family for every child governance manual
TRANSCRIPT
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Governance Manual covering note for Steering Committee pre-read
The attached Governance Manual has been drafted to reflect and to build on the
discussions at the fourth Steering Committee meeting (September 2012, London). It
is co-authored by Ian Hanham, Director of Corporate Resources, EveryChild andNeill Stevenson, independent consultant and Executive Director, Center for
Advanced Management Development.
The purpose of the manual is to provide a clear, user-friendly document which
codifies the governance operations of Family for Every Child, and which enables
members to modify the governance approach as appropriate without always needing
to revert to the higher level Articles of Association (which are framed to comply with
the laws of England and Wales).
The manual, and the thinking which underpins it, has been shared with the
Membership and Governance Task Group throughout its development. It is now
being brought to the Steering Committee for debate, challenge and review.
As there will be ample opportunity during the Committee meeting to discuss the
detail of the manual, we ask you in pre-read to consider in broad terms:
Does the governance structure, and its interfaces, as laid out in the
diagram on page 7 and in the relevant sections of the manual, make sense
and provide appropriate checks and balances such that the membership
can be confident that they have sufficient ability to influence Family for
Every Childs activity whilst enabling the board and secretariat to efficiently
and effectively deliver on behalf of the membership?
Do the categories of membership and associated voting rights (including
the votes required to call meetings, pass motions and resolutions etc.) fit
with the Committees expectations?
Do the criteria defining the make-up and operation of the board (section 6)
achieve the objectives of the Committee?
o In particular, please give thought as to whether the Chair should beindependent of the membership, and potentially selected
specifically to be Chair, or whether it is preferable for Chair to be
selected from within the board. Please look at Appendix 1 in
considering this question.
Is the manual clearly written so that it will be user-friendly to new members
and effective when needing to understand how governance decisions are
made?
During the Steering Committee session on governance there will be an opportunityto discuss and explore all aspects of the governance proposal. The intention is that
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by the end of the meeting we have agreed all of the substantive components as to
Family for Every Childs governance approach.
Following the Steering Committee review and agreement, a final version will be
prepared and signed off by the task group and the interim trustees. During this
stage, we will also confirm with the legal advisers whether any changes are requiredin the Articles of Association to bring this into effect. The manual will then become
operational as from the election of a member-representative board in March 2014.
Once the board is elected, and the governance manual is operational, a number of
the current ways of working will change, for example:
the interim trustees will stand down and will be replaced by a majority elected
/ minority co-opted board as described in the manual,
the Steering Committee will disband and be replaced with the Assemblystructure as per the manual,
existing task groups will be disbanded if there is ongoing activity, this will be
absorbed into sub-committees or into task groups formed according to the
new governance procedures,
the support unit will become the secretariat, reporting directly into the Family
board; it will no longer have a management reporting line into EveryChild,
a grant agreement will come into place between EveryChild and Family for
Every Child, laying out the management approach from April 2014 onwards; a
service level agreement will be established defining the support services andstandards provided by EveryChild to Family.
You will note in section 6 that the EveryChild board have set down their proposed
approach to board representation for the transitional period. In doing so, they have
explicitly acknowledged that control of Family for Every Child is ceded to the Family
board (and therefore to the membership due to the majority of board representation)
from March 2014. This proposal enables EveryChild to discharge their fiduciary
duties effectively, and is also felt to provide a benefit to Family through transition by
having EveryChild representatives more actively engaged than would be the case in
a traditional grant relationship. The Steering Committee will be asked to sign off on
this proposal during the governance session.
We look forward to discussing with you in New York.
With best regards,
Ian and Neill
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V02 - for Steering Committee August 2013
Governance
Manual
Document history
Version Description Date (of creation)
Final Version
Fourth draft for final review with lawyers and task group
V02 Third draft for pre-read and discussion of the SteeringCommittee
22 August 2013
V01 Second draft for circulation to membership and governance
task group
19 July 2013
V00 First draft for IH / NS review with AG / NP 16 July 2013
Document storage
Location Currently on EveryChild internal drive Programmes, Alliance, Governance of Family for Every
Child, Governance Manual
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1. About Family for Every Child
1.1.Vision, mission, values, beliefs
Vision
A world where every child can grow up in a permanent, safe and caring family.
Mission
To strengthen a global network of national civil society organisations that
mobilises knowledge, skills and resources so every child can grow up in a
permanent, safe and caring family, and to support temporary, quality alternative
care where needed.
Values
Solidarity
Partnership
Empowerment
Strive for excellence
Accountability
Non-discrimination
Subsidiarity
Beliefs
The best place for a child to grow up, regardless of background or
circumstance, is in a safe, caring and permanent family.
Children should have at least one protective, responsible adult who cares
for them in their own home - preferably a parent or, if this is not possible,
a family member.
Keeping families together is a priority and more support must be provided
for those who need it.
A range of quality alternative care options must be made available for
children who cannot be cared for by their parents.
Decisions about childrens care should be made in their best interests,
appropriate to their individual circumstances, and involving children and
families.
Children in alternative care should remain as close as possible to their
home communities.
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1.2.Conceptual Framework
Family for Every Childs conceptual framework is summarised below:
For more information, please see http://www.familyforeverychild.org/knowledge-
centre/towards-family-every-child-conceptual-framework
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1.3.Legal structure and the role of this governance manual
Family for Every Child is registered in England and Wales as a charitable
company limited by guarantee. It is registered with Companies House (number
08177641) and the Charity Commission (number 1149212).
The activities of the company and certain governance rules are laid out in the
Articles of Association.
Under the charity law of England and Wales, and as laid out in the Articles, the
objects of Family for Every Child are:
for the public benefit:
to promote the care, protection and development of children and young people
throughout the world and in particular those without parental care or who are atrisk of losing parental care; and
to advance such other charitable purposes incidental to the above purpose as
[Family for Every Child] may determine.
This governance manual is complementary to, and consistent with, the Articles.
It is intended to be a more user-friendly working document to codify governance
operations and to enable members to modify the governance approach as
appropriate without a need to revert to the higher level Articles.
It should be noted that, in case of any discrepancy between the two documents,
the Articles have precedence under law changes to this manual should always
be checked to the Articles to ensure that the two documents remain consistent.
Changes to the governance manual require a majority vote in favour at a meeting
of the Assembly of Members (see section 4).
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2. Members
This section provides a very basic description of members and their roles / rights
in the governance structure. For more detail, refer to the membership process
document and the membership standards.
2.1.There are 4 categories of membership:
a. Associate the entry level for a new member.
Associate members are identified via a selection process co-ordinated by
the secretariat, following criteria agreed by the membership and
standards committee (see section 7.2).
Associate members have the right to have one representative, selected
from their own governing body or senior management, in attendance atmeetings of the Assembly of Members. Associate members do not have
any voting rights at members meetings, and are not able to stand for the
board or for Assembly committees. They can be co-opted onto Board
sub-committees or task groups. They can participate in the Priorities
Advisory selection panel (section 5.2).
Associate status typically lasts for two years, after which the associate is
assessed by the membership and standards committee to determine
whether the criteria / standards for accession to full membership have
been met.
b. Full the category of membership for national non-governmental
organisations who have successfully completed the associate stage.
Full members have the right for one representative to attend meetings of
the Assembly of Members. They have one vote in all issues put to the
vote of the members.
Full members have the right to nominate a representative from their own
governing body or senior management to stand for election to the Board,as President of the Assembly, or to serve on any of the Assembly
committees, board sub-committees or task groups. See the relevant
sections for details on the nomination and selection process for each
post.
Full membership requires the member to continue to meet the criteria as
determined by the membership and standards committee and agreed by
the Board and the Assembly of Members. Membership can be
withdrawn by the Board at their sole discretion.
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c. Affiliate the category of membership open to research institutes,
international and regional NGOs and other alliances and coalitions with
experience of work with children without adequate care.
Affiliate members cannot participate in the governance of Family forEvery Child.
d. Friend the category of membership open to businesses, trade unions,
civil society organisations not working specifically on children without
parental care, and individuals such as consultants, researchers and
professionals.
A friend has an informal relationship with Family for Every Child.
Other benefits and obligations relating to membership, including rights to use the
Family for Every Child brand in a members own communications, are detailed inthe membership process document.
2.2.Dispute resolution
In the event of dispute, e.g. at a decision of the Board of trustees, members
have the right of appeal to the Chair of the board in the first instance. If still
not satisfied, the member can lobby the President of the Assembly of
Members for the right to be heard at the next meeting. This will be referred to
the Assembly Planning Committee (see section 5.1), who will make the final
decision on whether the members appeal to be heard by the full membershipshould be granted. The decision of the Assembly Planning Committee is final.
3. Governance structure
The primary bodies in the governance structure of Family for Every Child are:
Assembly of Members
Board
Secretariat
3.1.Assembly of Members - summary
The Assembly of Members is the highest body in the governance structure.
Its main governance functions are to receive reports from the Board and the
Priorities Advisory Group and to elect trustees.
As well as governance functions, meetings provide an opportunity for knowledge
sharing, practice exchange, agreement of advocacy objectives and to influencestrategy development via the Priorities Advisory Group.
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The Assembly is overseen by the Assembly President - a member who is not on
the board.
The frequency of physical Assembly meetings is agreed by the Assembly
Planning Committee. This committee also determines the venue of Assemblymeetings, and governs the processes for decision-making by members outside of
full meetings e.g. in the event that an elected trustee stands down mid-term.
See section 4 for more detail.
3.2.Board - summary
The board is responsible for taking the broad brush decisions / steers from the
Assembly of Members and ensuring these are translated into a detailed strategy.
It is responsible for oversight of the strategy delivery.
It is responsible for ultimate management oversight of the secretariats
functioning it holds the chief executive to account. The board is responsible for
ensuring good governance across the organisation.
The board is accountable to the whole membership through the Assembly of
Members.
The ideal board size is between nine and thirteen trustees, with the majority of
trustees elected by the membership.
See section 6 for more detail.
3.3.Secretariat - summary
The secretariat is accountable to the board via the chief executive.
It is responsible for supporting the detailed development of, and operationalising,
the agreed strategy.
The secretariat facilitates and works with members, for example through working
groups.
See section 8 for more detail.
The governance structure is shown in diagrammatic form below, along with high-
level accountabilities.
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Key
Makes appointment (where not appointed by Board of Trustees)
Accountable to
Provides advice to
ASSEMBLY OF MEMBERS
BOARD OF TRUSTEES
SECRETARIAT
Assembly Planning Committee Priorities Advisory selection
panel
Priorities Advisory GroupFinance and Audit Committee
Board Selection and
Development Committee
Membership and Standards
Committee
Assembly appoints
elected trustees,
board appoints co-
opted trustees
Not appointed,
members self select
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4. Assembly of Members
4.1.President of the Assembly
The President of the Assembly (President) is the person with overallresponsibility for ensuring that Assembly meetings run effectively, and that the
governance responsibilities of the members are discharged through such
meetings.
The President is elected by the voting members at the Assembly of Members.
Ordinarily the president will take up their post at the end of the meeting at which
they are elected, and will remain in post until the end of the subsequent meeting.
The President must be a full member representative, and must not be on the
board of trustees.
The President chairs the Assembly Planning Committee see section 5.1.
4.2.Process for calling and running meeting
The frequency of Assembly meetings is a matter for discussion with and the
agreement of the members. The frequency will be influenced by such issues as:
the number / scale of issues to be discussed,
cost / affordability / availability of funding,
logistical considerations such as the amount of effort required of thesecretariat and the Assembly Planning Committee to set up and run a
meeting.
An Assembly meeting will include a decision on the timing of the next Assembly
meeting. The Assembly Planning Committee will then be convened, at the
earliest opportunity following the Assembly meeting, to determine the location of
the next Assembly. This is supported by the secretariat, who advise on budget
and resource implications, and are responsible for the meeting organisation,
logistics etc. as agreed by the Planning Committee.
Ad hoc Assembly meetings, which are held via electronic means, can be called
by 25% of the full membership lobbying the President to call a meeting.
An ad hoc electronic meeting requires 14 days notice to members, unless more
than 50% of the full membership agree that it can be held sooner.
An ad hoc physical meeting requires the agreement of 75% of the full
membership, to be obtained via an electronic meeting. 1 months notice
minimum is required for a physical meeting.
The Assembly Planning Committee is responsible for agenda planning and other
aspects of meeting co-ordination, supported by the secretariat.
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4.3.Mechanisms for motions, resolutions etc.
Any two members (full or associate) can propose a motion for discussion at the
Assembly of Members, following the process agreed by the Assembly Planning
Committee and laid out in the mechanism to be determined at the first meeting ofthe Assembly Planning Committee. The Assembly Planning Committee has the
final say on whether a motion will be included on the meeting agenda the
committees decision is final.
4.4.Voting rights and procedures
For a meeting to be quorate, and so able to vote on motions / resolutions, at least
50% of the full members must be represented.
All motions and resolutions to be voted on by members are passed by simple
majority (50% + 1 of the votes counted), unless a special resolution is required bythe Articles of Association. A special resolution requires 75% of the votes
counted for the motion to be passed.
Each full member of Family for Every Child has one vote. No other parties have
voting rights on matters put to the membership for decision.
The Assembly Planning Committee is responsible for deciding on the procedure
to be applied for any vote put to the members. These may include:
vote by raising of hands at Assembly, secret ballot conducted during Assembly,
electronic / postal votes conducted by communication to members
outside a general Assembly.
Note that this list is not intended to be exhaustive; the decision of the Assembly
Planning Committee is final.
For the election of trustees, the Assembly Planning Committee is required to
consult the Board Selection and Development Committee before determining the
procedure to be used. The Assembly Planning Committee is expected but is notrequired to follow the Board Selection and Development Committees
recommendation; if it chooses not to follow the recommendation, this fact and the
rationale for it not being followed must be disclosed in the notice of election sent
to members.
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5. Assembly committees
5.1. Assembly Planning Committee
Chaired by the President of the Assembly.
Other members of the committee to be selected by member nomination.
Committee to have a maximum of four members including the President.
Committee members cannot be members of the Board.
If more than three members are nominated for the committee, a members
election will be held, coordinated by the secretariat.
The Chief Executive or another nominated representative of the secretariat
will be a non-voting member of the committee.
Responsible for organising the Assembly meeting, including agenda etc.,
and to determine the rules for the effective functioning of the meeting.
Manage the board election process and any other member voting processes.
Manage, on behalf of the Priorities Advisory selection panel, the process to
select members of the Priority Advisory Group.
The Assembly Planning Committee term of office ends when a new
President is appointed.
5.2. Priorities Advisory selection panel
A group of members, independent of the board, to select the representatives on
the Priorities Advisory Group (see 7.3).
All full or associate members are able to participate in the selection panels
deliberations.
This panel will determine the criteria for selection of members, based on
the broad brush strategic direction and objectives agreed by the Assembly
of Members,
the experience and skill sets required to advise the board effectively on the
activities to be prioritised in delivering those objectives,
Other criteria as required by the Assembly, for example to ensure regional /
functional / issue representation, as well as ensuring that diversity is
considered and is supported.
The intent is for criteria to be agreed by consensus amongst those participating in
the deliberation. In the absence of consensus, a decision will be made by a
majority vote of the full members participating in the deliberation.
The panel selects from amongst themselves one representative to work with the
Assembly Planning Committee to manage the appointment process.
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6. Board
6.1.Board membership
The board should ideally have between 9 and 13 trustees. The articles allow for
a wider range to go outside this ideal range requires a majority vote of full
members.
The essential criteria for the composition of the board are:
Minimum of five trustees elected by the membership this is to ensure that
the smallest target board size (nine) would have a majority of elected
trustees.
Maximum of thirteen trustees in total - in line with the upper end of the target
board size.
There must always be more elected than co-opted trustees reinforcing the
importance of a member-led and governed organisation.
6.2.Trustee election rules / processes
Election of member representatives is managed by the Assembly Planning
Committee, having taken advice from the Board Selection and Development
Committee.
Election is by a simple majority the individuals with the most votes are selected
in order, depending on the number of seats available for election.
Trustees are elected for a term of three years. At the end of the first term, a
trustee can stand for re-election. At the end of the second term, a trustee must
stand down from the board for at least a three-year term; the member
organisation represented by this trustee cannot nominate another trustee for
election for at least one full board term.
6.3.Elected member leaving their organisation
If an elected trustee leaves their organisation, the member organisation has the
right to nominate a replacement trustee. This nomination will be put to the full
members for ratification; rejection of the members nomination requires at least
75% of the voting members to reject the proposal.
If members reject the nomination, a by-election is held, co-ordinated by the
Assembly Planning Committee. The member organisation in question is able to
nominate a candidate for a second time, including the candidate rejected in the
ratification vote.
The elected representative serves the remainder of the term outstanding i.e.
stands down at the same date as the originally elected board trustee would have
done. If from the same member organisation as the original trustee, the
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appointment is deemed to be continuous (ie. if the member is in its the second
term, it must then stand down for one term); if from a different member
organisation, it is deemed to be the first term.
6.4.Co-option of trustees
The board is responsible for co-opting additional trustees, based on their
assessment of skills gaps. This assessment is conducted by the Board Selection
and Development Committee, who also manage the co-option process. In
general, co-option is through an open and transparent process of advertisement
and recruitment.
Two co-opted posts are set aside for representatives of EveryChild. These posts
are not subject to open recruitment, they are nominees of the EveryChild board.
This sub-clause will be removed when the EveryChild board determines it is no
longer required.
6.5.Chair of the board
The Chair is appointed by the Board.
The Chair can be in post for a maximum of three terms of three years, to facilitate
continuity in the boards operations. The decision to extend from one term to the
next is taken by the Board, informed by the recommendation of the Board
Selection and Development Committee.
The role specification of the chair is included as Appendix 1.
6.6.Quorum
In order to be quorate, at least 50% of the board must be in attendance. At least
50% of those in attendance must be elected by membership.
While the sub-clause (see 6.4) relating to EveryChild representatives is in place,
quorum requires at least one EveryChild representative to be in attendance.
If quorum is not possible, the meeting can still proceed, but cannot take anydecisions without the agreement of a quorate number of trustees. This
agreement can be achieved by circulation of draft minutes, including the rationale
for any recommended decisions, with the retrospective electronic support of a
sufficient number of those not present.
6.7.Conflicts of interest or of loyalty / dispute resolution
Conflicts of interest or of loyalty must always be declared at the beginning of the
meeting, or if a board member feels that a potential conflict is created in
discussion.
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The independent Chair is the final arbiter of whether a conflict exists, and of the
necessary action to resolve the conflict. Likewise, dispute resolution is at the
sole discretion of the chair.
All trustees complete a declaration of potential conflicts of interest / loyaltyannually.
6.8.Creation of, and appointments to, board sub-committees and task groups
The sub-committees listed in section 7 are the core sub-committees of the board.
The terms of reference of these can only be changed with the agreement of the
Assembly of Members.
Other sub-committees and task groups which report to the board may be formed
or disbanded from time to time, at the sole discretion of the board.
Unless otherwise specified, the board is responsible for the selection and
appointment of representatives on any board sub-committee.
7. Board sub-committees
7.1 Finance and Audit Committee
Responsible, on behalf of the board, for oversight of good financial and
governance management, for example:
o in depth monitoring of financial targets and performance,
o audit oversight,
o risk management oversight,
o assurance on financial policies and controls operated by the
secretariat.
Chaired by one of the trustees.
Participants are drawn from a mix of trustees and individuals co-opted from
outside the board / membership for their specific skills and, potentially, to
bring added independence.
Makes recommendations to the board, has no formal decision making power.
Four meetings per year before board meetings.
7.2 Membership and Standards Committee
Responsible, on behalf of the board and the whole membership, for
overseeing
o the membership standards,
o the process for identification, assessment, and acceptance of new
members,
o the process for oversight of members to ensure ongoing compliance,
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o complaints and disciplinary processes, ensuring a neutral, member-
based conflict resolution mechanism,
o recommendations to the Board regarding proposed cancellation of
membership (e.g. due to a full members failure to meet the minimum
standards or when there is judged to be a serious breach ofregulations). See the membership process document for more details.
Works closely with the secretariat on these processes.
Chaired by an elected trustee.
Committee is a mix of elected trustees and member representatives co-opted
by the board from the membership.
Members are selected for the committee to ensure a representative grouping
with understanding of different organisations and interventions.
Makes recommendations to the board, has no formal decision making power.
A regular cycle of meetings, likely to be quarterly, to process applications.
7.3 Priorities Advisory Group
Responsible, on behalf of the whole membership, for advising the board on
how to prioritise human and financial resources to ensure that the
memberships objectives can best be achieved in practice.
Participants are selected by the Priorities Advisory selection panel.
Chaired by a co-opted trustee, for independence and to avoid perceived
conflicts of loyalty, whilst also ensuring a link between the board and the
advisory group. In particular, has a role in advising the board and secretariat prior to any
strategy development or budget-setting processes. Also has a role in
reviewing proposed budgets and advising the board as to whether the
secretariats proposals have met the objectives laid out.
Advisory only. No formal decision making powers, board are expected to
listen to their advice but are not required to follow it.
Report for information at the Assembly of Members on their work.
Frequency of meetings is ad hoc, dependent on the prioritisation work to be
undertaken. The Assembly of Members will determine the minimum /
standard frequency.
7.4 Board Selection and Development Committee
Responsible, on behalf of the board, for considering the board skill sets / skill
gaps, identifying relevant board training opportunities to address gaps and
assessing the co-option needs of the board to complement existing skills / to
close gaps.
Responsible for managing the process of trustee co-option job
specifications, advertisement and interview.
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Makes recommendations to the board, who will make the final decision on
appointment.
Meeting frequency is ad hoc, as need is identified by the board.
8. Secretariat
Accountable to the board via the chief executive.
Responsible for supporting the detailed development of, and operationalising,
the agreed strategy.
Facilitates and works with members, for example through operational / issue-
related working groups. These may be formed at the discretion of the
secretariat or at the request of members.
See appendix 2 for more detail on the secretariat.
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Appendix 1: Role description and person specification of the Chair of the
board of trustees
Role description
1. To provide leadership to the board and to ensure that trustees fulfil their duties
and responsibilities for the proper governance of Family for Every Child, including
their responsibilities to respect the intentions of the membership as a whole.
2. To chair and facilitate board meetings, including the setting of the agenda.
3. To monitor decisions made at the board and to ensure that they are
implemented.
4. To represent the organisation externally.
5. To take the lead, on behalf of the board, for the management of the Chief
Executive, and thereby the management and oversight of the secretariat.
6. To ensure impartiality and objectivity in decision-making.7. To manage potential conflicts and disputes at board level.
Person specification
1. Leadership skills.
2. Tact and diplomacy.
3. Good communication / interpersonal skills.
4. Extensive experience at board level in an international context, preferably in
membership-led organisations or in networks.
5. Impartial, fair and able to respect confidences.6. Preferably, good knowledge of child protection or of related fields.
The Chair of the board should preferably be independent of the membership. This
helps the board to function, and be seen to function, objectively on behalf of the
membership as a whole (and therefore on behalf of children without parental care as
a whole). It is a key mechanism for the management of conflicts of interest and of
loyalty.
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Appendix 2: Secretariat structure
A high level structure chart showing the secretariat organisation, along with
more detail of functions undertaken, will be added as an appendix once
agreed. This will be kept up to date by the secretariat, and will not require
members to sign off changes.
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Governance Manual Annex
Annex to the Governance Manual - Process for first elections to the board
For the first appointments to the board and key committees, we will need to apply a
different process than is described in the Governance Manual for future elections.This annex looks at the first board election specifically, given the importance of
getting these in place for March 2014.
Proposed process / timeline
Prior to September 2013 steering committee members consider whether, in
principle, should they become a full member, their organisation would want to
nominate a candidate for board election.
September 2013 discuss the governance manual and the proposed
governance structure. Assess the likely number of candidates, based on in
principle nominations from the membership, and the implications for the first
election.
o Agree the details for election timing (e.g. whether should be at the
beginning or end of the March meeting), and also the timing of the first
board meeting (during or after March steering committee meeting).
o Discuss how many votes should be permitted for the first election, and
whether members should be prevented from voting for themselves - to
ensure that, with such a small number of organisations voting for alarge number of seats, the process is as democratic and representative
as possible.
Between September 2013 and January 2014 prospective full members
discuss within their organisations (including board) and agree:
o whether they wish to nominate a candidate to stand for the first board,
o who will stand as the member representative,
o prepare a brief Candidate election statement for circulation to the
voting membership.
February 2014 members are informed whether they have been accepted tofull membership.
Following notifications, candidates submit their statement to the support unit.
Support unit manages the first election process. Election pack sent out with
as much notice as possible before the steering committee meeting / election.
March 2014 election held at the steering committee meeting, per the timings
agreed in September 2013. First board meeting held, also per September
2013 agreed timing.