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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 and Neill 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 be independent 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 opportunity to discuss and explore all aspects of the governance proposal. The intention is that

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 required in 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 Assembly structure 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 and standards 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

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 Steering 22 August 2013 Committee V01 Second draft for circulation to membership and governance 19 July 2013 task group 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

V02 - for Steering Committee August 2013

Family for Every Child Governance Manual

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 Page 2

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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 at risk 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 at meetings 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 for Every 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 in the 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 membership should 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 influence strategy development via the Priorities Advisory Group. Page 5

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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 Assembly meetings, 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 highlevel accountabilities.

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Not appointed, members self select

ASSEMBLY OF MEMBERS Assembly Planning Committee

Priorities Advisory selection panel

Assembly appoints elected trustees, board appoints coopted trustees


Finance and Audit Committee Membership and Standards Committee

Priorities Advisory Group

Board Selection and Development Committee

SECRETARIAT Key Makes appointment (where not appointed by Board of Trustees) Accountable to Provides advice to

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4. Assembly of Members 4.1. President of the Assembly The President of the Assembly (President) is the person with overall responsibility 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 the secretariat 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. Page 8

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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 of the 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 by the 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 not required 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 Page 11

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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 any decisions 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 / loyalty annually. 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, memberbased 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 of regulations). 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 / issuerelated 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. 2. 3. 4. Leadership skills. Tact and diplomacy. Good communication / interpersonal skills. 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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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 a large 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 to full 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.

Governance Manual Annex