The British Sub Aqua Club, a company limited by guarantee, gives notice that its 72nd Annual General Meeting will be held electronically on Wednesday 24th June 2026 at 7pm.
Details will be circulated nearer the time on how to pre-register to participate in the online AGM.
The meeting will deal with the following business:
- Chair’s welcome.
- Apologies.
- The presentation of the minutes of the 71st Annual General Meeting and of any Extraordinary General Meetings held since.
- The appointment of tellers for any poll or show of hands which may be required.
- The Chair’s report.
- The Honorary Treasurer’s report - presentation of annual reports to 31st December 2025 and questions arising from them.
- The National Diving Officer’s Report.
- The Honorary Secretary’s report and declaration of the results of the election for the Officers and other members of the Council for the ensuing term.
- Motion 1: To authorise the BSAC Council to appoint and set the remuneration of the auditors to hold office from the conclusion of the Annual General Meeting until the conclusion of the next general meeting of the Company at which the Company’s annual accounts and reports are laid before the meeting.
- Q&A opportunity for members to Council, National Diving Officer and HQ representatives.
- The consideration of Motions/Special Resolutions of which due notice has been given, including a Special Resolution proposed by member Edward Haynes.
Emma James
Honorary Secretary
British Sub-Aqua Club (company number 01417376)
Telfords Quay
South Pier Road
Ellesmere Port
Cheshire CH65 4FL
Special Resolution proposed to amend the Articles of Association of BSAC Ltd.
In accordance with Article 50.(B) Edward Haynes has proposed a motion, as a special resolution, to amend the Articles of Association.
Seconded by:
Bob Barker
Ian Joseph
James Hamilton
Martin Maple
Richard Harpin
Council and Chair's unanimous recommendation is to vote against the proposed Special Resolution which would greatly increase the size and cost of running BSAC’s Council and would be contrary to principles of good governance.
For more details see:
- Proposed Special Resolution for AGM 2026: full text
- BSAC Council response to proposed Special Resolution at AGM 2026
The proposed changes are as follows:
- Article 3: From “The Management of BSAC's affairs shall be vested in a Council comprising not fewer than ten and not more than thirteen persons elected together with any persons appointed, co-opted or holding office in accordance with the provisions of these Articles.”
To “The Management of BSAC's affairs shall be vested in a Council comprising not fewer than fourteen (14) and not more than seventeen (17) persons elected together with any persons appointed, co-opted or holding office in accordance with the provisions of these Articles.”. - Article 4.A.2:
From “Not fewer than five and not more than eight other Members who shall all be entitled to vote.”
To “Not fewer than nine (9) and not more than twelve (12) other Members who shall all be entitled to vote.”. - Article 14.B:
From “The quorum for Council meeting shall be six voting members of Council who are entitled to vote on the business of the meeting in accordance with the Articles.”
To “The quorum for Council meeting shall be five (5) elected Council Members (who are not Officers and one (1) Officer who are entitled to vote on the business of the meeting in accordance with the Articles.”.
In addition to clarify the maximum term an Independent NED can be granted:
- New Article 7.A.7: Add a new sub-sub-para 7 “To appoint a maximum of two (2) Independent Non-Executive Directors, the appointment shall be for a term of not more than three years and shall be eligible for re-appointment.”
- Renumber following sub-sub-paragraphs.
NOTES
1. A member qualified to vote at the meeting may appoint a proxy (who need not be a member) to participate and vote instead of them.
2. All members will be emailed a unique voting link at the beginning of May to allow you to access the Civica website where you will be able to cast your vote for candidates and complete a proxy form. This facility will also allow you to pre-register to participate in the online AGM.
