Governance

Governance in plain language

Non-profit character

The Foundation is carried on without pecuniary gain to its members, directors, officers or controllers. Any surplus or assets are applied solely to advance the objects. (Constitution §3.1)

Unpaid directors

Directors serve without remuneration. Only reasonable, pre-approved out-of-pocket expenses are reimbursed. (Bylaws 3.7)

The Board

Five to nine directors, three-year renewable terms, meeting at least quarterly, with a simple majority as quorum. (Constitution §5.1, Bylaws 3.1–3.2)

Conflicts of interest

Full disclosure, recusal from decision-making, a maintained Register of Interests, and related-party transactions only on independent, documented, non-conflicted approval. (Bylaws 3.4)

Banking controls

Accounts are held in the Foundation’s name at a regulated financial institution, with at least two authorised signatories above Board-set thresholds. (Bylaws 5.1)

Records

Accurate books of income, expenditure, assets, liabilities, donations, grants and programme outputs, kept for at least six years. (Bylaws 5.5)

Audit

Where gross annual income exceeds the statutory threshold, accounts are audited annually by a qualified auditor; otherwise the Board may commission an independent review. (Constitution §8.3)

Reporting

An annual report of activities and accounts is prepared for the Board and members as the Constitution requires. Financial statements are not published on this website. (Constitution §8.4)

Dissolution

On dissolution, after debts and liabilities are settled, remaining assets transfer to one or more non-profit organisations with similar objects in Trinidad and Tobago. No member, director, officer or controller receives any part of the residual assets. (Constitution §10.2)

Financial year

1 January – 31 December

Officers

The Board elects a Chair, Vice-Chair, Secretary and Treasurer from among its members and may appoint standing committees.

Committees contemplated by the Bylaws

• Audit and Finance
• Programmes
• Fundraising
• Governance
• Technology
• Monitoring and Evaluation