Governance of the African Digital Rights Network – revision agreed 01 June 2022

1. ADRN Charter of Principles:
 

What we are working for

1.1 The Network will contribute to the ability of people to exercise, defend and expand their digital rights including universal rights to privacy, freedom from violence, freedom of political opinion, speech, and association. 

1.2 We will build practical knowledge about how civic space is being opened and closed using digital tools, policies and other mechanisms. We will study which foreign and domestic actors are using which digital and non-digital mechanisms to close civic space. We will build knowledge, tools and capabilities to analyse digital campaigning, surveillance and disinformation and share learning about how to open civic space, and exercise digital rights safely. 

1.3 We will make a theoretical contribution about the affordances of digital technology for opening civic space and enhancing the agency, freedoms, and rights of citizens.

Why we are doing it

1.4 We assert that digital rights, digital security and digital inclusion are essential as preconditions for what the SDGs call “inclusive, participatory, representative decision-making at all levels” so that citizens are able to play a full part in governance and policy issues that affect their lives.

1.5 Network members believe that digital rights are universal human rights in digital spaces and that building capacity, knowledge and policy are essential for citizens to safely exercise, defend and expand these rights. 

1.6 We work in solidarity with groups whose digital rights are being denied, especially those who experience intersecting forms of discrimination, with an interest in shifting power to those who are in danger of being left behind. 

How we will do it

1.7 We will expand the Network by being strategically inclusive of those that share our principles and bring together those digital rights practitioners, policy-makers, analysts and researchers who are best able to advance our aims.

1.8 We will respect and uphold privacy and freedom of expression and use open, participatory, democratic and equitable processes. We value these processes as being of equal importance to achieving outputs and outcomes.

1.9 We recognise that context matters and put contextual understanding of the problems, first, before developing or applying solutions

1.10 We recognise the digital sphere as a multifaceted space which is grounded in the physical world and the need to work across sectors and disciplinary boundaries.

1.11 We will address power imbalances by ensuring equitable voice and recognition, collective decision making, and open knowledge sharing within the network. 

1.12 We will resolve issues by creating space for dialogue, honesty and openness. We will develop a framework for democratic decision making, which will be agreed and in place within the first year.

1.13 We will nurture a respectful, and safe learning environment so that we can be open to critique and contestation and not just consensus.

2.    ADRN Membership:

2.1 The African Digital Rights Network (ADRN) plans to grow in order to better achieve its objective of producing new knowledge and capacity to improve people’s ability to exercise, defend and expand their digital rights in Africa. This document establishes the basis on which membership will be expanded.

2.2 New members should preferably be from Africa and ideally should bring new country coverage or new sectoral expertise not already represented in the Network.

Duties

2.3 Membership of the Network is contingent upon support for and adherence to the network Charter of Principles (copied below). 

2.4 Members are expected to engage with Network activities. A member who consistently does not participate in the network activities for six months shall be requested by the steering committee to give reasons for such and indicate if they are still interested in being a member of the network. The steering committee by a vote of at least 2/3 for the decision, will vote to terminate the membership of the member.  Participation in network activities includes attendance of meetings, fundraising activities, workshops, research calls, among others.

2.5 Entitlements: It will not be practical to include every member in every funding proposal. Membership of the Network does not imply an entitlement to inclusion in any specific project or to receipt of any income. 

2.6 Representation: The Network will seek to avoid and minimise over-representation or imbalance of representation by particular countries, sectors or organisations. 

2.7 Application for Membership: applicants are required to submit an application of not more than one page which includes a brief biography and reasons for joining. 

2.8 Following the receipt of a one-page applicant summary, the next meeting of members will approve or decline membership based on a reading of the application, assessed against the above Network governance rules and the Network Principles. 

2.9 Applicants can either be (a) given full membership, in which case they will be invited to all Network events and have the same decision-making rights as everyone else, (b) denied membership. In either case, applicants shall be duly informed of the Network’s decision with explanation.

Termination of membership: 

2.10 A member may elect to leave the Network at any point by sending an email to the list of members.

2.11 If a Network membership expires due to non-engagement as stated in 1.4 above, the member will be required to re-apply to be a member.

2.12 A proposal to revoke membership will be considered as an agenda item if it is claimed that they are in breach of the Network Principles. The proposer must circulate the request and reasons to members 7 days prior to a members’ meeting.

2.13 A two-thirds majority of attending members is required to revoke membership. A member who is voted out will have the right to appeal at the subsequent member’s meeting if an intention to appeal email is sent to members 7 days prior to the following members’ meeting.


3. ADRN Governance Process

3.1 A General Meeting to which all members are invited is the highest decision-making body in ADRN. The Annual General Meeting (AGM), held once a year, will undertake the following tasks:

3.1.1     Address any issue related to the operation of the ADRN such as the review of this Charter or any other structural issue. 
3.1.2    Approve members of the new Steering Committee (SC)
3.1.3    Approve ADRN annual strategic plan and annual work plan.
3.1.4    Approve ADRN annual financial report and plan.

3.2    All approved ADRN members have one vote at an Annual General Meeting.

3.3    The Chairperson of the Steering Committee will call for an AGM through email notification sent to all members at least one month before the scheduled date of the meeting.

3.4    The AGM will elect a Steering Committee and Office Bearers from among approved members. Office bearers will remain in post for not more than two-years.

3.5    The Steering Committee will prepare a strategic plan for the year ahead and distribute to all members at least one month before the date of the Annual General Meeting.

3.6    Once approved, the Steering Committee has responsibility for implementing the strategic plan between General Meetings.

3.7    Office bearers will include a Chairperson, Treasurer, Secretary Membership Officer, plus a vice-chair and up to four additional Steering Committee members without portfolio.

3.8    The Steering Committee will hold regular meetings on a quarterly basis to progress fundraising, projects and strategic planning between General Meetings. Emergency General Meetings (EGMs) or Special General Meetings (SGMs) may be convened as deemed necessary by the Steering Committee to inform the full membership of Emergency or Special circumstances that may require their notice or decision (e.g. resignation of office bearers or financial crisis).

3.9    In between General Meetings, the Steering Committee will have the authority necessary to makes decisions necessary to pursue ADRN objective in line with the strategic plan, Charter of Principles and Governance Process. This includes the development and submission of new funding proposals, project implementation and donor reporting and liaison.

3.10    The Steering Committee is free to establish sub-committees as necessary to develop particular areas of ADRN work such as fundraising sub-committee, finance sub-committee, annual conference sub-committee, project sub-committees.

3.11    Sub-committees are not decision-making entities; they generate proposals for the final approval by the Steering Committee and General Meeting.

3.12    A simple majority system (50+1) will be used to make decisions in the Steering Committee and General Meetings. In the case of a tied vote the Chairperson has the casting vote. A voting majority of two-thirds will be required to change this Governance Charter.

3.13    Any member of ADRN if free to attend any Steering Committee or Sub-Committee meeting as an observer.

3.14    The work of all ADRN officials, Steering Committee or sub-committee membership is voluntary and unremunerated. There is no facility for claiming expenses unless stipulated in a funding contract issued by ADRN.

3.15    The Chairperson is responsible for convening General Assemblies and Steering Committee meetings and for chairing the meetings of both. The Chairperson is the principal contact, representative and spokesperson for ADRN however in practice these roles will be shared with other Steering Committee and general members who may have specific relevant expertise, experience or time. In practice the Chairperson can delegate any task to the Vice Chairperson or to another ADRN office bearer, however the Chairperson remains accountable to the General Assembly for ensuring that (a) regular meetings take place (b) that they further the aims and objectives of ADRN as set out in its Charter of Principles (c) that ADRN business is conducted according to its agreed Governance Process.

3.16    The Vice Chairperson is responsible for carrying out the role and responsibilities of the Chairperson in their absence for whatever reason. The Vice Chairperson will assist the Chairperson in all of their tasks and may take on other specific tasks as requested by the Steering Committee or General Meeting.

3.17    The Treasurer is responsible for overseeing the finances of the Network. They will lead on preparing budgets, monitoring expenditure against budget, and reporting on finances. The Treasurer will provide financial reports to the General Meeting, Steering Committee, and to donors as necessary. The Treasurer will be the Chair of the finance sub-committee if one is formed.

3.18    The Membership Secretary is responsible for managing ADRN’s membership. Anyone wishing to join ADRN is required to provide the Membership Secretary with a one-page CV that includes the thematic and geographic experience of Digital Rights. The Membership Secretary will share the one-page CVs with all members in advance of any ADRN meeting with a recommendation to admit to membership or decline. ADRN members can take a decision in any ADRN meeting to admit new members. The Membership Secretary will also be responsible for managing the exit of members when they resign of if their membership lapses. The Membership Secretary will keep an up-to-date record record of members and report membership numbers to the Annual General Meeting.  The Membership Secretary will be the Chair of the membership sub-committee if one is formed.