Governing Board Membership Policy

The following is the Membership Policy for the Digital Square Governing Board.

Purpose

The purpose of this Governing Board Membership Policy (this “Policy”) is to delineate the criteria for membership on the Governing Board (the “Board”) of Digital Square.

Board composition

The Board will consist of 13 Members plus a nonvoting Chair. Seats will be filled by both individuals and organizations. Organizations will assign one Representative and may assign one Alternate to each seat. In the event that a Board Member (or Representative) is unable to fulfill his/her role, a new Board Member will be selected as a replacement. Although the final composition of the Board will be based on the quality and diversity of potential Members, the Board is planned to comprise:

• Three to four investing donor representatives.
• Three to four implementing organizations.
• Three to four technical experts from the digital health product development field.
• One to two globally recognized leaders who are considered to have a key role in contributing to the longer-term vision for Digital Square.

PATH will act as Chair of the Board. Each Member will be allotted one vote, other than the Chair, whose role is ex officio and does not include voting rights, except in the instance of a tie.

Member selection criteria

Commitment

Availability and commitment to contribute time, including, at minimum, attendance at three Board meetings a year (two phone, with option to attend in person, and one in person), three reading days a year, and ad hoc meetings and virtual communication as needed.

Influence

Recognized leadership in digital health or related field with the understanding and knowledge required to shape the overall strategic direction for Digital Square.

Personal commitment

In-depth understanding of and personal commitment to Digital Square's goals. 3.4. Expertise—In-depth knowledge of health, health systems, digital technologies, digital health, international health and development, and/or development financing issues.

Willingness to advocate

Ability and enthusiasm to act as an ambassador and advocate for Digital Square and to represent Digital Square at the highest levels, including proactively engaging in fundraising efforts and using connections to garner additional financial support for Digital Square.

Leadership

Experience serving in partnerships and on governing bodies with an ability and capacity to network effectively and broadly. Strong leadership and management skills and a facilitative and consultative approach.

Judgment

High-level judgment in complex situations and acute analytical skills.

Conflict of interest

Ability and willingness to abide by Digital Square's Conflict of Interest and Recusal Policy.

Member selection process

List of candidates

The Digital Square management team, with guidance from the Director, existing Board Members, Chair, and other stakeholders, will prepare a list of individuals who meet the eligibility criteria for Board membership.

Selection

The existing Board Members, Director, and Chair will recruit Board Members who are willing to fulfill the expectations of membership on the Board.

Membership

Designation of seats

The Board’s 13 seats will be filled by the following stakeholders: implementing organizations, donor agencies and foundations, technical experts from digital health product development, and individuals. Members may serve in one of three capacities: as an individual, as a Representative of their organization, or in a dual capacity—as individuals and as representatives of their organization. Members will be chosen both for their individual expertise and leadership qualities and for their ability to represent the interests of stakeholders. For this reason, should a Member change organizational affiliation or shift positions or portfolios within his/her organization, the Board Chair has the right to ask for that Member’s resignation in order to maintain the intended balance of representation on the Board.

Member Organizations

For seats filled by organizations, the organization will be responsible for appointing an individual to serve as its Representative on the Board, as well as an Alternate. The Representative must have the capacity and authority to represent the Member Organization in discussions and decision-making. Each Member Organization may change its Representative at its own discretion; however, the Member Organization is required to notify the Board Chair at least four weeks in advance.

Individual Members

If a Member is an individual, he/she may appoint a proxy, approved by the Chair and the Director. Individual Members should complete terms of two years, but if they must leave the Board, they are required to notify the Board Chair at least four weeks in advance.

Individual Member affiliation

Individual Members are chosen for their individual expertise and leadership qualities and for their ability to represent the interests of stakeholders. For this reason, should an Individual Member change organizational affiliation or shift positions or portfolios within their organization, the Board Chair has the right to ask for that Member’s resignation in order to maintain the intended balance of representation on the Board.

Terms

Length of term

The Member term is two years in duration (or the project end, whichever is earlier). This term is eligible for renewal one time for one year, for a total of up to three years of service per Member.

Renewal of term

Member terms are renewed by reelection by a majority current Board Members.

Member expectations

Responsibilities

All Members must commit to acting as the critical point of connection between Digital Square and the institution, organization, or sector they represent. Members are charged with bringing the perspectives and concerns of their organization and/or associated stakeholders to bear in Board discussions. They must be willing to act as ambassadors and advocates for Digital Square and to represent Digital Square at the highest levels.

Attendance

Members are required to attend all web-conference and in-person meetings of the Board. Attendance will be kept with the meeting minutes.

Alternates

Board Members may send their Alternate to participate in their absence. If neither the Member nor the Alternate is available, a proxy may participate, with three days’ prior written notice and approval from the Chair.

Act in good faith

Subject to their respective roles, Members will act in good faith in the best interests of Digital Square.

Conflict of interest

All Members will abide by Digital Square's Conflict of Interest and Recusal Policy.

Fulfillment of obligations

A Board Member who does not fulfill his/her responsibilities as described in this Policy or misses two meetings without reasonable explanation will be asked by the Chair to resign. If the Board Member refuses to resign, a vote will be taken on the removal of the Member from the Board.

Resignation

A Member may resign at any time by giving notice in writing to the Chair and the Director at least four weeks in advance. If the resignee is an Organizational Member, his/her Alternate should fill the seat and the organization should appoint another Alternate. In the case of Individual Members, an individual will be nominated by the Chair, in consultation with and taking into account recommendation from the Board, to replace the resignee. An individual who is appointed midterm serves the remainder of the resignee’s term and is eligible to serve one additional two-year term.

Contact

Digital Square, PATH at digitalsquare@path.org