AIRN BOARD COMPOSITION BOARD OF DIRECTORS: How many members should there be on the Board? Should the number of Board members be an even number or an odd number? Should Board membership be based on a fixed number of members then divided by upazilla chapters, districts, or? Should each upazilla chapter be entitled to a Board member or should each District be so entitled? Should Board membership be based on dues paid by a upazilla chapter or total dues paid by all chapters in a District? Should gender be a consideration in Board membership? How about the various inputs (Seeds, Fertilizer, CPPs) - - should each be entitled to Board representation – should it be a consideration in developing a Board?

AIRN Formative and Ongoing Committee Structure? Founding Members: The AIP Cooperative Agreement states the AIRN Managing Director (Coordinator) and “founding members” will define the charter, mission and by-laws of the organization (AIRN). When should the “founding members” be brought together for this purpose? Beyond defining the charter, mission and by-laws, what responsibility (if any) should the founding members have to establish initial AIRN policy, program? Should this become and be a function of an Advisory Board ? (see next slide)

Advisory Board AIRN Advisory “Board:” An Advisory Board is to be voted by the association general assembly in the 2 nd year of the AIP. Is this realistic? If not, how should it be selected? The role and responsibility of the Advisory Board are not defined in the AIP CA. What should be its role and responsibility ? For example, should it transition and serve a dual function as the Executive Committee of the Board with an advisory role? (see the last slide of this presentation for other Executive Committee composition considerations).

Business Ethics Committee Business Ethics Committee: The Committee is to “determine the business ethics necessary for AIRN membership.” The BEC oversees/supervises the annual audits of AIRN members to assure they maintain proper quality control and ethical business standards. Beyond updating the “code of Business Ethics,” what power (if any) should the Business Ethics Committee have to impact AIRN policy, program? The AIP Cooperative Agreement stipulates that the BEC “will consist of at least one representative from each of the major input associations, one farmer group representative, one high level member of DAE, one male and one female AIRN retailer, and the Gender Specialist.” Only the Retailers are eligible to be AIRN members. What the longer term implications of these types of representatives? We will discuss in next slide

GLC & BEC Composition GLC & BEC : Should the GLC and Business Ethics Committees be considered committees of the Board or separate (composed of non-Board, non-AIRN members)? The AIP Cooperative Agreement mentions certain organizations and/or individuals which should serve as representatives: (GLC: Gender Specialist & representatives of women’s NGO’s in FTF zone; BEC as noted in the BEC slide). Should these committees be temporary for the duration of AIP or ongoing? Even if they are not can not be AIRN members, should they have an “ex-officio” (non- voting/observer) status on the Board?

Finance, Membership, etc. Finance, Membership, etc. Committees: Should AIRN also have Committees? For example, should their be a Finance and/or any other committees and should they be composed of any non-Board members? Should the Chair(s) of the Committees compose the Executive Committee or be members of the Executive Committee (in addition to those who are otherwise members of the Board)? General considerations: what, as a matter of AIRN policy, should be the composition of each of “its” committee (from the Board members or members of the Association or)? How long should any member of any Committee serve? What officers should a committee have? How should any Committee Chairmen be selected? For how long a term? What are the staffing and budgetary implications?