SCUBAHUB
Council recommend changes to BSACs Articles of Association ( AoA ):
Andy Shenstone , Honorary Secretary
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 ( S & RA ).
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 :
1 . 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 ’.
2 . 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 from 20 to 19 ( including the CEO and independent ). 3 . 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 2023 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 .
Notice of 69th Annual General Meeting of the British Sub- Aqua Club , 13th May 2023
The British Sub Aqua Club , a company limited by guarantee , gives notice that its 69th annual general meeting will be held electronically on Saturday 13th May 2023 at 10:00 a . m .
Details will be circulated nearer the time on how to preregister to participate in the online AGM and pre-register any questions you may have for council .
The meeting will deal with the following business : 1 . Chair ’ s welcome . 2 . Apologies . 3 . The presentation of the minutes of the 68th Annual General Meeting and of any Extraordinary General Meetings held since .
4 . The appointment of tellers for any poll or show of hands which may be required . 5 . The Chair ’ s report . 6 . The Honorary Treasurer ’ s report - presentation of annual reports to 31st December 2022 and questions arising from them . 7 . The National Diving Officer ’ s Report . 8 . 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 .
9 . 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 .
10 . Q & A opportunity for members to Council , National Diving Officer and HQ representatives .
11 . The consideration of any Motions / Special Resolutions of which due notice has been given .
Special resolution - Proposed by BSAC Council The articles of association of the Company appearing on the Company ’ s Website via the following link : bsac . com / proposedarticles and headed “ BSAC Articles of Association May 2023 ( For AGM Approval )” be adopted as the new articles of association of the Company in substitution for , and to the exclusion of , the existing articles of association of the Company titled “ BSAC Articles of Association May 2022 ”.
Andy Shenstone -Honorary Secretary British Sub-Aqua Club ( company number 01417376 ) Telfords Quay , South Pier Road , Ellesmere Port , Cheshire CH65 4FL
NOTES 1 . Copies of BSAC ’ s current Articles of Association , along with the proposed , amended articles ( as per Special Resolution from Council ) and an explanation of the changes from Council are available for download from bsac . com / proposedarticles 2 . 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 . 3 . All members will be emailed a unique voting link at the end of March 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 .
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