The EGM debate: BCS v Len Keighley

The BCS is facing a call for an Extraordinary General Meeting from 50 BCS members. Supporters of the EGM motion, led by former BCS trustee Len Keighley, have listed 20 reasons for suppporting the EGM. In the debate below, the BCS and Len Keighley put forward their arguments for and against the EGM.



1)  Over recent months numerous changes and restructuring activities have been undertaken to such an extent that the membership of the Society now seems to be secondary to the role of the ‘business’ of the Society.

BCS Response
As part of our restructure there has been much consultation on a whole host of areas. In the membership area in particular, Trustees have set up an Interim Membership Board, which actually includes one of the EGM signatories, to help establish the framework for a new Membership Board which will have a much broader remit than before. A major objective is to attract a larger proportion of our industry into BCS membership. This is not an action that would indicate membership has a “secondary role”. The new board structure is to enable the BCS membership organisation to participate much more in a whole raft of activities. What members need to understand is that our professional products and services generate each year the money we need for the BCS membership as a whole to achieve our corporate objectives.

LK’s Response
It is not consultation when the structure and high level operation of the organisation is presented as fait accompli.
Despite numerous attempts by various members and member groups, the structure of the new Membership Board remains unchanged from it original definition when it was first announced. This structure will result in an archaic structure of over 125 groups attempting to communicate with and being administered by a Board comprising 3 committees.
Membership is to be handled by one board with little or no involvement with the management and direction of the rest of the organisation.

2)  The direction the BCS seems to be taking is towards that of a business that sells services, of which membership is purely an income stream, rather than its original purpose of a professional membership charitable body.

BCS Response
The “direction of BCS” is one which was determined by Trustees after extensive research and consultation, and is completely in line with our Royal Charter. This is very clear, and it is this document that defines our purpose. (see We have one objective defined in the Charter, to promote the study and practice of computing/IT and to advance knowledge and education therein for the benefit of the public. BCS members and the executive team work closely together to deliver this objective – funded by our very successful business activities.
This direction has also been widely acknowledged and praised by members, who voted in the latest member survey to show that 83% were satisfied with their member services and 85% knew about the transformation.
Another key point here is the major misunderstanding that member subscriptions pay for non member activities. Not only is this not the case, but the truth is the complete opposite. For many years now, our commercial activities have supported member activities and paid for all of BCS’ charitable activities. Because we knew that some would challenge this analysis, Trustees took the decision to commission an independent review by KPMG of our costs and expenditure. This analysis found that in the current financial year, although BCS shows a net zero surplus in the overall operating plan, the membership activities are being funded to the tune of £2 million from our commercial activities. This cross funding has been the case for many years and should indicate that membership activity is critically important to BCS, but without our commercial operations many of our member activities would have to be severely cut back.
The direction of BCS, The Chartered Institute for IT, is away from a reputation as “old-fashioned”, “out of touch” and “irrelevant”, to become the world-leading organisation for IT that is totally relevant to both current and future IT professionals.

LK’s Response
There are a number of further issues embedded within this response.
1) If it is only to promote the study and practice of computing etc, in this business-like manner, it is surely like a business, not like a charity.
2) The statistics regarding the percentages of ‘satisfied customers’ gives no indication of the size of the survey.  Typically nationwide surveys are conducted with just 100 respondents. Even if one generously assumes 1% of the membership this is only c.700 responses. In addition, surveys may have only been sent to ‘professional members’ which reduces that number to around 450.
3) However, if 83/85% ‘praised’ the BCS why is it also seen as “old-fashioned”, “out of touch” and “irrelevant” by so many? Surely if the membership were that happy with things they would not see it in those terms.
4) KPMG have been the Auditors for so many years that it is difficult to understand how they can be ‘independent’.
5) The Royal Charter only shows one objective. However, it then goes on to list 25 powers that can be used to fulfil that objective, a number of which are concerned with the recruitment, operation and administration of members and member groups.
6) As previously stated, there has been a split between the Business and the membership and this is no more evident than in the comment, “the membership is not self funding”. That is only true while you consider the Business earnings as separate from the membership fee income. They are clearly not. The business would have little or no income without its membership base whether directly or indirectly. Therefore the income generated by the whole of BCS is generated by the membership and, therefore, it is self funding.
A fact which perhaps is not obvious is that the Business wing of the BCS was originally formed to generate income to support the membership in its charitable aims. In that respect all the money generated by the BCS belongs to the membership as the original investor. As the membership fees where used to establish the business initially, the membership can be and should be considered to be its shareholders. Any separation of Business and Membership is therefore not in the spirit of the original intent of the membership. The business of the BCS should not be considered an entity in its own right. Even if it was to be considered a separate entity, what would be its purpose?  In my view the BCS is a Professional Membership organisation that has a Business function to help support its operation, not a Business with membership fees as an income stream.
What is happening is hardly conducive to a members’ association when one compares other professional members’ associations.

3)  All of the changes and statements are being made and supported by a very small minority of senior volunteers and staff without proper and careful due process and consultation with the rest of the wider and active membership to see if they concur.

BCS Response
The reality is that the changes have been made as a result of very extensive research and consultation with both members and non-members, and the actions planned and ratified by Trustees wishing to do the best for our professional body. The criticisms being levelled as part of the EGM call are themselves supported by a very small minority of a huge membership who have not been consulted, which is why the Institute welcomes the opportunity to hold an EGM despite the unplanned expenditure of a very significant £100,000 that this action forces.

No less than 34 individual surveys have been done with various groups of our members, and accumulative totals of this communication comes to over 155,000 individual requests over the last 14 months. In addition to that, there were twelve communications just on CITP development between end of July and end of September 09; many web research workshops and desk research on member needs and thoughts; usability workshops; webmaster workshops; Board and Committee presentations; individual volunteer contributions; a social network survey which alone was 2000 members plus members of all branch, section and SG committees who were invited to complete a survey; a Member Network Beta with another 2000 members; the brand development research included no less than 10 different stakeholder groups; an in-depth research programme specifically into the academic world and our Student members around the term “IT” and, finally, consultation with all 8 Boards, our Branch and SG Chairs, CPHC and Membership Assessors. This was all communicated to Council, we would concede a little later than it might have been, but in no way can the charge of changes “being made and supported by a very small minority of senior volunteers and staff without proper and careful due process and consultation” be levelled at the above extensive list of consultation and involvement.

LK’s Response
As there have been so many surveys, 34 individual surveys in 14 months, this does raise a number of further questions.
1) What was the cost of those surveys?
2) Were they part of the transformation costs?
3) Why is it that a very significant number of active members still feel that they were not involved in the consultation or part of the decision making process?
Regarding the cost of the EGM:
What is the breakdown of the alleged £100,000? -, given its relative insignificance of 2% of the 5 Million Pounds being spent on the Transformation.
As a Council member, the Chair of the Branches Management Committee and the Branches Congress, I only remember being informed of what was changing, not consulted about how it should change. Nor did those consulted actually approve the changes.

4)  Few members have been made overtly aware of the Transformation Programme or what effects it will have, apart from general communication in press and media.

BCS Response
Not only have there been multiple updates through various ITNow issues including a special edition in September 2009 and an update included with the most recent edition, a Top Team event in November 2008 , letters, email contact and two Member Conventions, but we have member research that shows 85% of members are aware of the transformation – this is not “a few”.

LK’s Response
Again use is made here of a percentage figure of the success of the ‘transformation awareness’, but 85% of exactly how many?
We seem to be left to assume it is the full membership of the BCS. We know it is not and cannot be.

5)  The general membership has been given next to no opportunity to be engaged in the decisions regarding the future of the society’s direction.

BCS Response
Please refer to (3) above

LK’s Response
This does not answer the question of how many members where involved in the decision making process, not how many were surveyed.
Being surveyed does not constitute being part of the decision making process, I am unaware of even Council, the BCS advisory body, being asked to participate in the decision making processes.
This is being presented as a dramatic change / ‘new direction’ as noted later. Therefore there is a compelling argument that, if this truly is the case, the membership should have been consulted.

6)  The restructuring of the Membership operation within the BCS has been badly managed and has resulted in the disenfranchising of the volunteer member groups and individual members.

BCS Response
Please refer to (1) above
The restructuring does remove a level of management committee and replaces it with greater use of electronic communication, for example through the new Member Network. Many have welcomed this change but some of those who sat on the committees (one of which was chaired by Len Keighley) may feel they have lost influence.

LK’s Response
The Management Committees, Branches, SGs, YPG, Elite and International Sections of all of the member groups produced a document of how they perceived the new Membership Board structure should be implemented. None of them ‘welcomed’ the reporting line structure of 125+ groups to one centralised Board.
Therefore could those who “welcomed” this change be identified?

7)  Specifically, the active membership/volunteers are constantly put down, particularly by the staff directors, on the basis that they only represent the views of around 5% of the membership.

BCS Response
Evidence for this? Staff Directors work extensively, and happily, with the “active membership and volunteers”. The assertion that the “active” members only represent 5% of the membership is, however, correct and the new Membership Board will seek to increase the proportion of members who are actively involved with the Institute. The staff team work with ALL of our members in different ways and in many cases the staff work is the only contact members have with the BCS. The staff team would never consider referring to the 95% of members who are not “active” as “dormant”, as one prominent signatory of the EGM request calls them.

LK’s Response
The minutes of the first meeting of the Interim Membership Board, 3/3/2010, Paper Number  IMB/2010/007 v3a,  need only be reviewed to see that at least one Staff Director is “adamant” that the “Active” members are not “expert” enough to participate in the management and strategic direction of the membership operation, in order for it to be “world class”.
The paper, IMB/2010/007 v3a, is not available in the IMB area of the member’s website and no further minutes have been produced, even though there have been two further meetings of this group. This calls into question more transparency issues again.

8)  The relative importance of the member groups in the Society as a whole seems to be diminishing, with the removal of their Management Committees and the corresponding reduction in the number of Council seats they are allowed to populate.

BCS Response
See (1) above and note that the new Membership Board’s broader remit will include responsibility for all member groups including branches and specialist groups. Two years ago, an Electoral Reform Working Party was commissioned to look at the Council seats in total. As a result of this independent work, and approved by Council over a series of meetings, the agreement was that Branches and International numbers remained unchanged, the SG elected seats went from 6 to 5 with YPG receiving the extra seat, and Forums reduced from 6 seats to 3 seats. The number of Council members elected by the membership at large remained unchanged at 12 . These changes were approved by the membership at the recent AGM with over 96% of members voting in favour of the changes.

LK’s Response
However, the number of seats on Council for SGs did go down. Therefore the statement is correct. In addition the original starting point of the ERWP was that Branches and SGs should only be allowed 4 seats while all the rest would remain the same or be increased.

Again the use of percentages is made without any reference to the total numbers of voters.
For this I can actually provide the real number – 7272 voted for the motion which is only c. 11% of the membership. The 96% quoted is of the members who actually voted during the AGM meeting.

9)  There appears to be a deliberate attempt to reduce the involvement and influence of volunteer members, for example, the very recent directive that ALL members groups must produce a plan for the 2010/11 year (Sep-Aug) by the end of March. If no plan is received they will be given NO funding.

BCS Response
All parts of the BCS are being encouraged to understand and contribute to our five new strategic objectives. As part of this we have asked all Member Groups to think about the ways in which their activities, as well as meeting the needs of their members, can work towards one or more of these objectives so that we get the combined effect of all BCS activities contributing. The only groups that get no funding will be those that are inactive (and thus do not respond) or those who choose not to recognise that BCS has a new direction.

LK’s Response
The answer here appears to agree with the statement; – all the groups are run by volunteers not employees. Therefore working on a pro bono basis, they can only do what they can do, when they have time outside their working lives.

So by this answer, if, due to having lives outside of BCS, they do not manage to respond to the BCS staff timetable, they will be deemed to be ‘inactive’ and therefore not provided with any funds. The statement is therefore true, as in BCS terms, it is the volunteers fault for not being able to provide enough of their time.

Surely the staff whose roles exist by virtue of membership funding, should assist the groups to respond in the required timescales not just assume they are ‘inactive’.

10) The project management and financial control of the Transformation project has not been reported in sufficient detail to Trustee Board for that body to be able to make effective decisions i.e. no Project Plan, Risk & Issues Log or Expenditure forecast has been made available to anyone.

BCS Response
Trustees have discussed the Transformation Programme at length over the last 18 months. Within the limits of commercial sensitivity and prudence, all our funding and project management has been completely open and shared with Boards, Council and the general membership. All suppliers have been independently managed by a contracted, independent Project Director, and the status of our 100+ major programmes reported monthly. It was only through excellent and open project management that we delivered on time and under budget

LK’s Response
As a Trustee, I was never supplied with any of this documentation. Indeed when I asked to see it, it was never provided. As a Council member I am only aware of very high level plans, e.g. a single sheet being provided.

As we do not know what the target delivery dates and costs are, we only have this answer to confirm they have been supposedly been met.

The two uses of the term ‘independent’ are incorrect, while they are a contractor and not a permanent employee, they are still paid by BCS and therefore not independent as they are under direct instruction of the BCS management.

11) Selection of 3rd party suppliers for the development of the Transformation programme does not appear to have followed normal business practice for a charitable organisation for their selection e.g. competitive tendering where large sums of money are involved.

BCS Response
This is totally wrong. The processes used are the standard BCS processes which are subject to both our own external and charity commission audits. Please also refer to (10) above

LK’s Response
As with the answer to no. 10, this simply does not answer this question.
What are those standard processes?
How were suppliers selected?

Given the vast amounts of money being spent on the transformation programme (an estimated 20% of the BCS reserves) during a recessionary period in the world economy, how much scrutiny has there been by Trustees of the amounts spent? How can this expenditure be shown to be ‘for the public benefit’. Surely competitive tendering was the minimum that should have been conducted for those suppliers awarded significant contracts? This has been neither confirmed nor denied. It does therefore question whether there was any competitive tendering.

12) The published BCS strategic direction excludes any membership strategy, although a recent ruling requires all future member meetings to support the Strategic Objectives of the Society – which do not include the recruiting or support of members themselves.

BCS Response
If the publication “Enabling the Information Society” is opened, this is the document containing our published strategic direction and there is not a single part of it that does not refer to our members. Two of the five strategic “pillars” are very specifically for our members and another one of the remaining three is specifically for those in academia. Lower level marketing strategies such as those for the recruitment and retention of members would not be expected to appear in a top-level briefing on strategic objectives.

LK’s Response
The following are the only references to ‘member’ I can find in the Strategy, the rest maybe implied but it is obviously open to interpretation. I would suggest therefore that if, as the answer suggests, members are important, they should be more prominent in the strategies.
Member consultation
Our members are able to influence and shape policy by playing an active part in specialist groups, online discussions, forums and surveys
Member initiatives
Many BCS members contribute to ‘IT Can Help’, providing direct IT support to people with disabilities
Local membership groups
Local groups around the world allow our members to share information, network and discuss local issues. Online forums and other resources make this possible regardless of geographical boundaries
Further, I would not consider the recruitment and retention of members, a ‘low level’ marketing strategy, so much as a fundamental principle of the BCS and therefore surely it must be stated in the ‘pillars’. Or perhaps this again reflects the level of importance BCS assigns to membership.

13) The strategic aims of the Society, published on the website and agreed by the Trustees, contain no mention of Membership, yet Membership IS mentioned in the Royal Charter

BCS Response
Please refer to (12) above. BCS is a membership organisation that exists to enable the information society, and the strategic aims set out what the members have agreed for themselves (through consultation and through their representatives on Council and the Trustee Board.) Remember that we are a charity which exists for the benefit of society – not a guild that exists purely to profit its own members.

LK’s Response
There is no requirement for the membership to benefit from the Society and this has never been the case. However, it still has to recruit and maintain a membership base to fulfil it Royal Charter. Therefore, for no mention of this to be made in the high level strategic objectives makes no sense.

How did members agree the strategic objectives for themselves? The Trustees and possibly Council may have agreed them but they are only human and mistakes could have and probably have been made.

14) Repeated attempts by Council, member groups and individuals, who are genuinely concerned, to discuss and/or amend the changes being pushed through, have been met with apparent disinterest, and disparagement.

BCS Response
This is a subjective observation that seems to be an extension of point 7 – please refer. The main source of disquiet with the changes has been the perception that members are not important, and that the Transformation Programme has been funded at the expense of membership activities. Both are incorrect perceptions which we have already sought to put right, but we will continue to work on our already extensive communications about these issues.

LK’s Response
This does not answer the question and neither does the answer to point 7.
When the full impact of the structural changes were understood by Council and the member groups, a number of attempts at individual, group and as a coordination of member groups attempted to both discuss and present alternatives and evaluations of what was being pushed and rushed through. All of these were met in the ways described and duly ignored.
Indeed the calling of the EGM was met with the same response from the senior members of BCS.

15) There are planned reductions in the number of elected members to various Boards and Committees, in favour of those being selected as Vice President by the Nominations Committee (which reports only to the Trustee Board) or BCS staff.

BCS Response
It has always been the case that those who chair our main Boards are selected through a process where anyone can be nominated, reviewed by our Nominations Committee which judges relevant skills and capability, endorsed by the Trustees and finally voted by Council to become Vice Presidents of the BCS. None of this has changed, although some pushed to change to a process which would put popularity before capability.

For any board to function effectively, the members of the board have to be competent to work in the area of the board. Many boards need a complex mix of skills and knowledge to function properly. Some of those calling for an EGM have always resisted any attempt to seek relevant competency for elected members, and whilst this situation persists, the Chairs of these boards have no option but to co-opt people on to their boards with the required skills and knowledge

LK’s Response
The operation in practice of Nominations Committee can potentially allow the Trustee Board to manipulate the selection of candidates before Council is given the opportunity to make a selection.

Occasionally no choice has even been possible as only one candidate has been presented, for example when Alan Pollard was nominated for Deputy President.

Although not as overtly stated, this is just another example of the back-office view that ‘elected’ members have no skills or experience and therefore ‘the right people’ have to be ‘selected’.

16) There appears to be a desire to have BCS staff members on Boards and Committees with full entitlement to vote.

BCS Response
BCS is fortunate to be financially strong enough to employ around 300 permanent staff, some in administrative roles but many leading experts in IT and related qualifications and services. Our activities are a joint activity between staff and volunteers and it is right that all expert members of a Board or Committee should have a say in decisions.

If BCS staff members are required to be a member of a Board or Committee, rather than for example support the board in taking minutes etc., then they have to have the same voting rights and responsibilities as anyone else on the board or committee. We do not subscribe to the view that the members are the masters and staff our servants. In the 21st century, this is about team work of the highest quality.

LK’s Response
How ‘many’ of the permanent staff are ‘leading experts in IT’? Other charitable members’ associations employ more experts in their areas to support members’ professionalism and promote the public benefit.

It is not a question of master and servant relationship. No one has suggested that. It is more like a civil service relationship, and civil servants do not set agendas or oversee the work of MPs who are responsible to the electorate.

17) There has been poor communication of the Transformation impacts and changes to the general membership, member groups and Council.

BCS Response
ITNow in March, which began production in February, carried an extensive update on transformation impact, as did the agenda for the February Trustee Board. Launching in September, no impact can be sensibly evaluated in less than three months and remember this is a 10 year strategy for the future health of the organisation, so there will be impacts that will not truly show and be measurable for some time to come. Council members have received information from the initial analysis of the impact of the transformation as part of the regular detailed reports they receive from our CEO.

LK’s Response
There has been some ‘reporting of change’ after the event, with little to no consultation and justification. The BCS management seems to be confusing reporting, with consultation and decision making. There appears to have been no “Impact Analysis” undertaken as well as no “Expectation Management”.

The CEO and Trustees agreed and decided that everybody else must conform.

18) There has been poor communications between the Trustee Board and the rest of the BCS.

BCS Response
If some people don’t understand enough about the changes to BCS, the mission, vision and strategic direction, then no matter how much we feel we have communicated to the membership so far, there is clearly more we need to do. We will take this on board, but it didn’t need a call for an EGM with a £100,000 price tag to make this point.

LK’s Response
As noted earlier, all the approaches made by individual, committee and groups have made no difference, as there is no attempt or desire to listen to what the members have to say.
Accordingly there was no alternative but for members to call an EGM.

19) No information has been provided to the membership of the charitable performance of the BCS i.e. there is no information available as to the percentage of income used to fulfil the charitable aims. Whilst this must be of a level necessary to satisfy the Charity Commission, it is not available to members

BCS Response
Please read the Annual Report and Annual General Meeting statistics. All our income, whether from membership subscriptions (£4.5m) or from products and services (£19m) goes to fund our charitable objectives – we do nothing else.

LK’s Response
This is really hard to believe and if correct is fantastic.

One of the most successful charities in the country which reports that it uses 90% of its income to satisfy its charitable objectives still needs 10% to cover administration.

This needs to be published more widely.

20) In conclusion we can only assume that Trustees are diminishing the role of the membership in the Society.

BCS Response
We believe that based on the above evidence and all of the facts, this conclusion is totally wrong. The statement is without question completely wrong.

LK’s Response
I and many others believe the above suggests to the contrary.