the meetings by the secretary or by one of the other persons present, who is asked to do so by the chairperson. The minutes shall be adopted and signed by those who acted as chairperson and secretary at the meeting.

Quorum and Voting

The Board may only pass valid resolutions at a meeting if the majority of the Directors in office are present or represented at the meeting. A Director may be represented at the meeting by a fellow Director upon submission of a written power of attorney, which the chairperson of the meeting will deem sufficient. A Director may only act as proxy for one other Director.
As long as all Directors in office are present at a Board meeting, valid resolutions may be passed on all matters coming up for discussion, provided they are passed unanimously, even if the provisions of the articles of association for convening and holding meetings have not been complied with.
Each Board of Directors has the right to cast one vote.
All Board decisions are taken with an absolute majority of the valid votes cast, taking into account that, in order for decision-making to be valid, at least the majority of the Directors in office must have voted in favour of a particular proposal. The Board shall attempt to find the broadest consensus possible before voting.
All voting at the meeting shall take place orally, unless the chairperson considers a written vote desirable or one of the persons entitled to vote so requests before the vote. Votes in writing shall be cast by unsigned, sealed ballots.
Unless one of the Directors opposes this method of decision-making, the Board may also adopt resolutions outside a meeting, provided this is done unanimously by the Directors.
Votes must be cast in writing, including by fax and electronic mail or via any other electronic mechanism.
A record of a decision taken in this way shall be drawn up by the secretary and shall be attached to the minutes after its countersignature by the chairperson.

Board of Directors’ Recruitment and Selection

Criteria for Board Directors’ Selection

Directors should have legal and fiscal knowledge. Working knowledge of Board management is desirable but not a requirement. Training can be provided on Board management to Directors that need additional knowledge in this area.
Board members should have a feminist, care and anti-oppression approach that supports the organization’s mission.
To ensure diversity among Board of Directors, a balance between different criteria, especially gender and geography, should be achieved. More than 50% of the organ should represent non-white cis-males.
Members of the community are preferred over non-members, but non-members are also eligible to become part of the Board.
At least 3 Board members should be FA members.

Nomination Process

New Directors can be nominated by the FundAction community. Members of the community can nominate themselves in addition to other members.
Candidates fill out a form where they need to share their motivation to be part of the Board and answer questions regarding geographical area and topic of work. They also provide information about their background in relation to care and feminist practices.
The nomination and selection process takes place on the Decidim platform.

Selection Process

The FG & Administrative expert go through applications and screen these for eligibility.
In case 6 or less eligible people are nominated, the FG does a lottery to select new Directors.
In case 6 or more candidates are available, a P2P panel is formed to select new Directors.
A Board Director shall be formally appointed by the Community Council (Supervisory Board).

Board Terms

According to the Statutes, Board terms are decided by the Community Council (Supervisory Board). The FA Assembly, by approving this document, expresses that each board term should be 3 years.
At least 50% of Board Directors need to be new after each term to ensure overlap between incoming and outgoing Directors.
The whole Board cannot be renewed simultaneously. In case Directors’ terms expire simultaneously or the whole Board would renew due to resignations, the Board shall agree on the extension of the term of three Board members for one year.
One or more Directors of the Board shall in any event be prevented from serving their term if they are suspended or absent for an uninterrupted period of more than ten (10) weeks, for example as a result of illness or a stay abroad (other than as a resident of a foreign country).
According to the Statutes, the reappointment of a Director for more than one consecutive term is decided by the Supervisory Board. The FA Assembly, by approving this document, expresses that a Director cannot be in the Board for two consecutive terms.

Board Member Expectations

Onboarding of Board Directors

Onboarding of Board Directors is a shared responsibility of the existing Board, the Facilitation Group, and the new Directors themselves.
During the onboarding process, all members receive training about management of a foundation, effective working practices, including issues such as care, non-violent communication, etc. These trainings are organised by the Facilitation Group and the Care Working Group.
Board Directors shall familiarise themselves with all key FundAction documents (Statutes, Community Guidelines, Protocol for Conflict Prevention and Transformation, Board Policy Manual, Conflict of Interest Policy, latest Annual Report, Minutes of all Board meetings of the past two years), and sign a declaration that they’ve read through said documents
Existing Directors agree on an onboarding process to allow the new Directors to familiarise themselves with the Board practices and functioning, as well as past Board decisions.

Time Commitment

Board Directors are expected to have a minimum of 4 regular meetings per year - including the joint meetings with the Facilitation Group and Community Council (Supervisory Board) - with the possibility of additional ad hoc meetings.
Board Directors are expected to attend 75% of meetings and do any necessary preparatory work prior to attending (reading materials, etc.) in order to be able to participate in an informed and meaningful way.

Participation in FA community activities vs Work related to the Board

Board Directors participate in Working Groups and collective processes in their function as community members, and not as Board Directors.
Board Directors act in their function as Directors only for Board meetings and operational needs of Stichting FundAction where work by Board Directors is required.

Compensation

The Board Directors may be granted a non-excessive remuneration of 100 EUR per meeting provided that this is not in violation of the applicable laws, decrees and which are applicable to an institution as referred to in Article 5b of the Algemene wet inzake rijksbelastingen, including but not limited to the remuneration scheme of Goede Doelen Nederland, as it will read from time to time. They shall be entitled to reimbursement of expenses incurred in the performance of their duties. Directors may be compensated with an attendance fee, provided that the fee is not excessive. Directors will only be remunerated for the tasks they perform as Directors or when they are convened as a Board Director to take part in FA activities.

Board Resignations

A Director may resign from the Board at any time by giving notice in writing to the Secretary (or another officer, if the Secretary is resigning). Resignations are effective upon receipt of written notification or at a later date, if included in the written notification.
If more than three Directors or active role-holding Directors resign, current Directors will be asked to give a one-month pre-notice before resigning, unless a clear reason for urgency exists.
A list of FundAction members will be drawn up and regularly updated who will be asked in urgent situations to step up and become interim Directors until Board roles can be filled through the procedures outlined in this policy.

Suspension of a Board Member

A Board Director may be suspended from the Board only by the Supervisory Board (CC) through a decision made with a two/third (2/3rd) of the votes validly cast:
If a Board Director is suspended, a decision must be taken within three (3) months of the start of the suspension whether to resign or to lift the suspension, failing which the suspension lapses. A suspended member of the board may not attend or vote at board meetings. A member of the board whose suspension or dismissal is proposed will be given the opportunity to justify themselves at the board meeting and be assisted by a counsellor;
If no Supervisory Board (CC) has been established: upon dismissal by the Board in the event the foundation cannot reasonably be required to continue the Board membership, which decision is taken unanimously at a meeting at which all Directors (with the exception of the Director whose dismissal is under consideration) are present or represented, without there being any vacancy on the board.
A Board Director not complying with decisions made by the community would be asked to step down except in cases where the decision of the community is in tension with the non-profit nature of the foundation and/or with its statutes and values, in addition to cases where the Board would be under the risk of being legally liable.
Any cases where the Board does not want to implement a decision of the community should be well documented and justified. Best efforts should be made to reach consensus.

Board Leadership

Officers

The Board elects a chairperson, a secretary and a treasurer from among its members. The positions of secretary and treasurer may also be held by one person.
Officers’ roles are non-hierarchical except for certain powers awarded to the chairperson in the statutes.
The role of a chairperson cannot be held by the same person for more than one term in the span of ten years.

Role of the Chairperson

The Chairperson leads the Board and represents the organization in public affairs. While the functioning of the board follows principles of internal democracy, the chairing role implies the responsibility of coordination of the Board and formal tasks related to external representation of the Foundation.

Role of the Secretary

The Secretary is responsible for taking notes and keeping track of board decisions.

Role of the Treasurer

The Treasurer is responsible for financial oversight, including reviewing financial reports and budgets.

Conflict of Interest

The Board or the Supervisory Board shall ensure that there are no conflicts of interest between the foundation and Board Directors or members of the Supervisory Board. Any form of personal favouritism or conflict of interest must be prevented and the appearance of it must be avoided.
A Board Director or a member of the Supervisory Board shall immediately report any form and/or appearance of a conflict of interest to the Board or the Supervisory Board respectively and shall provide all relevant information regarding a conflict of interest.

With regard to the Board, the Board shall decide, without the member concerned being present, whether there is a conflict of interest and how to resolve it.
In respect of the Supervisory Board, the Supervisory Board shall decide, without the member concerned being present, whether there is a conflict of interest and how to resolve it. The chairperson of the Supervisory Board shall inform the chairperson of the Board of the conflict of interest situation.

If a Board Director or a member of the Supervisory Board is found to have a conflict of interest, this member shall not take part in the deliberations and decision-making of the board or the supervisory board respectively.

Policy Development and Review

Policy Creation Process

Policies may be proposed by any Board Director and must be approved by the full Board.

Review and Evaluation

The Board will review this policy annually to ensure its relevance and compliance with organizational changes.

Board Liability

Legal Responsibility & Protection of the Board

In addition to the publication of the key decisions and activities on the online platform, the FG and Administrative expert will regularly inform the Board on any activities that might have an impact on legal responsibility.
The Board has access to the root folder, including all meeting notes and also any documents needed to assess the legal consequences of the decisions of the FG, consultants and other FA members.
Each Director has the possibility to suspend the implementation of a decision made by the FG, consultants or FA members in order to ask for legal advice if they suspect that the decision puts the Board under the risk of being legally liable. Decisions can be suspended for 10 natural days. If the legal advisor suggests there’s a risk of illegal activity, the Board can veto the decision.
The Board can invite the FG to reconsider a decision if it considers that it is in tension with the non-profit nature of the foundation and/or with its statutes and values.
The Board has the possibility to activate the processes provided in the FundAction Protocol for Conflict Prevention & Transformation in case of conflict situations that can impair the legal functioning of the foundation and the respect of its statutes (including the founding values). The same process can be activated in case of serious mismanagement of the FG that could affect the Board Directors’ legal responsibility.
Members of the FG and other consultants are contractually bound to the foundation and the Board has the right to terminate their contracts if there’s a breach of their contracts, or to the values or statutes of the foundation.

Liability Insurance