BCS, The Chartered Institute for IT

Extraordinary General Meeting of The British Computer Society

Registered Charity No. 292786

Thursday 1 July 2010 at 13.00 hrs BST

EGM EXPLANATORY NOTE

Response from the Trustee Board

including

Full text of the current wording of Bye-law 29 and the proposed amendment, together with anexplanation of the proposed amendment

and

Full text of the written requisition signed by 52 Professional Members and received by the ChiefExecutive on 7 April 2010

A marked-up copy of the Bye-laws showing the proposed amendment is available on the BCSwebsite at www.bcs.org/egm/byelaws

R946_P3

Response from the Trustee Board

You may well have seen media coverage regarding the EGM in Computer Weekly and socialmedia sites. Much of this has been inaccurate or misguided. BCS has felt that as a professionalinstitute it really cannot engage in media debates on topics that should be discussed within theBCS professional membership, and therefore has resisted the temptation to correct theinaccuracies. This is our considered and accurate response.

BCS is a professional institute serving the IT, Computing and related professions. BCS operatesunder its Royal Charter, granted in 1984, and under the Charities Act 2006. Both of these legaldocuments make it very clear that the principal responsibilities of BCS must be for the publicbenefit and the public good.

The responsibility of BCS Trustees is to make sure that BCS delivers on its charter and charityresponsibilities within UK law.

There are a number of incorrect assertions and a number of genuine misunderstandings in thedocuments supporting the request for an EGM that show that the signatories are neither clear onthe role and legal status of BCS nor of the legal requirements of the BCS Trustees.

It is clear that most BCS professional members and many IT professionals, who are not (yet) inBCS want the profession to be regarded as the equal of other professions such as medicine, law,engineering and accountancy. For over five years now, the BCS Trustees have been developinga number of programmes that enable BCS to deliver on its charter goals especially in this criticalarea of developing the IT profession. The transformation programme has been entirely aimed atfulfilling these goals and doing so in a relatively short timescale that meets the increasingly urgentneeds of the profession and its employers. Every activity the BCS Trustees and senior staff haveundertaken in the last five years has been in support of these objectives. The transformationprogramme is a series of additional investments in the last two years to enable a step change inBCS ability to deliver these goals.

BCS has very successfully developed a number of areas that both support these objectives andprovide welcome additional funding to support other important work that BCS undertakes. Inrecent years, BCS has become one of the world’s leading examination and certification institutes,managing over 30,000 IT related examinations every month.

Although BCS’ primary responsibilities cannot by law be directly for the benefit of its members,BCS has always recognised that our members were a critical part in being able to deliver all ofour goals and felt that BCS members would also recognise that there would be many benefits formembers in being part of the professional institute. It is, though, important to understand thatBCS would never have been granted either a Royal Charter or charitable status if its primarygoals were restricted to benefits to its members rather than the public good. If BCS ceased towork principally for the public good, then one or other, or both of these, could be removed.

BCS has evolved its own chartered standard, Chartered IT Professional ( CITP ), to give ITprofessionals the external verification and recognition of their high standards of competence andachievements to compare with other professions, and this has been updated and strengthenedthrough the transformation programme.

Another very important part of being a professional institute is that all of our members, byhonouring the BCS Code of Conduct both in letter and in spirit, form the basis for building a realprofession.

Looking at the present standing of the profession in the public eye, there is a huge amount to beachieved in developing the IT profession, integrating all levels of education, bringing academiaand industry closer together, changing the public perception of IT as a profession and a career,and much more.

2

BCS Trustees have developed their strategy over the last five years to try to improve all of these,and recently invested some of BCS’ hard earned reserves to give these programmes a muchneeded investment boost. Trustees believed that a step change was essential to achieving BCS’objectives in a way that was relevant to the 21st century. It is important to note that more thanhalf of the investments in the various transformation programme activities have been investmentsin directly improving the benefits and services to our members, and creating much greatercapability for our members to participate in BCS in general and therefore help deliver our goalsmuch more effectively in future. This development work continues and nearly all of the remaininginvestment in the programme is in areas that will directly assist our members.

Those BCS members who have called the EGM don’t feel that this is an appropriate strategy andargue that BCS should go back to the pre1984 model. Although not stated explicitly in the motions,this means that their strategy could result in having to give up both our Royal Charter status andour charitable status. This has in fact been stated as something that should be considered by atleast one of the signatories.

BCS Trustees totally reject this regressive option, and ask BCS members to fully endorse theirstrategy and the investment needed to carry forward the changes in the transformation programmein a timely manner. The majority of BCS members, those involved in the study and practice ofcomputing, IT professionals and employers have all asked us to make these changes which theybelieve are required for the modern world.

The choice for BCS professional members with regards to these resolutions is very clear. Tosupport the BCS Trustees and keep the momentum going to develop the IT profession and tohelp those who study and practise computing or stop all of this progress in its tracks and takeBCS back thirty years.

The Trustees totally reject the claims that they have not performed their duties to BCS to a veryhigh standard and request the professional membership of BCS to support their work, vision andstrategy. The Trustees urge the professional membership to show their support by rejecting(DISAGREE) resolutions 1, 2, 3 and supporting (AGREE) resolutions 4, 5, 6 and ‘special’ asfollows:

Resolution 4.

That the BCS professional members endorse the strategy adopted by the Trustee Board ofdeveloping BCS into one of the world’s leading professional institutes for IT

As part of this strategy, BCS Trustees developed a new vision, mission and five strategicobjectives. These are as follows:

Our Vision: To be a world-class organisation for IT

Our Mission: To enable the information society

To address the challenges of the 21st century the Institute has five strategic objectives:

1. Bridging the gap between education practice and research

2. Giving practitioners the professional development and career support they deserve

3. Informing public policy on how IT can contribute to society

4. Ensuring everyone benefits from IT

5. Championing the global IT profession

3

Resolution 5.

That the BCS professional members support the decision of the Trustee Board to invest some ofthe substantial reserves of the BCS in the new programmes needed to implement the strategy.

We have referred to progressing the transformation programme in a “timely manner”. To implementthe required changes needed substantial investment in a whole raft of new capabilities for BCS.We could have chosen to implement the programme in small incremental chunks, paying for eachpart of them out of our annual operating plan, as we have in the recent past, but this had two realproblems. Firstly, it would just take too long – several years probably, and secondly we could notbe confident that in the current economic environment we could guarantee that enough surpluswould be created without the boost of a new strategic direction and the momentum that wouldgive us.

Fortunately we had another option. In recent years, BCS has had a tremendous financialperformance through its certification and examinations activities and this has enabled us not onlyto increase our distributable income (the amount of money we use to fund activities in our membergroups and member services) but also to add substantially to our reserves. It meant crucially thatwe had all the money we needed to give this strategy the investment shot in the arm it neededwithout having to borrow the money from a bank or dilute in any way the activities we fund to ourmembers.

Many of the changes we are implementing have a direct positive impact on our members and thecapabilities we offer them. Members have been receiving, and will continue to receive, a wholeraft of new capabilities and services through the transformation programme: they will also benefitfrom the tremendous momentum that comes from being part of the world’s leading professionalinstitute for IT, and it doesn’t cost them one penny extra. This investment has allowed us to createnew services and a new momentum that would have been impossible without it. All of the moneyused to fund the transformation programme has been generated in recent years by our ownactivities, and we still have large reserves in place. The BCS financial management over the lastfive years has been simply excellent and the Trustees ask the professional membership torecognise this by supporting Resolution 5.

Resolution 6.

That the BCS professional members have confidence in the Trustees and the CEO and supportthe work they have done and continue to do, to make the BCS relevant both for today and for thefuture.

A huge amount of work has gone into developing and implementing these changes which arenot only very good for BCS, but also very good for the IT profession we serve. This work hasrequired a huge amount of time invested by the BCS Trustees and staff, and we would call on theBCS membership to support the BCS Trustees and CEO in first of all achieving the financialperformance in recent years that has made all of this possible, and for their insight in developingand implementing this very exciting new direction for BCS.

Special Resolution.

BCS Trustees feel that in order to ensure your Institute has up to date practices and processesfor managing AGM and EMG calls, we need to amend our Bye-law 29.

The Institute currently has approximately 70,000 members (about 50,000 of whom areProfessional Members entitled to vote at a general meeting). Most organisations require apercentage of its members to sign a request for an EGM which can always take into account thegrowing size of the organisation. BCS is currently the only organisation we know of which has afixed small number of required signatories for an EGM. The cost of convening and running anAGM or EGM is proportionate to the number of voting members we have. Our normal AGM costsin the region of £100,000, the voting process as designated in our bye laws costs £50,000 alone,and an EGM costs pretty much the same. The current rules could lead to a very small minority

4

of members causing the Society to hold an indefinite number of EGMs, each costing a largeamount of money, and generating potentially negative publicity, all at a time when the latestsatisfaction surveys (and the voting in the AGM in March this year) suggest that the overwhelmingmajority of the membership are fully supportive of the Trustee Board.

There are many methods by which members can influence the policy of the Institute, for exampleby standing in elections or raising matters of concern at a regional level or at the AGM. In additionto these methods, the Trustee Board wish to retain the important right of members to requisitionan EGM, but also to add greater safeguards to prevent abuse. The requirement of 50 signaturesfor requisitioning an EGM dates back to a time before the membership had grown so substantially.Therefore the Trustee Board propose a resolution to increase the threshold for a requisition for anEGM from 50 Professional Members to 2% of the Professional Membership. This will protect theorganisation’s funds and make the threshold more proportionate to the size of our membership.A 2% threshold is low in comparison to most other membership charities and the CharityCommission themselves and Company Law recommend a 10% figure in their model governingdocuments. For this reason the Trustee Board is confident that the member’s rights will still beproperly protected if the proposed amendment is passed.

The resolution proposing to amend Bye-law 29 is conditional upon resolutions 4, 5 and 6 beingpassed. If the Trustee Board, its strategy and the Chief Executive do not receive the endorsementfrom the Professional Members contained in those resolutions then the amendment to Bye-law29 will not be proposed to the meeting.

Full text of the current wording of Bye-law 29 and the proposed amendment, together with anexplanation of the proposed amendment

5

Current wording of Bye-law 29 Proposed new Bye-law 29A General Meeting of the Society other than anAnnual General Meeting may be convened atany time by the Trustee Board and shall be soconvened within two months of the receipt bythe Chief Executive of a written requisition onthat behalf which:

(a) shall state fully the objects of themeeting; and

(b) shall be signed by not less than fiftyProfessional Members.

Such notice may consist of several documentsin like form. If no such meeting has beenconvened within two months of the receipt ofthe requisition a meeting may be convened bythe requisitionists or any of them, being at leastsix in number, for such purposes only as shallbe specified in the requisition in the samemanner as nearly as possible as that in whichmeetings are convened by the Trustee Board,but so that any such meeting shall be convenednot later than four months after the receipt ofthe requisition.

A General Meeting of the Society other than anAnnual General Meeting may be convened atany time by the Trustee Board and shall be soconvened within two months of the receipt bythe Chief Executive of a written requisition onthat behalf which:

(a) shall state fully the objects of themeeting; and

(b) shall be signed by not less than two percent of the Professional Membership atthe date of receipt of the requisition.

Such notice may consist of several documentsin like form. If no such meeting has beenconvened within two months of the receipt ofthe requisition a meeting may be convened bythe requisitionists or any of them, being at leastsix in number, for such purposes only as shallbe specified in the requisition in the samemanner as nearly as possible as that in whichmeetings are convened by the Trustee Board,but so that any such meeting shall be convenednot later than four months after the receipt ofthe requisition.

Changes are underlined and deletions from the current wording are italicised.

Full text of the written requisition signed by 52 Professional Members and received by the ChiefExecutive on 7 April 2010

EGM Statement

We the undersigned request that an Emergency General Meeting of the BCS be arranged for themembership to consider and vote upon the motions listed below.

Motion 1: A vote of ‘no confidence’ in the current Trustee Board.

Motion 2: A vote of ‘no confidence’ in the Chief Executive, David Clarke.

Motion 3: A vote to suspend any further expenditure on the "transformationprogramme" until there is full, open and transparent disclosure of all financialaccounting relating to this programme to-date.

Our reasons for raising these motions before the membership are as follows:-

1) Over recent months numerous changes and restructuring activities have beenundertaken to such an extent that the membership of the Society now seems tobe secondary to the role of the ‘business’ of the Society.

2) The direction the BCS seems to be taking is towards that of a business that sellsservices, of which membership is purely an income stream, rather than its originalpurpose of a professional membership charitable body.

3) All of the changes and statements are being made and supported by a very smallminority of senior volunteers and staff without proper and careful due process andconsultation with the rest of the wider and active membership to see if they concur.

4) Few members have been made overtly aware of the Transformation Programmeor what effects it will have, apart from general communication in press and media.

5) The general membership has been given next to no opportunity to be engaged inthe decisions regarding the future of the society’s direction.

6) The restructuring of the Membership operation within the BCS has been badlymanaged and has resulted in the disenfranchising of the volunteer member groupsand individual members.

7) Specifically, the active membership/volunteers are constantly put down, particularlyby the staff directors, on the basis that they only represent the views of around 5%of the membership.

8) The relative importance of the member groups in the Society as a whole seems tobe diminishing, with the removal of their Management Committees and thecorresponding reduction in the number of Council seats they are allowed topopulate.

9) There appears to be a deliberate attempt to reduce the involvement and influenceof volunteer members, for example, the very recent directive that ALL membersgroups must produce a plan for the 2010/11 year (Sep-Aug) by the end of March.If no plan is received they will be given NO funding.

10) The project management and financial control of the Transformation project hasnot been reported in sufficient detail to Trustee Board for that body to be able tomake effective decisions i.e. no Project Plan, Risk & Issues Log or Expenditureforecast has been made available to anyone

11) Selection of 3rd party suppliers for the development of the Transformationprogramme does not appear to have followed normal business practice for acharitable organisation for their selection e.g. competitive tendering where largesums of money are involved.

12) The published BCS strategic direction excludes any membership strategy, althougha recent ruling requires all future member meetings to support the StrategicObjectives of the Society - which do not include the recruiting or support ofmembers themselves.

6

13) The strategic aims of the Society, published on the website and agreed by theTrustees, contain no mention of Membership, yet Membership IS mentioned in theRoyal Charter

14) Repeated attempts by Council, member groups and individuals, who are genuinelyconcerned, to discuss and/or amend the changes being pushed through, have beenmet with apparent disinterest, and disparagement.

15) There are planned reductions in the number of elected members to various Boardsand Committees, in favour of those being selected as Vice President by theNominations Committee (which reports only to the Trustee Board) or BCS staff.

16) There appears to be a desire to have BCS staff members on Boards andCommittees with full entitlement to vote.

17) There have been poor communication of the Transformation impacts and changesto the general membership, member groups and Council.

18) There has been poor communications between the Trustee Board and the rest ofthe BCS.

19) No information has been provided to the membership of the charitable performanceof the BCS i.e. there is no information available as to the percentage of incomeused to fulfil the charitable aims. Whilst this must be of a level necessary to satisfythe Charity Commission, it is not available to members

20) In conclusion we can only assume that Trustees are diminishing the role of themembership in the Society.

SignatoriesMr Rajan Anketell FBCS CITP Mr David Hodgkiss MBCSMiss Christine Arrowsmith MBCS CITP Mr John Hopkinson MBCS CITPMr Douglas Ball MBCS CITP Mr David Jones MBCS CITPMrs Dorothy Balmer MBCS CITP Mr Len Keighley FBCS CITPProf Jonathon Bowen FBCS Mr Ian Kenny MBCS CITPProf Max Bramer FBCS CITP Eur Neil Lawson-Smith FBCS CITP

IngMr Thomas Brooks FBCS CITP Mr Huw Lewis FBCS CITPMrs Eileen Buck MBCS Mr Charles Lowe MBCS CITPMr Mike Buck FBCS CITP Mr Walter Milner MBCSMrs Rachel Burnett FBCS CITP Dr John Mitchell FBCS CITPMr Adam Carden MBCS Dr Andrew Mohan MBCS CITPMr Kevin Chamberlain FBCS CITP Mr Mike Moss MBCS CITPDr Derek Cooke MBCS Mr David Muxworthy MBCS CITP Mr Nigel Crawford MBCS CITP Mr David Norfolk MBCS CITPDr Peter Crouch FBCS CITP Mr Stuart Pollard MBCSDr Kevin Daimi FBCS CITP Mr Thomas Porteus MBCSMr Ewan Davis MBCS Dr Jean Roberts FBCS CITPMr Richard Dyce MBCS Mr Ian Shepherd FBCS CITPMr Mark Elkins MBCS Mrs Jennifer Stapleton FBCS CITPDr Thomas Ellis FBCS CITP Mr C J Ian Stuart MBCS CITPMr Stuart French MBCS Mr G Ian Sunley FBCS CITPMr James Garrity MBCS Mr Conrad Taylor MBCSMr Ian Graham FBCS CITP Mr Iain Thompson MBCS CITPMr Paul Guckian MBCS Mr Ian Thornton- FBCS CITP

BryarDr Glyn Hayes HonFBCS CITP Mr Chris Tierman FBCS CITP

Mr Ian Herbert FBCS CITP Mr Robert Ward FBCS CITP

7

This page is intentionally blank