Counsellors Together UK lodge official complaint against BACP for not consulting members about changing the resolution and AGM voting process.
In July 2018 the British Association for Counselling and Psychotherapy (BACP) sent an email to their members informing them that the AGM member resolution process had changed.
In 2017 the process meant that any member who wished to submit a resolution had to propose it and find a seconder. These two people then had to secure support from 25 other members and submit all signatures, along with the resolution to BACP. In 2017 Counsellors Together UK supported the resolution to end advertising within the BACP monthly publication ‘Therapy Today’ for qualified volunteer counsellors and was successful. Read here.
In July 2018 members were told that to submit a resolution we now had to have a proposer and a seconder only. The next step was to gain members support of the resolution via a voting system before it could be taken to the voting stage at the AGM. BACP now told us that to gain enough support the proposed resolution now had to gain 5% of total membership votes. This meant that the resolutions now needed to get 2383 votes to move to the AGM voting stage. That’s 2358 more votes than what was required last year!
However, not being deterred by this news, this year two members of Counsellors Together UK submitted a resolution entitled ‘Accreditation’ which you can read more about here. This was accepted by BACP.
Voting then opened on 17th September 2018 and closed on 12th October 2018. However, during the voting process BACP openly told members not to vote in support of this resolution. On the BACP website where members could click to support the resolution BACP put a note directly below it telling members not to vote to support it. After voting closed we found out that the resolution had failed as it only gained 1451 votes.
Tara Shennan, who seconded the resolution, requested that BACP told us how many individual members had voted this year and we found our that the total number of individual members who voted was 1520. This meant that this resolution secured more than 90% of votes cast and only 69 people who voted did not vote to support it. This means that 5% of the total membership didn’t turn out to vote and so no resolution could have moved to the next stage. We also found out that in no previous year of voting has any vote ever reached 5% of total member votes, which BACP are aware of.
Last year we also received the highest number of votes which came in at 970, which is well below the 5% they asked for this year (see table below taken from BACP website).
During this years process we also noticed that members were not encouraged to vote. Firstly the email to vote was sent directly from Andrew Reeves the Chair of BACP. The email wasn’t from BACP so people didn’t look out for it and it also went into other members junk mail. Some other members also didn’t receive any email at all and were forced to ring BACP and ask for their emails to be sent to them. At no other point did BACP email members and ask them to vote. The voting system was then closed a day early and several of the final hours (approx 10-12) of voting were lost . However, BACP did extend the voting over the weekend but many people didn’t know this and so didn’t vote.
After this hectic and rather stressful time we began to think more about how unfair this new voting process had felt and also questioned how and why it had been brought in. This lead us to question if the changes had been made fairly and in accordance with the governance documents of BACP. As we chatted about this significant change we questioned why members were not consulted or made aware of it before it was allowed to happen. This then made us realise that we don’t believe that BACP made this change fairly or in accordance with their own governance documents. In order to get some answers and to stand up for our rights as members we decided to file the following official complaint to BACP
Dear Board of Governors
We wish to raise a formal complaint with regards to the resolution and voting process which has changed as of August 2018.
As you are aware BACP have changed the voting and resolution process from what it was in August 2017.
To have enabled BACP to make this drastic change we have noticed that the entire section (section 7) of the Governance Standing Orders has been changed, and furthermore this change happened without consulting with members.
In the governance Articles of Association section we quote the following as taken from the BACP website October 2018, ‘Standing Orders. 64.1 The Board of Governors may from time to time make such standing orders as it may deem necessary or convenient for the proper conduct and management of the Association and for the purposes of prescribing classes and conditions of membership. 64.2 These standing orders must not be inconsistent with the Articles or such that they would otherwise need to be made by a special resolution. No standing order may be made which invalidates any prior act of the Board of the Governors which would otherwise have been valid.’
We therefore believe that under 64.2 BACP would have needed to have held a special resolution with members before the entire Standing Order 7 and the voting/resolution process was changed. We would also expect something as important as the resolutions and voting process to be covered in the governance Articles and not just the Standing Orders to ensure members’ rights are protected.
The change in the voting process required more members to vote to support the resolution this year than any amount of members have ever voted in the past. We know that BACP made the change with having this knowledge and therefore knew that the resolution we submitted would never get the required amount of votes to move to the next stage of voting. We are also concerned about your attempt to stop members from voting for the resolution by openly telling them not to vote for it.
We would like to believe that the changes made to the resolution and voting process without a special resolution to members to agree to the change is simply a consequence of incompetence and/or lack of knowledge.
Based on this we request that before the next AGM in November 2018 you revert back to the old voting process and uphold all votes as already cast in favour of our resolution ‘Accreditation’ and open up the voting process again for this resolution with effect from 1st November 2018 until voting closes on 16th November 2018, any lost days of voting due to a delay in this we would expect to be extended. To be clear, we gained over 90% of all votes gained during the first stage of the process and expect this to be carried forward under the old voting process, as we believe the new voting process has not been lawfully implemented.
We would like to add that we have sought advice from ICSA: The Governance Institute, who has informed us that, “if this went to court, I rather think that the courts would condemn what seems to have happened but it would be extremely difficult to prove and also hugely expensive. So other remedies should be sought. The fundamental thinking behind voting procedures under company law is that all members should easily be able to vote/appoint proxies, no members should be wilfully excluded from voting, and that the process should be transparent – it is a basic tenet of democracy.”
We believe that any changes to a democratic process within BACP should have been voted for by its members, the changes you made without consultation or via a special resolution with your members have meant that the change within BACP was not transparent. We also believe by telling members not to vote for this resolution that you have indirectly tried to exclude members from voting. Although we have been told that this would be extremely difficult to prove and hugely expensive, if this matter is not resolved in the best interest of your members, before the 2018 AGM, then we would seek further advice.
We hope this can be resolved quickly and respectfully.
END OF COMPLAINT
In response to this complaint we received an email from BACP on Wed 7th Nov asking us to attend a meeting with them to discuss the complaint.
On Thursday 8th November 2018 we then received an email from Andrew Reeves the Chair of BACP asking us to vote again for this years AGM. We took it from this email that BACP has no intent to uphold our complaint and are simply wasting time before the 2018 AGM by asking us to meet with them.
After much thought we wrote back to BACP the following letter which was sent on Sunday 11th November 2018.
Dear (recipients name)
Thank you for your email and for the opportunity to meet to discuss our complaint.
At this stage in the process we are declining your invitation to meet. This decision is based on the fact that we are yet to receive an official response to the complaint in writing. Once we do so then we will be more than happy to meet with you and discuss this further.
Please will you email a written response to our complaint and answer the questions asked and points raised within the complaint?
On Thursday members received an email from the Chair of BACP to remind us to vote for this year’s AGM. Do BACP have no intent to uphold our complaint?
If not please can you provide your reasons for this?
As no explanation has been given and no action has been taken to rectify your error so far it can only be viewed as obstructive to our resolution.
Also, in addition to the complaint please can you tell us:
1. The steps you took to make the changes to resolution/voting process?
2. How the decision was made to do so and how the process evolved?
3. Why did this process change?
4. Why were BACP not transparent with members about the changes?
5. Why did BACP give no notice to members about the changes?
6. Why did BACP not consult members beforehand about the changes?
7. What are you going to do to rectify this for this years AGM and the resolution ‘Accreditation’?
Please will you look again at our complaint?
We intend to take further advice from the Institute of Governance and the Charities Commission regarding this matter, as well as sharing with our group CTUK and in the public domain the contents of our complaint and how the process is being managed.
This complaint and request for further action is being submitted by both Tara Shennan and Maria Albertsen, with the support of Counsellors Together UK.
We look forward to your response.
Tara Shennan and Maria Albertsen
END OF LETTER
At this moment in time we are awaiting further response from BACP. We do hope that they look again at our initial complaint and consider how by changing the resolution and voting process from what it was in 2017 to what it is in 2018, without any consultation with its members is wrong in so many ways.
UPDATE – 8th December 2018
On the 12th November 2018 we received a response from the BACP regarding the letter above. In their letter to us the BACP stated that the Board of Governors have the right under Article 64 of he Articles of Association to change the Standing Orders (which resulted in changed to the resolution and voting process) without any consultation with its members whatsoever and as a result they would not be re-opening the voting process or reverting back to the previous voting process. They thanked us for our time and stated that they value our opinions as BaCP members, and would like the opportunity to meet with us to discuss this further. We feel that the BACP are genuine with their response as we would welcome the opportunity to meet with them to discuss their further on behalf of our members. In response we sent BACP the following letter on 8th December 2018.
Dear (insert name),
Thank you for taking the time to respond to our complaint and for clarifying the BACP’s position on this matter.
We understand from your letter dated the 12th November 2018 that the BACP have not broken any company law in how they have made changes to the resolution processes; in that the board of governors can make changes to the standing orders as they deem necessary. However, as members, we feel that when making such significant changes, which have such a great impact on your members, a consultation process with members should be undertaken before you do so. This would not be to have final say on what the board should or shouldn’t do, but to ensure that members have a voice in helping to inform the process.
Members were not told that the resolution and voting process would be changing until July 2018, a month before the process to submit resolutions opened. If members had known about these changes in advance they may have been better prepared to submit a more thorough and considered resolution. So whilst there may not have been a legal requirement to make such changes, we do feel that the board has an ethical and moral duty to do so. The feedback we have received from our members, about these changes, has shown that members find the process daunting and overly complex. We appreciate your intention was not to make the process so intimidating that people would stop making any resolutions or motions. However, this seems to be an indirect consequence and further evidences why a proper consultation process would have been the best way to approach such significant changes.
We take on board your comments about the votes required to put a resolution forward to voting process and that your amended requirements fall within company law. However, this threshold was both impossible to meet and only a step towards a final vote. If the board wish to keep this threshold then more efforts need to be made to increase membership voting engagement. There is a huge difference between 25 votes and over 2000 votes. It wouldn’t be unrealistic for the threshold to be within the average voter engagement percentage and still be a significant enough number that you can have some assurance in what members want.
Regarding the board being able to include a statement telling members how to vote, we don’t believe that the board are naive enough to suppose that the majority of members will read their advice not to vote and then proceed to vote then as they wish. Your statement has an impact on how members choose to vote, otherwise there would be little point in one being added.
We would like to ask that you look at your process as to how you consult with members around making such significant changes which affect their rights.
We sincerely appreciate your full and thorough response to us and we would like to take the opportunity to meet with you. However this may take some organising due to both the time and costs involved with travel from the North East of England. Hopefully we can meet at a convenient time in the new year.
Tara Shennan and Maria Albertsen
END OF LETTER
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