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Special General Meeting 31st July 2018

The Special General Meeting, 31st July 2018

The Notice to Members announcing an SGM was issued on 6th July 2018 (copy below). 

The SGM had been called by over 120 Members, over twice the required minimum of 60 signatures required.  The date was set for 31st July 2018.  The signatories came from across the grades of ICE Membership, from Members in the UK and as far afield as North America, Africa, the Indian sub-continent and Europe.  Not all of them were able to attend the SGM.

The SGM was held in the Great Hall and attended by ~220 Members.  The proceedings were recorded (a web link to a recording of the debate to follow).  Only those attending were allowed to vote – there were no proxy votes.  Some of the comments in favour of the 3 Resolutions are presented below.

All 3 Resolutions were passed by significant majorities.  (The detailed wording of the Resolutions is contained in the SGM Notice available below)

Resolution 1 - On a failure by the ICE to consult the Membership;                             Votes For 140, Against 75

Resolution 2 - Calling for proper consultation and debate on ICE Governance;       Votes For 129, Against 87

Resolution 3 – For new Governance proposals to be put to a Membership ballot;   Votes For 129, Against 88


Following the SGM, Council met on 4th September and announced that the ICE would hold a Governance Review.  

It will be undertaken through a Presidential Commission.  Further details are expected shortly.

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Bob McGowan's picture
Bob McGowan
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SGM Contribution in favour

Bob McGowan


Contribution at SGM in Favour of Proposals


I am delighted to say I find common ground in the Great Hall tonight.


I believe we are all here because we care passionately about our Institution.


I just wish that some real evidence, from experience, had been presented to explain why our long standing governance procedures need such drastic amendment.


Perhaps, if some of our 11 Past Presidents, who put their name to the Institution orchestrated letter in NCE in July, had instead written a personal letter to tell us from their own experience, of ANY occasion when governance by our elected Council proved to be contrary to the Institution's best interests.......


That might have helped.


Perhaps they had no time ?


Their letter says : “ We have not had any more involvement in the development of these proposals than other ICE members “.


I think this is regrettable. Eleven Presidential years of governance experience not used !


Fortunately we have 2 Past Presidents who are not content with no consultation or discussion. I am grateful to them for this SGM. Thank you Paul & Jean.


I do know however that elected governing assemblies can be inconvenient sometimes.......

and may not always be as agile as some would like.


I also know that the ultimate form of 100% agile government is, of course, Dictatorship.


But I do not believe that the occasional inconvenience of elected governance should be sacrificed for more agility.


If our elected Council is reduced to advisory duties only........


then do we simply ask each President to make every decision during his year in office ?


Or perhaps we are there already ?


I shall vote FOR the Resolutions

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Richard Bayfield's picture
Richard Bayfield
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SGM Comment

Sent: 09 July 2018 11:28
Subject: ICE Governance

Dear President and members of Council.


I learned just over a month ago about significant changes being proposed to the governance of the Institution of Civil Engineers. The proposed changes require a ballot of all members for approval. The ballot on this matter concludes on the 10th July. I see that on the 31st July we have a special ICE meeting to discuss the matter. Such a position is a nonsense for a heavyweight Institution that carries significant academic and political influence. We are an Institution that has hitherto set high standards in ethical behaviour. We draft engineering contracts, which require expertise in both engineering and the law. Despite our ethical standards and our legal skills, we currently seem to have missed the point that debate comes before voting, not the other way around.

It is relevant to recall the famous words of “Lord Hewart: it is "of fundamental importance that justice should not only be done, but should manifestly and undoubtedly be seen to be done." (Rex v. Sussex Justices, Ex parte McCarthy [1924] K.B. 256, 259). The parallel is clear, if we organise a democratic process then it should be clearly seen to be democratic.

Moreover I fail to see how any vote, before a debate, can meet any institutional standards of democracy or governance. It is indeed somewhat ironic that the vote itself is about governance.

It would be better for the credibility of the Institution of Civil Engineers to cancel the current vote forthwith and for healthy debate to commence at the meeting on the 31st July and thereafter.

Yours sincerely

Richard Bayfield 

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daveclimie's picture
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My contribution to the SGM

I have added my speaking notes used at the ICE SGM, speaking in favour of the three resolutions proposed. 

Key Points made at ICE SGM 31 July 2018

  • First time that I have attended a meeting at Great George St since received Fellowship in 2001. Demonstration of how important I believe that this issue is.
  • Robust governance and risk management are fundamental to everything that professional engineers do in their daily lives.
  • Consultation and communication are also vitally important and I am pleased to see that ICE and NCE have placed increasing importance on these so that we can make the case for, and move forward quickly with, the vital infrastructure improvements that this country so desperately needs.
  • I have just completed a seven and a half year assignment as Project Director on the Forth Replacement Crossing Project for the Scottish Government. The project, which includes the Queensferry Crossing, has been universally acclaimed as a huge success in terms of all these critical factors.
  • It is therefore hugely disappointing to me that the Institution of which I am proud to be a Fellow does not seem to take these factors into account in the current revised governance proposals.
  • In particular I would like to focus on the message issued by the President and Senior Vice President on 18th June – midway through the ballot process. It placed great emphasis on our so called “non-compliance” with the Charity Governance Code published last year and specifically that “To remain non-compliant with current guidance and recommended best practice represents a significant risk for ICE, its trustees (current Council members) and our membership.”
  • This sounded quite alarming as no Professional Engineer would wish to be deemed “non-compliant” or be taking “significant risks” in their business life. Therefore why not go ahead and vote YES to the proposals.
  • However I decided to delve a little deeper and read the Charity Governance Code. Fortunately it is a short document  –

It is not a legal or regulatory requirement. It sets the principles and recommended practice for good governance and is deliberately aspirational:

It goes on to provide the following guidance “A board of at least five but no more than twelve trustees is typically considered good practice.”

  • In the message from the President and Senior Vice President this is identified as “
    One of the areas in which we are currently not compliant with guidance is the appropriate size of our Trustee Board - currently made up of the 44 people who are the members of Council.

    The recommendation therefore is that we create a smaller, compliant and more agile Trustee Board of 12 people, which would fulfil the individual and collective role of a trustee as defined by the governance guidance. 

Where I (and I am sure many others) have questions on this are as follows -

What risks were identified in continuing with the 44 member Council?

How are these risks eliminated or mitigated by the current 12 member Trustee Board proposal?

What other options, if any were considered?

What other areas of non-compliance were identified?

What are the “significant risks” of being non-complaint with a document which is not a legal or regulatory requirement?

I then continued to read the document and found Section 7 on Openness and Accountability particularly enlightening and worrisome.


The board leads the organisation in being transparent and accountable. The charity is open in its work, unless there is good reason for it not to be.


Making accountability real, through genuine and open two-way communication that celebrates successes and demonstrates willingness to learn from mistakes, helps to build this trust and confidence and earn legitimacy.

Guidance is then provided for -

Communicating and consulting effectively with stakeholders

Which includes -

  1. The board makes sure there is suitable consultation with stakeholders about significant changes to the charity’s services or policies.

It strikes me that if there any significant “non-compliances” with the Governance Code it is not the size of the Board that should be considered but the whole Openness and Accountability Section which I have just outlined.

The resolutions proposed at this Special General Meeting deal specifically with these concerns and so I urge you to support them.

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The SGM - you heard it here first! The Audio!

At the SGM the ICE President said that the Proceedings were being recorded.  ICE has not released its recording...

But a recording is available here...!

Apologies if there are any recording quality issues... 

The consensus was that the Membership who turned up in the Great Hall were moved!

Judge for yourself...!!!



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