RFP: Ongoing Governance Advisory and Secretariat Services ToR

Ongoing Governance Advisory and Secretariat Services ToR Ubongo International, Ubongo Learning & Ubongo South Africa TOR: Engagement of Governance Advisory and Secretariat Services Firm BACKGROUND Ubongo International (UI), a U.S.‑registered 501(c)(3) nonprofit, Ubongo Learning (UL), a Tanzania‑registered NGO and Ubongo South Africa, a duly registered NPO, are leading African educational media organisations. As they expand across jurisdictions, effective governance is critical to ensure Board oversight, compliance with statutory obligations, and alignment with constitutional documents. To strengthen governance capacity, Ubongo seeks to engage a Governance Advisory and Secretariat Services Firm to provide ongoing, professional support across Board governance, committee governance, statutory/NGO secretarial services, and NGO compliance monitoring. This is a continuing engagement, not a one‑off review. DETAILED SCOPE OF WORK Phase I – Governance Planning & Calendar Establish annual Board and committee calendars. Track statutory filings, policy reviews, Board rotations, and governance deadlines. Maintain Board compliance monitoring systems. Phase II – Board & Committee Support Prepare agendas, meeting packs, and resolutions. Attend meetings, record minutes, and maintain action trackers. Support committee operations (Audit, Risk & Finance( ARFC ); Nomination, Remuneration & Governance ( NRGC ); Strategic Planning( SPPC ); Fundraising & Sustainability( FRSC ); Education&MEL( EMELC ). Phase III – Governance Registers & Records Maintain Board Register, Tenure Tracker, Skills Matrix, Conflict of Interest Register, Related‑Party Register, Resolution Register, and Board Compliance Tracker. Ensure records are accurate, secure, and up to date. Phase IV – Appointments & Succession Support recruitment, onboarding, rotation, and removal processes. Advise on governance implications of Board changes. Maintain succession information and tenure records. Phase V – Governance Documents Review and update BylLaws, charters, ToRs, governance manuals, codes of conduct, delegation of authority, and inter‑entity arrangements. Ensure documents remain current with law and practice. Phase VI – Advisory & Compliance Support Advise on matters requiring Board/committee approval. Interpret bylaws and governance documents. Identify governance risks, conflicts of interest, and related‑party issues. Phase VII – Reporting & Risk Escalation Provide monthly/quarterly governance reports. Summarize activities, Board compliance status, risks, and required approvals. Escalate governance concerns (missed deadlines, conflicts, documentation gaps). KEY DELIVERABLES Annual Board & Committee Calendar Governance Compliance Calendar Board & Committee Packs, Minutes, Action Trackers Board Resolution & Committee Decision Registers Governance Registers (skills, tenure, conflicts, related‑party) Updated governance documents Statutory filings and records Periodic governance reports EXPECTED OUTCOME Ubongo will have a reliable external governance partner ensuring: Proactive management of governance requirements. Efficient Board and committee processes. Proper documentation and implementation of decisions. Compliance with statutory obligations. Identification and escalation of governance risks. Current and fit‑for‑purpose governance documents. Strong, effective, and compliant governance practices across UI and UL. TIMELINE Initial engagement: 12 months, renewable upon satisfactory performance. Governance cycle: Annual calendar, quarterly compliance/risk reports, annual governance report, ongoing advisory support. REPORTING ARRANGEMENT The Firm will report to the COO, with direct access to Board and Committee Chairs as required. The engagement complements Ubongo’s internal governance team, providing specialist capacity and continuity of service. REQUIRED QUALIFICATIONS Proven experience in outsourced governance/company secretarial services. Strong nonprofit governance expertise. Experience with U.S. 501(c)(3) governance, South Africa and Tanzanian NGO governance. Track record supporting Boards and committees of international organisations. Evidence of at least three comparable assignments. PROPOSAL SUBMISSION Interested Firms should submit: Company profile and governance experience. Understanding of assignment and proposed methodology. Service delivery model and team CVs. Relevant nonprofit and international governance experience. Examples of similar assignments. Service standards/SLA and reporting arrangements. Fee proposal (retainer vs. ad hoc). Client references. EVALUATION CRITERIA Evaluation Area Weight Governance & secretariat experience 20% Nonprofit/international organization experience 15% U.S. nonprofit governance expertise 15% Tanzania & South Africa NGO governance expertise 20% Service delivery model 10% Team qualifications 10% Financial proposal/value for money 10% Total 100% SUBMISSION DETAILS: Submission Deadline: 31/09/2026 Submission Method: Email to both [email protected] and [email protected] Subject Line: RFP: Ongoing Governance Advisory and Secretariat Services ToR Expected start date: TBD Contract Currency: N/A Equal Employment Opportunity UBONGO provides equal opportunities to all bidders and prohibits discrimination and harassment of any type without regard to race, color, religion, age, sex, national origin, disability status, protected veteran status, sexual orientation or any other characteristic protected by the laws of the country we are operating in. 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