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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 an explanation of the proposed amendment and Full text of the written requisition signed by 52 Professional Members and received by the Chief Executive on 7 April 2010 A marked-up copy of the Bye-laws showing the proposed amendment is available on the BCS website at www.bcs.org/egm/byelaws

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Response from the Trustee Board

You may well have seen media coverage regarding the EGM in Computer Weekly and social media sites. Much of this has been inaccurate or misguided. BCS has felt that as a professional institute it really cannot engage in media debates on topics that should be discussed within the BCS professional membership, and therefore has resisted the temptation to correct the inaccuracies. This is our considered and accurate response. BCS is a professional institute serving the IT, Computing and related professions. BCS operates under its Royal Charter, granted in 1984, and under the Charities Act 2006. Both of these legal documents make it very clear that the principal responsibilities of BCS must be for the public benefit and the public good. The responsibility of BCS Trustees is to make sure that BCS delivers on its charter and charity responsibilities within UK law. There are a number of incorrect assertions and a number of genuine misunderstandings in the documents supporting the request for an EGM that show that the signatories are neither clear on the 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) in BCS 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 developing a number of programmes that enable BCS to deliver on its charter goals especially in this critical area of developing the IT profession. The transformation programme has been entirely aimed at fulfilling these goals and doing so in a relatively short timescale that meets the increasingly urgent needs of the profession and its employers. Every activity the BCS Trustees and senior staff have undertaken in the last five years has been in support of these objectives. The transformation programme is a series of additional investments in the last two years to enable a step change in BCS ability to deliver these goals. BCS has very successfully developed a number of areas that both support these objectives and provide welcome additional funding to support other important work that BCS undertakes. In recent 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 of our goals and felt that BCS members would also recognise that there would be many benefits for members in being part of the professional institute. It is, though, important to understand that BCS would never have been granted either a Royal Charter or charitable status if its primary goals were restricted to benefits to its members rather than the public good. If BCS ceased to work 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 IT professionals the external verification and recognition of their high standards of competence and achievements to compare with other professions, and this has been updated and strengthened through the transformation programme. Another very important part of being a professional institute is that all of our members, by honouring the BCS Code of Conduct both in letter and in spirit, form the basis for building a real profession. Looking at the present standing of the profession in the public eye, there is a huge amount to be achieved in developing the IT profession, integrating all levels of education, bringing academia and industry closer together, changing the public perception of IT as a profession and a career, and much more.
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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 much needed 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 than half of the investments in the various transformation programme activities have been investments in directly improving the benefits and services to our members, and creating much greater capability for our members to participate in BCS in general and therefore help deliver our goals much more effectively in future. This development work continues and nearly all of the remaining investment 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 and argue 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 and our charitable status. This has in fact been stated as something that should be considered by at least one of the signatories. BCS Trustees totally reject this regressive option, and ask BCS members to fully endorse their strategy and the investment needed to carry forward the changes in the transformation programme in a timely manner. The majority of BCS members, those involved in the study and practice of computing, IT professionals and employers have all asked us to make these changes which they believe are required for the modern world. The choice for BCS professional members with regards to these resolutions is very clear. To support the BCS Trustees and keep the momentum going to develop the IT profession and to help those who study and practise computing or stop all of this progress in its tracks and take BCS back thirty years. The Trustees totally reject the claims that they have not performed their duties to BCS to a very high standard and request the professional membership of BCS to support their work, vision and strategy. 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’ as follows:

Resolution 4. That the BCS professional members endorse the strategy adopted by the Trustee Board of developing 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 strategic objectives. 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. 2. 3. 4. 5. Bridging the gap between education practice and research Giving practitioners the professional development and career support they deserve Informing public policy on how IT can contribute to society Ensuring everyone benefits from IT Championing the global IT profession

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Resolution 5. That the BCS professional members support the decision of the Trustee Board to invest some of the 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 implement the 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 each part of them out of our annual operating plan, as we have in the recent past, but this had two real problems. Firstly, it would just take too long – several years probably, and secondly we could not be confident that in the current economic environment we could guarantee that enough surplus would be created without the boost of a new strategic direction and the momentum that would give us. Fortunately we had another option. In recent years, BCS has had a tremendous financial performance through its certification and examinations activities and this has enabled us not only to increase our distributable income (the amount of money we use to fund activities in our member groups and member services) but also to add substantially to our reserves. It meant crucially that we had all the money we needed to give this strategy the investment shot in the arm it needed without having to borrow the money from a bank or dilute in any way the activities we fund to our members. Many of the changes we are implementing have a direct positive impact on our members and the capabilities we offer them. Members have been receiving, and will continue to receive, a whole raft of new capabilities and services through the transformation programme: they will also benefit from the tremendous momentum that comes from being part of the world’s leading professional institute for IT, and it doesn’t cost them one penny extra. This investment has allowed us to create new services and a new momentum that would have been impossible without it. All of the money used to fund the transformation programme has been generated in recent years by our own activities, and we still have large reserves in place. The BCS financial management over the last five years has been simply excellent and the Trustees ask the professional membership to recognise this by supporting Resolution 5.

Resolution 6. That the BCS professional members have confidence in the Trustees and the CEO and support the work they have done and continue to do, to make the BCS relevant both for today and for the future.
A huge amount of work has gone into developing and implementing these changes which are not only very good for BCS, but also very good for the IT profession we serve. This work has required a huge amount of time invested by the BCS Trustees and staff, and we would call on the BCS membership to support the BCS Trustees and CEO in first of all achieving the financial performance in recent years that has made all of this possible, and for their insight in developing and 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 processes for 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 are Professional Members entitled to vote at a general meeting). Most organisations require a percentage of its members to sign a request for an EGM which can always take into account the growing size of the organisation. BCS is currently the only organisation we know of which has a fixed small number of required signatories for an EGM. The cost of convening and running an AGM or EGM is proportionate to the number of voting members we have. Our normal AGM costs in 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
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of members causing the Society to hold an indefinite number of EGMs, each costing a large amount of money, and generating potentially negative publicity, all at a time when the latest satisfaction surveys (and the voting in the AGM in March this year) suggest that the overwhelming majority 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 example by standing in elections or raising matters of concern at a regional level or at the AGM. In addition to these methods, the Trustee Board wish to retain the important right of members to requisition an EGM, but also to add greater safeguards to prevent abuse. The requirement of 50 signatures for 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 an EGM from 50 Professional Members to 2% of the Professional Membership. This will protect the organisation’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 Charity Commission themselves and Company Law recommend a 10% figure in their model governing documents. For this reason the Trustee Board is confident that the member’s rights will still be properly protected if the proposed amendment is passed. The resolution proposing to amend Bye-law 29 is conditional upon resolutions 4, 5 and 6 being passed. If the Trustee Board, its strategy and the Chief Executive do not receive the endorsement from the Professional Members contained in those resolutions then the amendment to Bye-law 29 will not be proposed to the meeting. Full text of the current wording of Bye-law 29 and the proposed amendment, together with an explanation of the proposed amendment Current wording of Bye-law 29 A General Meeting of the Society other than an Annual General Meeting may be convened at any time by the Trustee Board and shall be so convened within two months of the receipt by the Chief Executive of a written requisition on that behalf which: (a) Proposed new Bye-law 29 A General Meeting of the Society other than an Annual General Meeting may be convened at any time by the Trustee Board and shall be so convened within two months of the receipt by the Chief Executive of a written requisition on that behalf which: shall state fully the objects of the meeting; and

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

(b)

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

Such notice may consist of several documents in like form. If no such meeting has been convened within two months of the receipt of the requisition a meeting may be convened by the requisitionists or any of them, being at least six in number, for such purposes only as shall be specified in the requisition in the same manner as nearly as possible as that in which meetings are convened by the Trustee Board, but so that any such meeting shall be convened not later than four months after the receipt of the requisition.

shall be signed by not less than two per cent of the Professional Membership at the date of receipt of the requisition.

Such notice may consist of several documents in like form. If no such meeting has been convened within two months of the receipt of the requisition a meeting may be convened by the requisitionists or any of them, being at least six in number, for such purposes only as shall be specified in the requisition in the same manner as nearly as possible as that in which meetings are convened by the Trustee Board, but so that any such meeting shall be convened not later than four months after the receipt of the requisition.

Changes are underlined and deletions from the current wording are italicised.
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Full text of the written requisition signed by 52 Professional Members and received by the Chief Executive on 7 April 2010 EGM Statement We the undersigned request that an Emergency General Meeting of the BCS be arranged for the membership to consider and vote upon the motions listed below. Motion 1: Motion 2: Motion 3: A vote of ‘no confidence’ in the current Trustee Board. A vote of ‘no confidence’ in the Chief Executive, David Clarke. A vote to suspend any further expenditure on the "transformation programme" until there is full, open and transparent disclosure of all financial accounting 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 been undertaken to such an extent that the membership of the Society now seems to be secondary to the role of the ‘business’ of the Society. The direction the BCS seems to be taking is towards that of a business that sells services, of which membership is purely an income stream, rather than its original purpose of a professional membership charitable body. All of the changes and statements are being made and supported by a very small minority of senior volunteers and staff without proper and careful due process and consultation with the rest of the wider and active membership to see if they concur. Few members have been made overtly aware of the Transformation Programme or what effects it will have, apart from general communication in press and media. The general membership has been given next to no opportunity to be engaged in the decisions regarding the future of the society’s direction. The restructuring of the Membership operation within the BCS has been badly managed and has resulted in the disenfranchising of the volunteer member groups and individual members. Specifically, the active membership/volunteers are constantly put down, particularly by the staff directors, on the basis that they only represent the views of around 5% of the membership. The relative importance of the member groups in the Society as a whole seems to be diminishing, with the removal of their Management Committees and the corresponding reduction in the number of Council seats they are allowed to populate. There appears to be a deliberate attempt to reduce the involvement and influence of volunteer members, for example, the very recent directive that ALL members groups 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. The project management and financial control of the Transformation project has not been reported in sufficient detail to Trustee Board for that body to be able to make effective decisions i.e. no Project Plan, Risk & Issues Log or Expenditure forecast has been made available to anyone Selection of 3rd party suppliers for the development of the Transformation programme does not appear to have followed normal business practice for a charitable organisation for their selection e.g. competitive tendering where large sums of money are involved. The published BCS strategic direction excludes any membership strategy, although a recent ruling requires all future member meetings to support the Strategic Objectives of the Society - which do not include the recruiting or support of members themselves.
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20) Signatories
Mr Miss Mr Mrs Prof Prof Mr Mrs Mr Mrs Mr Mr Dr Mr Dr Dr Mr Mr Mr Dr Mr Mr Mr Mr Dr Mr Rajan Christine Douglas Dorothy Jonathon Max Thomas Eileen Mike Rachel Adam Kevin Derek Nigel Peter Kevin Ewan Richard Mark Thomas Stuart James Ian Paul Glyn Ian

The strategic aims of the Society, published on the website and agreed by the Trustees, contain no mention of Membership, yet Membership IS mentioned in the Royal Charter Repeated attempts by Council, member groups and individuals, who are genuinely concerned, to discuss and/or amend the changes being pushed through, have been met with apparent disinterest, and disparagement. There are planned reductions in the number of elected members to various Boards and Committees, in favour of those being selected as Vice President by the Nominations Committee (which reports only to the Trustee Board) or BCS staff. There appears to be a desire to have BCS staff members on Boards and Committees with full entitlement to vote. There have been poor communication of the Transformation impacts and changes to the general membership, member groups and Council. There has been poor communications between the Trustee Board and the rest of the BCS. No information has been provided to the membership of the charitable performance of the BCS i.e. there is no information available as to the percentage of income used to fulfil the charitable aims. Whilst this must be of a level necessary to satisfy the Charity Commission, it is not available to members In conclusion we can only assume that Trustees are diminishing the role of the membership in the Society.
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