In the Notice of Meeting issued to members for the 69th BSAC AGM Council has put forward a special resolution regarding changes to BSAC’s AoA.
BSAC is the National Governing Body (NGB) and a members’ club, for scuba diving and snorkelling in the United Kingdom. The AoA describe BSAC’s governance arrangements. It is important that BSAC’s AoA remain relevant, support the effective operation of the organisation and address inclusivity and diversity. They also need to reflect relevant codes of practice, in particular, that are issued by the Sport and Recreation Alliance.
A review conducted last year identified a number of key aspects of the AoA that do not meet these criteria. In response, Council commissioned an expert working group to prepare revised AoA that address the highest priority changes. The group was chaired by the Honorary Secretary and independently advised by a King’s Counsel – a diving member who provided their advice at no cost to BSAC.
Council believes these changes are essential. They build upon those approved by the membership in 2022 and represent a progressive and necessary modernisation of governing practice.
The key changes encompass:
- The introduction of one independent member to Council who will not be or have been a member of BSAC. The aim is to ensure that board appointments contribute to creating a board that is balanced, inclusive and skilled: including an independent is a big step towards this. In moving to appoint an independent Director BSAC will adopt the S&RA’s definition: ‘Independence is defined clearly to mean that directors have no interest in the organisation which could influence their objective judgement, as the more directors know about the company and its operations, the less objective they become’.
- Reducing the minimum size of the elected members of the Board from 13 to 12 - whilst retaining the overall minimum size of Council (14 once the CEO and the independent are included) and reducing the maximum to from 20 to 19 (including the CEO and independent).
- Correcting the use of the term dive manager.
It is important that BSAC, as the NGB:
- Can, when desired, access strategic funding opportunities made available by key partners, including Sport England, Sport Scotland, Sport NI, and Sport Wales. Modernising our governance arrangements will facilitate this.
- Is open and accountable in order to maintain and build trust with our members and stakeholders. Good governance and good practices will enable BSAC to thrive and achieve our strategic goals for 2022 and beyond. It also provides an important mechanism for supporting effective collaboration with external partners.
The proposed changes are interdependent and are hence presented to members for approval as a composite recommendation. They are an important step on a journey of ongoing modernisation and improvements to our governance.
Council believes it is very important that members have the opportunity to discuss and understand the proposed changes. Online meetings are being arranged, details of which will be communicated to all members. Further details will also be published on the BSAC website and in accompanying blogs.
For the reasons detailed above, Council recommends members vote in favour of this special resolution.
View proposed Articles of Association
If you wish to discuss any of these suggested changes please contact Mary Tetley, BSAC CEO at maryt@bsac.com.
