Regent’s Wharf · 8 All Saints Street · London · N1 9RL · United Kingdom
+44 (0)20 7837 8344 · bond@bond.org.uk · bond.org.uk
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
● Registered Charity Number 1068839 ● Company Limited by Guarantee Registration No 3395681 (England and
Wales)
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
1
Bond Annual General Meeting 2013
London, 5th November 2013
A. Agenda
Bond Annual General Meeting 2013
Opening 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
1
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 coopted 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.
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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 reappointment 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.
3
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.
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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;
5

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
6
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.
I have extensive political and public speaking experience, am used to working with and on boards
and I believe that I have worked hard for Bond over the last three years. I have made a considerable
time commitment to working for Bond and think it is important that all Board members ensure that
they can give time to make sure that the network does all it can to support the sector in what are
very challenging times. We know that over the next two years, the challenges will only increase.
I also have a significant background in UK poverty, having worked for more than ten years in the
area of housing, poverty and social exclusion in the UK. For those who are interested in these sorts
of things, I have a degree in International Relations and Philosophy and an MSc in Voluntary Sector
Organisation from the LSE (the department now known as the Centre for Civil Society).
Nik Hartley
Chief Executive, Restless Development
I believe 21st century development is increasingly about sharing, learning, interconnectivity,
influence and co-operation – across the NGO community, but also across sectors and geographical
boundaries.
I believe Bond has a critical role to play in this as the sector-lead, and would bring my skills and
experiences (non-executive and executive) to the Bond Board to help Bond fulfil this potential.
I am the CEO of Restless Development – a global leader in placing young people at the forefront of
local and global development processes. I am particularly committed to ensuring Restless
Development is a role model in sharing, influence and co-operation as described.
I am a qualified development educationalist, with two decades of executive and senior management
experience working and based in Africa, Asia, Latin America and the Caribbean, with particular
expertise and experience in:
•
Organisational development including: global strategic planning, tailoring HRM
systems, fundraising strategies and policy-development
•
Directing operations across multiple countries, most recently in Africa
•
Development specialisation, specifically: education, livelihoods, sexual and
reproductive health and rights, youth-development and water/sanitation
•
Developing an integrated approach to monitoring and evaluation in human-behaviour
targeted programmes
•
Working with and influencing UN and donor agencies, government ministries, local
authorities and civil society
7
Angela Salt
Director VSO UK, VSO
I am the Director of VSO UK. My most recent post was Head of Nations and Regions at the London
Organising Committee of the Olympic Games and Paralympic Games (LOCOG), where I worked for
five years engaging stakeholders across the UK. My background is in communications, public affairs,
stakeholder management, working in the public sector and also in consultancy. I worked in high
profile areas such as the Millennium Commission, the Electoral Commission, the Commonwealth
Games and on public inquiries.
I am responsible for the work of VSO UK and since starting in January have focused the team on
ambitious targets in three areas - recruitment of volunteers, raising income and managing the profile
of VSO UK. I am a member of the Global Leadership Team, and lead on Europe.
My experience in both the international development and public sectors would bring a strategic
perspective as a Bond trustee offering insight from my communications background and volunteer
experience. I will also offer insight on engaging with the public and political communities on a range
of topical issues. VSO offers a unique model of development, through volunteering, and I also offer
my knowledge and experience of this method of combating poverty.
Anita Tiessen
Deputy Executive Director, UNICEF UK
My background is in communications, having worked as a journalist and government
communications officer in Canada, before moving to Amnesty International’s international
headquarters in London for eight years as Head of Communications. I have been Deputy Executive
Director at UNICEF UK for 13 years, where I direct our communications, public affairs and UK
programmes work and am part of the Executive Team.
UNICEF UK is actively engaged with and supportive of Bond, and I am standing for the Board as a
further sign of that engagement. I led our participation in the IF campaign, as well as heading up our
work on the post-2015 goals and climate change, and believe strongly in the role of Bond in
furthering collaboration across the sector at this crucial time.
I would bring to the board my extensive experience in development and human rights; strong
leadership, communications and advocacy skills; and insights into the UN system. I would also bring
my experience of organisational governance, both as a former trustee and from working with the
UNICEF UK board.
I would greatly welcome the opportunity to serve on the Board, and would do so in the spirit of
partnership and support.
Sue Turrell
Deputy International Director, Oxfam (Current Board Member)
I have sat on the Bond Board for 3 years and during this period I have been the CEO of a medium
sized NGO (Womankind Worldwide) and am now Deputy International Director at Oxfam. This and
my long experience in delivering programmes in Africa and the Middle East, as well as experience in
improving programme quality (including in the development of the Bond Effectiveness Programme)
has led me to believe that the UK NGO sector, made up of a wide range of organisations, play a vital
and leading role in the global struggle for justice and the eradication of poverty. I am convinced that
8
Bond has an increasingly vital role to play in enhancing the effectiveness and coordination of UK
NGOs at a time when the external environment - economically, politically and in the attitude of the
public to international development - is becoming increasingly challenging. During my time on the
Bond Board I have been involved in: the recruitment of the new CEO; the recruitment and induction
of new trustees; discussions with Bond members about concerns and feedback regarding how bond
functions; worked closely with the Effectiveness Programme team; represented Bond at meetings
with donors and policy makers and participating in debates and consultations.
Tim Wainwright
CEO, ADD International
For the last 3 years Tim Wainwright has led ADD International, headquartered in Somerset, working
with disabled people for positive change, with programmes in Africa and Asia. He has been co-chair
of the BOND Disability and Development Group (DDG) for the last 18 months. The DDG is a very
vibrant and successful group, (gaining commitment to an up-coming select committee inquiry also
influencing DFID minsters and shadow ministers on their policy towards disabled people).
The DDG has the highest proportionate participation from smaller Bond members of any of the
active Bond groups, and is organised to attract participation from as broad a group as possible
(holding meetings in accessible locations, and doing so between the hours of 11 and 3 to enable
those based outside London to participate.) Tim has also been on the board of the International
Disability and Development Consortium (IDDC), and recently led their work around the post-2015
summit at the UN General Assembly in New York, including a side event where a range of key
countries including the UK signed up to commit to the inclusion of disabled people in development
work.
Having previously worked in Asia with both VSO and Oxfam he understands the perspective of larger
development agencies, and has also some experience of both public and private sector having
worked for a period in both.
Tim is committed to Bond and sees its role as vital to ensuring a vibrant, impactful, collaborative and
inclusive development sector in the UK.
9
10
I. Proxy Form
COMPANY NUMBER: 3395681
CHARITY NUMBER: 1068839
BRITISH OVERSEAS NGOs FOR DEVELOPMENT (Bond)
(the “Company”)
PROXY FORM
To be returned by 10am on Friday 1 November 2013
Please note that any X marked against the resolutions below will only be accepted as a vote
where you nominate the Chair as your proxy.
At the Annual General Meeting of the Company to be held at 14.00 on 5 November 2013 and any
adjournment thereof,
I
..………………………………………………………………………
Job title: ………………………………………………………………………
of [organisation name] ………………………………………………………
a member of British Overseas NGOs for Development (Bond) hereby appoint:
EITHER (tick if applicable)
someone other than the Chair
Name: ………………………………………………………………………….
Job title: ………………………………………………………………………
of [organisation name] ………………………………………………………
to attend the AGM and vote in person on our organisation’s behalf.
OR (tick if applicable)
the Chair of the meeting as my/our proxy to vote for me/us on my/our behalf on the following
resolutions as I/we have indicated by marking the appropriate box with an X below. If no indication is
given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our
proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put
before the meeting.
11
Resolution
For
Against
Abstain
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
Motion 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.
Motion 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.
Ordinary Resolution: Brought by the Bond Board
To Adopt Annual Report and Annual Accounts Year End 31 March
2013
Ordinary Resolution: Brought by the Bond Board
To re-appoint Sayer Vincent as Bond’s Auditor
Ordinary Resolution: Brought by the Bond Board
To Elect two Members to the Board of Trustees
(Please vote for TWO candidates only by placing an “X” in the box
indicated)
1) Christine
Allen
2) Nik Hartley
3) Angela Salt
4) Anita Tiessen
5) Sue Turrell
6) Tim
Wainwright
Date:
Signed:
12
Notes to the proxy form
1.
As a member of the Company you are entitled to appoint a proxy to exercise all or any of
your rights to attend, speak and vote at a General Meeting of the Company. You can only
appoint a proxy using the procedures set out in these notes.
2.
Appointment of a proxy does not preclude you from attending the meeting and voting in
person. If you have appointed a proxy and attend the meeting in person, your proxy
appointment will automatically be terminated.
3.
A proxy does not need to be a member of the Company but must attend the Meeting to
represent you. To appoint as a proxy a person other than the Chair of the meeting, set out
their full name and address above.
4.
If you sign and return this proxy form with no name set out above, the Chair of the meeting
will be deemed your proxy. Where you appoint as your proxy someone other than the
Chair, you are responsible for ensuring that they attend the meeting and are aware of your
voting intentions.
5.
If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your
own choice of proxy (not the Chair) and give your instructions directly to them.
6.
If you do not give your proxy an indication of how to vote on any resolution, your proxy will
vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
7.
To appoint a proxy using the proxy form, the form must be:

completed and signed;

sent or delivered to the Company at Regents Wharf, 8 All Saints Street, London N1
9RL or sent by fax to 0207 1605 215 or sent by email to fmaehler@bond.org.uk and
 received by the Company no later than 10.00 a.m. on Friday 19th October 2012
8.
In the case of a member which is a company, this proxy form must be executed under its
common seal or signed on its behalf by an officer of the company or an attorney for the
company.
9.
Any power of attorney or any authority under which the proxy form is signed (or a duly
certified copy of such power or authority) must be included with the proxy form.
Changing proxy instructions
10.
To change your proxy instructions simply submit a new proxy appointment using the method
set out above. Note that the cut-off time for receipt of proxy appointments (see above) also
applies in relation to amended instructions; any amended proxy appointment received after
the relevant cut-off time will be disregarded.
11.
If you submit more than one valid proxy appointment, the appointment received last before
the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
12.
In order to revoke a proxy instruction you will need to inform the Company by sending a
signed hard copy notice clearly stating your intention to revoke your proxy appointment to
Regents Wharf, 8 All Saints Street, London N1 9RL or by fax to 0207 1605 215 or sent by
email to fmaehler@bond.org.uk
13
13.
In either case, the revocation notice must be received by the Company no later than 10.00
a.m. on Friday 19th October 2012
14.
If you attempt to revoke your proxy appointment but the revocation is received after the time
specified then, subject to the paragraph directly below, your proxy appointment will remain
valid.
15.
Appointment of a proxy does not preclude you from attending the Meeting and voting in
person. If you have appointed a proxy and attend the Meeting in person, your proxy
appointment will automatically be terminated.
14
Appendix 1
BOARD RESOLUTION TO CONFIRM THE STANDING ORDERS AS ADOPTED BY THE BOARD
ON 16 JULY 2013
The following provides the key changes to text of the Standing Orders and the Board’s
rationale behind the changes.
1 Co-options to the Board
What’s changed?


Section 4 (b): The Board can now make co-options to the Board which reflect not
only the skills required to govern effectively, but also the range of perspectives that
help to govern effectively
Section 4 (b): When making co-options, the Board will attempt to fill the vacancy
from within the membership in the first instance, and, only if this is not possible, to
fill the vacancy from outside the membership.
Rationale
The Board felt that the effective governance of Bond would be enhanced if co-optees could
be appointed who brought a wider range of understandings and perspectives on
international development. There is no presumption in this that other perspectives cannot
be found within the membership.
The Board felt that the Standing Orders needed to reflect a presumption that co-optees
should be sourced from within the membership to fill both skills and perspectives gaps, but
that it was important to retain the possibility that the Board might have to look outside the
membership when necessary.
2 Motions and Resolutions
What’s changed?




A completely revised section on the Conduct of General Meetings
Section 7(a) A new process for bringing resolutions and motions to the AGM is now
in place, which provides members with an easier and transparent process, and a low
threshold to propose a motion (only a proposer and a seconder organisation
required).
The new provisions also include an opportunity to propose amendments to
resolutions and motions in advance of the AGM (but not at the AGM on the day).
Motions and amendments will be considered by a Standing Orders Committee, set
up by the Board, which will review the motions and amendments, and tidy up or
consolidate these as appropriate.
15



The new provisions also include an appeals process, for proposers of motions or
amendments, so that members can ensure that the decisions of the Standing Orders
Committee will be reconsidered.
Appeals will be considered by an Appeals Committee, set up by the Board. The
committee will review the appeal and recommend a decision to the Board.
The Standing Orders Committee and the Appeals Committee both have Terms of
Reference.
Rationale
The Board wanted to make the process by which members could raise issues of concern at
the AGM, could be made easier and more transparent. While recognising that the AGM is
one of a number of channels by which important issues can be raised, the Board wanted
specifically to respond to the issues raised at the 2012 AGM, and ensure that members
could more easily engage with the AGM process.
The Board wanted to put in place a process with a number of checks and balances that
ensured that Members felt that they could both engage with the process, (by proposing
motions, or by proposing amendments to motions), but also that their interests and views
would be treated fairly and decisions could be appealed where necessary.
3 Conduct of General Meetings
What’s changed?



Section 7 (d) to (g): A completely new section that outlines the process by which
debate and discussion around motions and amendments occurs within the AGM.
The new provisions clarify the Chair’s role, how often a member may speak to a
motion or an amendment and the limits to the length of discussion for both
individual speakers and the motion itself.
A new provision which prevents a motion, which has been defeated at two previous
AGMs, being proposed again.
Rationale
The Board felt that the previous version of the Standing Orders did not provide a clear
framework by which discussion and debate occurred within the AGM. The new provisions
explain how debate is conducted, and ensures that a range of members can speak.
4 Compliance with a Members’ motion
What’s changed?


Section 7 (j): A completely new section that explains what it means for the Board in
terms of complying with a Members’ motion that has been proposed and passed by
the AGM.
The section makes it clear that there is a presumption that the Board will comply
with the motion and explain to members at the following AGM what action has been
taken as a result of the motion.
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
The section also explains the circumstances in which the Board would not have to
comply with the terms of the motion: for example, if complying with the motion fell
outside the agreed strategy of Bond, or if the motion would lead to Bond breaking
the law or damaging its reputation. An explanation of the rationale behind this
would then be made at the following AGM.
Rationale
The Board felt that there was significant lack of clarity around what it means to comply with
a motion, and that clarifying this in the Standing Orders would help Members to understand
this process.
The new process means that the Board will respond to all the motions and resolutions
passed at the AGM, and report back to the following AGM, either explaining how the terms
of the motion are being met, or to explain why the Board has decided not to comply with
the terms of the motion. Members would then be in a position to ask questions or raise
issues as appropriate.
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STANDING ORDERS OF BRITISH OVERSEAS
NGOS FOR DEVELOPMENT (Bond)
Pursuant to the Articles of Association (Article 35) these Standing Orders are subject to review.
Article 35.2 states “The Company in General Meeting shall have the power to alter or repeal the
Rules and Bye Laws and to make additions to them...”
1. Membership
a) Admission to Bond is a matter within the absolute discretion of the Board. The Board will apply
the following criteria, though compliance with them will not automatically guarantee admission.
b) Full membership: the organisation should be active in international development, (e.g. through
supporting projects overseas, solidarity links, advocacy and campaigning, development education or
emergency assistance).
c) Associate membership: the organisation should have as an aim the support of British NGOs
through funding, research, information provision, training, or other services. Any organisation
should apply for full membership if it undertakes any activities which directly support international
development work e.g. through supporting projects overseas, solidarity links, advocacy and
campaigning, development education or emergency assistance.
d) Provisional membership: the organisation should be able to demonstrate that it is working
towards being active in international development. (e.g. this may be through preparing to support
projects overseas, or become involved in solidarity links, advocacy and campaigning, development
education or emergency assistance) or preparing to support British development NGOs through
funding, research, information provision, training or other services.
NOTE: During the period of provisional membership an organisation may undertake activities which
would mean that it fulfils the criteria for full or associate membership. In such a case an organisation
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will be required to change to the relevant category of Bond membership when its subscription is due
for renewal. The maximum duration of provisional membership will normally be two years.
e) Organisational Status
The organisation must be:
 UK based
 non-governmental
 non-profit distributing
and normally a legal entity registered in the UK. While most member organisations will probably be
registered charities, membership may also include Trusts, Foundations, Co-operatives, Community
Interest Companies, Friendly Societies, Academic Institutions and Companies limited by Guarantee.
Organisations must not be primarily intended to serve the interests of a commercial or profit
distributing organisation, profits generated must not be distributed to shareholders.
Departments or sub-divisions of larger organisations, where the department operates independently,
can apply for membership in their own right, if it is ONLY that particular part of the organisation that
works in international development, and the organisation as a whole fulfils the criteria above.
f) Any organisation wishing to become a member of Bond, in any category mentioned above, must
agree to the Bond Charter.
g) Where an organisation which applies for membership is rejected by the Board, the organisation
has leave to appeal. In such cases the following guidelines and procedures apply:
 An appeal needs to be made in writing by the organisation concerned to the Board.
 Bond undertakes to give specific reasons for rejection. The appeal should explain why the
organisation considers the reasons given to be invalid.
 An appeals committee panel will be formed by the Board to consider the appeal.
 The appeals committee panel will be provided with all the relevant documentation and
correspondence relating to the membership application.
 The appeals committee panel will report back to the next Board meeting giving feedback and
a recommendation that the rejection should be upheld or overturned. Feedback will also be
given to the applicant, if again rejected, giving reasons for rejection. There will be no further
recourse to appeal the decision taken by the Board.
2. Assemblies
a) There will be a minimum of one Assembly of members annually, open to all member
organisations. An assembly will normally take place on the same date, and at the same venue, as
the Annual General Meeting.
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b) Assemblies shall act as advisory and consultative bodies for the Board in carrying out its duties
for Bond.
3. The Board
a) The Board shall for the time being consist of up to 12 members.
b) The Board will elect its own Chair, Vice-Chair(s), Treasurer and other Honorary Officers.
c) An elected Trustee shall retain that position for the whole period of office, unless
i) they leave their nominating organisation and do not join an organisation which is a Bond
member;
ii) they leave their nominating organisation and join an organisation which is a Bond member
and is already a nominating organisation for another existing Trustee.
d) In respect of Article 25.1.4 of the Articles of Association, the Board reserves the right to end
Board membership if the Board member is absent from more than half the Board Events in any
calendar year.
4. Co-options to the Board
a) Replacement co-options: Board members co-opted by the Board as a replacement for a
resigned Trustee shall resign or stand for election at the earliest Annual General Meeting after
their co-option.
b) Other co-options: The Board may co-opt up to four Board members to ensure that it has the
skills and perspectives necessary to govern effectively. The Board shall initially consider such cooptions from within the Full Membership of the Company and to the extent that the Board
determines that such skills and perspectives cannot be met from within the Full Membership it
shall be able to co-opt from outside the membership and subject to the provisions of Article
19.4.
c) Board members (save as co-opted pursuant to paragraph 4(a) above) appointed by the Board
shall stand down at the first Board meeting in the third year following his appointment. He or
she shall be eligible for re-election or re-appointment provided that no Board member may
continue to serve after two terms in office without a period of at least two years out of office
unless on the recommendation of the Board the Board member is elected or appointed for one
further consecutive term of a maximum of one year.
d) Co-opted members of the Board shall not be eligible to hold the positions of Chair or Vice Chair.
5. Proceedings of the Board
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a) The Board has responsibility for ensuring effective representation of the Company at the
European level of NGOs.
b) The Board may wish to seek nominations for such representatives from amongst the
membership through the use of assemblies or similar means as appropriate.
6. Working Groups
The Board will encourage the formation of groups of members with common specialist interests.
Any such group so formed shall conform to any regulations that may be imposed on it by the Board
and shall report all acts and proceedings to the Board fully and promptly.
7. Conduct of General Meetings
The Board may appoint a Standing Orders Committee to advise the Chair on the conduct of business
at a General Meeting, and on the validity and qualification of votes. The Standing Orders Committee
shall, unless the Board determines otherwise, consist of three members of the Board including at
least one officer of the Board. Items may be placed on the agenda at the discretion of the Board.
The Chair of the meeting may by a resolution of a majority of the members with voting rights
present at the meeting rearrange the order of business appearing on the agenda.
(a) Motions
At each Annual General Meeting and at any other general meeting the Company will consider and
vote on any notices of motion submitted in accordance with the following provisions:
(i) notices of motion may only be submitted by the Board of Trustees and by a current member of
the Company where such member has secured the supporting signatures of at least one other
member of the Company with voting rights;
(ii) notices of motion accompanied by background notes must be received in Writing at the Office
not less than 56 days before the Annual General Meeting or the general meeting;
(iii) such motions shall be circulated by the Company to the members of the Company with voting
rights within 48 days of receipt and any amendments to such motions proposed by a member(s)
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with voting rights must be received in Writing at the Office not less than 42 days before the Annual
General Meeting or general meeting; and
(iv) such motions will be included in the notice of the Annual General Meeting or the general
meeting given in accordance with Article 13.1 of the Articles of Association subject to the approval of
the Board or any committee of the Board and subject to the provisions of paragraph (c) below.
(b) Resolutions
At each Annual General Meeting and at any other general meeting the Company will consider and
vote on any resolutions (whether special or ordinary) proposed by the members of the Company in
accordance with the following provisions:
(i) notices of proposed resolutions may only be submitted by a member of the Company with voting
rights where such member has secured the supporting signatures of not less than 5% of the total
number of members of the Company with voting rights;
(ii) notices of proposed resolutions must be received in Writing at the Office not less than 42 days
before the Annual General Meeting or the general meeting or such other shorter time as specified in
accordance with the Act and such notices will be included in the notice of the Annual General
Meeting or the general meeting given in accordance with Article 13.1 of the Articles of Association.
For the purposes of these Standing Orders a motion refers to a non-constitutional matter of business
requesting a decision put forward by the members to the Company for consideration in accordance
with these Standing Orders. Resolutions are reserved for formal Companies Act business where they
will either be “special resolutions” or “ordinary resolutions”. A special resolution is required for
constitutional change such as any alteration to the Articles of Association of the Company and some
other issues such a change of name of the Company or where required under the Act. A special
resolution requires at least a 75% majority of the members who vote on the resolution voting in
favour of the resolution whereas an ordinary resolution requires only a simple majority. Unless
specified otherwise in the Articles of Association or these Standing Orders or under the Act an
ordinary resolution is required for other matters not requiring a special resolution.
(c) Consideration and Appeal
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The Board of Trustees or a committee of the Board including the Standing Orders Committee shall
consider the motions and any proposed amendments received in accordance with these Standing
Orders and shall:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Redraft similar motions as composite motions;
Redraft unclear, ambiguous or poorly drafted motions in accordance with the committee’s
or the Board’s perceptions of the intentions of the proposer;
Exclude any motions which have previously been debated in a similar format at either of the
two preceding Annual General Meetings, if in the opinion of the Board or of the committee,
its subject is not current;
Consider any proposed amendments brought by any member(s) with voting rights within the
relevant timeline and redraft similar amendments and redraft unclear, ambiguous or poorly
drafted amendments in accordance with the committee’s or the Board’s perceptions of the
intentions of the proposer of the amendments;
Advise the originator of the motion and the proposer of any amendments of the final
proposed motion or if the motion is not going to be put on the agenda of the Annual General
Meeting or the general meeting;
Advise the proposer of any motion and the proposer of any amendments that if either or
both wish to appeal against any decision resulting from any exercise of the above powers by
the Board or by a committee of the Board affecting that motion, notice of the appeal and an
explanation of the nature of the grievance must be received in Writing at the Office not less
than 25 days before the Annual General Meeting or the general meeting.
If the originator of the motion and/or the proposer(s) of any amendments wishes to appeal against
any decision resulting from the exercise of the above powers by the Board or a committee of the
Board such request for an appeal shall be decided by an Appeals Committee established by the
Board which shall make their recommendations to the Board and their decision shall be final. The
Appeals Committee shall, unless determined otherwise by the Board, consist of three members of
the Board including at least one officer of the Board but none of the persons on the Appeals
Committee shall be on the Standing Orders Committee. The Appeals Committee shall inform the
Board giving their feedback and a recommendation that the rejection, amendment or other change
to the proposed motion as the case may be should be upheld or overturned. Feedback will also be
given to the originator of the motion and/or the proposer(s) of any amendments and if the appeal is
rejected the reasons for such rejection.
(d) Addressing the Chair
Company members shall in all cases address their remarks to the Chair, and no Company member
shall interrupt or intervene (otherwise than to a point of order, to make a personal explanation,
or to ask a question of fact) while the Company member in possession of the meeting is speaking.
When the Chair arises he/she shall have the sole right of audience.
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(e) Speaking to the Motion [or Resolution]
No Company member shall speak more than once to the same motion [or resolution] (save on a
point of order) except at the discretion of the Chair. The mover of a motion [or resolution] shall
have the right of reply.
(f) Speaking to Amendment
For the avoidance of doubt, no amendment can be made to the wording of a motion, an
ordinary or special resolution compared to that which has been circulated in the notice prior to
the meeting unless it is typographical in nature or does not affect the meaning of the motion or
the resolution.
(g) Time Limit
The Chair shall have discretion to limit the length of discussion on any particular subject and to
impose a time limit on individual speakers.
(h) Recurrence of Motions
A motion that has been defeated at either of the two preceding Annual General Meetings shall
not be considered at the Annual General Meeting next following.
(i) Visitors
Visitors may attend a general meeting at the discretion of the Chair. Such invited persons shall
not speak to a motion or a resolution (except by invitation of the Chair) or vote.
(j) Compliance with a Members’ Motion
In exercising their powers, the Board of Trustees shall comply with the terms of a members’
motion which is passed at an Annual General Meeting or a general meeting except to the extent
that such compliance, in the reasonable opinion of the Board of the Trustees after full and
diligent consideration, would not be in the best interests of the Company or in keeping with
strategic direction of the Company, or would be likely to result in a breach of statute or other
law, contract, trust or duty of care by the Company or any members of the Board of Trustees, or
in damage to the reputation of the Company, or in a legal claim against the Company. At the next
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Annual General Meeting the Board of Trustees shall explain what action has been taken on such
members’ motion.
(k) Alterations to Standing Orders
Any of the Standing Orders may be altered, repealed or added to at any time by an ordinary
resolution of the members provided that requisite notice in accordance with Article 13.1 has
been given.
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Appendix 2
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