Board Governance Charter

Upholding Integrity, Accountability & Excellence in Humanitarian Service

Board Governance Charter

The Board Governance Charter of Blessed-Day Relief Foundation represents the foundational framework through which our organization maintains the highest standards of institutional governance, ethical conduct, and operational excellence. This document serves as the definitive guide for all Board members, establishing clear expectations, responsibilities, and principles that ensure our Foundation remains steadfast in its commitment to humanitarian service while upholding the trust placed in us by donors, beneficiaries, partners, and the communities we serve.

1

Purpose of This Charter

Foundation & Framework

This Charter establishes the comprehensive governance framework that defines the role, responsibilities, and operational standards of the Board of Directors of Blessed-Day Relief Foundation. As a registered non-governmental organization dedicated to humanitarian relief and community development, we recognize that robust governance is not merely an administrative requirement but a fundamental pillar upon which the trust and credibility of our organization rests.

The purpose of this Charter extends beyond procedural documentation. It serves as a living commitment to the principles of transparency, accountability, and ethical stewardship that guide every decision made at the highest levels of our organization. Through this Charter, we affirm our dedication to maintaining governance structures that meet and exceed international best practices for non-profit organizations operating in the humanitarian sector.

Core Objectives of This Charter:

To provide clear definition of Board authority and limitations; to establish mechanisms for effective oversight and accountability; to ensure alignment between governance practices and the Foundation's humanitarian mission; and to create a framework for continuous improvement in organizational leadership and management.

This document shall be reviewed periodically by the Board to ensure its continued relevance and effectiveness in guiding the governance of Blessed-Day Relief Foundation. All Board members are expected to familiarize themselves thoroughly with its contents and to conduct their duties in accordance with the principles and procedures outlined herein.

2

Role of the Board

Strategic Leadership & Oversight

The Board of Directors serves as the ultimate governing authority of Blessed-Day Relief Foundation, bearing fiduciary responsibility for the organization's strategic direction, financial health, legal compliance, and adherence to its stated mission. The Board operates with the understanding that effective governance requires a careful balance between providing visionary leadership and maintaining appropriate oversight of management activities.

Strategic Direction

Establishing and guiding the long-term vision, mission, and strategic priorities of the Foundation

Management Oversight

Supervising executive leadership and ensuring effective organizational management

Financial Oversight

Ensuring fiscal responsibility, compliance, and sustainable financial management

Mission Protection

Safeguarding the Foundation's core values, integrity, and humanitarian purpose

In fulfilling its strategic direction role, the Board is responsible for articulating and periodically reviewing the Foundation's mission statement, establishing long-term organizational goals, and ensuring that all programmatic activities align with the Foundation's core humanitarian purpose. The Board provides guidance on strategic priorities while allowing management the operational flexibility necessary to achieve established objectives.

The oversight of management function encompasses the selection, evaluation, and support of the Executive Director or Chief Executive Officer, as well as ensuring that appropriate organizational structures, policies, and procedures are in place to facilitate effective program delivery. The Board maintains regular communication with executive leadership while respecting the operational boundaries between governance and management.

Financial and compliance oversight represents a critical Board function, involving the approval of annual budgets, review of financial statements, engagement of external auditors, and monitoring of internal financial controls. The Board ensures that the Foundation operates in full compliance with applicable laws, regulations, and reporting requirements, while maintaining the highest standards of financial stewardship expected of charitable organizations.

3

Board Responsibilities

Duties & Accountabilities

The Board of Directors of Blessed-Day Relief Foundation bears specific responsibilities that collectively ensure the organization operates with excellence, integrity, and effectiveness. Each responsibility outlined below represents a fundamental commitment that Board members undertake upon accepting their governance role, and which they are expected to discharge with diligence, care, and unwavering dedication to the Foundation's mission.

Approve Policies and Strategic Plans

The Board shall review, deliberate upon, and formally approve all major organizational policies, strategic plans, and programmatic directions. This includes the adoption of governance policies, operational guidelines, human resources policies, and any other frameworks that define how the Foundation conducts its activities. Strategic planning responsibilities encompass the approval of multi-year strategic plans, annual operational plans, and any significant modifications to organizational direction or scope of activities.

Oversee Financial Integrity and Audits

The Board maintains ultimate responsibility for the Foundation's financial health and integrity. This encompasses the approval of annual budgets and significant budget modifications, regular review of financial statements and performance reports, engagement and oversight of external auditors, review and acceptance of audit reports, and ensuring the implementation of audit recommendations. The Board shall ensure that appropriate internal controls are established and maintained to safeguard organizational assets and ensure the accuracy of financial reporting.

Monitor Risk and Compliance

The Board shall establish and maintain a comprehensive risk management framework appropriate to the Foundation's operations and operating environment. This includes the identification, assessment, and mitigation of strategic, operational, financial, reputational, and compliance risks. The Board ensures that the Foundation maintains full compliance with all applicable laws, regulations, and reporting requirements, including those related to charitable registration, tax exemption, employment, and programmatic activities in all jurisdictions where the Foundation operates.

Ensure Safeguarding and Ethical Standards

The Board bears responsibility for ensuring that the Foundation maintains the highest ethical standards in all its activities and relationships. This includes the adoption and enforcement of robust safeguarding policies to protect vulnerable populations served by the Foundation, establishment of codes of conduct for staff and volunteers, implementation of anti-fraud and anti-corruption measures, and creation of mechanisms for reporting and addressing ethical concerns. The Board shall foster an organizational culture characterized by integrity, respect, and commitment to the welfare of all stakeholders.

4

Independence & Integrity

Ethical Standards for Board Members

The effectiveness and credibility of the Board of Directors rests fundamentally upon the personal integrity and independent judgment of its individual members. Each Board member is expected to bring to their governance role a commitment to ethical conduct that exemplifies the values the Foundation seeks to promote in its humanitarian work. The following principles define the standards of behavior expected of all Board members in the discharge of their governance responsibilities.

Act in Good Faith

Board members must act honestly, with integrity, and in good faith in all matters pertaining to the Foundation. Decisions shall be made based on objective assessment of available information, with the genuine intention of advancing the Foundation's mission and serving the best interests of the organization and those it seeks to help. Board members shall exercise their powers and discharge their duties with the degree of care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

Avoid Conflicts of Interest

Board members must identify, disclose, and appropriately manage any actual, potential, or perceived conflicts of interest that may arise between their personal interests and their duties to the Foundation. Members shall not use their position to gain personal advantage or to benefit related parties. When conflicts arise, affected members shall recuse themselves from relevant discussions and decisions, and the Board shall establish procedures for documenting and managing such situations transparently.

Maintain Confidentiality

Board members shall maintain strict confidentiality regarding all non-public information obtained through their Board service. This includes sensitive organizational information, strategic deliberations, personnel matters, donor information, and any other confidential matters discussed in Board meetings or shared with Board members. The duty of confidentiality continues even after a member's term on the Board has concluded, protecting the Foundation's interests and maintaining stakeholder trust.

Commitment to Foundation's Best Interest:

Above all, Board members are expected to place the interests of Blessed-Day Relief Foundation and its mission above any personal, professional, or political interests. This fiduciary duty requires that all governance decisions be made with the primary consideration of what will best serve the Foundation's ability to fulfill its humanitarian purpose and maintain its long-term sustainability and effectiveness.

5

Meetings & Decision-Making

Procedures & Protocols

Effective governance requires structured processes for deliberation and decision-making that ensure all Board members can participate meaningfully in governance activities. The following procedures establish the framework through which the Board conducts its business, ensuring transparency, inclusivity, and appropriate documentation of governance activities.

Meeting Schedule

The Board shall convene for regular meetings on a periodic basis as determined by the Board and documented in the Foundation's bylaws or operating procedures. The frequency of meetings shall be sufficient to enable the Board to fulfill its governance responsibilities effectively, taking into account the nature and scope of the Foundation's activities.

Special meetings may be called when circumstances require Board attention between regular meetings, following procedures established for such purposes. All Board members shall receive adequate notice of meetings along with relevant agenda items and supporting documentation to enable informed participation in discussions and decisions.

Documentation & Records

All decisions made by the Board shall be properly documented through formal minutes that accurately capture the substance of discussions, the decisions reached, and the rationale supporting significant determinations. Minutes shall be prepared promptly following each meeting and circulated to Board members for review and approval.

The Foundation shall maintain comprehensive records of Board proceedings, resolutions, and supporting documentation in a manner that ensures accessibility for reference purposes while maintaining appropriate confidentiality. These records shall be preserved in accordance with applicable legal requirements and organizational record retention policies.

Quorum and Voting Procedures

The Board shall establish and adhere to clear quorum requirements that specify the minimum number of Board members who must be present for the conduct of official business. No binding decisions shall be made in the absence of a properly constituted quorum. The specific quorum requirement shall be documented in the Foundation's bylaws and shall represent a reasonable proportion of the total Board membership.

Voting procedures shall be clearly defined, including the threshold required for various types of decisions. Routine matters may be decided by simple majority vote of members present, while significant decisions—such as amendments to governing documents, major financial commitments, or changes to organizational mission—may require supermajority approval. The Board may establish provisions for electronic voting on routine matters between meetings when circumstances warrant, subject to appropriate safeguards and documentation requirements.

6

Accountability

Responsibility & Transparency

The Board of Directors bears ultimate accountability for ensuring that Blessed-Day Relief Foundation operates in a manner that is legal, ethical, and effective. This accountability extends to multiple stakeholder groups and encompasses all aspects of organizational performance and conduct. The Board recognizes that maintaining accountability is essential not only for regulatory compliance but for preserving the trust that enables the Foundation to fulfill its humanitarian mission.

Legal Compliance

Ensuring adherence to all applicable laws, regulations, and statutory requirements governing charitable organizations

Ethical Conduct

Maintaining the highest standards of integrity, honesty, and ethical behavior in all organizational activities

Effective Operations

Ensuring efficient use of resources and achievement of meaningful humanitarian outcomes

The Board's accountability manifests through multiple mechanisms designed to ensure transparency and responsiveness to stakeholder expectations. These include the preparation and publication of annual reports detailing organizational activities and financial performance, submission of required regulatory filings, engagement with external auditors, and maintenance of open communication channels with donors, partners, and the communities served by the Foundation.

Individual Board members are accountable for their personal conduct and contributions to governance, including regular attendance at meetings, adequate preparation for discussions, active participation in deliberations, and fulfillment of any specific responsibilities assigned to them. The Board shall periodically evaluate its own performance and that of individual members to ensure continuous improvement in governance effectiveness.

Stakeholder Accountability:

The Board acknowledges its accountability to the Foundation's diverse stakeholders, including beneficiaries who depend on our programs, donors who entrust us with their charitable contributions, staff and volunteers who dedicate their efforts to our mission, partner organizations with whom we collaborate, regulatory authorities that oversee charitable activities, and the broader public who expect non-profit organizations to operate with integrity and purpose.

Final Governance Statement

Together, the policies, principles, and procedures established in this Board Governance Charter affirm Blessed-Day Relief Foundation as a transparent, accountable, and professionally governed humanitarian organization. We are committed to maintaining governance standards that align with international NGO best practices and meet the regulatory expectations applicable to charitable organizations operating in our jurisdictions.

Through faithful adherence to this Charter, the Board of Directors pledges to uphold the sacred trust placed in our Foundation by those who support our work and those who depend upon our services. We recognize that strong governance is not an end in itself, but rather the essential foundation upon which effective humanitarian action is built—enabling us to maximize our impact, steward resources responsibly, and fulfill our mission of bringing relief and hope to communities in need.

Committed to Excellence in Governance