POLICY
Board bylaws
Synaps' vision for governance
The present bylaws govern Synaps’ provisional board of directors, which will serve in an advisory capacity. The advisory board’s ultimate goal is to oversee, when the time comes, a leadership transition from the founding director, and henceforth assume more executive powers governed by amended bylaws. This shift will occur in agreement with Synaps’ founding director, and once the advisory board has established itself as:
- A diverse yet cohesive and committed team
- An asset in Synaps’ fundraising efforts and overall durability
- A body that sets measurable goals for itself and lends itself to evaluation
The current bylaws lay the basis required to accomplish this vision. They focus on establishing the right kind of relationship between Synaps and its board, as well as between board members themselves. For that reason, before getting into membership and proceedings, they dwell extensively on expectations, in the “Role and responsibilities” section below.
These bylaws are set within the Swiss legal framework. However, they are intended for internal purposes only, and may not be used as ground for claims against Synaps, its staff, or its board members. For the sake of transparency, they shall be published on Synaps’ website.
Roles and responsibilities
The members of the board of directors convene to assume four core responsibilities:
- Debate Synaps’ results, problems, and vision for the future, as presented by the executive director; share experiences, contacts, and recommendations that may serve Synaps; and agree on tasks its members will accomplish in support of said vision.
- Review, question, and approve Synaps’ annual accounts, to document current and potential problems and to suggest solutions.
- Assess the performance of Synaps’ senior management, notably its executive director, according to an agreed-upon mechanism and transparent criteria. The assessment tools may include anonymous internal and external surveys, co-designed by the board and senior management.
- Set goals for the board itself and refine its mission, by presenting Synaps’ senior management with a vision for the board’s evolving responsibilities. As part of this process, the board will agree with Synaps’ executive director on its own annual assessment mechanism, as outlined below.
The board will obtain from Synaps’ senior management, in a clear and timely fashion, all the information required to fulfill the above responsibilities. The board, if it deems the information provided insufficient, may seek as a last recourse an independent external audit. Synaps' senior management will in any event commission an audit as often as possible, and will change auditors regularly.
In addition to its practical responsibilities, the board of directors strives to fulfill a more intangible role, supporting Synaps staff and serving as a mentoring body for its senior management. The board will assist Synaps in any period of crisis or transition, both by presenting senior management with recommendations and offering direct support. The board’s primary contribution, in that regard, is to enrich Synaps’ perspective through a variety of constructive viewpoints on challenges that the organization faces.
To fulfill this role in the best interest of the organization, board members must follow Synaps’ work and interact with its staff, clients, and peers. The board itself shall encourage informed, honest, and constructive debates among its own members, while seeking agreement as a team. In doing so, directors will act as a role model for the organization. This also means that the board must refrain from any of the practices that all too often undermine good governance. These include:
- Divulging information about Synaps. The board may not disseminate internal information of any sort. Such information shall always be shared by the organization itself via its designated channels, in line with a credible communication strategy. The board may convene a special meeting to demand that such a strategy be formulated, debated, and implemented.
- Interfering with day-to-day management, through interventions which overrun the scope and processes set by these bylaws. Rather, the board’s role consists in providing strategic oversight at regular intervals. This may imply convening special meetings to respond to unexpected needs as they arise. In agreement with Synaps’ executive director, board members may also assume specific tasks in support of day-to-day management.
- Cultivating backchannels
between board members, or between board members and Synaps staff. Backchannels are private conversations that circumvent the processes set by these bylaws while aiming to influence the board’s proceedings. Through due process, inclusive discussions, and transparent documentation, the board must foster a culture of open debate both within its own ranks and among Synaps staff. Due process extends to whistle-blowing: Were the board to suspect, or be apprised of, serious misconduct within Synaps, it should follow the guideline's set forth by the organization's anti-harassment policy.
- Creating a financial burden that is not offset by additional funding. Expenses related to board meetings and proceedings must remain a fraction of Synaps’ overall budget. Were board meetings and proceedings to become costly, members would be expected to help raise dedicated funds.
- Tolerating conflicts of interest, such as when a board member’s attitude toward Synaps is determined by competing aims or concerns. Any such conflict of interest, or the risk thereof, must be disclosed and discussed proactively with the board’s chair and Synaps’ executive director, in order to take preventive or remedial action.
Membership and duration
Composition
The board of directors shall at no time comprise fewer than six directors or more than ten. To correct the structural inequity that prevails at this level of management, the board will either establish gender parity or comprise a majority of women. A majority of directors will also be under 60 years old. And a majority of directors will hail from the regions in which Synaps’ work is carried out.
The board will include Synaps employees, who will represent at most one third of the board’s membership. This share shall automatically include Synaps’ executive director, along with one representative elected by all Synaps staff on an annual basis. In a board with nine members or more, the executive director will select a third Synaps representative from among the organization’s senior managers, also on a revolving basis.
Board members who are not Synaps employees will include at least two people with extensive experience in financial management or oversight. Other directors will be selected either for the depth of their involvement with Synaps (as alumni, former clients, or benefactors) or for their specific expertise (in such fields as fundraising, administration, communication, or information technologies).
At least once every three years, directors will elect a chair from within their ranks (at the exclusion of the executive director) to moderate board meetings and approve the minutes. The chair's role consists above all in building a board that is cohesive yet probing; ensuring sound relations between the board and Synaps, by enforcing due process; and managing conflicts, whether within the board or between the board and Synaps, in the best interest of the organization. The election of new chair is performed through an anonymous vote.
Selection
When a vacancy on the board exists, Synaps’ executive director will ask current board members as well as Synaps staff to suggest candidates, mindful of the criteria outlined above. In their written suggestions, board members and Synaps staff shall motivate their recommendations, by explaining why they believe that such candidates are suited to fulfilling the roles and responsibilities described in these bylaws.
Synaps’ senior management will select the most relevant profiles and circulate them among current board members for further comment. Candidates acceptable to both Synaps’ senior management and current board members shall be approached by Synaps’ executive director, who will share the present bylaws with them.
Newly appointed directors will be greeted by the chair, who will also introduce them to their peers. Sitting members will then facilitate the integration of new directors.
Tenure
As a rule, board members shall serve three-year terms. Any member may resign at any time by delivering a written resignation to both the board’s chair and Synaps’ executive director. Synaps also reserves the right to end a member’s tenure, through written notification, if the member is unable to fulfill the roles and responsibilities mentioned above.
Board members are eligible for one or two extensions of their term (i.e. a total of nine years), to avoid excessive churn and the ensuing loss of institutional memory. However, to encourage intellectual renewal, no less than a third of all board members shall be replaced every three years.
Compensation
Board members shall not receive any compensation for services provided as members of the board, although compensation for other services is permitted, in the form of contractual work executed for Synaps and in accordance with Synaps’ usual contracting procedures.
Synaps shall cover reasonable travel and other expenses incurred for attendance at each regular or special meeting of the board, unless board members agree to cover such costs themselves. Flights booked by Synaps will be economy class. Hotels booked by Synaps will be selected by its staff.
Proceedings and powers
Sessions
Synaps’ executive director convenes the board’s ordinary meetings, which shall be held twice a year per the rhythm of Synaps’ internal reporting on its activities and accounts. One of these annual meetings will be shorter than the other, and held remotely.
Synaps’ executive director shall send proposed dates to all board members no later than two months in advance. Any documentation submitted to the board, notably the upcoming meeting’s agenda and Synaps’ record of accounts, shall be sent no later than two weeks in advance.
Directors may suggest adding items to the meeting’s agenda. They may want to allocate sufficient time to raise probing questions and demand specific explanations from Synaps’ executive director. They shall make these suggestions through the board’s chair, no later than one week in advance. Board members shall also have the right to convoke, through the board’s chair, any member of Synaps’ senior management team, in addition to its executive director.
Ordinary board meetings require all members to attend in person, appoint another board member to represent them, or join remotely through any means that make it possible to easily identify them. Ordinary board meetings may also be attended by Synaps staff, as observers or to present their work, at the invitation of Synaps’ executive director, or if convoked by the board.
In the event of contentious debates among board members, the chair may call an anonymous vote around specific strategy options or recommendations. The results shall be included in the minutes of the proceedings.
Any documentation provided to the board members shall be kept together with the minutes of the proceedings. Upon completion of a board meeting, the draft minutes shall be sent within two weeks to all directors, who may request justified changes. The final document shall be approved by both Synaps’ executive director and the board’s chair. In the absence of a consensus, unresolved disagreements shall be highlighted as such in the final document.
In response to urgent needs, special meetings of the board of directors may be called by the executive director, the chair, or any two board members. They shall be called no later than two weeks in advance, and may take place entirely remotely. Aside from these two differences, they will follow the same rules as above.
Special committees
The board may, by resolution passed by a majority of its members, designate or dissolve one or more specialized committees, composed of board members selected for their specific expertise. Such committees may exercise temporary or more permanent responsibilities, which shall be made clear in written terms of reference. Possible mandates include, but are not restricted to: financial strategy, compliance, ethics, crisis communication, risk management, technology, and succession.
These committees may request from Synaps any documentation required to perform their duties. They may communicate with Synaps’ staff, clients, or peers, on condition that they inform Synaps’ executive director. They may also seek external financial resources in support of their goals.
These committees shall report in writing their findings and recommendations, which will be discussed in ordinary or special board meetings, and recorded in their minutes.
Assessment
At least once a year, an ordinary board meeting shall include a discussion of the board's own performance, in order to identify possible areas for improvement.
This discussion will be informed by agreed-upon criteria for self-evaluation, an anonymous survey of board members, feedback from Synaps’ senior management, and the occasional external review by a consultant. Board members are invited to consider the following assessment criteria, among others:
- The board’s ability to set goals for itself
- Its internal diversity
- Its representativity in relation to Synaps’ core audiences and constituencies
- The depth of its understanding of Synaps’ culture and activities
- The amount of direct or indirect financial support it extends to Synaps
- Its capacity to detect and deter rising problems within the organization
In addition, the board shall welcome, at least once every three years, a more formal assessment conducted by Synaps’ senior management. This evaluation will take the shape of a written report analyzing board meeting minutes and drawing on interviews with board members and Synaps staff. This assessment will be submitted to the board's review. Its final version, to be shared with Synaps staff, shall include the board's response, again setting achievable goals for improvement.
Succession and amendments
Succession
The first succession process shall be triggered by the departure of Synaps’ founding director. In this process, the board shall negotiate the terms of this departure, oversee the appointment of another executive director, and amend the present bylaws to reflect the board’s new executive powers.
The board’s chair shall negotiate, either with Synaps’ founding director or with the latter’s legal representative, a transition on fair terms. These shall include full compensation, in the form of a severance agreement, for the risks, work, and creativity without which Synaps would not have been founded.
Once an agreement is reached with Synaps’ founding director, the chair shall form a succession committee of four members. Half its members will represent Synaps’ senior management, at the exclusion of the founding director, while the other half shall be chosen among board members not employed by Synaps. The chair must be one of the latter. The chair’s vote will be decisive in any inconclusive debate. The succession committee’s missions shall involve:
- Drafting and advertising terms of reference for recruiting a new executive director
- Interviewing applicants and negotiating their terms
- Amending these bylaws to provide the board with new powers, notably the right to appoint and dismiss Synaps' subsequent executive directors
In the context of this transition, the board is at liberty to invite Synaps’ founding director to continue serving as a board member, if relevant to the organization's future.
Amendments
The advisory board’s succession committee will draft amendments to these bylaws, having considered suggestions submitted by Synaps’ executive management. These amendments will transform the introduction to these bylaws as well as the section on “Proceedings and powers”, while ushering in as few changes as possible to the sections on “Roles and responsibilities” and “Membership and duration”. However, the “Roles and responsibilities” section shall include new items pertaining to signature rights and key financial decisions, such as the executive director’s compensation.
The board’s amended bylaws shall also incorporate more specific mechanisms for its own evaluation. Such mechanisms may involve establishing an advisory committee to assess the performance of the board, while bringing in additional expertise.
The amended bylaws shall be approved by a two-thirds majority of the board of directors. After approval, they will be published on Synaps’ website.
