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A
Accountability. Holding someone, some group or some entity responsible for its actions and failures, outputs and results.
Audit committee. A subcommittee of a board of directors/trustees that includes a high proportion of independent directors and those competent in accounting and auditing. It receives and acts upon the financial recommendations of outside auditors.
B
Benefactor. Person who uses their money to set up a trust or foundation during their lifetime or through their testamentary will.
Beneficiaries. Persons for whose benefit property (including money) is held, or for whom services are offered, by trustees or NGOs.
Bequest. A charitable gift by a donor. Often it comes with the entitlement to have your name associated with the gift.
Board of directors or trustees. The group of directors (or trustees) that has day-to-day operational control and oversight over an NGO or international organization (IO). Different names are used in each jurisdiction or legal tradition.
Breach of trust. Acting in a way inconsistent with your fiduciary duties to act in the best interests of the NGO above your own gain.
C
Case law. Law and principles made when judges or arbitrators decide cases and disputes and write up their decisions. It is non-statutory law, meaning it is not created by the legislature or sovereign.
Certificate of incorporation or charter. Formal document that establishes a corporate entity and frequently defines its scope and powers. It is usually filed with a government official, department or court responsible for registering such entities.
Character assassination. Extreme acts against a person’s reputation or business integrity often as part of a protest campaign.
Charity. An entity set up for the purpose of providing educational, scientific, religious, artistic, or philanthropic relief to members of the general public. Many jurisdictions have long-standing specialized laws for the establishment and regulation of charities. Does not normally include private clubs and mutual societies for the benefit of its members.
Chief operating/executive officer or managing officer (CEO). Person who is the highest executive officer responsible for running the daily operations of an NGO. Often called a coordinator in more collective NGOs.
CITES. The Convention on the International Trade in Endangered Species of Wild Fauna and Flora, which entered into force in 1975, attempts to regulate the global trade in animals, plants and their products. Some NGOs have been able to play a useful role in monitoring countries’adherence to their treaty promises under this regime.
Civil action or suit. A legal case brought by one private citizen or company for relief or damages. Not initiated by the state or police prosecutors.
Class action. A civil suit brought collectively by a group of people who are affected by the same activities or negligence (e.g., consumers of a faulty drug or victims of an environmental accident).
Code of conduct. Voluntary guidelines and principles for how NGOs may conduct themselves and their affairs. Not established by the state through force of law.
Commingling of funds. Improper mixing of personal finances with those of an NGO.
Compact (social contract). Term referring to various legal and administrative arrangements between a government and a private or NGO social service provider, such as in the health or education fields.
Conflict of interest. Improper mixing of personal and fiduciary business interests, where a director or officer would gain personally from a business decision taken by the NGO. Such situations are best avoided by the conflicted director excusing herself from the board meeting, leaving the matter to be decided by the other impartial directors.
Constitution. Formal legal document as to how a state, international organization or NGO is organized and run.
Constitutive documents. Formal legal documents, such as charters or memoranda of incorporation, which are used to set up (constitute) the existence of an NGO or other legal entity.
Control system. Any system established to ensure financial and legal commitments are made by the right persons upon proper authorization and crosscheck.
Convention or treaty. International agreement between two or more states and/or international organizations. NGOs are usually not allowed to be formal parties in their own right to treaties.
Corporate (social) responsibility (CSR). Rapidly-expanding phrase which encompasses a myriad of philanthropic and NGO-style activities undertaken by private sector companies or their grant-giving foundations either independently or in partnerships. Also includes corporate ethics, codes and best business practices.
Criminal laws. Body of law and principles that refer to illegal acts that are prohibited by the state on force of fine or imprisonment.
Crosschecking. Prudent financial or business management procedures to safeguard against fraudulent or negligent business decisions. Usually involves another more senior officer or body overseeing the work of the more junior operative.
D
Direct action. Any activity or demonstration that involves one-on-one confrontation, as opposed to more indirect means, such as boycotts, negotiations and lobbying to change policy.
Direct mailings. Approaching the general public for a contribution to an NGO through a bulk mailing campaign of brochures usually accompanied with pledge forms.
Dissolution of an NGO (winding-up of an NGO and its operations). Various procedures required in each jurisdiction to end the operations of an NGO and pay out its creditors in an orderly way.
E
ECOSOC. The Economic and Social Council of the United Nations is assigned to coordinate the economic, social, and related work of various parts of the UN. It receives advice from numerous NGOs, as well as academics and representatives from the business sector.
European Convention on Human Rights. The European Union’s version of the Universal Declaration of Human Rights. It copies very closely the wording of many of the UN’s sections. It also established a European Court of Human Rights, which has heard many cases upholding the rights of controversial NGOs to establish and register themselves in countries such as Greece and Turkey.
Executive fiat. An order from a government official whose decision is necessary to authorize actions or procedures, such as the registration of NGOs. Often marked by a high degree of unpredictable discretion that is frequently unchecked by another independent body or court.
F
Fiduciary duty. Duty of trust owed by a director, trustee, or officer to act in the best interests of the NGO, rather than for personal advancement.
Foundation. Usually a large-scale charitable or public purpose organization, often backed by a multinational company, that may be established under a variety of laws. Some foundations are also incorporated as nonprofits (e.g., World Economic Forum in Switzerland). A favored form for grant-giving trusts or societies for the support of the arts.
Founder. Person, company or group that establishes or originates an NGO.
Four-eyes principle. So-called because at least two people will check a financial transaction before it is implemented. Based on the old military “two-keys”principle that the agreement of two officers is required before a weapon can be launched.
Franklin dam campaign. In 1982 environmentalists interfered with planned hydro construction works on state forest land in Tasmania, Australia to stop the destruction of a UN common heritage wilderness area. Their televised actions and arrests popularized the struggle and bought time for federal government intervention and ultimately successful court challenges to halt the works.
Freedom of information laws. Term to refer to various laws and disclosure practices in progressive jurisdictions that allow the general public to access nonsensitive government documents and archives. Certain non-public NGO reports and filings might be disclosed to the public or media if such laws apply to the government departments that collect these reports.
Freedom to associate. A bedrock principle for NGOs and their members to peacefully congregate to pursue their agenda. Often also enshrined in democratic constitutions or bills of rights.
Fundraising ratio. Amount of money raised against the costs of raising it.
G
General assembly. Most common term used to refer to the periodic meetings of all the members of an NGO. Universally must be held at a minimum on an annual basis, but can be more frequent depending on the terms of the constitutive documents or the business needs of the NGO.
Gifts-in-kind. Instead of giving money, personal property such as clothes, food or services may be contributed by donors.
Governance. Manner in which power is exercised by someone, some group or some entity in management.
Governing body. Term referring to the highest management group of an NGO. Often synonymous with the board or even the general assembly.
Group guarantee. The repayment of a microfinance loan is guaranteed by the other members of the borrowing village group, not just by the debtor herself. Group support is thought to encourage higher peer pressure to honor a loan.
Guantanamo detainee case. In the case of Hamdan the US Supreme Court decided in June 2006 to invalidate military commissions which had been set up in violation of the Geneva Conventions at the US-run prison at Guantanamo Bay for detainees from the campaigns against terror. Notable for a powerful judicial check on the executive branch’s interpretation of their powers to act in times of a national emergency and for upholding international humanitarian and treaty principles in the face of domestic derogations or exceptions.
I
Improper personal profit. Any personal financial or business gain at the expense of the best interests of the NGO.
Indirect action. Myriad of NGO activities that do not involve one-on-one confrontation or physical acts, most of which are legal.
Institutional memory. The tacit knowledge and know-how possessed by staff who work for an NGO or IO. It is rarely written down or passed on to new personnel. Frequently it is lost to an entity when the long-serving staff leave, unless the entity introduces knowledge capture and management programs.
Internal governance. Procedures set up inside an NGO to ensure it is operated in an efficient and ethical manner.
L
Legal identity or personality. Capable of having legal rights and duties separate from the individual members. At law persons can be natural (real human beings or individuals) or artificial (companies or other formal entities, including registered NGOs).
Libel. Term referring to various criminal and civil laws that protect persons and companies (sometimes even their products) from unfair or untrue public accusations.
Limited term charitable licensing. Instead of having a perpetual license to operate indefinitely, a charity must periodically convince the registration authorities that it is operating responsibly and in the public interest before it can receive a renewed license. This reform is being considered in light of criticism that some large charities have become complacent and non-responsive to the reasonable demands of government and the general public.
M
Management board or advisory board. Often a board of outside advisers who are experts in their field and are selected to give independent guidance and comments to managers on the operations and programs of an NGO.
Matching gift program. Some companies will match the amount of money their employees give to a charity or qualified NGO through these programs.
Memorandum of Understanding. A written arrangement to collaborate on some project or activity often in the form of an exchange of letters between parties such as IOs, government departments and NGOs. It is not intended to have the force of being legally binding, although the parties will usually honor their promises to each other. It is widely used because it is more convenient to prepare and may not require the formal approval of higher authorities with legal and financial commitment powers.
Mission. The strategic direction or purpose of an NGO. Can be multiple but not too diffuse.
Montreal Protocol. One of the most successful treaties of all time, the Montreal Protocol on Substances That Deplete the Ozone Layer has enjoyed widespread adoption and implementation by countries since it was first opened for signature in 1987. Also has a multilateral fund that helps developing countries pay for their obligations under the treaty to phase out the use of ozone-depleting substances. Especially noteworthy for its fast negotiation after the scientific problem was understood.
Moral turpitude. Serious violation of normal moral standards, most usually involving the commission of a crime or a heinous personal act.
N
Narmada Dam campaign. In the 1980s local people formed a movement to protest their displacement for the construction of a major dam project on the Narmada river in India. The World Bank withdrew financial support after an independent review of the implementation of the project.
Not-for-profit company. A corporation set up under a special section of the company laws for an identified non-commercial reason, such as educational, charitable, social or humanitarian purposes. While NPOs may have the traditional management structure of a company, i.e., CEOs, officers and boards of directors, they do not have shareholders who receive profits or distributions of its assets.
O
Open letter. A protest or complaint letter addressed to the target of a campaign (e.g., CEO of an offending company) that is publicly displayed by the writer usually in a paid advertisement of a newspaper. Now more frequently posted on the Internet, which is cheaper but less visible.
Outside oversight. External checking by an independent body of an NGO’s operations and governance.
Overhead or administrative expenses. Back office expenses that must be met to deliver aid or service in the field to the beneficiaries in need. Frequently criticized if too high or misspent on lavish rent and perks for HQ executives.
P
Parody or hate site. Web site with the purpose of making fun or criticizing its target, which might be a government, company or individual.
Partnership. Relationship among people carrying on a common business for shared profit, but who are not members of an incorporated company.
Philanthrocapitalism. Newly-coined phrase that refers to the new breed of wealthy capitalists or celebrities who are socially active in their preferred charities or causes.
Public benefit. An important concept for NGOs in order to obtain tax privileges and exemptions because their activities are beneficial to the general public good of society rather than being for a money-making endeavor or for members’ personal enjoyment.
Public liability insurance. New form of insurance that covers an NGO for its damage or negligence to members of the general public. It may have to be offered by a government agency; commercial insurance companies may not find it a lucrative enough market to enter.
S
Sarbanes-Oxley Act or SOX. More formally the Public Company Accounting Reform and Investor Protection Act of 2002. After the Enron scandal, US legislators Sarbanes and Oxley sponsored this wide-sweeping reform of corporate governance of publicly traded companies in the United States. Certain provisions are also relevant for large NGOs and foundations. Similar legislative reforms have taken place around the world; these are frequently known as SOX reforms.
Self-dealing. Improper mixing of personal business interests with those of the NGO, where a director or officer causes an NGO to enter into a financial or business arrangement for the benefit of the director or officer.
Self-regulation. Instead of being controlled by the government, an NGO or a sector of civil society undertakes to police its own activities.
Sharp practice. While not strictly illegal, this activity may cross the bounds of what is normally considered ethical or a good business practice for an NGO.
Special-favor deals. A business deal where an advantage is offered to an insider or a person connected with the managers of the NGO. Most often these are unfair and improper to the disadvantage of the NGO.
Stakeholder. Any person or group with an interest in an NGO or IO or their operations and programs. Does not have to be a member or volunteer and is often someone who is being helped by the NGO’s programs.
Statute or statutory law. Laws formally written down by legislatures or parliaments in enactments, as opposed to judge-created case law.
Subsidiarity. Useful concept developed by the EU to mean taking important decisions at the lowest and most efficient level so as to encourage more direct involvement of the persons usually affected. Also sometimes known as “new localism.”
T
Tax exemptions and privileges (tax breaks). Generic terms to refer to the myriad of tax relief provisions offered by governments for both the NGO and persons who donate money to registered NGOs that qualify for such privileges.
Transparency. Allowing outsiders to see the inside workings and decision-making processes of an NGO or its management body. Also known as“information flows.”
Trust. Has many legal definitions; for our purposes mainly refers to a form of NGO set up by a wealthy individual (benefactor) either during their lifetime or through a testamentary will for a non-commercial purpose, frequently for the benefit of others or a philanthropic activity.
Trustee. One who holds property or money on trust for others, or provides services for the benefit of others; the managers of a trust.
U
Unincorporated association. A group that has not taken formal legal action to organize itself into a separate legal entity; such a group is unincorporated, not a corporate body of associated people. Many NGOs begin in this form but find they must evolve into a more formal entity as they grow.
Universal Declaration of Human Rights. The United Nations General Assembly’s first bill of rights dating from 1948. While it is not strictly legally binding on states, it has long been recognized as declaratory of customary international human rights law.
V
Venality. Being susceptible to corruption or bribery or using one’s position of trust for an improper personal benefit or dishonest gain.
W
Watchdogs. Usually independent NGOs that oversee (with or without permission) the operations of other NGOs or IOs that are active in areas of particular interest, such as the environment or indigenous peoples.
Whistleblower. Usually an inside person who discloses wrongdoing or sharp business practices in an NGO, IO or company. Many progressive jurisdictions protect them from retaliation that could affect their employment prospects.
Winding-up (or dissolution) of an NGO and its operations. Various procedures required in each jurisdiction to end the operations of an NGO and pay out its creditors in an orderly way.
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