TERMS OF REFERENCE (ToR) Development of Organizational By-law and Governance Framework

General Information

1. Background and Rationale

The Ethiopian Initiative for Human Rights (EIHR) is a national civil society organization dedicated to strive for the cause of human rights in Ethiopia. It also aspires to see a democratic system where people are sovereign, human rights are respected and the rule of law prevails. Moreover, it is dedicated to empower citizens and groups to promote and protect human rights and advance democratic values. EIHR was registered by the Authority for Civil Society Organizations (ASCO) on 4^th July 2019 with certificate number 4255.

EIHR, with the support of the French Development Agency (AFD), the Embassy of Ireland in Ethiopia, and the Royal Norwegian Embassy has been implementing CSIF II project in 12 sub-cities of the Sheger City Administration, in Oromia Region. The program aims to support new and emerging CSOs and contribute to build a vibrant, resilient, and inclusive civil society ecosystem in Ethiopia. The program seeks to protect civic space; advance human rights, peace, democracy, and gender equality; promote inclusive and accountable governance; and ensure that all voices are heard and rights upheld. By investing in the capacity, resilience, and collective action of local CSOs, CSIF seeks to broaden civic space and strengthen inclusive, accountable governance, gender equality, and peaceful coexistence.

To that end, EIHR has been implementing a two years project titled “improving human rights protection through strengthening grass-roots civic engagement” in the above-stated project areas. One of the strategic objectives of the project is to support new or emerging grass-roots civic actors to promote human rights through civic engagement. More importantly, the project aims to amplify the relationship between the state and civic actors through strengthening grass-roots civic engagement.

To advance this initiative, EIHR seeks a qualified consultant that crafts legal and governance framework so as to establish the above-stated local engagement platform. This TOR therefore intends to ensure legal compliance, strengthen internal operational governance, and adapt to evolving regulatory frameworks, the organization requires a comprehensive, legally binding, and democratically agreed-upon set of Bylaw.

1. Objectives of the Assignment

The objectives of this assignment are to draft General Assembly-led organization's Bylaw to foster transparency, gender equality, institutional sustainability and clear accountability pathways. In addition, it aims to

1. Define a clear governance structure, including roles, voting mechanisms and responsibilities.
2. Ensure strict compliance with local, regional and national CSO legislative frameworks.
3. Establish robust mechanisms for financial oversight, resource management, dispute resolution and operational transitions.
4. Build consensus among general assembly members, founders and community stakeholders regarding organizational rules.

1. Scope of Work

The selected consultant will execute the following activities:

1. Desk Review: Analyze existing organizational documents, strategic goals, donor compliance guidelines and national regulatory acts governing non-profit associations.
2. Stakeholder Consultations: Conduct key informant interviews (KIIs) or focus group discussions (FGDs) with leadership, members, and target community representatives to identify governance gaps.
3. Drafting the Statute: Formulate a comprehensive bylaw document addressing key governance criteria.
4. Validation Report: Facilitate an interactive review session with the General Assembly to collect final feedback and refine provisions.
5. Other activities will be briefed during onboarding.

1. Key Elements to Include in the Bylaw

The final Bylaw must explicitly document the following structural components:

1. Identity and Mandate: Official name, registered address, vision, mission and core values.
2. Membership Framework: Eligibility criteria, classes of membership, rights, dues, and termination processes.
3. Governance Architecture: Structure of the General Assembly, Executive Committee, Executive Director, tenure limits, separation of powers, and removal procedures.
4. Meetings and Decision-Making: Quorum thresholds, notices, proxy rules, and voting procedures for Meetings.
5. Financial Controls: Policies for banking, auditing, asset management, and authorized signatures.
6. Conflict of Interest: Clear protocols to manage ethical boundaries and protect organizational integrity.
7. Amendments and Dissolution: Procedures for altering the bylaw and asset allocation directives upon winding down operations.
8. Other components will be briefed during onboarding

1. Expected Deliverables and Timeline

The assignment is expected to span approximately 30 days over an agreed calendar window: