Firstname Surname
Organisation
Address Line 1
Town
County Postcode
16 October 2013
Dear <First Name Merge>
Notice of the Bond Annual General Meeting, 5 November 2013
I am writing to you as the nominated voter for your organisation.
Notice is hereby given that the Annual General Meeting of Bond (the British Overseas NGOs for Development) will be held at The Business Design Centre, 52 Upper St,London N1 0QH on Tuesday 5 November 2012 at 2pm.
As the nominated ‘voter’ the enclosed information requires your careful attention as you will be asked to vote on certain proposals during the AGM business, including the election of new Board members.
If you are unable to attend the AGM, you can nominate someone else temporarily to vote on your behalf using a Proxy Voting Form which is included in the accompanying papers. Alternatively, you can transfer the voting rights permanently to someone else by completing the Voter Registration Form which can be found on the Bond website.
Anyone from a member organisation can attend the AGM, but only Bond Voters can speak or vote in a debate on a motion or resolution. There’s a formal process by which issues are discussed, for which more details can be found in the Standing Orders which are included in the enclosed pack.
If you have any queries relating to the conduct of the Annual General Meeting, please do not hesitate to contact me.
Yours sincerely
Paul Butler
Company Secretary
Contents
A. Agenda 1
B. Minutes of the 2012 Bond AGM 2
B.1 Apologies for Absence 2
B.2 Minutes of the AGM of 3 November 2011 2
B.3 Report from the Board 3
B.4 Appointment of Auditors 3
B.5 Ordinary Resolution as proposed by Health Poverty Action, TREE AID, War on Want and World Development Movement 4
B.6 Bond Charter 4
B.7 Board elections 5
C. Report from Chair and Treasurer 5
C.1 Ordinary Resolution: Brought by the Bond Board 5
D. Appointment of Auditors 5
D.1 Ordinary Resolution: Brought by the Bond Board 5
E. Board Response to the Ordinary Resolution passed by the 2012 AGM 5
F. Ordinary Resolution 6
F.1 Ordinary Resolution: Brought by the Bond Board 6
G. Motions 6
G1 Proposed by AFFORD and Seconded by Oxfam, supported by Comic Relief 6
G.2 Proposed by Voice of Dalit International and Seconded by Skillshare 6
H. Board elections 2013 6
Christine Allen 6
Nik Hartley 7
Angela Salt 8
Anita Tiessen 8
Sue Turrell 8
Tim Wainwright 9
I. Proxy Form 11
2
Bond Annual General Meeting 2013
London, 5th November 2013
A. Agenda
Bond Annual General Meeting 2013Opening remarks and introduction, explanation of conduct of AGM
Apologies for Absence
Minutes of the 2012 AGM
Report from the Chair
Report from the Treasurer
Appointment of Auditors
Board response to the 2012 Resolution
Ordinary Resolution proposed by Board to confirm the changes to the Standing Orders
Motions from Bond Member
Proposer: AFFORD
Seconder: Oxfam
Points from floor
Proposer: Voice of Dalit
Seconder: Skillshare
Points from floor
Board elections
B. Minutes of the 2012 Bond AGM
Bond Annual General Meeting
23 October 2012
The King's Fund
11–13 Cavendish Square
London W1G 0AN
Attendance: 286 delegates from 215 member organisations attended the AGM and Annual Conference. A full list of attendees is available from the secretariat on request.
The meeting was chaired by Dominic White (WWF, Chair of the Bond Board), who began by welcoming members to the AGM, introducing members of the Bond Board of Trustees and Ben Jackson, Bond Chief Executive, to the room. He then ran through the AGM process and voting procedures on three resolutions tabled.
B.1 Apologies for Absence
Apologies were received from Bond Board of Trustees Louise James and Nik Kafka. All other current members of the Bond Board of Trustees were present.
56 member organisations had sent apologies in advance. A list of apologies is available from the Secretariat on request.
B.2 Minutes of the AGM of 3 November 2011
· It was noted that the accounts for year end 2012 recorded details of voting procedures for the two co-opted members of the Board that were in contradiction with the actual procedure adopted. It was explained that the Board of Trustees has the power to elect co-opted members to the Board without going to vote with the members. This is outlined in the Bond Memorandum of Articles, which supersedes the current Standing Orders and the governance section in the accounts. It was recognised that the Standing Orders and accounts need to be updated to reflect this.
· It was also noted that the Minutes of the 3 November 2011 AGM did not record that all members of the Board of Trustees were present.
Dominic White (WWF, Chair of the Bond Board) asked that the AGM approve the minutes of the last AGM held on 3 November 2011.
Peter Dickson (Concordis International) moved for acceptance of the minutes as a true and accurate record of the meeting. He was seconded by Michael Hammer (One World Trust). The minutes were approved.
B.3 Report from the Board
Chair’s Overview
Dominic White (WWF, Chair of the Bond Board) presented an overview of Bond’s work over the last year. This time last year, we reflected on how much had changed in the domestic and global political and economic environment and how these changes were impacting on the world’s poorest. The effects of this turbulence and uncertainty are still being worked through. Other massive global challenges – of increasing magnitude and complexity: food crisis, climate change, resource scarcity. Also challenges for our organisations - impact of aid and development is being scrutinised like never before. Effectiveness, transparency and value for money now form a vital part of all our work. Against this backdrop, the Chair outlined some of the highlights of what we, the Bond network, have achieved together in this first year of the Bond Strategy 2011-16.
Report from the Treasurer – Audited Accounts
Tim Boyes-Watson (Mango, Treasurer to Bond Board) presented Bond’s current and future income and expenditure breakdowns. The last year has been difficult, financially speaking. Income in the financial year 2011-12 decreased for the first time since 1999 due to the end of DFID’s unrestricted Strategic Framework Agreement. However, Bond was able to increase its alternative sources of income. The most important and largest source of income was the continued committed support from Bond’s members. Bond was also awarded a large grant from the Bill and Melinda Gates Foundation and a smaller restricted grant from DFID in 2011/12. Therefore, despite the reduction in DFID’s funding, total income for the financial year 2011/12 only fell by 11% to £1,481,742.
Bonds reserve policy requires general funds to sufficient to cover a minimum of six and a maximum of 13 weeks budgeted unrestricted expenditure. The closing general funds reserves balance of £242,671 is equivalent to 12 weeks unrestricted expenditure for Bond’s 2012/13 operating budget.
Questions were invited.
Paul Valentin (Christian Aid, Vice-Chair of Bond Board) recommended approval of the accounts. Anna Feuchtwang (Everychild) moved that this AGM approve the annual report and accounts for April 2011-March 2012. She was seconded by Kirsty Smith (Methodist Relief and Development Fund). The audited accounts were accepted.
B.4 Appointment of Auditors
Paul Valentin (Christian Aid, Vice-Chair of Bond Board) stated that a tendering process is currently underway and it was intend to appoint new auditors for the next financial year. Once the tendering process is complete, Sayer Vincent would be asked to resign. Meanwhile he recommended the re-appointment of Sayer Vincent as auditors. Rose Caldwell (Concern Worldwide UK) proposed that this AGM appoint Sayer Vincent of 8 Angel Gate, City Road, London EC1V 2SJ as auditors to the charity for April 2012-March 2013. She was seconded by Sarah Rowse (Children in Crisis). Sayer Vincent was re-appointed as auditors for April 2010-March 2011.
B.5 Ordinary Resolution as proposed by Health Poverty Action, TREE AID, War on Want and World Development Movement
The motion proposed that:
The Board of Bond initiate a review of its governance and decision-making processes to:
i)review the appropriateness of having corporations on the Board of Bond, by means of a full consultation and open debate with the Bond membership;
ii)adopt procedures to ensure that major issues of controversy will be openly debated and voted upon by the Bond membership;
iii)revise the Memorandum and Articles of Association of Bond to incorporate procedures by which members may bring resolutions to general meetings.
The motion was discussed.
Voting took place by a show of voting cards (including votes received by proxy)
For: 55
Against: 34
Abstentions: 5
The motion was passed
It was stated that the Bond Board would discuss this issue at the November Board of Trustees meeting and would communicate after that.
B.6 Bond Charter
Paul Valentin (Christian Aid, Vice-Chair) and Michael Hammer (One World Trust, Bond Board Member) presented the revised Bond Charter to the AGM. Originally the Bond Statement of Principles, it became increasingly clear over the last three years that the paper needed amending to reflect the vastly changing environment and the emerging Effectiveness Programme. Extensive consultation with members had been held and views were fully debated by the Board. The final draft paper, now known as the Bond Charter, as circulated to the AGM reflected all the input received.
Questions were invited.
Sue Turrell (Oxfam, Vice Chair of Bond Board) asked that the AGM vote to adopt the Bond Charter as set out in the explanatory document F prior to the AGM
Voting took place by a show of voting cards (including votes received by proxy)
For: 89
Against: 0
Abstentions: 1
The motion was passed and the Bond Charter adopted.
B.7 Board elections
Dominic White (WWF, Chair) announced that two members were standing down: Paul Valentin (Christian Aid) and Nik Kafka (Teach a Man to Fish) and thanked them both for the enormous work they had put into the Bond Board. He outlined that, in looking for replacement members for the Bond Board, they were specifically looking for members with experience of strategic level leadership of an organisation, and who are familiar with either working with, or on, a Board. They were also looking to achieve gender balance and to ensure the Board is as diverse as possible.
Dominic White introduced the six nominees for election and thanked them all for putting themselves forward for election to the Board. All voting members were issued with a ballot paper on which they could select up to two candidates.
The meeting was formally closed.
Results of Board election were announced at the close of the Annual Conference: Charles Kazibwe (Transform Africa) and Jessica Woodroffe (Gender and Development Network) were duly elected to the Board.
C. Report from Chair and Treasurer
Please see Appendix 1 for full Annual Report
C.1 Ordinary Resolution: Brought by the Bond Board
To Adopt Annual Report and Annual Accounts Year End 31 March 2013
D. Appointment of Auditors
D.1 Ordinary Resolution: Brought by the Bond Board
To re-appoint Sayer Vincent as Bond’s Auditor
E. Board Response to the Ordinary Resolution passed by the 2012 AGM
The Board will respond to the following Ordinary Resolution was passed at the AGM on 23 October 2012.
The motion proposed that:
The Board of Bond initiate a review of its governance and decision-making processes to:
· review the appropriateness of having corporations on the Board of Bond, by means of a full consultation and open debate with the Bond membership;
· adopt procedures to ensure that major issues of controversy will be openly debated and voted upon by the Bond membership;
· revise the Memorandum and Articles of Association of Bond to incorporate procedures by which members may bring resolutions to general meetings.
F. Ordinary Resolution
The current Standing Orders, agreed by the Board and adopted on 16 July, are being brought to the AGM for confirmation by Members. These new Standing Orders provide an opportunity for Members to discuss the changes to the processes around the conduct of the AGM and to openly debate all aspects of the Standing Orders, including the co-option process.
F.1 Ordinary Resolution: Brought by the Bond Board
That the current Standing Orders of the Company as adopted by the Board of the Company on 16 July 2013 in the form attached be confirmed as the Standing Orders of the Company.
[A copy of the Standing Orders adopted by the Board on 16 July is included in the AGM papers]
G. Motions
G1 Proposed by AFFORD and Seconded by Oxfam, supported by Comic Relief
That this house calls for Bond members to actively review their ways of working in partnership with diaspora organisations with the aim of creating stronger partnerships and enabling diaspora organisations and INGOs to work together on areas of common interest.
G.2 Proposed by Voice of Dalit International and Seconded by Skillshare
That this house calls for Bond members to recognise the role of caste as a root cause of poverty and urges them to raise the profile of issues relating to Dalits.
H. Board elections 2013
There are two seats available on the Board this year. Two members of the current Board – Christine Allen and Sue Turrell - come to the end of a three-year term at the 2013 AGM this year, and both are eligible for a further three-year term.
Christine Allen
Director of Policy and Public Affairs, Christian Aid (Current Board Member)
I have been on the Bond Board for three years now. When I was first elected on I was Director of a medium sized organisation, Progressio, before moving to Christian Aid in the summer of 2012 to take up the post of Director of Policy & Public Affairs. Given the track record of both organisations in supporting policy change and empowering local organisations through capacity building, I am well aware of the importance of partnership, empowerment and respecting the rights and voices of people in poverty.
During my time on the Bond board I have been actively involved in a number of areas of work, including working directly on the review of the procedures following the resolution at the AGM in 2012. I was appointed as Vice-Chair by my board colleagues earlier in 2013.