MC GovernanceHandbook January 2020 Version 2

MERCY CORPS EUROPE
GOVERNANCE HANDBOOK
TABLE OF CONTENTS INTRODUCTION
Introduction ...............................................................................................................................................3 Governance is defined as the systems and Europe operates, the roles and responsibilities of
About Mercy Corps ...................................................................................................................................3 frameworks by which organisations are directed Board Members in fulfilling their duties, and the
and controlled. It is concerned with standards, rules governing Board meetings. It also clearly
Governing Principles and Legislation ...........................................................................................................5 systems, processes, controls and decision-making outlines the responsibilities of Members, Directors
Governance Structure .............................................................................................................................5 at the heart of and at the highest levels of an and senior team members. Source documents
organisation. It is about accountability. referred to are listed at the end of the manual and
Legislative Framework .............................................................................................................................7 are available for reference in the office.
This manual is written primarily for Board
Complaints Procedure .............................................................................................................................8
Members as well as senior team members and The Governance Handbook is available on our
Mercy Corps Europe – a Member Company ...............................................................................................8 provides a one-stop source of guidance on all website.
The Board of Directors ...............................................................................................................................9 aspects of governance including the legislation
and statutory guidance under which Mercy Corps
Directors of the Board ...........................................................................................................................10
Co-Chairs of the Board ..........................................................................................................................12
Designated Safeguarding Board Director ...............................................................................................13
ABOUT MERCY CORPS
Expectations of Board Directors .............................................................................................................13
Board Meetings ....................................................................................................................................14
We are Mercy Corps
Confidentiality ......................................................................................................................................14
Scheme of Delegation/ Delegation of Authority ......................................................................................15 Mercy Corps is a global team of humanitarians who partner with communities, corporations and
governments to transform lives around the world.
Policies for Board Approval ...................................................................................................................16
Our more than 5,500 team members work with people in the world’s most vulnerable communities across
Mercy Corps Europe Committees ..............................................................................................................17
over 40 countries. 87 percent of our team is from the countries where they work.
Joint Board Executive Committee (JBEC) .................................................................................................17
We believe we must go beyond emergency aid to create more resilient communities and we believe
Joint Finance Committee (JFC) ...............................................................................................................17 communities are the best agents of their own change. This year as a global organisation, our work saved
Joint Audit and Risk Committee (JARC) ...................................................................................................18 and improved the lives of nearly 29 million people.
The Joint Board Development Committee ................................................................................................18 Mercy Corps Europe exists to ensure effective stewardship and management of resources, raise income,
build influence and demonstrate impact to contribute to the mission of the global organisation.
Mercy Corps Europe Audit and Risk Committee (MCEARC) .....................................................................18
Leadership Team ......................................................................................................................................19
What We Do
Executive Team .....................................................................................................................................19
European Senior Leadership Team (ESLT) ...............................................................................................19 We respond to crises and go beyond disaster response to help people in the most vulnerable communities.
Chief Executive Officer (CEO) ................................................................................................................20 In the aftermath of every major natural disaster we have responded to since 2004, we’ve developed
long-term local solutions to prepare communities for the future.
MCE Executive Director .........................................................................................................................20
Over the last 39 years, we’ve been tackling the world’s toughest challenges in partnership with communities,
Escalation to the Board .........................................................................................................................20 governments and business, finding flexible and innovative solutions. As a global organisation, Mercy
Appendices .............................................................................................................................................21 Corps has provided £4 billion in lifesaving assistance to more than 220 million people. That’s given
us a deep understanding of the complex challenges facing our most vulnerable communities and the
Contact Information .................................................................................................................................22 approaches required to overcome them.
While each and every community is unique, we are able to tap into a significant body of knowledge and
expertise across our teams and the work we do in each country is informed by our partners there: local
community members, government officials and other change makers who are invested in transforming
their communities for good.
First Approved August 2007

Last Reviewed November 2019
MERCY CORPS EUROPE | Governance Handbook 2 MERCY CORPS EUROPE | Governance Handbook 3
Mission GOVERNING PRINCIPLES AND LEGISLATION
Mercy Corps exists to alleviate suffering, poverty and oppression by helping people build secure,
productive and just communities. Governance Structure
We partner with communities as they move from a place of fragility to resilience, meeting urgent needs
while addressing root causes – always powered by the belief that a better world is possible.
Mercy Corps – Mercy Corps Europe (MCE)
a World-Wide Organisation Mercy Corps Europe (MCE) is a Scottish registered
Our core values charity (registration number SC030289) and is
Mercy Corps Europe is part of the world-wide
organisation: Mercy Corps. constituted as a company limited by guarantee
We believe in the intrinsic value and dignity of human life. (registration number SC208829). The objects
We are awed by human resilience and believe in the ability of all people to thrive, not just exist. Mercy Corps consists of: of the company are the relief of poverty, the
• Mercy Corps Global (MCG), a US entity advancement of health, the advancement of
We believe that all people have the right to live in peaceful communities and participate fully in community development, the saving of lives, the
the decisions that affect their lives. registered in Washington State and its field
operations, including branches and local advancement of human rights, conflict resolution
We value stewardship of the earth’s health, pledging to accountably and efficiently preserve and organisations (located in approximately 40 or reconciliation and the advancement of
manage its resources. countries); environmental protection
We believe that it is our duty to be effective stewards of the financial resources entrusted to us. • Mercy Corps Europe (MCE), a UK entity MCE is an independent legal entity with its
with offices in Edinburgh and London; own constitution as a company recognised as a
• Mercy Corps Netherlands (MCNL), a Scottish Charity and registered with the Inland
Vision Dutch entity with offices in The Hague and Revenue.
Geneva; Mercy Corps produces annual, consolidated
We believe that secure, productive and just communities emerge and endure when the private, public
• Other affiliated entities of the global accounts. The Mercy Corps Netherlands (MCNL)
and civil society sectors interact with accountability, inclusive participation and mechanisms for peaceful
organisation1. entity’s accounts are consolidated into Mercy
change. Transformational change occurs through the combination of: programmatic impact, the ability
Corps Europe’s (MCE) consolidated financial
to influence change makers at local and global levels and a restlessness to innovate in search of better
statements. Mercy Corps Global (MCG) then
solutions. Together MCE, MCG and MCNL share the produces audited consolidated accounts that
same mission, vision, core values and charitable include MCE’s results.
objectives. To enable us to function most effectively
and efficiently as a global organisation, Mercy Mercy Corps Integrated
Corps has a governance structure that
reflects the integrated global agency.
Governance
Our Compass provides an overview of Mercy MCG and MCE operate under a Governance
Corps’ vision, challenges and goals for the fiscal Agreement (GA) entered into effective July 1,
year. It presents our theory of change, explains 2015 and a Memorandum of Understanding
the global challenges that drive our work and (MoU) last revised in 2018 (which remains in
indicates our priority areas for the coming year. force). An Addendum and Adherence Agreement
We have named our core strategic documents that adds MCNL to the GA was entered into,
our ‘Compass’ because we see them as the key effective 1 July 2018. At the same time, a second
tool to help us navigate around the complexities MoU that established operating rules and
of today’s world as we strive to meet our mission. explained the relationship between MCNL, MCG
Our Compass is published on our website. and MCE was also entered into in 2018.
MCE is a member organisation, made up of nine
Members (for more details see The Members). The
nine Members are also the same nine Members
of MCG and of MCNL. Those individuals sit on
the Joint Board Executive Committee (JBEC).
1
Consolidated affiliates include: Asian Credit Public Fund, Kompanion Development Institution, Kompanion Bank, Kompanion Invest, MC
Nigeria LTD/GTE (Nigeria), Mercy Corps China Holdings, LLC, Mercy Corps Development Holdings, LLC, Mercy Corps India, and CIT
Services, LLC.
Recognising that their funding and operations are Memorandum and Articles of Legislative Framework
integral to one with the other, MCE, MCG and
MCNL shall each appoint the same individual as
Association
Chief Executive Officer (CEO) of Mercy Corps. MCE’s Memorandum and Articles of Association 2006 Companies Act Annual Reports and Accounts
MCE has an Executive Director who is appointed sets out its name and that its registered offices are
by the MCE Board (subject to the approval of situated in Scotland. It lists its objects and that the The 2006 Companies Act is the current legislation The 2005 Act requires MCE to keep proper
the CEO). The Executive Director is the principal liability of the Members is to guarantee its debts that governs company law in the UK, superseding accounts and produce annual accounts, which
manager of MCE and reports to the MCE Board to the extent of £1. the Companies Act 1985. The Companies Act lays must include an annual report on activities. It is
and the CEO. The Articles of Association contain rules for
out the legal framework under which companies required to send a copy of the accounts to OSCR
in the UK operate. Mercy Corps Europe is within 9 months from the end of its accounting
MCE and MCG share global resources, inclusive its internal constitutional arrangements. They
registered as a company limited by guarantee year as well as to Companies House. Being a
of team members, policies, and operational and provide that MCE is a Member corporation, the
under the 2006 Companies Act with Companies company, MCE must produce accrued accounts,
technical support structures. powers of the Members and the Directors, the
House. As the act reformed existing company in which unpaid debts and receipts have to be
rights of the Members and Directors and the
See Appendix 1-Memorandum of Understanding law when introduced, it also lays out legal duties accounted for.
procedures of meetings. They provide that on
between MCE and MCG, Appendix 2-Memorandum of Board Directors for the first time. More details
winding up, the assets of MCE will be applied The format of accounts is governed by the
of Understanding between MCNL, MCE and on Board Director’s duties can be found below.
for charitable purposes, and not divided amongst Charities Accounts (Scotland) Regulations
MCG, Appendix 3 and Appendix 4- Governance the Members. 2006. MCE’s accounts must also be prepared in
Agreement between MCE and MCG and The Charities and Trustees accordance with the Statement of Recommended
Governance Agreement between MCE, MCG and A copy of the Memorandum and Articles of
Association for MCE can be found in Appendix 5 -
Investment (Scotland) 2005 Act Practice for Charity Accounting 2005 (SORP
MCNL. 2005). SORP 2015 is applicable for accounting
Memorandum and Articles of Association for MCE. The Charities and Trustees Investment (Scotland)
periods beginning on or after 1st January 2015.
Act 2005 (hereafter referred to as the 2005
Act) established a new statutory framework for The MCE Audit and Risk Committee is responsible
granting charitable status and for regulating for recommending the Annual Report and
charities in Scotland. MCE was recognised as a Accounts, approved in draft by the auditors,
charity under the law in force prior to the 2005 for referral to the Board for approval by each
Act. The Inland Revenue accept that bodies Director. After the Audit Certificate is signed
registered by the Office of the Scottish Charity on behalf of the Board, copies will be sent to
Regulator (OSCR) comply with the charity tests OSCR and Companies House. In addition, MCE
in the 2005 Act and also qualify for tax purposes completes an annual return for OSCR including
as charities. The 2005 Act, and the Accounting details of changes to Board Membership and
Regulations made under the 2005 Act, ensures other significant changes.
that each charity is accountable and provides
information about itself and its activities which the
public can access.
MCE must carry out one or more of the charitable
purposes set out in the 2005 Act and provide
public benefit in Scotland or elsewhere.
MCE’s charitable purposes registered with OSCR
as:
i. Relief of Poverty;
ii. Advancement of Health;
iii. The advancement of community
development;
iv. The saving of lives;
v. The advancement of human rights, conflict
resolution or reconciliation;
vi. The advancement of environmental
protection.
Complaints Procedure THE BOARD OF DIRECTORS
We take complaints very seriously and we treat If a complainant remains dissatisfied with the The Board consists of between six and 20 Directors Responsibilities of the Board
them as an opportunity to develop. This is why resolution of a complaint or the complaint (Memorandum & Articles of Association - Article
we are always very grateful to hear from people concerns a matter of serious misconduct or 25). The Board will elect a Chair from among • The Board must familiarise themselves with the
who contact us about their problems, concerns or mismanagement, complaints may be made their number and determine the period for which objects of MCE contained in the Memorandum
worries and who are willing to take the time to directly to: they are to hold office. The Chair so appointed and Articles of Association and also have
help us improve. We deal with all complaints as shall be the Co-Chair of Mercy Corps, alongside a copy of the Articles to consult. They must
Office of the Scottish Charity Regulator (OSCR)
quickly as possible and in accordance with our the Chair of MCG who will also be a Co-Chair administer MCE in accordance with these
values, and we put measures in place in an effort 2nd Floor documents.
of Mercy Corps. The MCG Co-Chair will serve
to stop similar situations happening again. Quadrant House as a Director of the Board of MCE ex officio with • The Board must meet as often as is necessary
All Complaints should in the first instance be made 9 Riverside Drive full voting power. Similarly the MCE Co-Chair for the proper administration of MCE.
in writing for further investigation and response to Dundee, DD1 4NY will serve ex officio with full voting power on the • The Board must ensure the information about
Board of MCG. The CEO will also serve ex officio the extent and location of the assets of MCE is
the Executive Director who will refer to the Chair Further information about the OSCR Complaints
of the Board if appropriate. Any complaints in with full voting power on the Boards of both MCG kept up to date and must be able to access it.
Process can be found on the OSCR website.
relation to the Executive Director should be and MCE. The quorum of the Board must be/at
• The Board has the power to appoint a Joint
referred directly to the Chair. The Chair should Complaints can also be made through Mercy least four Directors.
Board Executive Committee (JBEC) to carry
always be informed of any complaints received. Corps Integrity Hotline at www.mercycorps.org/
out tasks on their behalf but cannot delegate
integrityhotline or [email protected]. Structure and Composition the overall administration and direction of
The Board should ideally comprise of MCE.
individuals with the following characteristics and • The Board should take advice from qualified
competencies: persons where they do not have the
MERCY CORPS EUROPE – A MEMBER • Brings diversity to the board - age, gender,
appropriate skills but must reach their own
COMPANY ethnicity, etc.;
decisions in the light of advice provided.
• The Board must review and approve the Mercy
• Global experience/influence/networks;
Corps Europe strategy in conjunction with the
• Has a network includes European influencers Executive Director.
MCE, MCNL and MCG are Membership entities The Members appoint the Directors of MCE, and donors;
• The Board must ensure systems and procedures
with the same group of Members. MCNL and MCG based on nominations from • Corporate governance experience. exist to ensure that the Compass, as agreed, is
The Members, nine in total, are: each respective Board. implemented within the organisation.
Role of the Board
• The respective Chairs of each organisation; The Member group also forms the Joint Board • The Board must approve the annual budget
Executive Committee (JBEC). The JBEC shall • Ensure the charity adheres to its charitable and accounts.
• The common CEO; exercise the full power of the Board of MCG purposes and mission; • The Board must approve the overall risk
• Two Members appointed by MCE Board of and of the Board of MCE as delegated to it by • Provide accountability and ensure proper strategy and the risk profile of the charity, as
Directors; the Boards. The Boards of the two organisations management; well as the risk management framework.
• Four Members appointed by MCG Board of will remain in overall control of their respective
organisations. • Contribute advice and assistance, according • The Board must approve specified financial
Directors.
to individual Director’s experience. payments and property decisions in line
Members will be invited to attend the Annual with the Scheme of Delegation issued to the
General Meeting (AGM), convened once every Executive Director.
calendar year, at such a time and place as may
• Through the establishment of an ad hoc
be determined by the Board. At the AGM, the
nominations committee, the Board must
Members will appoint Directors of the Boards in
approve the recruitment, selection and
the place of those retiring.
appointment of the Executive Director
(including approval of salary and conditions
of service), subject to the approval of the
Chief Executive Officer (CEO).
• The Board must evaluate the performance of
the Executive Director.
• The Board nominates other Board Directors
who shall be ratified by the members of the
Joint Board Executive Committee (JBEC).
Directors of the Board General Duties of Charity administration of the charity without OSCR’s
consent, and to direct any third party holding
Directors property on behalf of the charity not to part with
it without OSCR’s consent.
Responsibilities Statutory Duties A Charity Director must:
1. Act in the interests of the charity OSCR is under a general duty to act
• Directors must familiarise themselves with the Directors need to be aware that they are proportionately in performing its regulatory
objects of MCE contained in the Memorandum a. You must operate in a manner consistent
personally subject to statutory duties in their function; any action OSCR may take must be
of Association, and also have a copy of the capacity as Directors. In addition, the company with the charity’s purpose
proportionate to the misconduct concerned.
Articles to consult. They must administer MCE as a separate legal entity is subject to statutory b. You must act with care and diligence OSCR cannot suspend a Board Director under
in accordance with these documents. controls and the Directors are responsible for c. You must manage any conflict of interest these powers if it considers the Board Director
• Directors must meet as often as is necessary ensuring that the company complies with such between the charity and any person or has acted honestly and reasonably in relation to
for the proper administration of MCE. In any statutory controls. organisation who appoints trustees the misconduct and ought fairly to be excused.
case, Directors should attend a minimum of The Companies Act 2006 sets out seven general
two out of three Board meetings a year. duties of directors, which are:
Specific Duties of Charity Where there has been a breach of any of these
duties, the Board Director must take whatever
• Directors should travel to the field. Directors steps are reasonably practicable to ensure that
• To act within powers in accordance with
• Directors should contribute financially to the company’s constitution and to use those Additional duties for Charity Directors include: the breach of duty is corrected and not repeated.
support the work of Mercy Corps. powers only for the purposes for which they Any Board Director who has been in serious or
1. Updating your charity’s details persistent breach of the duty should resign, or will
• Mercy Corps must be one of the Board were conferred;
Directors’ top three non-professional activities. 2. Reporting to OSCR be removed from his/her position at a general
• To promote the success of the company for the
a. Annual Monitoring – inclusive of Annual meeting.
• Directors should bring a fair and open-minded benefit of its members;
view to all discussions of the Board and ensure Accounts and Report
that all decisions are made in the charity’s
• To exercise independent judgement; Terms of Appointment
b. Charity Accounting
• To exercise reasonable care, skill and
best interests.
diligence; c. Making Changes to Your Charity – At each AGM one third of the elected Board for
• All Directors should be able to represent and inclusive of gaining OSCR consent for the time being, or if their number is not a multiple
• To avoid conflicts of interest;
promote Mercy Corps at the most senior level certain changes of three then the number nearest to one third,
of the private and public sectors. • Not to accept benefits from third parties; shall retire from office. All retiring Directors are
3. Financial record keeping and reporting –
• Directors must not act in any way which brings • To declare an interest in a proposed transaction as stipulated in Section 44 of the 2005 eligible for re-election. The longest in officer shall
their personal interests into conflict of those of or arrangement. Charities & Trustee Investment (Scotland) retire first, or in the case of an equality of period
MCE, nor can they benefit personally from Act of service, those to retire shall be selected by lot
their Directorship. They are, however, entitled Charity Directors must be in control of the (Memorandum & Articles of Association, Articles
4. Fundraising – Directors are responsible 28-31).
to reasonable out of pocket expenses. management and administration of their charity, for taking control of how their charity
and act with appropriate care and diligence fundraises The Chairs and Board Directors should retire and
in the interests of their charity and not of any
5. Providing information to the public – not seek re-election after six years’ service unless
third party. They are collectively responsible for the Board determines otherwise.
Directors must ensure their charity meets
ensuring that the charity complies with the law.
legal requirements when referring to
For more information see Appendix 6: Board their charitable status, and to provide Selection of new Board Directors
Charter. information about their charity to the The normal determinant for selection of new
public Board Directors will be their experience and
knowledge in the appropriate competency
Liabilities tempered with their ability to function in Mercy
Corps’ distinctive culture and ethos.
Directors may incur personal liability, both
civil and criminal, for their acts or omissions in
directing the company.
Any breach of the duties will be treated as
misconduct in the administration of the charity,
entitling the Office of the Scottish Charity
Regulator (OSCR) to invoke its powers under
Section 31 of the 2005 Act. These include power
to suspend the Board Directors, to direct the
charity to cease representing itself as a charity
or as a Scottish charity, to restrict the transactions
which may be entered into, or the nature or
amount of payments which may be made in the
Co-Chairs of the Board Designated Safeguarding Expectations of
Board Director Board Directors
Appointment Roles & Responsibilities of the
Chair
The MCE Board shall appoint a designated Field Visit
• The Board of MCE will have two Co-Chairs. safeguarding Board Director. Currently, the
• Board Directors elect one of their numbers to be Joint Audit and Risk Committee (JARC) oversees New Board Directors are encouraged to carry
• Leads the process of ensuring the Board meets
Chair, to hold office and determine the period Mercy Corps’ safeguarding efforts, reviews out at least one field visit in their first two years
its responsibilities and accountabilities;
for which s/he is to hold office (Memorandum and recommends policies to the full board for of office.
• Leads the process of decision making by the
& Articles of Association, Article 39). The approval and receives regular reports from the
Board in an objective and impartial manner; Declaration of Interest Register
Chair is eligible for reappointment. General Counsel and Ethics Teams. As such, if
• Calls the Board meetings and approves the possible, the designated safeguarding Board
• The Chair elected by the MCE Board shall Board Directors are required to complete a
also be an ex-officio Board Member and Co-
agenda for Board meetings (in discussion with Director shall also be member of the JARC.
the Executive Director); Declaration of Interest Form each year (See
Chair of MCG. The responsibilities of the designated safeguarding Appendix 7: Declaration of Interest Register Form).
• Chairs all Board meetings and ensures that Board Director are:
• The Chair elected by the MCG Board shall be
all decisions are documented accurately in
an ex-officio Board Member and Co-Chair of
minutes, policies and other documents; • Meeting regularly with the Executives Gifts, Hospitality and Benefits
MCE. responsible for Safeguarding in the
• Monitors the implementation of Board It is expected that Board Directors will not benefit
• The Co-Chairs will serve for a minimum of organisation, receiving reports and discussing
decisions and policies, and sign accounts and materially as a result of their Board directorship.
three years and a maximum of six years unless activity (this can be done partly though he
other reports on behalf of the Board; Any gifts received in connection with their role as
the Boards agrees otherwise. attendance of the JARC).
• Acts as the public spokesperson of the Board Board Directors must be treated in accordance
• Unless otherwise agreed between the Co-
and represents the Board at external meetings; • Acting as an independent resource that can with Mercy Corps’ Gift Acceptance Policy (see
Chairs, in the event that the MCE Co-Chair is offer advice, on request, to management that Appendix 8: Mercy Corps Gift Acceptance Policy).
not present during a Board meeting, the MCG • Is responsible for the Annual Performance are dealing with and reporting safeguarding
Co-Chair shall preside over the meeting. If Review of the Executive Director, together with
the CEO, in consultation with Board Directors;
incidents. Directors Indemnity Insurance
neither Co-Chair is present, the Directors may • Ensuring that the organisation is doing all it
choose one of their number to be Chair of the • Provides advice, guidance and support to the can to safeguard those it comes into contact Directors Indemnity Insurance for all Board
meeting. Executive Director; with. Directors is reviewed annually and currently
• Board Directors may at any time revoke any • Is responsible for the individual and collective obtained from DUAL Corporate Risks Limited - DC-
• Ensuring appropriate time is devoted to
appointment as Chair. The appointment or performance of the Board. 01916919K8. Directors Liability under this policy
safeguarding at Board meetings.
revocation of appointment of the Chair shall is limited to £5,000,000. Mercy Corps also holds
• Operating as a person independent from a Professional Indemnity Insurance obtained
be made after consultation with the Mercy
Corps Europe Executive Director and the Conflict of Interest management to whom safeguarding issues from Hiscox Insurance Company Limited – PL-
can also be directly referred, if it is felt that PSC10001701158/01. Professional Indemnity is
JBEC.
For any agenda item where the Chair’s personal management is not dealing with an issue limited to £10,000,000. The policy certificates
• The Co-Chairs have full voting rights.
Questions arising at any meeting shall be position may be considered a conflict of interest, appropriately or if it involves management. are kept in the Edinburgh office and copies are
determined by a majority of votes and in the Chair should ask another Board Director to available on request for all Board Directors.
take over the role of Chair for that item before
the case of an equality of votes the MCE
Co-Chair (if present) shall have a second or
the agenda item begins. The Board may decide Allowances and
casting vote. If the MCE Co-Chair is not
the Chair should leave the room while this item is Reimbursement of Expenses
discussed.
present the MCG Co-Chair shall have a
second or casting vote. Board Directors are entitled to be reimbursed
for their reasonable out of pocket expenses
in connection with their duties, but shall not
be paid any other remuneration save as
permitted in the Memorandum and Articles of
Association. Receipts for expenses incurred must
be provided.
Board Meetings Confidentiality Escalation to the Board
The Board may meet, adjourn and run its meetings Decisions within Board meetings are confidential. While the Executive Director is responsible • Impact on organisational effectiveness and
as it wishes, subject to the Memorandum and The Executive Director will pass on the outcome for the management of MCE, there are some delivery;
Articles of Association. Board meetings take of the meeting to relevant parties in furtherance issues on which the Board seeks early warning • Any significant or recurring incidents of
place usually three times a year in March, June of MCE business. The Board may not disclose or communication, or on which the Executive bribery and corruption.
and November. The spring and autumn meetings confidential information relating to MCE Business Director may seek the Board›s steer and/or input.
• Escalation ensures that the Board is made
convene the Boards of all entities (MCG, MCE to any person without authorisation.
aware of issues of high risk/high impact, and
and MCNL). Separate Board meetings are held
Board Directors shall use confidential information Matters will be escalated to the Board on issues/ enables it to be kept informed, explore issues
in the summer in Europe and in the US.
solely for the business of MCE, except as cases that potentially involve: with the Executive Director and ESLT and
requested by law. They will also ensure that • Deviation from agreed strategy/plans; exercise discretion as to whether or not it may
Agenda and Preparation such information is stored securely whilst in their need to formally approve decisions/action.
for Board meetings • Damage to reputation;
possession.
• Damage to key relationships (Beneficiaries,
Agenda and supporting papers for a Board At the end of Board Directors’ terms of office, Donors, MC Network, Regulator, Staff);
meeting will be sent to Board Directors at least he or she shall return all materials, regardless of
• Significant financial impact;
five working days prior to the meeting. The medium, containing or devised from, confidential
Chair shall have discretionary powers regarding information, as requested by MCE. • Liability or reputational impact for Board
acceptance of items for the agenda. Directors;
Failure to comply with the above could lead to
disciplinary action subject to the discretion of the
Attendance at Meetings Chair and the Executive Director.
• Board Directors will be expected to attend
Board meetings, any sub-Committee to which Scheme of Delegation
they have been appointed and any special
policy and strategy day organised for the Delegation of Authority Table of Delegated Authority
Board as a priority. Any Director unable to The table below outlines decisions which are reserved to the Board and those which are delegated to the
attend should give apologies and the reason A number of decisions are reserved to the Board Executive Director subject to the escalation procedures detailed above.
for non-attendance to the Chair. Material non- in line with its responsibilities for:
attendance may become a reason for a Board • Ensuring that MCE adheres to its charitable
Director being asked to resign. purpose and mission; SUBJECT RESERVED TO THE BOARD DELEGATED TO/
• Attendance can be in person or by telephone • Determining the overall strategic direction of RESPONSIBILITY OF THE EXECUTIVE DIRECTOR
or video conference (Articles of Association - MCE within resource limits;
Article 44). Corporate Consideration and approval Responsibility for all matters of organisational structure
• Monitoring the performance of the Executive Governance of the Corporate Governance below the level of Executive Director.
• In addition to Board Directors, the Executive Director, holding her/him to account for the framework, including the Scheme Able to delegate authority to other MCE staff and
Director will attend all Board meetings. Other exercise of delegated powers and delivery of Delegation. will prepare and maintain a detailed Authority Levels
team members will attend as determined by against plans and budgets;
the Executive Director. Document.
• Deciding upon key policies in some instances
Strategy Approval of the overall Recommendation to the MCE Board of other strategic
Minutes and Resolution in conjunction with the MCG Board.
strategic direction of MCE and opportunities out with the Global Strategic Framework.
• Board minutes are the official record of Board consideration and approval of
The majority of operational decisions are the Global Strategic Framework.
action. Decisions and actions recorded in the
delegated to the Executive Director in line with
official minutes shall be considered as official Strategic Consideration and approval of Recommendations to the Board for formal strategic
her/his responsibilities for managing MCE in Partnerships formal strategic partnerships with partnerships with other organisations out with the MC
action of the Board.
accordance with the strategic, planning and other organisations. Network.
• Draft Minutes from the previous meeting of budgetary parameters and risk management
the Board will be presented at the succeeding strategy, as approved by the Board. Corporate Consideration and approval of Preparation of Corporate Plans and Annual Budgets
meeting for approval by the Board. Plans & the MCE’s Annual Budget and
• Additionally a written resolution approved by Budget Plans.
the Board (whether an ordinary or a special Variations to the approved Variations to the approved budget where the
resolution) shall be as valid and effective as budget where the variation would variation would not have a significant impact on the
if the same had been passed at a General have a significant impact on the overall approved levels of income and expenditure.
Meeting duly convened and held. For this overall approved levels of income (Significant – the lesser of £100K expenditure or the
purpose, the written resolution may be set out and expenditure. amount which reduces reserves to below the level set
in more than one document. by the policy and agreed by the Board)
SUBJECT RESERVED TO THE BOARD DELEGATED TO/
RESPONSIBILITY OF THE EXECUTIVE DIRECTOR
MERCY CORPS EUROPE COMMITTEES
Annual Report Approval of Annual Report and Drafting the Annual Report and Accounts for Board
& Accounts accounts. approval. The Board has five standing committees made up Joint Finance Committee (JFC)
Submission of returns derived from the Annual Report of Board Directors of MCE and MCG and other
and Accounts to Regulatory Agencies. independent individuals with relevant experience
The Joint Finance Committee (JFC) is chartered to
under specific terms of reference from the Board.
Corporate/ Determination and approval of To keep the Board informed of progress in achieving support the Mercy Corps’ Board of Directors in
These committees are:
Operational arrangements for performance performance objectives and to advise of any fulfilling their oversight responsibility with respect
Performance management and consideration significant variance from the approved Operating • The Joint Board Executive Committee to the financial stability, financial strategy and the
Management of regular monitoring reports. Plans and Budget. • The Joint Audit and Risk Committee long-term economic health of Mercy Corps.
Risk Approval of the MCE’s Risk To maintain the system of internal controls and • The Joint Finance Committee The JFC shall review the financial condition,
Management Management Strategy and assurance framework within MCE and to provide • The MCE Audit and Risk Committee policies, and practices of Mercy Corps and
consideration of reports of the the Board and A&RC with assurance on its on-going provide reports and recommendations with
• The Joint Board Development Committee
MCEARC. effectiveness. respect to these to the Joint Board Executive
Committee (JBEC) and as appropriate to the
Escalation of issues for consideration by the Board in Under section 41 of the Articles of Association,
Boards.
accordance with the MCE Risk Management Strategy. the Board may delegate any of their powers to a
Committee. See Appendix 12: Charter of the Joint Finance
HR Issues Appointment and remuneration All appointments and other HR issues. Committee (JFC).
of the Executive Director
Approval of significant changes Joint Board Executive
to overall HR strategy and Committee (JBEC)
policy, including staff terms and
conditions of employment. The JBEC shall exercise the full power of the
External Appointment of professional Recommendations to the Board for the appointment of Board of MCG and of the Board of MCE
Advisors advisors/firms professional advisors (including Bankers and Lawyers) in the management of each during periods
Audit Issues Appointment of the external Responsibility for management of relationships with of adjournment of the respective Boards as
auditors and approval of internal and external auditors. delegated to the JBEC by the respective Boards
changes to auditors’ overall terms and as detailed in Appendix 11 - Board and JBEC
To report to the MCEARC and the Board matters Scheme of Delegation.
of appointment. of significance arising from the work of appointed
Consideration of significant auditors. See Appendix 10: Joint Board Executive Committee
issues arising from the work of (JBEC) for more detail.
appointed auditors.
Receiving a full report from the
MCEARC at least annually
MCE The cycle of Board meetings, the Provision of an effective Secretariat.
Administration composition of Board agendas To make recommendations for the cycle of Board
and approval of minutes of Board meetings, and for the composition of agendas for
meetings. meetings.
To prepare draft minutes and maintain efficient overall
arrangements for the administration of the MCE.
To provide necessary support and resources for Board
Directors to maintain and develop their skills and
knowledge.
Policies for Board Approval
Board approved policies are organisational Policies should be reviewed regularly or when
policies typically required as a condition of Mercy significant changes to the organisational structure
Corps’ legal status or governance framework. occur.
They are approved by the Board following a
See Appendix 9: Policies Matrix.
review process by the relevant Committee and/or
the Executive Director and relevant stakeholders,
as necessary.
Joint Audit and Risk Mercy Corps Europe Audit and LEADERSHIP TEAM
Committee (JARC) Risk Committee (MCEARC)
In carrying out its duties the JARC works with and In carrying out its duties the MCEARC works with Executive Team European Senior Leadership
alongside the MCE Audit and Risk Committee and alongside the Mercy Corps Joint Audit and Team (ESLT)
(MCEARC). Risk Committee (JARC). The Executive Team (ET) is the highest management
and decision-making body in Mercy Corps. It
The JARC is chartered to support the Mercy Corps’ The MCEARC has delegated responsibility on The ESLT is the highest management decision-
ensures that the organisation is focused on and
Board of Directors in fulfilling their oversight behalf of the Board for: making body in Europe, working in close
mobilised around our global strategic priorities
responsibility to donors, potential donors, collaboration with the Executive Team
• Ensuring effective audit coverage. and annual goals and prepared for major
the NGO community and other stakeholders counterparts, who are responsible for the setting
• Examining and reviewing financial systems risks, opportunities and liabilities that impact
regarding Mercy Corps’ financial statements and of overall, global strategy. It reviews all critical
and methods of control within MCE. our overall mission and organisational success.
the financial reporting process. European management, operational and policy
It primarily focuses on the execution of Mercy
• Overseeing the Risk Management function for issues and major strategic initiatives on an on-
Specifically, the JARC will assist with: Corps’ Compass and the review of all critical
MCE. going basis and ensures that the team in Europe is
management, operational and policy issues that
• Ensuring the integrity of the Mercy Corps • Ensuring MCE is complying with all aspects of fully aligned around global strategic priorities and
arise, including final budget approval. It also
consolidated annual statements; the law, regulations and recommending good annual goals. It primarily focuses on the execution
reviews and adjusts all issues and initiatives that
• Compliance with legal and regulatory practice relating to its accounting and risk of the European strategic plan as well as keeping
require Board input and/or approval. The ET
requirements; management function. on top of the most critical organisational issues
meets monthly and is chaired by the CEO, who
that arise in relation to the efficient functioning
• The selection, engagement and dismissal of • Ensuring the integrity of the Mercy Corps is ultimately responsible for executive decisions.
of both MCE and MCNL. It also reviews and
Mercy Corps’ independent auditors; consolidated annual statements The ET currently includes:
fine tunes all issues and initiatives that require
• The performance of the Mercy Corps internal 1. Chief Executive Officer Board input and/or approval. The ESLT meets
audit function. See Appendix 15: Charter of MCE Audit and Risk monthly around an agenda focused on strategic
2. Executive Director – Mercy Corps Europe
See Appendix 13: Charter of the Joint Audit and Committee (MCEARC). issues that require collective discussion and input.
3. Chief Financial Officer
Risk Committee (JARC). It is chaired by the Executive Director (who is
4. General Legal Counsel ultimately responsible for the decisions taken
5. Chief People and Strategy Officer and also sits on the global Executive Team) and
The Joint Board Development 6. Chief Development and Marketing Officer consists of the departmental heads in Europe,
Committee 7. SVP Programs
along with select Directors based in Europe with
global functions that require close coordination
8. VP for Technical Leadership with European teams. The ESLT currently includes:
The Joint Development Committee is chartered
to provide assistance to the Board to fulfil their 9. VP for Innovation
1. Executive Director
responsibility for Mercy Corps’ fiscal health by 10. VP of Policy and Research
ensuring Mercy Corps has an effective private 2. Finance Director
resource development programme. 3. Director Compliance, Governance and Risk
4. Senior Director Programmes, Funding and
See Appendix 14: Charter of the Joint Board Operations
Development Committee
5. HR Director
6. Senior Director Policy and Advocacy
7. Manager - Executive Office
8. Director Mercy Corps Netherlands
9. Head of Media & Communications
10. Director Partnerships & Influence
Chief Executive Officer (CEO) MCE Executive Director APPENDICES
• MCG, MCE and MCNL shall appoint the same • The MCE Executive Director is appointed by
individual as Chief Executive Officer (CEO). the MCE Board subject to the approval of the
CEO. Appendix 1: Memorandum of Understanding between MCE and MCG
• The CEO serves ex officio with full voting
power on the Boards of MCG, and MCE and • The Executive Director is the principal manager Appendix 2: Memorandum of Understanding between MCNL, MCE and MCG
MCNL. of MCE and reports to the MCE Board and the
• The CEO will determine which officers shall CEO. Appendix 3: Governance Agreement between MCE and MCG
constitute the Executive Team. Members of the • The Executive Director is a member of
Executive Team can reside anywhere. the Executive Team which is the highest Appendix 4: Governance Agreement between MCE, MCG and MCNL
management and decision-making body in
Mercy Corps Global. Appendix 5: Memorandum and Articles of Association for MCE
Appendix 6: Board Charter
Appendix 7: Declaration of Interest Register Form
Appendix 8: Mercy Corps’ Gift Acceptance Policy
Appendix 9: Policies Matrix
Appendix 10: Joint Board Executive Committee (JBEC)
Appendix 11: Board and JBEC Scheme of Delegation
Appendix 12: Charter of the Joint Finance Committee (JFC)
Appendix 13: Charter of the Joint Audit and Risk Committee (JARC)
Appendix 14: Charter of the Joint Board Development Committee
Appendix 15: Charter of MCE Audit and Risk Committee (MCEARC)
CONTACT INFORMATION ABOUT MERCY CORPS
For business or operation matters, contact
the Chair or Executive Director.
Co-Chairs
Dr Nicholas Blazquez
Mercy Corps is a leading global organisation
Gisel Kordestani powered by the belief that a better world is
Tel: +44 (0)131 662 5160 possible. In disaster, in hardship, in more
than 40 countries around the world, we
Executive Director
Simon O’Connell
partner to put bold solutions into action —
Office: +44 (0)131 662 5160 helping people triumph over adversity and
Email: [email protected] build stronger communities from within.
Now, and for the future.
Office address and phone
Edinburgh: London:
Mercy Corps 96/3 Commercial Mercy Corps
Quay 2nd Floor, West Wind
Edinburgh, EH6 6LX The Hop Exchange
Scotland, United Kingdom 24 Southwark Street
Tel: +44 (0)131 662 5160 London, SE1 1TY
United Kingdom
Tel: +44 (0) 203 908 0170
Mercy Corp Europe
96/3 Commercial Quay
Edinburgh
EH6 6LX
Scotland, UK
mercycorps.org
THE COMPANIES ACTS 1985 TO 2006
COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
of
MERCY CORPS EUROPE

______________________________
Adopted by special resolution on 20th June 2019

COMPANIES ACTS 1985 TO 2006
COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
of
MERCY CORPS EUROPE

________________________________
PRELIMINARY
1. The regulations contained in Table C in The Companies (Tables A to F) Regulations 1985 and the
model articles under the Companies Act 2006 shall not apply to the Company.
In these presents, if not inconsistent with the subject or context, the words set out in the first
column of the table below shall bear the meanings set opposite to them respectively in the
second column thereof.
WORDS MEANINGS
The Act the Companies Act 1985 to 2006 and every other
Act for the time being in force concerning
companies and affecting the Company.
The 2005 Act The Charities and Trustee Investment (Scotland)

Act 2005.
The Board The Board of Directors for the time being of the
Company.
chairman of the meeting The person (normally one of the Co-chairs)

appointed to chair a General Meeting or a
meeting of the Board in accordance with Articles
11 and 39 respectively.
-3-
Co-chairs The Company Chair and the MCG Chair and Co-
chair shall mean either of one of them.
The Company Mercy Corps Europe.
Company Co-chair The co-chair of the Board appointed by the

directors of the Company in accordance with
Article 39.
Clear days In relation to a period of notice means that

period excluding the day when the notice is
given or deemed to be given and the day for
which it is to take effect.
Electronic means Communications addressed to specified

individuals by telephone, fax or e-mail or, in
relation to meetings, by telephone conference
call or video conference.
In writing Written or produced by any substitute for

writing, including by electronic means or partly
one and partly another.
Joint Board Executive Committee The Joint Board Executive Committee

established pursuant to Article 41.
Mercy Corps Global A Washington non-profit corporation having its

registered office at DWT Washington LLC, 1201
Third Avenue, Suite 220, Seattle, Washington
98101 a.
-4-
MCG Co-chair the co-chair of the Board appointed by the

directors of Mercy Corps Global.
Month Calendar month.
Office The Registered Office of the Company.
These presents these Articles of Association, as originally

formed, or as from time to time altered by
Special Resolution.
Seal the Common Seal of the Company.
The United Kingdom Great Britain and Northern Ireland.
Year Calendar year.
The expression "Secretary" shall include any person appointed in accordance with these
presents to carry out the duties of the Secretary, including a temporary or Assistant Secretary.
Any words importing the singular number only shall include the plural number and vice versa.
Words importing the masculine gender only shall include the feminine gender and words
importing persons shall include corporations.
Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the
subject or context, bear the same meaning in these presents.
MEMBERS
2. Each member of the Company shall be known as a “Member” and the term “Membership” shall
be construed accordingly. The number of Members of the Company shall not be less than two.
-5-
The Board shall keep a register of Members in terms of the Act, setting out the full name and
address of each Member, the date on which he was admitted to Membership, and the date on
which any person ceases to be a Member.
3. (a) The Members of the Company shall be such persons as serve from time to time on the
Joint Board Executive Committee.
(b) Membership shall not be transferable and shall cease:-

(i) on death; or
(ii) on the Member ceasing to be a member of the Joint Board Executive Committee.
GENERAL MEETINGS
4. An Annual General Meeting shall be held once in every calendar year, at such time and place as
may be determined by the Board. All other General Meetings shall be called General Meetings.
5. The Board may, whenever they think fit, and shall on requisition in accordance with the Act,
proceed to convene a General Meeting. A General Meeting may be held either in person or by
suitable electronic means agreed by the Members in which all participants may communicate
with all other participants.
6. An Annual General Meeting and any General Meeting shall be called by a minimum of fourteen
days' notice in writing at the least, exclusive in either case of the day on which the notice is
served or deemed to be served and of the day for which it is given. Provided that a General
Meeting shall, notwithstanding that it is called by shorter notice than as aforesaid, be deemed to
have been duly called if it is so agreed by a majority in number of the members having a right to
attend and vote at the meeting, being a majority together representing not less than 90 per cent
of the total voting rights at that meeting of all the members.
The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to
receive notice shall not invalidate the proceedings at any General Meeting.
-6-
7. Every notice calling a General Meeting shall specify the place and the day and hour of the
meeting and in the case of an Annual General Meeting shall also specify the meeting as such. If
other than routine business is to be transacted, the notice shall specify the general nature of
such business; and, if any resolution is to be proposed as a Special Resolution, the notice shall
contain a statement to that effect.
8. Routine business shall mean and include only business transacted at an Annual General Meeting
of the following classes, that is to say:-
(a) considering and adopting the balance sheet and income and expenditure account and
reports of the Board and the Auditors, and other related documents;
(b) appointing and fixing remuneration of the Auditors;
(c) appointing Directors of the Board in the place of those retiring.
PROCEEDINGS AT GENERAL MEETINGS
9. No business shall be transacted at any General Meeting unless a quorum is present in person or
by proxy when the meeting proceeds to business; save as herein otherwise provided or unless
otherwise determined by Annual General Meeting four in number of the members entitled to
receive notice of and vote at meetings present in person shall be a quorum three of whom must
be the members elected or appointed to the Joint Board Executive Committee in terms of
Article 41(b)(ii)(A) and (B) declaring that the said members elected or appointed to the Joint
Board Executive Committee in terms of Article 41(b)(ii)(A) and (B) must be in favour of any
resolution appointing Directors of the Board in place of those retiring in accordance with Article
8(c) put to the vote in terms of these presents.
10. If within half an hour from the time appointed for the meeting a quorum is not present the
meeting, if convened on the requisition of the members, shall be dissolved. In any other case it
shall stand adjourned to the same day in the next week at the same time and place, or to such
other day and at such other time and place as the Board may determine and if at the adjourned
meeting a quorum is not present within half an hour from the time appointed for the meeting
the members present shall be a quorum.
-7-
11. One of the Co-chairs shall preside as chairman at every General Meeting. Unless the Co-chairs
agree otherwise, if the Company Co-Chair is not present within fifteen minutes after the time
appointed for holding the meeting, the MCG Co-chair shall preside as chairman of the meeting.
If, at any meeting, neither Co-chair shall be present within fifteen minutes after the time
appointed for holding the meeting, the members present shall choose a Director to preside. If
at any meeting no Director is willing to act as chairman or, if no Director is present within fifteen
minutes after the time appointed for holding the meeting, the members present shall choose
one of their number to be chairman of the meeting.
12. The chairman of the meeting may with the consent of any meeting at which a quorum is present
(and shall if so directed by the meeting) adjourn the meeting from time to time and from place
to place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place. It shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting (except where the meeting has been adjourned for 30 days or more when notice of the
adjourned meeting shall be given as in the case of an original meeting).
13. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show
of hands unless a poll is (before or on the declaration of the result of the show of hands)
demanded by:-
(a) the chairman of the meeting; or
(b) not less than two members present in person or by proxy having the right to vote at the
meeting; or
(c) any member or members present in person or by proxy representing not less than one-
tenth of the total voting rights of all the members having the right to vote at the
meeting.
A demand for a poll may be withdrawn. Unless a poll be so demanded (and the demand be not
withdrawn) a declaration by the chairman of the meeting that a resolution has been carried, or
carried unanimously, or by a particular majority or lost, or not carried by a particular majority,
and an entry to that effect in the minute book shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded for or against such resolution.
-8-
14. If any votes shall be counted which ought not to have been counted, or might have been
rejected, the error shall not vitiate the resolution unless it be pointed out at the same meeting,
or at any adjournment thereof, and not in that case unless it shall, in the opinion of the
chairman of the meeting to be of sufficient magnitude to vitiate the resolution.
15. If a poll is duly demanded (and the demand is not withdrawn) it shall be taken in such manner as
the chairman of the meeting may direct, and the result of a poll shall be deemed to be the
resolution of the meeting at which the poll was demanded. The chairman of the meeting may
appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the
purpose of declaring the result of the poll.
16. In the case of an equality of votes at a general meeting, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at which the poll is
demanded shall be entitled to a second or casting vote.
17. A poll demanded on the election of the chairman of the meeting or on the question of
adjournment shall be taken forthwith. A poll demanded on any other question shall be taken
either immediately or at such time and place as the chairman of the meeting directs, and any
business other than that upon which the poll has been demanded may be proceeded with
pending the taking of the poll. No notice need be given of a poll not taken immediately.
18. Subject to the provisions of the Act, a written resolution (whether an ordinary or a special
resolution) shall be as valid and effective as if the same had been passed at a General Meeting
duly convened and held. For this purpose, the written resolution may be set out in more than
one document.
VOTES OF MEMBERS
19. Where in Scotland or elsewhere a curator bonis, trustee or receiver or other person (by
whatever name called) has been appointed by any court claiming jurisdiction in that behalf to
exercise powers with respect to the property or affairs of any member on the ground (however
-9-
formulated) of mental disorder, or incapacity the Board may in their absolute discretion, upon
or subject to production of such evidence of the appointment as the Board may require, permit
such curator bonis, trustee or receiver or other person on behalf of such member to vote in
person or by proxy at any General Meeting or to exercise any other right conferred by
membership in relation to meetings of the Company.
20. Every member shall have one vote except as otherwise provided in these presents. On a poll
votes may be given either personally or by proxy. On a show of hands, a member present only
by proxy shall have no vote but a proxy for a corporation may vote on a show of hands. A proxy
need not be a member of the Company.
21. An instrument appointing a proxy shall be in writing and (A) in the case of an individual, shall be
signed by the appointor or his attorney, and (B) in the case of a corporation shall be either under
its common seal or signed by its attorney or by an officer on its behalf. The Board may, but shall
not be bound to, require evidence of the authority of any such attorney or officer.
22. An instrument appointing a proxy must be left at the Office or such other place (if any) as is
specified for that purpose in the notice convening the meeting not less than forty-eight hours
before the time for holding the meeting or adjourned meeting (or, in the case of a poll, before
the time appointed for the taking of the poll) at which it is to be used and in default shall not be
treated as valid.
23. An instrument appointing a proxy may be in the usual common form, or in such other form as
the Board may accept, and shall be deemed to confer authority to demand or join in demanding
a poll. It need not be witnessed and shall, unless the contrary is stated thereon, be valid as well
for any adjournment of the meeting as for the meeting to which it relates.
24. A vote given by proxy shall be valid notwithstanding the previous death or insanity of the
principal or revocation of the proxy or of the authority under which the instrument of proxy was
executed, provided that no intimation in writing of such death, insanity or revocation shall have
been received by the Company at the Registered Office before the commencement of the
meeting or adjourned meeting or poll at which the vote is given.
- 10 -
THE BOARD
25. Until otherwise determined by a General Meeting, the number of Directors shall not be less
than six and not more than twenty.
26. The Board shall, subject to Article 25, comprise:-

(i) such persons as the Company may elect in terms of Article 8; and
(ii) the MCG Co-chair and the Chief Executive Officer of Mercy Corps Global as
members of the Board ex officio.
27. The Company may from time to time and at any time appoint any person as a Director either to
fill a casual vacancy or by way of addition to the Board, provided that (1) the prescribed
maximum is not thereby exceeded and (2) the said members elected or appointed to the Joint
Board Executive Committee in terms of Article 41(b)(ii)(A) and (B) must be in favour of any such
appointment. Any member so appointed shall retain his office only until the next Annual
General Meeting, but he shall then be eligible for re-election.
ROTATION OF MEMBERS OF THE BOARD
28. At each Annual General Meeting, one-third of the Directors (excluding Directors appointed
under Article 26(i)) for the time being, or if their number is not a multiple of three then the
number nearest to one-third, shall retire from office.
29. The Directors to retire shall be those who have been longest in office since their last election or
appointment declaring for the avoidance of doubt that, in calculating the length of time a
Director has been in office, regard shall be had to any length of time a Director was in office
before the date of adoption of these Articles. As between members of equal seniority, the
Directors to retire shall in the absence of agreement be selected from among them by lot. The
length of time a Director has been in office shall be computed from his last election or
appointment. A retiring Director of the Board shall be eligible for re-election.
- 11 -
30. The Company may, at the meeting at which a Director retires in manner aforesaid, fill up the
vacated office by electing a person thereto, and in default the retiring Director shall, if offering
himself for re-election, be deemed to have been re-elected, unless at such meeting it is
expressly resolved not to fill such vacated office, or unless a resolution for the re-election of
such Director shall have been put to the meeting and lost.
31. No person not being a Director retiring at the meeting shall, unless recommended by the Board
for election, be eligible for election to membership of the Board at any General Meeting, unless
within the prescribed time before the day appointed for the meeting there shall have been
given to the Secretary notice in writing, by some member duly qualified to be present and vote
at the meeting for which such notice is given, of his intention to propose such person for
election, and also notice in writing, signed by the person to be proposed, of his willingness to be
elected. The prescribed time above mentioned shall be such that, between the date when the
notice is served, or deemed to be served, and the day appointed for the meeting there shall be
not less than four nor more than twenty-eight intervening days.
32. The Company may, from time to time, in General Meeting increase or reduce the number of
Directors, and determine in what rotation such increase or reduced number shall go out of
office, and may make the appointments necessary for effecting any such increase.
33. The Company may by Ordinary Resolution, for which special notice is not required, remove any
Director before the expiration of his period of office, and may by an Ordinary Resolution appoint
another qualified member in his stead; but any person so appointed shall retain his office so
long only as the Director in whose place he is appointed would have held the same if he had not
been removed.
DISQUALIFICATION OF DIRECTORS
34. The office of a Director shall be vacated in any of the following events, namely:-
(a) if he resigns by notice in writing to the Company at the Office; or
(b) if he shall enter into an arrangement with his creditors or become apparently insolvent;
or
- 12 -
(c) if in Scotland or elsewhere an order shall be made by any court claiming jurisdiction in
that behalf on the ground (however formulated) of mental disorder for his detention or
for the appointment of a curator bonis or a receiver or other person (by whatever name
called) to exercise powers with respect to his property or affairs; or
(d) if he is prohibited by law from being a Director or ceases to hold office by virtue of any
provision of the Act or any statutory modification or re-enactment thereof or if he is
disqualified from acting as a charity trustee in terms of the 2005 Act; or
(e) if he is removed from office by resolution passed by a majority of 75% of the other
members of the Board on the ground that he is considered to have been in serious or
persistent breach of his duties under section 66(1) or (2) of the 2005 Act.
PROCEEDINGS OF THE BOARD
35. The Board may meet together for the despatch of business, adjourn and otherwise regulate
their meetings as they think fit. Questions arising at any meeting shall be determined by a
majority of votes, and in the case of an equality of votes the Company Co-chair (if present) shall
have a second or casting vote. If the Company Co-chair is not present the MCG Co-chair shall
have a second or casting vote.
36. Any Director may, and the Secretary on the requisition of a Director shall, at any time summon a
meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any
Director thereof for the time being absent from the United Kingdom.
37. The quorum necessary for the transaction of the business of the Board may be fixed by the
Board, and unless so fixed at any other number, shall be not less than four Directors. A meeting
of the Board at which a quorum is present shall be competent to exercise all powers and
discretions for the time being exercisable by the Board.
38. The continuing Directors may act notwithstanding any vacancies, but, if and so long as the
number of Directors is reduced below the minimum number fixed by or in accordance with
these presents, the continuing Directors may act for the purpose of filling up such vacancies or
of summoning General Meetings of the Company, but for no other purpose. If there be no
- 13 -
Director able or willing to act, then any two members of the Company may summon a General
Meeting for the purpose of appointing Directors.
39. The Board may elect a chairman from among their number and determine the period for which
he is to hold office. The chairman so appointed shall be the Company Co-chair. Unless
otherwise agreed between the Co-chairs, in the event that the Company Co-chair is not present
within fifteen minutes after the time appointed for holding a meeting of the Board, the MCG Co-
chair shall preside over the meeting. If neither the Company Co-chair nor the MCG Co-chair is
present within fifteen minutes after the time appointed for holding the meeting of the Board,
the Directors present may choose one of their number to be chairman of the meeting.
40. A resolution in writing signed by all the Directors shall be as effective as a resolution passed at a
meeting of the Board duly convened and held, and may consist of several documents in the like
form, each signed by one or more of the Directors.
41. (a) The Board may delegate any of their powers to any committee consisting of such
number of Directors and such other persons as the Directors shall at a meeting of Board think
fit; any committee so formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on them by the Board.
(b) (i) The Joint Board Executive Committee shall, subject to these presents, exercise
the powers of the Board in the dispatch of the business of the Company in furtherance
of a Governance Agreement entered into between the Company and Mercy Corps
Global. Any business relating solely to the Company shall be reserved to those members
of the Joint Board Executive Committee elected or appointed by the Company in sub-
paragraphs (ii)(A) and (B) of this Article.
(ii) The Joint Board Executive Committee shall consist of:-
(A) The Company Co-chair;
(B) Up to 2 Directors of the Company appointed by the Board;
(C) The MCG Co-chair and the Chief Executive Officer of Mercy Corps Global;
and
(D) Up to 4 Directors of, and appointed by, Mercy Corps Global.
- 14 -
(iii) Any proposed act of the Joint Board Executive Committee which requires
approval of the Board must be submitted to the Board for such approval at the
next meeting of the Board.
(iv) Members of the Joint Board Executive Committee shall be appointed for up to a
period of one year and shall thereafter be eligible for re-appointment.
(v) The quorum necessary for the transaction of the business of the Joint Board
Executive Committee shall be a majority of those elected or appointed to it.
(vi) The continuing members of the Joint Board Executive Committee may act
notwithstanding any vacancies, but, in the event that a vacancy arises, the Board
or Mercy Corps Global as the case may be shall use their best endeavours to fill
such a vacancy as soon as possible thereafter. All vacancies must be filled prior
to a General Meeting other than a General Meeting called for the purpose of
filling a vacancy.
42. The meetings and proceedings of any committee shall be governed by the provisions of these
presents regulating the meetings and proceedings of the Board so far as the same are applicable
and are not superseded by any regulations made by the Board. Provided that no resolution of
any committee shall be effective unless a majority of the members of the committee at the
meeting are Directors or unless such resolution is approved by the Board.
43. All acts done by any meeting of the Board or a committee thereof, or by any person acting as
the Board or as a member of a committee, shall as regards all persons dealing in good faith with
the Company, notwithstanding that there was some defect in the appointment or continuance
in office of any Director or member of a committee or person acting as such or that any such
member or person was disqualified or had vacated office or was not entitled to vote, be as valid
as if every such person had been duly appointed and was qualified and had continued to be a
Director or a member of a committee and had been entitled to vote.
44. Any one or more (including without limitation, all) of the Directors or the members of a
committee may participate in a meeting of the Board or such committee:-
(a) by suitable electronic means allowing all persons participating in the meeting to
communicate with all the other participants; or
- 15 -
(b) by a succession of telephone calls to Directors from a Co-chair of the meeting following
disclosure to them of all material points.
Participating by such means shall constitute presence in person at a meeting. Such meeting
shall be deemed to have occurred either (i) at the place where most of the Directors
participating are present or, if there is no such majority, (ii) at the place where the chairman of
the meeting is present.
CONFLICTS OF INTEREST
45 A Director shall be deemed to be a Conflicted Director in relation to a matter if:-

(a) the proposed transaction or arrangement under consideration by the Company is or
includes the provision of remuneration by the Company to that Director, or to a person
connected to him in terms of the 2005 Act, for services provided to or on behalf of the
Company;
(b) he has any other interest, direct or indirect (including but not limited to any personal
financial interest), in any proposed transaction or other arrangement under
consideration by the Company; or
(c) a person, firm, or limited company with whom or with which he is deemed to be
connected in terms of the Act has an interest, direct or indirect, (including but not
limited to any personal financial interest), in any proposed transaction or other
arrangement under consideration by the Company;
Unless:-
(i) the proposed transaction or arrangement is not one which falls within the scope of
Article 45 and is such that it cannot reasonably be regarded as likely to give rise to a
conflict of interest; or
(ii) the only benefit to him is the payment by the Company of a premium for indemnity
insurance for the Company; or
(iii) he is not aware of his interest, or he is not aware of the proposed transaction or
arrangement in question, and it is not a matter of which he ought reasonably to be
aware.
46 A Conflicted Director must declare the nature and extent of his interest, unless the other
- 16 -
Directors are already aware of it or ought reasonably to be aware of it. Such declaration must
be made before the proposed transaction or arrangement has been entered into by the
Company, or, where it relates to an existing transaction or arrangement, as soon as is
reasonably practicable, and must be made:-
(a) at a Directors’ meeting at or before the time discussion begins on the matter;
(b) by notice in writing to the other Directors in accordance with the Act; or
(c) by general notice in accordance with the Act.
If the declaration proves to be or becomes inaccurate or incomplete, a further declaration must
be made.
47 The Company shall maintain a Register of Interests which shall be reviewed at least annually and
updated as necessary, and which shall be open to inspection at any time by all Directors. Where
an interest has been entered in the Register of Interests, the other Directors shall be deemed to
be aware of it.
48 Subject to Articles 50 - 52, where a Director is a Conflicted Director, he must declare the nature
and extent of his interest in terms of Article 46 and the interest must then be dealt with as
follows:-
(a) Other than providing any information requested, the Conflicted Director must then take
no part in any discussions of the Directors, may be required by the Co-chair(s) to withdraw
from the meeting for that item, shall not be counted in the quorum for that part of the
meeting, and shall take no part in any vote on the matter;
or
(b) The non-conflicted Directors may then (if they form a quorum under Article 37 or 38 and
are satisfied that it is in the best interests of the Company to do so), by resolution passed
in the absence of the Conflicted Director, authorise the Conflicted Director to:-
(i) continue to participate in deliberations leading to the making of a decision and/or
to vote; or
(ii) disclose to a third party information confidential to the Company; or
(iii) take any other action not otherwise authorised which does not involve the receipt
by the Conflicted Director or a person connected to him of any payment or
material benefit from the Company; or
- 17 -
(iv) refrain from taking any action required to remove the conflict;
subject always to the terms of the 2005 Act and the Act.
49 For the purposes of Article 48, if a conflict of interest arises for a Director and there are
insufficient non-conflicted Directors of the Company to form a quorum to vote on the matter,
the quorum for the purpose of that decision only shall consist of all non-conflicted Directors of
the Company notwithstanding the terms of Article 37.
50 Subject to Article 51, all business transacted by a meeting of the Board, or by a committee of
Directors, shall be validly transacted notwithstanding the participation in any vote of a Director:-
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by these Articles to vacate office; or
(c) who was not entitled to vote or be counted in the quorum on the matter, whether by
reason of a conflict of interest or otherwise;
if without:-
(i) the vote of that Director; and
(ii) that Director being counted in the quorum;
the decision has been made by a majority of the Directors at a quorate meeting.
51 Article 50 does not permit a Conflicted Director or a connected person to keep any benefit that
may be conferred upon him by a resolution of the Directors or of a committee of Directors if,
but for Article 50, the resolution would have been void, or if the Conflicted Director has not
complied with Article 46.
52. The Members may, by ordinary resolution, suspend or relax to any extent (either generally or in
relation to any particular matter) the provisions of Articles 45 - 51, subject always to the 2005
Act and the Act.
POWERS OF THE BOARD
53. The business of the Company shall be managed by the Board who may pay all expenses incurred
in promoting and registering the Company, and may exercise all such powers of the Company as
- 18 -
are not, by the Act or by these presents, required to be exercised by the Company in general
meeting, subject nevertheless to the provisions of the Act or these presents and to such
regulation being not inconsistent with the aforesaid provisions as may be prescribed by the
Company in general meeting; but no regulation made by the Company in general meeting shall
invalidate any prior act of the Board which would have been valid if that regulation had not
been made.
54. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and
all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, in such manner as the Board shall from time to time by
resolution determine.
55. The Board shall cause minutes to be made in books provided for the purpose:-
(a) of all appointments of officers made by the Board;
(b) of the names of the Directors present at each meeting of the Board and of any
committee of the Board;
(c) of all resolutions and proceedings at all meetings of the Company, and of the Board and
of the committees of the Board.
SECRETARY
56. A Secretary may be appointed by the Board for such term, at such remuneration and upon such
conditions as they may think fit; and any Secretary so appointed may be removed by them.
57. A provision of the Act or these presents requiring or authorising a thing to be done by or to a
Director and the Secretary shall not be satisfied by its being done by or to the same person
acting both as a Director and as, or in place of, the Secretary.
THE SEAL
58. The Company shall not have a seal

- 19 -
ACCOUNTS
59. Accounting records sufficient to show and explain the Company’s transactions and otherwise
complying with the Act shall be kept at the Office, or at such other place within Scotland as the
Board thinks fit, and shall at all times be open to inspection by the Board. Subject as aforesaid
no member of the Company or other person shall have any right of inspecting any account or
book or document of the Company except as conferred by statute or ordered by a court of
competent jurisdiction or authorised by the Board.
60. The Board shall from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations the accounting records of the Company or any
of them shall be open to the inspection of members not being officers of the Company, and no
member (not being an officer) shall have any right of inspecting any accounting records or other
book or document of the Company except as conferred by statute or authorised by the Board or
by the Company in General Meeting.
61. Accounting records sufficient to show and explain the Company’s transactions and otherwise
complying with the Act and the 2005 Act shall be kept at the Registered Office, or at such other
place within Scotland as the Directors think fit, and shall at all times be open to inspection by the
Directors. Members and Directors shall be entitled to receive a copy of the Company’s annual
accounts and reports in accordance with section 423 of the Act not later than the end of the
period for filing accounts and reports, or, if earlier, the date on which the Company delivers its
accounts and reports to the registrar. Members of the public shall have the right to request and
receive a copy of the most recent statement of account of the Company where it is reasonably
requested in accordance with the 2005 Act. Subject to that, no Member of the Company or
other person shall have any right of inspecting any account or book or document of the
Company except as conferred by statute or ordered by a court of competent jurisdiction or
authorised by the Directors.
AUDIT
- 20 -
62. In accordance with the provisions of the Act once at least in every year the accounts of the
Company shall be examined and the correctness of the income and expenditure account and
balance sheet ascertained by one or more properly qualified Auditor or Auditors.
63. Auditors shall be appointed and the duties regulated in accordance with the provisions of the
Act, the Directors being treated for all purposes as the Directors mentioned in those provisions.
COMMUNICATIONS
64 Notices and other documents to be served on Members or Directors under these presents or
the Act may be served:
(a) by hand;
(b) by post; or
(c) by suitable electronic means.
65 The only address at which a Member is entitled to receive notices sent by post is an address in
the U.K. shown in the register of Members.
66 Any notice given in accordance with these presents is to be treated for all purposes as having
been received:
(a) 4 hours after being sent by electronic means or delivered by hand to the relevant
address;
(b) two clear days after being sent by first class post to that address;
(c) three clear days after being sent by second class or overseas post to that address;
(d) immediately on being handed to the recipient personally;
or, if earlier,
(e) as soon as the recipient acknowledges actual receipt.
67 A technical defect in service of which the Trustees are unaware at the time does not invalidate
decisions taken at a meeting.
- 21 -
INDEMNITY
68 Subject to the provisions of the Act and of these presents a Director, Auditor, Secretary or other
officer of the Company shall be entitled to be indemnified by the Company against all costs,
charges, losses, expenses and liabilities incurred by him in the execution and discharge of his
duties or in relation thereto, including any liability incurred by him in defending any proceedings
whether civil or criminal.
WINDING UP
69. Upon the winding up of the Company the provisions of clause VII of the Memorandum of
Company shall have effect and be observed as if the same were repeated in these presents.
MERCY CORPS EUROPE
Duties, Responsibilities & Liabilities of Board
Members
Mercy Corps’ expectations from The Companies Act 2006 sets out seven general duties
of directors, which are:
Board Members
1. To act within powers in accordance with the
Board members should:
company’s constitution and to use those powers
 Attend a minimum of 2 out of 3 Board meetings a only for the purposes for which they were conferred
year 2. To promote the success of the company for the
 Travel to the field benefit of its members
 Contribute financially to support the work of Mercy 3. To exercise independent judgement
Corps 4. To exercise reasonable care, skill and diligence
 Mercy Corps must be one of the Board members’ 5. To avoid conflicts of interest
top three non-professional activities 6. Not to accept benefits from third parties
 Bring a fair and open minded view to all discussions 7. To declare an interest in a proposed transaction or
of the Board and ensure that all decisions are made arrangement.
in the charity’s best interests
In addition, MCE is a Charity registered in Scotland and
as such the Board members must ensure that MCE
complies with the terms of the Charities and Trustee
The Role of the Board
Investment (Scotland) Act 2005. It is regulated by the
The Board’s role is to: Office of the Scottish Charity Regulator (OSCR).
 Ensure the charity adheres to its charitable
purposes and mission
 Ensure the charity adheres to the terms of the Responsibilities of the Board
Governance Arrangement (GA) with MCG The Board must familiarise themselves with the Objects
 Decide on major directions and policies, in of MCE contained in the Memorandum of Association,
conjunction with the MCG Board as applicable the Articles and the terms of the GA with MCG. They
 Provide accountability and ensure proper must administer MCE in accordance with these
management documents.
 Contribute advice and assistance, according to
individual member’s experience The Board must meet as often as is necessary for the
 Respect the role of any staff proper administration of MCE.
The Board must ensure the information about the

Duties extent and location of the assets of MCE is kept up to
Statutory Duties date, and is able to access it.
Directors need to be aware that they are personally
subject to statutory duties in their capacity as directors. The Board has power to appoint a Joint Board
In addition, the company as a separate legal entity is Executive Committee to carry out tasks on their behalf
subject to statutory controls and the directors are but cannot delegate the overall administration and
responsible for ensuring that the company complies direction of MCE.
with such statutory controls.
The Board should take advice from qualified persons
where they do not have the appropriate skills but must
reach their own decisions in the light of advice
provided.
The Board must consider the arrangements for the Board Membership & Terms of
deposit of cash and whether it should invest surplus
funds. It may appoint a Finance Committee to action its Appointment
investment policy and to keep the investments under The Board consists of up to 20 members. The number
review. The Board must take advice from a properly of the Board may be varied but not reduced below 6
qualified investment adviser, must consider the advice unless otherwise determined by an AGM.
given, but may not substitute its own investment
selection. At each AGM one third of the elected Board shall retire
but all retiring members are eligible for re-election. The
The Board are responsible for the financial stewardship longest in office shall retire first, or in the case of an
and stability of MCE. To ensure this they have to equality of period of service, those to retire shall be
establish a robust risk management process and selected by lot.
formulate a reserves policy.
With the exception of the Chairman, Board Members
Board Members must not act in any way which brings should normally retire and not seek re-election after six
their personal interests into conflict of those of MCE, years’ service unless the Board determines otherwise.
nor can they benefit personally from their Directorship.
They are, however, entitled to reasonable out of pocket
expenses.
The Board must adhere to the general law which affects

the conduct of the administration such as employment,
health and safety, human rights, etc.
Liabilities
Directors may incur personal liability, both civil and
criminal, for their acts or omissions in directing the
company.
Any breach of the duties will be treated as misconduct

in the administration of the charity, entitling OSCR to
invoke its powers under Section 31 of the 2005 Act.
These include power to suspend the Board Members,
to direct the charity to cease representing itself as a
charity or as a Scottish charity, to restrict the
transactions which may be entered into, or the nature or
amount of payments which may be made in the
administration of the charity without OSCR’s consent,
and to direct any third party holding property on behalf
of the charity not to part with it without OSCR’s consent.
OSCR is under a general duty to act proportionately in

performing its regulatory function; any action OSCR
may take must be proportionate to the misconduct
concerned. OSCR cannot suspend a Board Member
under these powers if it considers the Board Member
has acted honestly and reasonably in relation to the
misconduct and ought fairly to be excused.
Where there has been a breach of any of these duties,

the Board Member must take whatever steps are
reasonably practicable to ensure that the breach of duty
is corrected and not repeated. Any Board Member who
has been in serious or persistent breach of the duty
should resign, or will be removed from his/her position
at a general meeting.
DECLARATION OF INTERESTS (ANNUAL RETURN)
This form is used to comply with Mercy Corps Europe’s Board of Directors’ CODE
OF CONDUCT and REGISTER OF INTERESTS. Please read notes overleaf before
completing.
Interest Position Date(s)
NAME:
SIGNED:
DATE:
This form must be updated as necessary, signed, dated, and sent to:
[email protected]
MERCY CORPS EUROPE
CODE OF CONDUCT
Declaration of Interests Notes
 This Policy applies to all Mercy Corps Europe team members, Board
Directors, volunteer assessors, advisors, consultants, contract staff, members
of associated advisory panels or groups and any other persons directly
involved in the pursuance of Charity business.
 Conflicts of Interest may arise where an individual’s personal or family interest

and/or loyalties could be perceived to conflict with those of the Charity. It
could also arise where an individual’s personal or family interest could be
seen to benefit from any decision made by the Charity.
 The aim of this policy is to protect both the organisation and the individuals
involved from any appearance of impropriety.
 Every person involved with the Charity should complete the Declaration of
Interests Form and submit it to MCE. Individuals should declare any (and all)
interests they or their immediate family have that has either a direct impact on
the work of the Charity or could be seen to benefit from any action taken by
the Charity. This would include (but not be limited to) their employment, any
directorships, memberships of organisations, appointments on governing
bodies, and / or involvement with other charitable or voluntary organisations.
 It is the responsibility for each individual to declare an interest and to keep

this up-to-date.
Nick Blazquez
Chairman
Mercy Corps Europe
Company Registration No: 208829

Registered Charity No: SCO30289
MERCY CORPS
GIFT ACCEPTANCE POLICIES AND GUIDELINES
Mercy Corps encourages the solicitation and acceptance of gifts for purposes that will further and
fulfill its charitable mission. The following policies and guidelines govern acceptance of gifts made
to Mercy Corps or for the benefit of any of its programs.
Mercy Corps’ mission is to alleviate suffering, poverty, and oppression by helping people build
secure, productive, and just communities. Mercy Corps is a charitable organization qualified under
the Internal Revenue Code under Section 501(c)3 and classified as a public charity within the
meaning of Sections 509(a)(1) of the Code.
I. PURPOSE OF POLICIES AND GUIDELINES
1.1 In General.
Mercy Corps solicits current and deferred gifts from individuals, organizations,
corporations, and foundations to secure the future growth and mission of Mercy
Corps. It is the purpose of these policies and guidelines to govern the acceptance of
gifts by Mercy Corps. The provisions of these policies shall apply to all gifts
received by Mercy Corps.
1.2 Authority of the Board.

These policies and guidelines set out the decisions and actions relating to gift
acceptance which require approval of the Board of Directors of Mercy Corps (the
“Board”). The Board may, at any time, by resolution, delegate any portion or all of
its authority under this document to any board committee that is duly formed in
accordance with the Bylaws, or to any individual provided such delegation is
consistent with the Bylaws. The Board hereby delegates authority for the Gift
Acceptance Policies and Guidelines to the Development Committee.
1.3 Emphasis on Integrity and Donor Confidence.

The Board of Mercy Corps views donor confidence, integrity and fiscal
accountability as central to Mercy Corps’ mission. At all times, Mercy Corps’
directors and other representatives shall interpret and implement these gift
acceptance policies and guidelines in a manner that is consistent with these
principles.
1.4 Confidentiality.
All information concerning donors, including but not limited to names, addresses,
phone and fax numbers, email addresses, amount of gift, identity of beneficiaries,
and financial and tax information, shall be kept strictly confidential by Mercy Corps,
its staff, agents and volunteers, unless permission is granted by the donor to release
such information, or if disclosure is required by law or court order.
Board Approved 29 June 2016

Page 1 of 34
II. STANDARD OF CONDUCT WITH DONORS
2.1 Donor Advice.

Under no circumstance shall Mercy Corps provide legal or financial advice to
prospective donors. Prospective donors shall be strongly urged to seek the
assistance of personal legal and financial advisors in matters relating to their gifts
and the resulting tax and estate planning consequences. In all instances, it shall be
the donor’s responsibility to obtain, and bear the costs of, independent legal and
financial advisors. Mercy Corps shall not act as a personal consultant or tax advisor
to any donor.
2.2 Donor Recognition.

Mercy Corps may agree to recognize the donor publicly for his or her contribution,
including issuing press releases or recognizing donors in Mercy Corps publications.
When appropriate, the staff will coordinate naming opportunities. Mercy Corps will
use its best efforts to honor a donor’s wishes to remain anonymous so long as Mercy
Corps may secure and disclose donor information as is required by the Internal
Revenue Service (IRS); or by law or court order.
III. REVIEW AND ACCEPTANCE GUIDELINES
3.1 MC Representative Review and Acceptance.

All unrestricted gifts of cash, charitable gift annuities, digital currency, and publicly
traded securities may be accepted by an authorized Mercy Corps representative
without additional approval. In addition, all gifts with use restrictions as described in
Section 4.1 herein may also be accepted by an authorized Mercy Corps
representative without additional approval.
3.2 Gift Acceptance Committee Review and Approval.

A Gift Acceptance Committee shall be comprised of the Chief Financial Officer, the
Chief Development and Marketing Officer, and the General Counsel or his delegee.
A member of the Committee who is not available for a meeting where action is
required may delegate authority to another staff member in the same department.
The Gift Acceptance Committee must approve any of the following types of gifts:
a. Acceptance of gifts of closely held stock transfers or gifts involving legally
restricted publicly traded stock;
b. Acceptance of gifts involving tangible personal property, including, but not
limited to, airplanes, boats, automobiles, or art work whether or not they will
be used for Mercy Corps’ charitable purposes or sold;
c. Acceptance of intellectual property and royalties;
d. Acceptance of real estate interests;
e. Acceptance of a remainder interest in a charitable remainder trust or an
income interest in a charitable lead trust;
f. Execution of documents naming Mercy Corps as Trustee;

Page 2 of 34
g. Acceptance of gifts involving contracts, such as insurance policies, bargain
sales or other documents, which require Mercy Corps to assume an
obligation;
h. Execution of transactions with potential conflicts of interest; and
i. Acceptance of permanently restricted/endowment gifts.
3.3 Material Aid/Gifts In Kind For Field Program Distribution.

The Senior Material Aid Officer or other authorized Mercy Corps material aid
representative(s) as designated by the Senior Material Aid Officer may accept any
material aid for the purpose of field program distribution in accordance with the
Material Aid: Acceptance and Management Policy for Material Aid Donations
attached as Exhibit A. In order to ensure compliance with the Material Aid:
Acceptance and Management Policy for Material Aid, the Senior Material Aid
Officer must be notified of any prospective material aid donations before said
donations are received or programming planned.
IV. RESTRICTIONS ON GIFTS
4.1 Unrestricted Gifts and Gifts with Restrictions on Use.

An authorized Mercy Corps representative may accept unrestricted gifts of cash,
digital currency, and publicly traded securities, and gifts of cash, digital currency,
and publicly traded securities for specific programs and purposes, provided that such
gifts are consistent with Mercy Corps’ stated mission, purposes, and priorities. A
Standard Gift Agreement for unrestricted and use-restricted gifts is attached as
Exhibit B.
Mercy Corps will not accept gifts that are designated for a particular individual or
are unduly restrictive in purpose. Gifts that are unduly restrictive in purpose are
those that violate Mercy Corps’ Articles of Incorporation, gifts that are too difficult
to administer, or gifts that are for purposes outside the mission of Mercy Corps.
4.2 Funds Held in Perpetuity.

All gifts designated as perpetual, endowed or permanently restricted will be
carefully considered by the Gift Acceptance Committee before acceptance. If a gift
is accepted for endowment, its purpose shall be clearly established in writing and the
fund managed in accordance with the Uniform Prudent Management of Institutional
Funds Act. (UPMIFA).
4.3 Unrestricted Bequests

Unless otherwise directed by the Board of Directors of Mercy Corps, all unrestricted
bequests will be managed through the Mercy Corps Board Designated Endowment
Fund as outlined in the Board Resolution of January 13, 2012, attached as Exhibit C.
The Mercy Corps Board Designated Endowment Fund was amended February 21,
2017 and is now known as the Mercy Corps Board Designated Fund; resolution
attached as Exhibit D.

Page 3 of 34
V. CONSIDERATIONS FOR ACCEPTANCE OF CERTAIN GIFTS
5.1 Cash.
Cash is acceptable in any form. Checks shall be made payable to Mercy Corps.
5.2 Tangible Personal Property.

All gifts of tangible personal property shall be examined in light of, but not limited
to, the following criteria:
a. Whether the gift is consistent with and/or furthers Mercy Corps’ mission;
b. Marketability of property;
c. Presence of restrictions on use, display, or sale of the property;
d. Carrying costs for property, including insurance and storage costs; and
e. Applicable IRS reporting requirements with respect to the acceptance or sale
of such donated property, if any.
The Gift Acceptance Committee or its delegates shall complete and review the
Tangible Property Information Worksheet attached as Exhibit E.
5.3 Securities.
a. Publicly Traded Securities. Publicly traded securities, defined as securities
traded on a recognized national exchange in the United States (e.g., NYSE,
NASDAQ), may be transferred to Mercy Corps’ primary brokerage account
or as needed an account maintained at one or more brokerage firms or
delivered physically to Mercy Corps with the transferor's signature or stock
power attached. Acceptance of any publicly traded securities that are
restricted by applicable securities laws must be approved in accordance with
Section 3.2.
b. Closely Held Securities. Closely held securities (including debt and equity
positions in non-publicly traded companies, interests in LLPs and LLCs or
other ownership forms) may be accepted subject to Section 3.2. Prior to
acceptance, the Gift Acceptance Committee must determine that:
i. There are no restrictions on the security that would prevent Mercy
Corps from ultimately converting those assets to cash;
ii. The security is marketable; and
iii. The security will not generate any undesirable tax consequences for
Mercy Corps.
Every effort will be made to sell closely held securities as quickly as possible.
5.4 Real Estate.

Gifts of real estate can include personal residences, rental properties, office
buildings, undeveloped land, agricultural properties and timberland. Such gifts may
be an outright donation of the entire property (fee simple gift), a reduced price sale
of the property (bargain sale agreement), or a remainder interest in real property. See
Section VI for further information on gift vehicles other than a fee simple gift of
property.

Page 4 of 34
Regardless of the gift vehicle used, all potential gifts of real property must be
carefully scrutinized before being accepted by Mercy Corps. Information gathered
on each property shall be provided to the Gift Acceptance Committee as outlined.
a. Preliminary Information. The Real Estate: Property Gift Information

Worksheet attached as Exhibit F shall be prepared on every potential real
property gift to Mercy Corps. This worksheet will provide the information
used by the Gift Acceptance Committee to evaluate whether to accept the
property. This worksheet will include information from various sources,
including the donor, a site visit and public records.
b. Site Examination. Before any real property can be accepted by Mercy

Corps, the site must be thoroughly inspected by an authorized Mercy Corps
representative or consultant, who shall be responsible for completing the
Property Gift Information Worksheet. The primary purpose of the site
inspection is to determine if there are any obvious, unacceptable financial,
legal, environmental, marketing or public relations risks associated with
acceptance of the gift.
c. Environmental Issues. Environmental and hazardous waste issues can

present serious problems to the owner of a property. Before Mercy Corps
joins the chain of title, it is important to ensure there is very little
environmental risk, or the environmental risk that is present can be easily
remediated by the donor prior to donation. Therefore, the prospective
donor(s) will be asked to complete and sign a Real Estate: Property and
Environmental Checklist, attached as Exhibit G. Additionally, a Phase I
Environmental Assessment report is required for each property before
acceptance.
Depending on the outcome of the Phase I Environmental Assessment report,

a Phase II Environmental Assessment report may be required. The donor
must provide written consent to these reports before they are conducted.
d. Indebtedness. Accepting and holding properties subject to a mortgage is

likely to involve Mercy Corps in unrelated business activity, thereby raising
the issue of unrelated business income tax liability. Mercy Corps will
consider properties subject to a mortgage on a case-by-case basis only.
e. Marketability and Holding Costs. The marketability of a property must be

considered before a gift is accepted. Discussions with local real estate agents,
planners and others will help in determining the property’s marketability.
The costs associated with holding real property may include: property taxes,
insurance, mortgage payments, maintenance, unrelated business income tax
for income-producing properties, rent collection for income-producing
properties and association or membership fees. A thorough analysis of these
costs should be performed before accepting the property.

Page 5 of 34
f. Written Proposal to the Donor. A written proposal should be delivered to
the donor as soon as possible after the site evaluation to articulate the process
for moving forward. The proposal should include:
i. assumptions about the donor and the property;
ii. purpose or program that will benefit from the gift;
iii. need for the donor to obtain an independent appraisal;
iv. discussion of IRS reporting requirements (Form 8283);
v. recommendation that the donor review the proposal with his/her legal
and tax advisors; and
vi. explanation that the acceptance of the gift requires preapproval by the
Gift Acceptance Committee.
g. Disposition of Property. The policy is to sell all gifts of real property as

soon as advantageous. Managing real property over extended periods of
time can be expensive and presents additional liability to Mercy Corps.
The Gift Acceptance Committee or its delegate(s) must secure and consider
at least three bids for representation from realtors or brokers before selecting
the agent to represent Mercy Corps in the sale of donated real estate.
The donor may assist in locating a buyer, but under no circumstances should
the donor establish a marketing or sales agreement with a real estate agent,
nor should the donor have a signed sales agreement on the property. If such
an agreement were in place, it would jeopardize the donor’s tax deduction.
h. Expenses and Proceeds. All direct expenses related to outright gifts of real
property will be charged against the sale proceeds, and the net proceeds will
benefit the gift purpose stated by the donor.
i. Insurance. Liability and property insurance must be maintained on all

properties donated to Mercy Corps.
5.5 Donation of Life Insurance Policies.

Mercy Corps may be named as a beneficiary or contingent beneficiary of a life
insurance policy. Mercy Corps may accept the donation of whole life insurance
policies only; term policies may not be accepted. Mercy Corps shall not be named
as an irrevocable owner of a life insurance policy. No start up life insurance
programs will be accepted. Typically, Mercy Corps will not accept life insurance
gifts where the donor(s) must contribute future premium payments in order to
maintain the policy’s viability.
5.6 Intellectual Property Rights.

Mercy Corps will consider gifts of intellectual property rights, which include
royalties, patents, copyrights, contract rights or other similar interests. It is
important that the donor and Mercy Corps be aware of potential tax ramifications
of accepting/donating such gifts. As provided in Section 2.1, all prospective donors
should be strongly urged to seek the assistance of personal legal and financial
advisors in matters relating to their gifts.

Page 6 of 34
5.7 Digital Currency
Digital Currency (or cryptocurrency), may be transferred to Mercy Corps’ primary
payment service provider (PSP), BitPay. The PSP has a standing order to
immediately liquidate to USD and deposit the proceeds into Mercy Corps’ accounts.
Mercy Corps receives a copy of the transaction documentation which includes donor
information sufficient to meet the needs of Know Your Customer requirements.
VI. ADDITIONAL CONSIDERATIONS REGARDING CERTAIN GIFT VEHICLES
6.1 Remainder Interest in Real Property.

Mercy Corps may accept a remainder interest in a personal residence, farm,
commercial property or vacation property subject to Section V. The life tenant or
other person with a beneficial interest in the property may continue to occupy the
real property until the expiration of his/her interest (e.g., death of the life tenant, or
expiration of a stated term of years). At the expiration of all prior interests, Mercy
Corps may use the property or reduce it to cash. Where Mercy Corps receives a gift
of a retained life estate interest, Mercy Corps shall not be liable for any expenses for
maintenance, real estate taxes, and any property indebtedness prior to the time at
which Mercy Corps takes title to the property.
6.2 Bargain Sales.

Mercy Corps may enter into a bargain sale arrangement in which the transaction
furthers the mission and purposes of Mercy Corps. A bargain sale is a transaction in
which a seller conveys property to Mercy Corps for a price that is less than the
property’s fair market value, as determined by an independent appraiser, with the
intent to donate the amount represented by the excess of the fair market value over
the purchase price as a contribution to Mercy Corps. The Gift Acceptance
Committee must approve, in advance, all bargain sales. In addition to the steps
listed in Section 5.4, prior to acceptance of a bargain sale, Mercy Corps shall:
a. Obtain an independent appraisal (in addition to any appraisal obtained by the
donor) substantiating the value of the property; and
b. Confirm that the debt ratio on the property, if any, is less than 50% of the
appraised market value.
6.3 Charitable Remainder Trusts.

Mercy Corps may accept a designation as remainder beneficiary of a charitable
remainder trust (CRT) with approval of the Gift Acceptance Committee as provided
in Section 3.2.
CRTs are irrevocable, separately administered trusts, established by the donor. Trust
payments are made to the donor or other named beneficiaries for life or a term of
years. At the end of the stated trust term, the remaining assets are distributed to one
or more charities.
CRTs are separate legal entities outside the control of the donor and Mercy Corps.
The trustee of the trust determines how the trust is invested, distributes payments to

Page 7 of 34
the beneficiaries, prepares the trust tax returns and K-1s, and otherwise manages the
trust on a day-to-day basis. There is liability involved when serving as trustee.
Additionally, there is an inherent conflict of interest between the roles of a charity
when serving as trustee and also receiving payments as a remainder beneficiary.
Because of this inherent conflict, Mercy Corps will not serve as trustee or co-trustee
of a CRT, but may assist the donor in finding a suitable trustee (bank, trust company,
or the donor) to manage the CRT.
6.4 Charitable Lead Trusts (CLT).

Mercy Corps may accept a designation as income beneficiary of a charitable lead
trust with the approval of the Gift Acceptance Committee as provided in Section 3.2.
In many ways, the charitable lead trust is the opposite of the CRT. A charitable lead
trust pays income to a charity for a term of years. At the end of the trust term, the
trust assets revert to the donor, the donor’s estate or other beneficiaries named in
the trust document.
Mercy Corps will not serve as trustee or co-trustee of a CLT. However, Mercy
Corps may work with a donor or prospective donor to establish a charitable lead
trust that will provide a current income stream to Mercy Corps, and may assist the
donor in finding a suitable trustee (bank, trust company, or the donor) to manage the
CLT.
6.5 Retirement Plan Beneficiary Designations.

Donors and supporters of Mercy Corps are encouraged to name Mercy Corps as
beneficiary of their retirement plans.
6.6 Bequests.
Donors and supporters of Mercy Corps may make bequests to Mercy Corps under
their wills and trusts. Mercy Corps staff may provide donors with sample bequest
language and strongly encourage donors to seek independent legal counsel. Most
bequests received by Mercy Corps are unrestricted. In cases in which the donor
wishes to support a specific Mercy Corps program, the gift officer managing the
relationship will provide the donor with the recommended language after consulting
with the Chief Development and Marketing Officer or Mercy Corps General
Counsel.
In some cases, it may be best for Mercy Corps to disclaim a bequest or trust
distribution. Valid reasons for disclaiming include but are not limited to:
inappropriate or unfulfillable restrictions on use of funds; lack of liquidity, lack of
marketability, holding costs, environmental issues, liability and public relations
issues.
If the bequest involves securities, digital currency, real estate, or personal property,
Mercy Corps will follow the appropriate policies for those items. Sample bequest
language is attached as Exhibit H.

Page 8 of 34
Mercy Corps will not serve as personal representative of an estate, including
estates in which it is named as a beneficiary. Mercy Corps may refer the donor to
a list of trust officers to serve in that capacity.
6.7 Charitable and Deferred Gift Annuities.

Mercy Corps currently offers charitable gift annuities to donors typically over the
age of 70 in states where we are compliant with state regulations. A charitable gift
annuity shall have an annuity rate no higher than the rate suggested by the
American Council on Gift Annuities at the time the gift is funded. Current and
deferred charitable gift annuities may be established with at least $10,000. Under
IRS regulations, there may be no more than two annuitants. Deferred charitable gift
annuities are typically offered to beneficiaries over the age of 60 and will be
considered on a case by case basis.
6.8 Revocable Trust Agreements.

Mercy Corps encourages its donors to name the organization as a beneficiary of all
or a portion of a revocable trust agreement. However, Mercy Corps will not serve
as trustee of a revocable trust agreement and will instead encourage the donor to
seek legal advice.
VII. TAX COMPLIANCE RESPONSIBILITIES
7.1 Securing Appraisals for Gifts to Mercy Corps

In cases where the donor is required under the tax law to obtain a qualified
appraisal in order to substantiate the donor’s charitable contribution deduction with
respect to a gift made to Mercy Corps, it shall be the responsibility of the donor to
secure and pay all fees for the appraisal.
The donor is responsible for determining whether an appraisal is required.
7.2 Gift Acknowledgement and Compliance with IRS Reporting Rules

Acknowledgement of all gifts made to Mercy Corps and compliance with the
current IRS requirements in acknowledgement of such gifts shall be the
responsibility of Mercy Corps. The relevant IRS publications outlining such
requirements will be followed.
The Resource Development Department of Mercy Corps will be responsible for

ensuring that Mercy Corps properly complies with the IRS filing requirements
upon Mercy Corps’ sale or disposition of any gift that it sells within two years of
receipt where the charitable deduction taken for the gift was $5,000 or more. The
Resource Development Department of Mercy Corps will also ensure that Mercy
Corps complies with all IRS disclosure and donor acknowledgement requirements
with respect to gifts of patents, other similar intellectual property, automobiles,
boats and planes.

Page 9 of 34
VIII. AMENDMENTS/DEVIATIONS
These policies and guidelines have been reviewed and adopted by the Board. The Board
must approve any amendments to or deviations from these policies.
Approved by the Joint Board Executive Committee on June 9, 2016

Approved by the Mercy Corps Board of Directors on June 29, 2016

Page 10 of 34
EXHIBITS
EXHIBIT A Material Aid: Acceptance and Management Policy for Material Aid Donations
EXHIBIT B Standard Gift Agreement
EXHIBIT C Board Resolution establishing a Board-Designated Fund for Unrestricted Bequests,
January 13, 2012
EXHIBIT D Joint Board Executive Committee Resolution continuing the Board Designated Fund
February 21, 2017
EXHIBIT E Tangible Personal Property Information Worksheet
EXHIBIT F Real Estate: Property Gift Information Worksheet
EXHIBIT G Real Estate: Property and Environmental Check List
EXHIBIT H Bequest Language

Page 11 of 34
EXHIBIT A
Acceptance and Management Policy for Material Aid Donations1
1. All donations of materials must contribute to the mission, purpose, and program objectives of Mercy
Corps.
2. Mercy Corps has a fiduciary and ethical obligation to donors and partner communities to properly
control, manage, monitor, and document donated resources.
a. All Mercy Corps material aid projects must comply with the specific project management
protocol that has been established for design, implementation, management, and
documentation of material aid projects2,
b. Donated materials must be clearly associated with an identified programmatic need,
c. “Match” and other financially-motivated project objectives are not satisfactory reasons to
establish and perform a material-aid project. The same is true for those projects primarily
intended to foster and enhance relationships with institutional, government, or corporate
entities,
d. Material aid projects generally require significantly more investment, resources, and
programming capacity than most project designers and implementers realize at the outset of
a proposed project. Teams are strongly encouraged to identify these resources and to be
certain, before undertaking a project, that adequate capacity is present and available.
Assessment and identification of these resources will be a key part of the project proposal
and management process. Absence of adequate resources will be among the potential
reasons for rejection of a proposed material aid project.
3. Materials will be used by Mercy Corps staff, and/or be distributed directly to beneficiaries by Mercy
Corps staff. Projects that transfer materials to other entities are subject to significantly higher
management overhead3, and are therefore not acceptable.
4. The cost of distributing and properly managing donated materials should be balanced by, and should
not outweigh, their financial and strategic values. An analysis of these values will be made for each
proposed project, and will be a key part of the project review process.
5. Estimation of the financial value of donated materials, and the recording and documentation of these
values on Mercy Corps financial records, will be performed by the Mercy Corps Accounting
Department, subject to the guidance of generally accepted accounting principles and IRS
regulations, with additional input provided by the Mercy Corps Legal Department.
1
“Material aid donation” refers to donated non-food items, per lot. Materials acquired through purchase will generally
not be subject to this policy. Purchases that do involve a substantial, legitimate, donation component may be subject to
this policy, but these will always be subjected to careful analysis to be certain that accounting for them as “donations”
is appropriate.
2
A summary and description of the material aid project-management process can be found on the MC Digital Library.
See file titled: Material Aid Project 1: Project Management Process Summary.
3
Subject to Mercy Corps-IRS Agreement (attached) dated November 30, 2011, specifying extensive management
criteria for distributions to third-party “foreign recipients.”
Update: December 15, 2011

Page 12 of 34
EXHIBIT A.2 – IRS 11.30.2011
page1

Page 13 of 34
EXHIBIT A.2 – IRS 11.30.2011
page 2

Page 14 of 34
EXHIBIT A.2 – IRS 11.30.2011
page 3

Page 15 of 34
EXHIBIT A.2 – IRS 11.30.2011
page 4

Page 16 of 34
EXHIBIT A.2 – IRS 11.30.2011
page 5

Page 17 of 34
EXHIBIT A.2 – IRS 11.30.2011
page 6

Page 18 of 34
EXHIBIT B
MERCY CORPS STANDARD GIFT AGREEMENT
I, [name of donor], hereby transfer as a gift to Mercy Corps all my right, title and interest
in [state amount of cash or describe, but do not value, any property transferred].
[If gift is unrestricted as to use] This gift is unrestricted, to be used by Mercy Corps for
its charitable purposes in such manner as Mercy Corps shall, in its discretion, determine.
[If gift is restricted as to use] This gift must be used to support _________________, as
Mercy Corps’ Board of Directors may determine.
[If donor receives no benefits in return] On behalf of Mercy Corps, I acknowledge and
thank you for your generous gift of [state amount of cash, or describe, but do not value, the
property contributed] received on _______________, 2__. Mercy Corps has received an IRS
determination letter of qualification under Internal Revenue Code Section 501(c)(3), and of
nonprivate foundation status under Code Section 509(a)(3), and is eligible to receive tax-
deductible charitable contributions. You received no goods or services in connection with your gift.
This written acknowledgment is intended to satisfy the requirements of Internal Revenue Code
Section 170(f)(8) in connection with substantiation of charitable contributions.
[If donor receives a benefit in return] On behalf of Mercy Corps, I acknowledge and
thank you for your generous gift of [state amount of cash, or describe, but do not value, the
property contributed] received on _______________, 2_____. You received [describe goods or
services] valued at $_______ in exchange for your contribution. $_______________ [excess of the
donor’s contribution over the value of the goods and services the charity provided in return] of
your contribution is tax deductible to the extent allowed by law. Mercy Corps has received an IRS
determination letter of qualification under Internal Revenue Code Section 501(c)(3), and of
nonprivate foundation status under Code Section 509(a)(3), and is eligible to receive tax-deductible
charitable contributions. This written acknowledgment is intended to satisfy the requirements of
Internal Revenue Code Section 170(f)(8) in connection with substantiation of charitable
contributions.
DONOR MERCY CORPS

______________________________
Date: Title:
Date:

Page 19 of 34
EXHIBIT C
RESOLUTION OF THE BOARD OF DIRECTORS OF
MERCY CORPS
January 13, 2012
Pursuant to authority granted by the Washington Nonprofit Corporation Act, RCW 24.03, the
following action is taken by the Board of Directors of Mercy Corps (MC), a nonprofit
corporation incorporated under the laws of the State of Washington, at a properly noticed meeting
held on January 13, 2012:
Whereas, by resolution at its meeting held on October 26, 2006, the Board authorized Mercy
Corps capital campaign (“Capital Campaign”) and by resolution at its meeting held March 12,
2009 it resolved to transfer all unrestricted (undesignated) bequests to the capital campaign;
Whereas existing pledges largely cover Mercy Corps outstanding obligations related to the
Capital Campaign and therefore the Capital Campaign no longer requires the use of all funds
from unrestricted bequests, but some portion of the existing pledges may not be paid as promised
and therefore it is possible that some portion of future unrestricted bequests may be necessary to
cover any shortfall in pledges to the Capital Campaign;;
Whereas Mercy Corps wishes to establish a separate fund the use of which is subject to
Board discretion and certain criteria that may only be altered with Board approval; and
Whereas Mercy Corps finds that the use of such a fund may assist with attracting additional
unrestricted bequests, as potential donors will find inherent value in knowing that the use of their
funds will extend into the future while also providing Mercy Corps with a reliable source of
revenue;
Now Therefore Be It
RESOLVED:
1. Establishment of a Board Designated Endowment. The Board of Directors hereby

authorizes the transfer of all unrestricted bequests to a separate fund within Mercy Corps
for the purpose of establishing a board designated endowment fund, to be held, invested,
and distributed in accordance with the following terms and conditions:
2. Designation. The fund will be known as the Mercy Corps Board Designated Endowment
Fund (“Fund”) and shall be accounted for as a separate board designated fund on the
books and records of the corporation.
3. Contributions to Fund. All unrestricted bequests to Mercy Corps shall be

deposited in the Fund. In addition, the Board of Directors may, at its discretion and
from time to time, contribute additional amounts from any other source to the Fund.

Page 20 of 34
4. Investments. The assets held in the Fund shall be invested in accordance with Mercy
Corps’ Board approved Investment Policies. The assets of the Fund may be jointly
invested with other assets of Mercy Corps so long as complete and accurate records are
maintained with respect to the interest of the Fund and such investments.
5. Distributions.
a. Except as stated in 5(b) below, no distributions shall be made from the Fund
until such time as the fair market value of the assets held in the Fund exceeds
$1,000,000. Thereafter, an amount equal to 5 percent of the average fair market
value of the assets as of the last day of each of the preceding 13 quarters may
be distributed each year to the general fund of Mercy Corps. Additional
distributions may be made only in an emergency or to fund a special opportunity,
and then only upon the affirmative vote of a majority of the directors then in
office.
b. Notwithstanding the foregoing, distributions may be made at any time and for
any amount to the extent the Chief Financial Officer determines that the
distribution is necessary to cover the amount of any unfulfilled pledge or other
shortfall to the Capital Campaign.
6. Valuation. For purposes of determining the amount that may be distributed in

accordance with the foregoing paragraph, Mercy Corps may use any reasonable method
to determine the fair market value of the securities for which market quotations are
readily available and any commonly accepted method of valuation for all other assets,
so long as such methods are used on a consistent basis. An independent appraisal shall
not be required.
7. Expenses. Direct out-of-pocket expenses of administering the Fund may be paid from
the assets held in the Fund. No indirect expenses or overhead allocations shall be
charged against the Fund.
8. Records. The Treasurer shall cause complete records of the Fund to be

maintained sufficient that the Fund may be accounted for as a separate fund of Mercy
Corps in accordance with generally accepted accounting principles.
9. Amendments. The terms and conditions relating to the Fund may be amended from
time to time by action of the Board of Directors; provided, however, that the provisions
with respect to distribution set forth in paragraph 4 above may be amended or the Fund
may be terminated only upon the affirmative vote of a majority of the directors then in
office.
Mercy Corps Gift Acceptance Policy

Page 21 of 34
EXHIBIT D
RESOLUTION OF THE JOINT BOARD EXECUTIVE
COMMITTEE OF MERCY CORPS
February 21, 2017
Pursuant to authority granted by the Washington Nonprofit Corporation Act, RCW 24.03, the
following action is hereby taken by the Joint Board Executive Committee of Mercy Corps, a non-
profit corporation incorporated under the laws of the State of Washington, at a properly noticed
meeting held on February 21, 2017:
WHEREAS, by Resolution adopted on January 13, 2012 this Board approved establishment of a
Board Designated Fund (“Fund”) consisting of all unrestricted bequests;
WHEREAS, Mercy Corps wishes to revise the terms and conditions relating to said Fund and to
continue the Fund as provided herein;
WHEREAS, Mercy Corps finds that the use of such a fund may assist with attracting unrestricted
bequests, as potential donors will find inherent value in knowing that the use of their funds will
extend into the future;
WHEREAS, unrestricted bequests should be utilized for longer-term investments to facilitate

Mercy Corps’ mission and not be expended for normal annual operations;
WHEREAS, it is prudent and appropriate for Mercy Corps to maintain a reasonable level of
reserves against potential adverse contingencies and that any amount not otherwise expended by
the Board will be available for this purpose;
Now Therefore Be It RESOLVED:
1. The Board of Directors hereby authorizes the continuation of the Fund to include the
transfer of all unrestricted bequests to a separate fund within Mercy Corps to be held, invested,
and distributed in accordance with the following terms and conditions;
2. All unrestricted bequests to Mercy Corps (or to Mercy Corps Foundation if that entity has
been dissolved) shall be deposited in the Fund and accounted for as a separate Board Designated
Fund on the books and records of the corporation. In addition, the Board of Directors may, at its
discretion and from time to time, contribute additional amounts from any other source to the Fund;
3. The assets in the Fund shall be invested in accordance with the investment policy adopted
by this Board on June 28, 2016 or as hereafter amended;
4. An amount up to 5 percent of the average fair market value of the assets as of the last day
of each of the preceding 13 quarters (determined by staff using any consistent and reasonable
method) shall be distributed each year to core funds of Mercy Corps;

Page 22 of 34
5. Additional distributions may be made for projects or programs that the Board determines
to have long-term benefit to Mercy Corps’ operations, or the Board determines are necessary for
an emergency;
6. Direct out-of-pocket expenses of administering the Fund may be paid from the assets held
in the Fund. No indirect expenses or overhead allocations shall be charged against the Fund;
7. The Global Treasurer shall cause complete records of the Fund to be maintained sufficient
that the Fund may be accounted for as a separate fund of Mercy Corps in accordance with
generally accepted accounting principles.

Page 23 of 34
EXHIBIT E
PERSONAL PROPERTY INFORMATION WORKSHEET
Date__________________________
Source________________________
OWNER INFORMATION
Name_________________________________: Phone: _______________________________
Address:______________________________________________________________________
_____________________________________________________________________________
PROPERTY INFORMATION
Description of Property__________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Address or location_____________________________________________________________
_____________________________________________________________________________
Directions_____________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Availability: (when does the donor plan to make this gift available to Mercy Corps?)
_____________________________________________________________________________
_____________________________________________________________________________

Page 24 of 34
VALUE BASIS
Appraisal Yes_____ No_____ Appraised value $ ____________
Attach Appraisal
Age ______________ Date acquired _____________________
Original cost basis $________________________________
Depreciated current cost basis (if applicable) $________________________________
ADDITIONAL CONSIDERATIONS
Maintenance $______________ Insurance $_________________
Storage $______________ Debt Service $_________________
Transportation $______________ Other $______________
If Income Generating, gross income $_____________________________________
Operating Expenses $______________ Net cash flow $_________________
Is personal property currently marketable? _________________________________________

____________________________________________________________________________
If not, what is required? Remarks:_______ _________________________________________

____________________________________________________________________________
List of local brokers (from signs or local offices)_____________________________________
____________________________________________________________________________
____________________________________________________________________________
FACTORS THAT WILL AFFECT CURRENT SALE

Economic conditions___________________________________________________________
Market activity _______________________________________________________________
Improvements needed__________________________________________________________
Personal Property Information Sheet page 2 of 3

Page 25 of 34
COSTS ASSOCIATED WITH ACQUIRING PROPERTY
HOLDING COSTS (ANNUAL)
TITLE INFORMATION
Personal Property Information Sheet page 3 of 3

Page 26 of 34
EXHIBIT F
REAL ESTATE: PROPERTY INFORMATION WORKSHEET
Date__________________________
Source________________________
OWNER INFORMATION
Name_________________________________: Phone: _______________________________
Address:______________________________________________________________________
PROPERTY INFORMATION
Type of Property________________________________________________________________
Address or location______________________________________________________________
Directions_____________________________________________________________________
_____________________________________________________________________________
ASSESSED VALUE
Land value $ _____________________ Improvement value $ ____________ Age __________
Date acquired _____________________ Original cost basis $___________________________
Depreciated current cost basis $__________________
Is property listed or been listed recently? Yes ________________ No_________________
If yes, name and phone number of broker____________________________________________
Current property expenses: Taxes $_________________ Insurance $________________
Maintenance $ _____________ Utilities $ _______________ Other $_________________
If rented, Gross Income $ ___________________ Operating Expenses $ _______________
Net cash flow $ ___________________ Debt Service $ _____________________

Page 27 of 34
METHOD OF GIFT
Outright _________________ Partial Interest ____________ Bargain Sale _____________
Life Estate_________ Trust_____________ Annuity___________ Other_____________
Birth dates of income beneficiaries
#1 ______________________ #2 ______________________ #3______________________
PHYSICAL INSPECTION
Current uses of the property ______________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Past uses of the property ________________________________________________________

_____________________________________________________________________________
_____________________________________________________________________________
ENVIRONMENTAL ASSESSMENT
Phase I Environmental Assessment:
Results of Phase I Environmental Assessment indicate property likely to be free of hazardous

_____ substances and recommendation is to proceed with processing / acquisition.
Results of Phase I Environmental Assessment indicate that asbestos analysis and/or further
site inspection required. Consult with independent technical consultant before recommending
_____ the property to the CFO and SVP. Based on a site analysis, Mercy Corps may or may not
proceed with acquisition.
(Phase II Environmental Site Assessment may be required)
Post Phase I Environmental Assessment Decision (check option that applies):

(a) Decision has been made to proceed with acquisition; OR
(b) Decision has been made not to proceed with acquisition; OR
(c) Cannot make decision at this time; Need to perform the following additional
testing or analysis (indicate whether Phase II Environmental Assessment, asbestos
analysis, further site inspection, or any other testing or analysis that is required):
___________________________________________________________________
Real Estate: Property Information Worksheet Page 2 of 6

Page 28 of 34
Owner’s Consent to Phase II Environmental Assessment:
Mercy Corps has conducted a Phase I Environmental Assessment on my property. For Mercy Corps to
continue to consider the property for acceptance, Mercy Corps has notified me that they must conduct a
Phase II Environmental Assessment. I authorize the Phase II Environmental Assessment. I acknowledge
that significant legal issues may be present with this property, including reporting and clean up
requirements. I, as owner of the property, acknowledge that the Phase II Assessment may uncover
conditions that Mercy Corps is obligated to disclose, and I consent to Mercy Corps’ disclosure of any
information obtained during the Phase II Assessment.
Owner’s Signature:
Date: __________________
Phase II Environmental Assessment (if required):

(a) Rejection of property because environmental hazards present a potential legal & financial
_____ obligation to Mercy Corps; OR
(b) Decision has been made to proceed with acquisition; OR

(c) Cannot make decision at this time; Need to perform the following additional
testing or analysis (indicate other testing or analysis that is required):
__________________
Is property currently marketable, sub-dividable, buildable? ____________________________

____________________________________________________________________________
If not, what is required? Remarks: ________________________________________________

____________________________________________________________________________
List of local brokers (from signs or local offices) _____________________________________

____________________________________________________________________________
____________________________________________________________________________
VALUATION
Estimate of current market value $________________________________
Tax Assessment value $________________________________

Page 29 of 34
SURROUNDING AREA
Description of adjacent land uses _________________________________________________
____________________________________________________________________________
Description of immediate neighborhood (age, condition, trend) _________________________
____________________________________________________________________________
Nearby Industry_______________________________________________________________
____________________________________________________________________________
Traffic Volume_______________________________________________________________
Names and addresses of adjacent owners___________________________________________
FACTORS THAT WILL AFFECT CURRENT SALE

Economic conditions___________________________________________________________
Property restrictions ___________________________________________________________
Market activity _______________________________________________________________
Improvements needed__________________________________________________________
Current Zoning _______________________________________________________________
COSTS ASSOCIATED WITH ACQUIRING PROPERTY

Bargain sale payment to donor $___________________________
Mortgage to be paid off $___________________________
Mortgage transfer fee $___________________________
Third party interest to be purchased $___________________________
Back Taxes or assessments $___________________________
Legal and recording $___________________________

Title fees $___________________________
Other $___________________________
TOTAL $___________________________

Page 30 of 34
HOLDING COSTS (ANNUAL)
Installment payments $___________________________
Property taxes $___________________________
Insurance $___________________________
Management $___________________________
Property owners association $___________________________
Maintenance $___________________________
Security $___________________________
Utilities $___________________________
Other $___________________________
ANNUAL TOTAL $___________________________
REAL ESTATE LOAN INFORMATION (IF APPLICABLE)

Name and address of lender _____________________________________________________
____________________________________________________________________________
Loan officer name and telephone ___ ______________________________________________

____________________________________________________________________________
Outstanding balance $ _______________ Interest Rate____________

Monthly payments $ _______________
Are taxes and/or insurance impounded? Yes ___________ No ___________
Is loan fully amortized? Yes ___________ No ___________
When will loan be paid off? Date ___________________________________
Can loan be assumed by charity? Yes ___________ No ___________
Terms of loan assumption _____________________________________________________

___________________________________________________________________________
(Attach written confirmation of above)

Page 31 of 34
TITLE INFORMATION
(Obtain donor's deed or contact title company)
How is title held by donor?
___________________________________________________________________________
Is this a full interest? _________________ Partial Interest? ______________________
Are there any claims against the title? Yes ___________ No _____________
If yes, describe
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
If partial interest, list names and addresses of other owners

__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________

Page 32 of 34
EXHIBIT G
MERCY CORPS
REAL ESTATE: PROPERTY AND ENVIRONMENTAL CHECKLIST
(To be completed by Owner/Donor)
We sincerely appreciate your generous proposal to donate to Mercy Corps property located at:
________________________________________________________________________
To help evaluate your gift and speed the approval process by Mercy Corps, please take a few
minutes and check any of the following features that, to your best knowledge, apply to your
property.
_______ Asbestos insulation.
_______ Urea-formaldehyde foam insulation.
_______ Septic system.
_______ Flooding, grading or drainage problems.
_______ Unusual depressions, mounds or soft spots.
_______ Indications of prior commercial use.
_______ Chemical or hazardous material storage or handling areas.
_______ Liquid or solid waste disposal areas.
_______ Spills or leaks of any chemicals or hazardous materials.
_______ Above or below ground storage tanks.
_______ Polychlorinated biphenyls (often in electrical transformers or other electrical
equipment).
_______ Drug house activity.
_______ Endangered species/critical wildlife habitat.
_______ Scenic or conservation restrictions.
_______ Critical ground water area.
_______ Flood plain or slide area.
_______ Historical/Archeological considerations.
_______ Reforestation requirements, farm and timber deferral.
_______ Elevated radon levels on or adjacent to the property.
_______ Pipelines carrying oil, gas and chemicals underneath or adjacent to the
property.
_______ Lead base paints (paint prior to 1978) on any surfaces.
____________________________________________ ___________________
Donor Signature Date

Page 33 of 34
EXHIBIT H
MERCY CORPS BEQUEST LANGUAGE
Sample bequest language will be made available to prospects, donors and their
legal advisors:
BEQUEST LANGUAGE
A. Specific Bequest
“I give $_________ (or describe the real or personal property) to Mercy Corps, a nonprofit
corporation of the State of Washington, headquartered in Oregon, to be used to further the
mission of Mercy Corps.”
B. Residuary Bequest
“I give to Mercy Corps, a nonprofit corporation of the State of Washington, headquartered in
Oregon, all (or __%) of the rest, residue and remainder of my estate, to be used to further the
mission of Mercy Corps.”
C. Contingent Bequest
Mercy Corps would receive a gift from your estate if, and only if, one or more of your named
beneficiaries does not survive you.
“I give $___ to (name of beneficiary). If (name of beneficiary) does not survive me, this
bequest will lapse and pass to Mercy Corps, a nonprofit corporation of the State of
Washington, headquartered in Oregon, to be used to further the mission of Mercy Corps.”
D. Unrestricted Gift
“I give ______ to Mercy Corps, a nonprofit corporation of the State of Washington,
headquartered in Oregon, to be used to further the mission of Mercy Corps."
E. Restricted Gift
"I give ______ to Mercy Corps, a nonprofit corporation of the State of Washington,
headquartered in Oregon, in support of (a specific program). If at any time in the judgment
of Mercy Corps, it is impractical or impossible to carry out this purpose, then Mercy Corps
may, upon approval by its Board of Directors, use this bequest for such other purposes as
shall be determined by the Board of Directors to be consistent with my interests and
intentions.

Page 34 of 34
Policy Matrix
Policy Scope
Code of Conduct Agency
Conflicts of Interest Policy Agency
Anti-Bribery Policy Agency
Anti-Corruption Policy Agency
Ethics Complaints and Whistleblowing Policy Agency
Anti-Trafficking Policy Agency
Sexual Exploitation and Abuse of Beneficiaries and Community Agency

Members Policy
Sexual Misconduct in the Workplace Policy Agency
Child Safeguarding Policy Agency
Gift Acceptance Policy Agency
Preventing Support for and Transactions with Prohibited Parties Policy Agency
Remuneration Policy Agency
Risk Management Framework MCE
Data Protection Policy Agency
Information Security Policies (not one policy but integrated in newly MCE
adopted IT policies)
Investment Policy (including counterparty risk) Agency
Health & Safety Policy MCE
Reserves Policy MCE
Business Continuity Policy MCE
Diversity & Equal Employment Policy MCE
Modern Slavery Statement MCE
mercycorps.org
Joint Board Executive Committee (JBEC)
i. Terms of Reference
 Under section 41 of the Articles of Association, the Board may delegate any of their
powers to a Committee.
 The JBEC shall exercise the full power of the Board of MCG and of the Board of MCE in
the management of each during periods of adjournment of the respective Boards as
delegated to the JBEC by the respective Boards.
ii. Membership
 The Joint Board Executive Committee (JBEC) includes the Board Chair of MCE, the Board
Chair of MCG, the CEO of MCE/MCG, four at-large members of the Board of MCG to be
selected by the Board of MCG, and two at-large members of the Board of MCE to be
selected by the Board of MCE.
 Members of the Joint Board Executive Committee shall be appointed for up to a period of
one year and shall thereafter be eligible for re-appointment.
iii. Authority
 When acting on behalf of MCG only the directors on the JBEC who are also voting
directors of the MCG Board may vote on such action on behalf of MCG. When acting on
behalf of MCE only the directors on the JBEC who are also voting directors of the MCE
Board may vote on such action on behalf of MCE.
 Any action of the JBEC on behalf of MCG or MCE that requires Board approval must be
submitted to the respective Board for approval at the next Board meeting.
 A majority of the JBEC shall constitute a quorum for the transaction of business, and a
majority of a quorum shall be an action by the JBEC.
iv. Meetings and Minutes

 The JBEC will meet three times a year or more frequently if required.
 The JBEC shall keep written minutes of its meetings.
1 Roles and Responsibilities of the MCE Board and JBEC and how these matters are
reported by the Executive Director
1.1 Mercy Corps Global (MCG) is a legal entity established in the USA and Mercy Corps Europe (MCE) is a legal
entity established in Scotland, with a growing presence in London and continental Europe. Together they
form the Global Agency (which has no legal persona) known as Mercy Corps (MC). There is a single Global
CEO with overall responsibility for the executive management of both entities. There is also a European
Executive Director (ED) with delegated responsibility for the running of MCE.
1.2 As per UK charity law, Board Members are defined as those responsible for “the general control and
management of the administration of a charity” and they carry out these functions within the context of the
charity’s legal framework. This means that irrespective of the employment of staff or governance structure,
they are and remain responsible for the governance and strategy of the charity. It is the principal duty of the
Board and Board Members to maintain general overall control of the charity. They need to ensure that the
charity is administered effectively, and is able to account for its activities and outcomes both to Charity
Regulator and to the public.
1.3 Taking into account the recent changes in the governance framework of Mercy Corps Europe and the
introduction of The Joint Board Executive Committee (JBEC), which shall oversee the implementation of the
overall strategy and plan for both Mercy Corps Europe and Mercy Corps Global, the table below has been
developed to map and demonstrate that the MCE Board still remains in overall control of the organisation as
it is required by UK charity law and most institutional donors.
1.4 The table present the matters that are still overseen and/or required approval by the MCE Board and how
these are reported to JBEC and the MCE Board by the MCE Executive Director, as well as the matters that are
now overseen by JBEC.
1.5 The keys/acronyms used in the table below are
UKG – UK Governance requirement
ESC – If matter is so significant it will be escalated to JBEC
EX – Exceptional item, matter that is significant or unusual, so this would be reported by exception. Normal
Board reports would be silent on this area.
BR – Board Report only – does not need detailed discussion.
Page 1 of 5
ROLE AND RESPONSIBILITIES OF THE MCE BOARD OVERSEEN BY INCLUDED IN REPORT INCLUDED IN REPORT TO MCE BOARD
JBEC FROM EXECUTIVE REPORT FROM
DIRECTOR TO JBEC EXECUTIVE
MCE MEMBERS DIRECTOR TO
JBEC
YES or NO YES or NO
YES or NO
Ensure the charity adheres to its charitable purposes and N/ UKG Y/ ESC Y/ESC Y/UKG/ EX
mission
Oversee the adherence of the charity to its charitable Y Y/ESC Y/ESC Y/EX
purposes and mission
Decide on major strategic decisions and policies, in N Y/ESC Y/ESC Y/UKG/EX

conjunction with the US Board as applicable
Oversee and recommend strategic decisions and policies Y Y/ESC Y/ESC Y/EX
Provide accountability and ensure proper management. N Y Y/ESC Y/UKG/BR

Includes Programmes, Fundraising, Advocacy, HR
Covered by 3-4 pages letter from
Executive Director
Review and approve the strategy in conjunction with N Y Y Y/UKG/BR

Mercy Corps Global
Covered by 3-4 pages letter from
Executive Director
Recommend and oversee the implementation of strategy Y Y/ESC Y/ESC Y/EX
Page 2 of 5
JBEC
YES or NO YES or NO
YES or NO
Ensuring and approving policies for compliance with N/UKG Y/ESC Y/ESC Y/UKG/BR
Corporate, Charity and Financial Law.
Annual A&RC ( MCE) report &
[This would be covered by MCE A&R Committee (MCE) & Compliance report
interaction with Compliance Director]
Ensure systems and procedures exist to ensure that the N Y/ESC Y/ESC Y/UKG/BR
strategy, as agreed, is implemented within the
organization Covered by 3-4 pages letter from
Executive Director
Recommend and oversee that systems and procedures Y Y/ESC Y/ESC Y/EX
exist to ensure that the strategy, as agreed, is
implemented within the organization
Approve the annual budget, management accounts and N/UKG Y/ESC Y/ESC Y/UKG/BR
year end UK Stat accounts
Liquidity and Finance Liquidity and Finance If not an EX then Finance
issues issues Report. UK Stat A/cs come
recommended from MCE A&R
Committee
Recommend and oversee the annual budget and Y Y/ESC Y/ESC Y/ EX

management accounts
Page 3 of 5
JBEC
YES or NO YES or NO
YES or NO
Overall risk strategy and the risk profile of the charity, N/UKG Y/ESC Y/ESC Y/UKG/EX/BR
approving the risk management framework
review of MCE risk Exceptions will be reported
register + MCE separately but at minimum
milestone strategy annual review of MCE risk
register by Board (via BR) +
MCE Milestone Strategy
Oversee risk strategy and recommend enterprise risk Y Y/ESC Y/ESC Y/EX
management framework
Approve specified financial payments and property N Y/ESC Y/ESC Y/ UKG/EX/BR

decisions in line with the Scheme of Delegation issued to
the Executive Director Exceptions will be reported
separately but at minimum
annual A&R MCE annual report
to MCE Board (via BR)
Recommend for Board approval specified financial Y Y/ESC Y/ESC Y/EX

payments and property decisions in line with the Scheme
of Delegation issued to the Executive Director
Page 4 of 5
JBEC
YES or NO YES or NO
YES or NO
Recommend and oversee if approved establishment of an Y N/A N/A Y/EX/
ad hoc nominations committee for the recruitment,
selection and appointment of the CEO and the Executive (ad-hoc)
Director (including approval of salary and conditions of
service)
Through the establishment of an ad hoc nominations N/JOINT N/A N/A Y/UKG/

committee, the recruitment, selection and appointment of
the CEO and the Executive Director (including approval of (ad-hoc)
salary and conditions of service)
Evaluate the performance of the CEO and the Executive N/JOINT N/A N/A Y/UKG
Director. Should include Board self-Assessment ( UK
best practice) Survey re Board & Exec Director
Selection and ratification of appointment of other Board N N/A N/A Y/UKG

Members
Propose names to be included as candidates for Board Y N/A N/A Y/UKG

Members. The candidates will still need to be approved
and ratified by the Board
Page 5 of 5
MERCY CORPS
Joint Finance Committee Charter
(Adopted by the MCG Board and the MCE Board on

January 13, 2016 at Kampala, Uganda and
Amended February 28, 2019)
1. Mission
The Joint Finance Committee (“JFC” or “Committee”) is chartered to provide assistance to

management and to the Boards of Directors of Mercy Corps Global (“MCG”) and Mercy Corps
Europe (“MCE”), (collectively “Mercy Corps”) in fulfilling their oversight responsibility with respect
to the financial stability, financial strategy, and the long-term economic health of Mercy Corps.
The JFC shall review the financial condition, policies, and practices of Mercy Corps and provide
reports and recommendations with respect to these to the Joint Board Executive Committee
(“JBEC”) and as appropriate to the Boards.
2. Staff
The MCG Chief Financial Officer, supported by the Treasurer and Controller and the Director of
Finance of MCE, shall serve as lead staff to the Committee.
3. Organization
The Committee is established as set forth in Article 5 Section 5.1 of the MCG By-Laws and Section
41(a) of the MCE Articles of Association. The Committee shall be appointed by the respective
boards of MCG and MCE and shall consist of five (5) members, including three (3) from MCG and
two (2) from MCE. All Committee members must be experienced in financial matters. Members
may be directors or non-directors provided a majority of the Committee are directors. A non-
director member of the committee may vote on recommendations but may not vote on issues
involving any delegated authority from either Board. To the extent that the Committee is
delegated the authority of either Board, only the members of the Committee who are also directors
of that Board shall have the authority to vote on matters as to which authority has been granted.
The Committee Chair shall be appointed by the JBEC. Appointments shall be for a one (1) year
term. In the event the appointing Board fails to provide notice of re-appointment, the Committee
members shall be automatically re-appointed until or unless the JBEC provides notice of their
removal or they resign. The JBEC may remove any Committee member, including the Chair, by
providing written notice to the Secretaries of each Board of such removal, and the board that had
appointed that committee member shall appoint a successor. No member of the JFC may be a
member of the Joint Audit and Risk Committee (JARC). The Committee shall review this Charter
and its performance and recommend any changes to the JBEC and the Boards every two years.
4. Meetings
The Committee shall meet at least three times per year. Additional meetings may occur as the
Committee Chair deems advisable or by a vote of a majority of all Committee members. The
Committee Chair (or a member designated by the Chair) shall preside at all meetings, cause
adequate minutes of Committee proceedings to be kept, and regularly report the Committee’s
actions and activities to the JBEC and, as appropriate, to the Boards.
Page 1 of 3
5. Powers of the Committee
The Committee has the power and authority to:
5.1. Perform the duties and responsibilities delegated to it in this Charter;
5.2. Obtain any information it requires from Mercy Corps’ officers and employees;
5.3 Retain, at Mercy Corps’ expense, such outside counsel, experts or other advisors as the
Committee shall deem appropriate.
Except for the powers and authorities granted herein, the Committee shall have neither the power
to bind either Board nor the authority to act without express instruction from the respective Boards.
6. Responsibilities
The Committee shall have the following responsibilities:
6.1. Review and make recommendations to the Boards regarding Mercy Corps’ annual
operating budget and review any large capital expenditures;
6.2. Review operating results on at least a semiannual basis and report on them periodically
to the JBEC and the Boards;
6.3. Analyze and review long term financial forecasts for Mercy Corps and recommend
strategic direction to the Boards;
6.4. Keep informed about, consider proposals for, and make recommendations to the JBEC
and to the Boards with respect to the general business affairs and financial structure of
Mercy Corps;
6.5. Review and recommend financial policies, including an Investment Policy, to the Boards;
6.6. Review and recommend to the Boards any borrowing or debt obligations;
6.7. Provide oversight of all microfinance and micro-insurance activity;
6.8. Oversee strategies for management of foreign exchange exposure;
6.9. Oversee the Mercy Corps’ insurance programs;
6.10. Oversee the Mercy Corps 403b Retirement Plan;
6.11. Review this Charter and the Committee’s performance and recommend any revisions to
the JBEC and the Boards every two years; and
6.12. Perform such other responsibilities, consistent with this Charter and MCG’s and MCE’s
articles of incorporation and bylaws and Articles of Association, as this Committee or the
Boards deem appropriate.
Page 2 of 3
On an annual basis, Staff will develop a proposed Calendar for the following year that shall
determine the actions and reviews that the Committee will take with respect to Mercy Corps’
budget and financial matters. The Committee will add or remove actions and reviews to this
calendar as it deems appropriate.
Page 3 of 3
MERCY CORPS
Joint Audit and Risk Committee Charter
(Adopted by the MCG Board and the
MCE Board on January 13, 2016 at Kampala, Uganda
and Amended February 28, 2019)
1. Mission
The Joint Audit and Risk Committee (“JARC” or “Committee”) is chartered to provide assistance
to management and to the Boards of Directors of Mercy Corps Global (“MCG”) and Mercy Corps
Europe (“MCE”) (collectively referred to herein as “Mercy Corps”) in fulfilling their oversight
responsibility to donors, potential donors, the NGO community, and other stakeholders regarding
Mercy Corps’ financial statements and the financial reporting process. Specifically, the Committee
will assist with: 1) ensuring the integrity of the financial statements; 2) compliance with legal and
regulatory requirements; 3) the selection, engagement and dismissal of Mercy Corps’
independent auditors; and 4) the performance of the internal audit function.
2. Staff
The MCG Chief Financial Officer, the MCG General Counsel, and the MCE Director of
Compliance, Governance and Risk shall serve as lead staff to the Committee.
3. Organization
The Committee is established as set forth in Article 5 Section 5.1 of the MCG bylaws and Section
41(a) of the MCE Memorandum of Association. The Committee shall be appointed by the
respective boards of MCG and MCE and consist of five (5) members, including three (3) from
MCG and two (2) from MCE. Members may be directors or nondirectors provided a majority of
the Committee are directors. A non-director member of the committee may vote on
recommendations but may not vote on issues involving any delegated authority from either Board.
Each Committee member shall be free of any relationship that would interfere with his or her
exercise of independent judgment. All committee members shall be financially literate or become
financially literate within the audit period after appointment, and at least one member shall have
accounting or related financial management expertise. The Committee chair shall be appointed
by the Joint Board Executive Committee (JBEC). Appointments shall be for a one (1) year term.
In the event the appointing Board fails to provide notice of re-appointment, the Committee
members shall be automatically re-appointed until or unless the JBEC provides notice of their
removal or they resign. The JBEC may remove any Committee member, including the Chair, by
providing written notice to the Secretaries of each Board of such removal, and the board that had
appointed that committee member shall appoint a successor. To the extent that the Committee is
delegated the authority of either or both of the MCG or MCE Boards, only the members of the
Committee who are also directors of the respective board shall have the authority to vote on
matters as to which authority has been granted. No member of the Committee may be a member
of the Joint Finance Committee. The Committee shall review this Charter and its performance
and recommend any changes to the boards every two years.
4. Meetings
The Committee shall meet at least three (3) times per year. Additional meetings may occur as the
Committee Chair deems advisable, by vote of a majority of Committee members or as directed
by the JBEC. The Committee Chair (or a member designated by the Chair) shall preside at all
meetings, cause adequate minutes of Committee proceedings to be kept, and regularly report the
actions and activities of the Committee to the JBEC and, as appropriate, to the Boards. The MCG
Page 1 of 4
rules regarding meetings and actions by unanimous consent in lieu of meeting, as set forth in the
Bylaws, shall also govern the Committee. On an annual basis, Staff will develop a proposed
Calendar for the following year that shall determine the actions and review that the Committee
will take with respect to Mercy Corps’ audit and risk matters. The Committee will add or remove
actions and reviews to this calendar as it deems appropriate.
The Committee shall have the power and authority to:
5.1. Obtain any information it considers necessary and appropriate from Mercy Corps’
employees;
5.2. Independently meet with Mercy Corps staff, independent auditors, inside counsel or outside
counsel as necessary; and
5.3. Retain, at Mercy Corps’ expense, such outside counsel, experts or other advisors as the
Committee shall deem appropriate.
Except for the powers and authorities granted herein, the Committee shall have neither the power
to bind either Board nor the authority to act without express instruction from the respective Boards.
6. Responsibilities of the Committee
The Committee shall have the responsibilities and duties set out below.
6.1. Independent Auditors and Financial Statements
The Committee shall be responsible for managing Mercy Corps’ relationship with its independent
auditors and for reviewing the consolidated financial statements. In doing so, the Committee shall:
6.1.1. Review and recommend for appointment by each Board the accounting firm to act
as the independent auditors for the MCG and consolidated financial statements and negotiate
and approve the terms of the firm’s engagement;
6.1.2. Review the independent auditor’s performance and recommend for Board approval
the dismissal of the independent auditor if appropriate;
6.1.3. Ensure the independence of the independent auditor by reviewing the independent
auditor’s provision of any non-audit related services to Mercy Corps;
6.1.4. Review the scope and plan for the independent audit of Mercy Corps’ consolidated
financial statements;
6.1.5. Meet with the auditors with no management present at the conclusion of each
annual audit;
6.1.6. Review results of the annual audit with the external auditors, including all relevant
reports and any management letters, and accept/approve the consolidated audited
financial statements;
Page 2 of 4
6.1.7. Review with the MCG CFO and Controller and the Director of Finance of MCE
policies and practices addressing financial controls, and discuss such policies,
practices and controls with the external auditors.
6.1.8. Review management responses to any audit findings and recommendations and
discuss with the independent auditor any significant risks identified by the audit;
6.1.9. Report to the JBEC and, as appropriate, to the Boards significant issues in the
external audit requiring their attention.
6.2 MCE Audit and Risk Committee (MCEARC)
The MCEARC will consist of those members of this committee who were appointed by the MCE
Board. The MCEARC will deal with all UK and European issues that may arise from the
preparation of UK statutory audited financial statements for MCE, including interaction with the
UK external auditors and associated reporting. The MCEARC will oversee the Risk Management
function of MCE together with its compliance with UK and EU legislation and donor regulations
covering all aspects of its operation as the legal entity of MCE. Its remit and activities are to meet
UK charity governance regulations. The MCEARC will produce an Annual Report of its operation
for the MCE Board and this committee.
6.3. Regulatory Reports
The Committee shall review and recommend for Board approval the MCG’s annual US IRS
Form 990, reports to OSCR, and any other audit reports required by a regulatory body.
6.4. Internal Auditors
The Committee shall oversee Mercy Corps’ internal audit function. In doing so, the Committee
shall:
6.4.1. Review the Internal Audit Charter, activities, and annual plan;
6.4.2. Review internal audit reports; and
6.4.3. Review management’s response to internal audit reports and implementation of

auditor recommendations.
6.4.4. Meet separately with internal auditors with respect to any issues involving officers
of either MCG or MCE and make reports as appropriate to the respective boards.
6.5. Special Investigations and Whistleblower Complaint Mechanisms
The Committee shall oversee special investigations. In doing so, the Committee shall:
6.5.1. Investigate any matter brought to the attention of the Committee that the Committee
deems appropriate for its investigation;
6.5.2. Ensure procedures for the receipt, retention and consideration of complaints about
accounting, internal accounting controls or auditing matters; and
Page 3 of 4
6.5.3. Ensure that Mercy Corps has an appropriate confidential mechanism
(“whistleblower hotline”) for reporting suspected fraudulent activities.
6.6 Donor Audits
The Committee shall oversee Mercy Corps’ response to any audits initiated by USAID, DFID
or other donors
6.7. Liabilities
The Committee shall oversee Management’s response to material litigation, claims and
assessments, including, but not limited to, government investigations, non-compliance with laws
and intentional wrong doing, and shall review trends in non-material litigation, claims and
assessments.
6.8. Enterprise Risk Management
The Committee shall oversee Mercy Corps’ development and implementation of and adherence
to its Enterprise Risk Management policies in conjunction with the risk management framework
within MCE.
6.9. Policies
The Committee shall review, recommend for Board approval and oversee compliance with
organization-wide Conflict of Interest Policy, Anti-Corruption Policy, Anti-Bribery Policy and
Whistleblower Policy.
6.10. Additional Responsibilities Assigned by the Boards
The Committee shall report to the JBEC and, as appropriate, to the Boards on the work of the
Committee and shall fulfill its duties related to any related special projects assigned by either or
both of the Boards.
In performing its responsibilities and duties, to the extent possible, the Committee shall facilitate
free and open communication between the Committee, the external auditors and internal auditors,
management, and operating personnel. The Committee will maintain confidentiality of sensitive
information and records
Page 4 of 4
Mercy Corps Joint Development Committee Charter
1. Mission
The Joint Development Committee (the “Committee”) is chartered to provide assistance to the Boards of
Directors of Mercy Corps Global (MCG), Mercy Corps Netherlands (MCNL) and Mercy Corps Europe (MCE)
(collectively “Mercy Corps”) to fulfill their responsibility for Mercy Corps’ fiscal health by ensuring Mercy Corps
has an effective private resource development program.
2. Organization
The Committee shall consist of five or more members. After consultation with the CEO, three (3) members
shall be appointed by the Chair of MCG, two (2) members shall be appointed by the Chair of MCE, and any
additional members shall be appointed by the two chairs jointly. The Committee chair shall be appointed by
the Joint Board Executive Committee (JBEC) after consultation with the CEO, the MCG Chair and the MCE
Chair. A majority of members must be Directors, but the Committee may include other individuals who are
not Directors. Committee appointments shall be for a one (1) year term, with no limit on the number of terms
served. In the event either Board Chair fails to provide notice of re-appointment, each Committee members
shall be automatically re-appointed until or unless the JBEC provides notice of that member’s removal. To the
extent the Committee is delegated the authority of either Board, only the members of the Committee who are
also Directors of that Board shall have the authority to vote on such matters. The JBEC may remove any
committee member, including the Chair, by providing written notice to the Secretaries of each Board of such
removal, and the Board Chair that had appointed that committee member, after consultation with the CEO,
shall appoint a successor.
The Chief Development Officer shall work closely with the Committee Chair and support the Committee.
3. Meetings
The Committee shall meet at least three (3) times per year. Additional meetings may occur as the Committee
Chair deems advisable or as requested by a majority of Committee Members. The Committee Chair (or a
member designated by the Chair) shall preside at all meetings, cause adequate minutes of Committee
proceedings to be kept, and shall regularly report the actions and activities to the JBEC and, as appropriate,
to the Boards. Section 3.5 through 3.8 of the MCG By-laws dated July 1, 2015 amended June 22,
2017regarding meetings and actions by unanimous consent in lieu of meetings shall also govern the
Committee.
Page 1 of 2
The Committee has the power and authority to perform the duties and responsibilities delegated to it in this
Charter. Except for the powers and authorities granted herein, the Committee shall have neither the power to
bind either Board nor the authority to act without express instruction from the respective Boards.
5. Duties and Responsibilities of the Committee
The Committee shall have the following duties and responsibilities:
5.1. Fundraising and Gift Acceptance Policy
The Committee shall review, approve and oversee compliance with Mercy Corps’ Fundraising and Gift
Acceptance Policy, which policy shall be reviewed and revised as necessary.
5.2. Fundraising Goals, Strategies and Work Plans
As requested by Management, assists Management with developing and reviewing Mercy Corps’ long-range
private resource development goals, strategies and associated work plans.
5.3. Fundraising and Marketing Communication Strategies and Content
As requested by Management, assists Management with developing fundraising and marketing strategies and
content.
5.4. Private Donor Outreach
Assists Management with leveraging Committee members’, Board members’ and Mercy Corps’ relationships
with individuals, corporations, and foundations for the purpose of furthering Mercy Corps’ fundraising efforts,
including assisting Management to identify and recruit new prospective donors to Mercy Corps.
5.5. Board Donor Outreach
Educates the Boards and individual Board members about basic principles and best practices in private
resource development; annually solicits contributions from Board members; and sets an example of
philanthropic participation for other Board members.
Page 2 of 2
Charter for MCE Audit and Risk Committee
AUDIT AND RISK COMMITTEE
1 Terms of Reference
1.1 Mercy Corps Europe (MCE) is a charitable company registered in Scotland and is the European Headquarters
of Mercy Corps.
1.2 Under paragraph 41 of the Articles of Association (2015) the MCE Board (the Board) may delegate any of
their powers to a Committee.
1.3 The following are the terms of reference of the Audit and Risk Committee (MCEARC) which have been
considered and approved by the MCE Board on 16 June 2016.
1.4 The MCARC works with and alongside the Mercy Corps Joint Audit and Risk Committee (JARC). Two
members of the JARC should be from either the MCEARC and/or the Board
2 General Responsibilities
The MEARC has delegated responsibility on behalf of the Board for:-
2.1 Ensuring effective internal and external audit coverage.
2.2 Examining and reviewing financial systems and methods of control within MCE.
2.3 Overseeing the Risk Management function for MCE.
2.4 Ensuring MCE is complying with all aspects of the law, regulations and recommending good practice relating
to its accounting and risk management function.
3 Membership
3.1 The membership of the MCEARC shall comprise at least one MCE Trustee plus co-opted members as
required, who shall be independent and free of any relationship which could interfere with the independent
exercise of their judgement.
3.2 The quorum for the MCEARC is two.
3.3 The Members and Chair of the MCEARC shall be appointed by the Board.
3.4 All members shall be financially literate, and at least one member shall have accounting qualifications or
related financial management experience.
3.5 The membership of the MCEARC will be disclosed in the Annual Report.
3.6 The External Auditor and representatives of Internal Audit may attend by invitation.
3.7 The Director of Finance and Director of Compliance, Governance and Risk are expected to attend all
meetings.
4 Authority
4.1 The MCEARC is authorized to obtain appropriate external legal and other professional advice in order to
fulfil its responsibility to the Board.
4.2 The MCEARC is authorized to investigate on the behalf of the Board anything that threatens, or adversely
affects, the achievement of the charity’s aims and objects, its assets, the reliability of accounting records
and information, and compliance with laws, regulations, policies and its governing instruments relating to
financial affairs.
1
5 Principal Duties
5.1 External Audit
5.1.1 Recommend to the Board the frequency of tendering for external auditing services.
5.1.2 Consider tenders for the external auditing services and recommend to the Board which firm
should carry out the annual external audit.
5.1.3 Review the terms of reference, appointment and remuneration of the External Auditors.
5.1.4 Review the cost effectiveness of the audit and the qualification, independence and objectivity of
the external auditors
5.1.5 Review the results of the audit with the external auditor, including relevant reports and
management letters.
5.1.6 Review the responses drafted by Finance staff that may be needed by the auditors as a result of
their statutory audit and report these to the Board.
5.1.7 Review management action in response to all audit findings and recommendations.
5.2 External Audits required by Donors and/or Governments in countries in which MCE projects are active
It is recognised that these ‘audits’ are essentially an operational necessity derived from donor requirements,
which would not normally be part of an audit committee’s business. The prime responsibility for
responding to such audits therefore lies with management. It is also the responsibility of management to
ensure that appropriate account is taken of all such ‘audits’ in the planning and conduct of internal audit
work. In that context management must bring to the attention of the JARC all significant matters that are
identified in such audits. The JARC in turn will consider the implications for the organisation’s systems of
internal control arising from such major issues and include these in its annual report to MCEARC.
5.3 Internal Audit1

Through the review of JARC meeting minutes and the annual report from the JARC the MCEARC will:
5.3.1 Review the Internal Audit Plan for the year, taking account of significant issues that have been
identified in donor and/or government audits.
5.3.2 Monitor audit progress.
5.3.3 Review audit reports following consideration by Programmes and Finance staff.
5.4 Internal Control
5.4.1 Management must report to the MCEARC the results of all reviews undertaken by external
agencies that have referred to the European operations of the European.
5.4.2 The MCEARC will consider the implications for the organisation’s systems of internal control
arising from such reports.
5.4.3 MCEARC will receive minutes from JARC, Joint Finance, pre-JBEC and JBEC meetings
5.5 Risk Analysis and Management

5.5.1 Review the processes and procedures for ensuring that material business risks are properly
identified, reported to the Board, and managed and that appropriate systems of monitoring and
control are in place. This does not include monitoring management’s actual control of risks,
which is the responsibility of the pre-JBEC and Board.
5.6 Meetings and Minutes
1
For countries where MCE’s portfolio share is 50% and above, Internal Audits reports that include a majority of issues identified as high risk will be shared in full with the MEARC. This
process will be applicable for FY 2016-2017.
2
5.6.1 The MCEARC will meet at least twice a year. The Director of Finance is responsible for drafting
the agenda for the Chair’s approval.
5.6.2 All meetings shall be minuted and circulated to all members of the MCEARC as soon as
practicable after the meeting. The minutes will also be circulated to all members of the Board
and the JARC.
5.7 Annual Report to the Board
5.7.1 The MCEARC will produce an Annual Report to the Board.

MC GovernanceHandbook January 2020 Version 2

Uploaded by

Copyright:

Available Formats

MC GovernanceHandbook January 2020 Version 2

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

MC GovernanceHandbook January 2020 Version 2

Uploaded by

Copyright:

Available Formats

MERCY CORPS EUROPE

First Approved August 2007

Policies for Board Approval

Appendix 6: Board Charter

Appendix 7: Declaration of Interest Register Form

Appendix 8: Mercy Corps’ Gift Acceptance Policy

Appendix 9: Policies Matrix

Appendix 10: Joint Board Executive Committee (JBEC)

Appendix 11: Board and JBEC Scheme of Delegation

Appendix 12: Charter of the Joint Finance Committee (JFC)

Appendix 14: Charter of the Joint Board Development Committee

Appendix 15: Charter of MCE Audit and Risk Committee (MCEARC)

COMPANY LIMITED BY GUARANTEE

MERCY CORPS EUROPE

Adopted by special resolution on 20th June 2019

COMPANY LIMITED BY GUARANTEE

MERCY CORPS EUROPE

The 2005 Act The Charities and Trustee Investment (Scotland)

chairman of the meeting The person (normally one of the Co-chairs)

The Company Mercy Corps Europe.

Company Co-chair The co-chair of the Board appointed by the

Clear days In relation to a period of notice means that

Electronic means Communications addressed to specified

In writing Written or produced by any substitute for

Joint Board Executive Committee The Joint Board Executive Committee

Mercy Corps Global A Washington non-profit corporation having its

MCG Co-chair the co-chair of the Board appointed by the

Month Calendar month.

Office The Registered Office of the Company.

These presents these Articles of Association, as originally

Seal the Common Seal of the Company.

The United Kingdom Great Britain and Northern Ireland.

Year Calendar year.

(b) Membership shall not be transferable and shall cease:-

PROCEEDINGS AT GENERAL MEETINGS

26. The Board shall, subject to Article 25, comprise:-

ROTATION OF MEMBERS OF THE BOARD

PROCEEDINGS OF THE BOARD

45 A Director shall be deemed to be a Conflicted Director in relation to a matter if:-

POWERS OF THE BOARD

58. The Company shall not have a seal

The Board must ensure the information about the

The Board must adhere to the general law which affects

Any breach of the duties will be treated as misconduct

OSCR is under a general duty to act proportionately in

Where there has been a breach of any of these duties,

Interest Position Date(s)

Declaration of Interests Notes

 Conflicts of Interest may arise where an individual’s personal or family interest

 It is the responsibility for each individual to declare an interest and to keep

Company Registration No: 208829

I. PURPOSE OF POLICIES AND GUIDELINES

1.2 Authority of the Board.

1.3 Emphasis on Integrity and Donor Confidence.

Board Approved 29 June 2016

2.1 Donor Advice.

2.2 Donor Recognition.

III. REVIEW AND ACCEPTANCE GUIDELINES

3.1 MC Representative Review and Acceptance.

Name___: Phone: _

Age Date acquired _______