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

R946_P3
 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 worlds 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 dont 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 worlds 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. 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

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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 worlds leading professional
institute for IT, and it doesnt 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
organisations 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 members 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 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:
(a) shall state fully the objects of the (a)
meeting; and
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

(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: 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 "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.
2) 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.
3) 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.
4) 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.
5) The general membership has been given next to no opportunity to be engaged in
the decisions regarding the future of the societys direction.
6) 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.
7) 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.
8) 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.
9) 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.
10) 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
11) 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.
12) 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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 13) 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
14) 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.
15) 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.
16) There appears to be a desire to have BCS staff members on Boards and
Committees with full entitlement to vote.
17) There have been poor communication of the Transformation impacts and changes
to the general membership, member groups and Council.
18) There has been poor communications between the Trustee Board and the rest of
the BCS.
19) 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
20) In conclusion we can only assume that Trustees are diminishing the role of the
membership in the Society.
Signatories
Mr Rajan Anketell FBCS CITP Mr David Hodgkiss MBCS
Miss Christine Arrowsmith MBCS CITP Mr John Hopkinson MBCS CITP
Mr Douglas Ball MBCS CITP Mr David Jones MBCS CITP
Mrs Dorothy Balmer MBCS CITP Mr Len Keighley FBCS CITP
Prof Jonathon Bowen FBCS Mr Ian Kenny MBCS CITP
Prof Max Bramer FBCS CITP Eur Neil Lawson-Smith FBCS CITP
Ing
Mr Thomas Brooks FBCS CITP Mr Huw Lewis FBCS CITP
Mrs Eileen Buck MBCS Mr Charles Lowe MBCS CITP
Mr Mike Buck FBCS CITP Mr Walter Milner MBCS
Mrs Rachel Burnett FBCS CITP Dr John Mitchell FBCS CITP
Mr Adam Carden MBCS Dr Andrew Mohan MBCS CITP
Mr Kevin Chamberlain FBCS CITP Mr Mike Moss MBCS CITP
Dr Derek Cooke MBCS Mr David Muxworthy MBCS CITP
Mr Nigel Crawford MBCS CITP Mr David Norfolk MBCS CITP
Dr Peter Crouch FBCS CITP Mr Stuart Pollard MBCS
Dr Kevin Daimi FBCS CITP Mr Thomas Porteus MBCS
Mr Ewan Davis MBCS Dr Jean Roberts FBCS CITP
Mr Richard Dyce MBCS Mr Ian Shepherd FBCS CITP
Mr Mark Elkins MBCS Mrs Jennifer Stapleton FBCS CITP
Dr Thomas Ellis FBCS CITP Mr C J Ian Stuart MBCS CITP
Mr Stuart French MBCS Mr G Ian Sunley FBCS CITP
Mr James Garrity MBCS Mr Conrad Taylor MBCS
Mr Ian Graham FBCS CITP Mr Iain Thompson MBCS CITP
Mr Paul Guckian MBCS Mr Ian Thornton- FBCS CITP
Bryar
Dr Glyn Hayes HonFBCS CITP Mr Chris Tierman FBCS CITP
Mr Ian Herbert FBCS CITP Mr Robert Ward FBCS CITP

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