An Extraordinary General Meeting of the CIBSE was held at The Royal Society, 6-9 Carlton House Terrace, London, SW1Y 5AG, on 8 May 2018. Peter Y Wong, President, chaired the meeting. Chief executive Stephen Matthews read the notice convening the meeting.
Special resolution – Changes to the by-laws and regulations
Peter Y Wong informed members that the changes to the by-laws and regulations had been presented as a single resolution, as they were interdependent.
Deputy chief executive Stuart Brown introduced the resolution, explaining the background to the board’s proposals to amend the by-laws and regulations of the Institution.
The proposals were intended to modify the arrangements for the election and appointment of Institution officers and board members. The intention was to achieve a better balance between the right of members to stand for election and the need to ensure the effectiveness, stability and continuity of the board as the governing body of a significant charity, and to allow an improvement to the timescales involved in the nomination and election process.
The detailed changes proposed to the bylaws and regulations were set out in the calling notice for the meeting, and the key changes that would be effected were:
- All candidates for officer and board member positions would be considered by the nominations panel; the panel would invite suggestions from the membership at large, and would give consideration to all candidates suggested.
- Candidates for president-elect and for board members would be nominated by the board, having considered the advice of the nominations panel. Any candidates considered by the panel but not nominated by the board would have the option to go forward for election, subject to obtaining nominations from 10 corporate members, with a ballot held in the event that there were more candidates than vacancies.
- The three vice-presidents and the honorary treasurer would be appointed by the board, having considered the advice of the nominations panel, rather than being elected. The nominations panel would seek to recommend candidates who had previously been officers or members of the board, where possible.
- There would be no subsequent opportunity for candidates to be nominated that had not been considered through the nominations panel process.
- Fellows who have served as honorary treasurer would be eligible for nomination as president-elect, in addition to those who had served as vice-president.
- The honorary treasurer could be a non-member of the Institution, should a candidate be available whom the board considered suitably qualified for the role.
- In the event of a ballot, all candidates will be invited to submit a profile, in a format agreed by the board, for circulation to the voting membership. Widespread canvassing by candidates or others on their behalf would not be permitted.
Peter Y Wong emphasised the importance of ensuring that CIBSE continued to have an effective board; its members were the trustees of the charity, and carried responsibility for ensuring that the Institution acted in accordance with its charitable objectives in the public interest. The proposals were intended to ensure that the Institution at all times had a strong and experienced board, while allowing opportunities for members to come forward and have the opportunity to be elected to board positions. He also confirmed the proposals had been subject to consultation with council, the Institution’s key consultative body, which included representatives of all sections of the Institution.
Clarification was requested of the composition of the nominations panel and the meeting was informed that the board had reduced the number of current board members automatically serving on the nominations panel to two. The panel currently comprised nine members, including: the immediate past president; the President; the most recent past president no longer serving on the board; three senior members; and three members of council. It was also clarified that while the board was required to consider the advice of the nominations panel, the final decision on candidates nominated by the board would remain with the board as the governing body of the Institution.
Clarification was requested of the term ‘corporate member’. It was explained that corporate members hold the grade of Fellow, Member, Associate or Licentiate.
Regarding timelines, it was explained that the nominations panel met during the summer of each year to consider candidates, with its recommendations normally being considered by the board in September.
Under the proposed new system, it was hoped that nominations and appointments could be published following the September board meeting, with any ballot required being held during the autumn.
Some delay to this process was, however, likely in the current year, because of the timing of the EGM and the need to await Privy Council approval for by-law changes.
Peter Y Wong moved the adoption of the special resolution, which was seconded by Paddy Conaghan. A vote was taken by a show of hands, with 31 members in favour and none against.
The meeting was informed that 86 proxy votes had been received, of which 82 had been cast in favour of the motion, with four against.
The resolution was therefore carried with a total of 113 votes in favour, four against and no abstentions.