BSAC Council response to proposed Special Resolution at AGM 2026

A member has put forward a Special Resolution ahead of the BSAC AGM on 24th June 2026. The Council unanimously advises members to vote against the proposed Special Resolution (SR).

You can read the full text of the Special Resolution here.

Summary and BSAC Council response

In 2022, BSAC formally endorsed the Sports and Recreation Alliance’s principles of good governance.

Implementation of this SR would:

• Conflict with established best practices for membership-based National Governing Bodies as outlined by the Sport and Recreation Alliance, particularly regarding a recommended maximum of 12 Directors (excluding the CEO). BSAC will be aligned with these standards following the 2026 AGM.
• Expand the Council by up to 7 additional Directors (an increase of approximately 70%), resulting in substantial cost escalation when BSAC is focused on achieving ongoing efficiencies. The estimated costs provided in the special resolution significantly underestimate the actual likely expenses.
• Reverse four years of progressive improvements in BSAC’s governance, which have been supported by over 95% of voting members.
• Restrict BSAC’s ability to access grant funding or pursue collaborative opportunities with key partners, such as those provided by Sport England or Sport UK, by failing to meet their compliance requirements.
• Reduce the influence of Independent Directors.
• Diminish effectiveness in fulfilling the responsibilities of the National Governing Body for Scuba Diving and Snorkelling.

The arguments put forward in the SR are inaccurate, misrepresenting current arrangements, their foundation, and omitting clarification on several points:

• All Officers, like non-office holding Directors, are elected by and accountable to the membership. In accordance with good governance, two independent directors (with voting rights) are also appointed to Council. Each director’s vote holds equal weight.
• All Directors are invited to every Council Meeting and are expected to attend at least five out of six meetings annually. Meetings are scheduled three years in advance to maximise attendance. While quorum technically requires six directors, motions and decisions are never made with only the minimum number present.
• Officers meetings supplement the Council Meetings, providing Headquarters with continuous management support and facilitating strategic execution without relying solely on bimonthly Council reporting. Proposals or motions requiring approval are presented exclusively at full Council Meetings.
• Several specialised Committees, chaired by non-office holding Directors based on expertise, report activities to the Council. Each committee operates under agreed Terms of Reference that define limits on autonomy. All activities, actions, and proposals are brought before Council, discussed, thoroughly minuted, and tracked until completion.
• Officers, like non-office holding Directors, serve as unpaid volunteers but assume greater responsibility and administrative demands. All Directors remain accountable to the membership and adhere to the obligations set forth in the Companies Act.
• The Audit Committee, comprised of an independent chair and appointed members, provides additional safeguards for members.
• Expanding the number of Directors as proposed in the SR could lead to uncontested elections, thereby diminishing the impact of each member's vote during Director selections.