A member has proposed making changes to BSAC Council structure via a Special Resolution (SR). Members can vote on the change at the AGM in June 2026.
Subject: Special Resolution to amend the Articles of Association of BSAC Ltd.
In accordance with Article 50.(B) I am submitting a motion, as a special resolution, to amend the Articles of Association of the British Sub-Aqua Club Ltd, company number 1417376. A company limited by guarantee.
Proposed by:
Edward Haynes A198234
Seconded by:
Bob Barker A846461
Ian Joseph A775807
James Hamilton A770089
Martin Maple A821261
Richard Harpin A801141
SUPPORTING TEXT (NOT PART OF THE SPECIAL RESOLUTION):
Background:
In 2020 BSAC’s Articles of Association (AofA) were amended to bring them in line with the practises at the time. Hidden within the changes was the removal of a Members’ Safeguard; preventing the Officers Group from holding a majority at Council meetings. The Members’ Safeguard dealt with Council’s quorum: “The quorum for directors’ meetings shall be five elected Directors (who are not Officers) and one Officer”.
When I became Chair in 2022, I dissolved the Officer Group as I did not agree with the Officer Group deciding on matters before a full Council meeting. During my term as Chair, I oversaw changes to the AofA to improve Governance in line with “Sport England, (2021), A Code for Sports Governance”. The changes involved the introduction of Independent Non-Executive Directors (NED)s. In addition, the number of elected members was gradually reduced. I was unsuccessful to convincing follow Council members about the importance of the Members’ Safeguard; hence it was removed during the AofA amendments. Being a member of the Board, it would not have been right for me to submit a members’ special resolution. Whilst serving on Council I either accepted the majority decisions or resigned. I chose to stay as other changes were more important.
I’m no longer a member of BSAC’s Council, or a director and feel the Members’ Safeguard should be restored.
The Risk:
In the 1990s a Council meeting quorum was, as stated today in the current AofA, 6 elected members. This allowed the Officer Group to bulldoze decisions through Council meetings, because they had a majority, as a consequence BSAC nearly went bankrupt. The Officer Group committed BSAC to around £1M expenditure, but there was less than £0.5M assets available – one of our creditors wanted BSAC liquidated. If it hadn’t been for the generosity of a few members BSAC would not exist. Today there are five Officers and five elected Council Members. Meaning a Council meeting is quorate with five Officers and one elected Council Member. Giving the Officers the ability to push through any policy decisions they wish.
This means a Council meeting is quorate with five Officers and one elected Council Member, which gives the Officers the ability to push through any policy decisions they wish.
I do not believe the current Officers are of that ilk, but who knows what future Officers may decide to do. The special resolution is designed to prevent the 1990s situation happening again.
The Advantages and Disadvantages:
Advantages:
The Members’ Safeguard prevents an Officer Group from dominating policy decisions on Council and members protection would be re-established. If the Officers pre-agreed an action before a Council meeting, they would have to gain the support of the majority of elected Council members to get the decision accepted.
Disadvantages:
There would potentially be a slight increase of c£850 in Council expenses; the equivalent to around 12 full BSAC memberships. There may be times where there are insufficient elected Council members able to attend a Council meeting, that would mean it isn’t quorate so a decision would be delayed.
SPECIAL RESOLUTION
The Special Resolution:
To restore the Members’ Safeguard and representation, the proposed amendments to:
- 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.
END OF SPECIAL RESOLUTION
