Proposed Changes to the IFE Articles of Association Could Reduce Board Representation and Accountability

Yesterday, I raised concerns about the manner in which The Institution of Fire Engineers has conducted its governance review, which led to the introduction of a special resolution to amend and replace the Articles of Association (see https://www.ife.org.uk/write/MediaUploads/Events/IFEArticlesofAssociationOct23SpecialResolution-CLEANINFULLv110923-signed.pdf).

As a membership-based charitable organization, the Institution exists to enable and support its members' efforts to promote fire safety. As such, members have a vested interest in how IFE governs itself and engages stakeholders in its efforts to fulfill its mission to achieve a fire safe future.

Failing to consult or involve more members in elements of the governance review, providing little advance notice of significant amendments to the Institution's principal governing document, and deciding the question at a meeting bound to be attended by just a tiny fraction of the global membership does not bode well for efforts to engage and empower members to fulfill their professional responsibilities.

To be fair, many of the proposed changes to the Articles are of little consequence to most members and could be considered essentially editorial. One change enabling the board to convene meetings in a manner that enables remote (virtual) attendance and electronic voting arguably expands opportunities for future member engagement and participation.

However, I see five proposed changes that may give some members pause if not cause for concern. I will cover two of these today and the rest tomorrow.

Article 17 reduces the number of board members from 12 to 10 and changes the means by which the some of board members are elected. It also increases the number of directors who may be co-opted, rather than elected by the members.

Currently, the board consists of up to 12 members, including the International President, two directors elected by the International General Assembly (IGA), and one director elected by the Engineering Council Division (ECD). Up to two of the 12 directors may be co-opted rather than elected. Under these changes, only six directors will be elected and up to four may be co-opted.

Clearly, this proposal reduces opportunities for member engagement in direct governance of the Institution. Co-opted board members need not be members of the Institution.

It also changes the manner of election. The IGA and the ECD will no longer have the opportunity to elect board members directly. If the proposal is adopted, all members will vote for the six elected board members who will in turn have the authority to co-opt and appoint four more board members.

Now, this may seem to be a mixed blessing: all directors directly elected by members at-large and none selected by limited constituencies like the IGA and ECD. But it bears appreciating why the last substantive change in the Articles established election of board members in this particular manner.

When the last major change in the Articles occurred more than 20 years ago, the International Council, which consisted of members from every branch, was abolished as IFE's principal governing authority. In its place, the new Articles created a smaller board and the International General Assembly. The IGA was created to ensure members and branches, especially those overseas, still had a role in the Institution's governance, even if it was limited to advising the board on matters of importance to members.

To help ensure the IGA was more than just a "talking shop," the Articles gave the board the authority to establish the IGA and in turn the power to elect two board members. This had two advantages. First, it ensured the IGA and service as a branch officer became a leadership development opportunity that exposed members to the workings of the board and executive as well as a path to board membership. This might otherwise be difficult to achieve with a voting membership dominated by UK members. The second advantage, then, followed more or less directly from this and made it more likely the IGA would promote if not ensure the election of international members to the board. This also made it more likely the board would include ethnic, racial, and gender diversity in an organization historically dominated by men, especially men based in the UK.

The ECD-elected board member ensured, when the number of Engineering Council registrants was still quite small (it's still not that big as a proportion of all members), that the Institution could always fulfill the requirements of Engineering Council accreditation by having a registrant on the board. It's worth remembering that Engineering Council registration was not always seen as a credential worth pursuing, and there is still a pretty demonstrable divide between registered members and members with a fire service background. (It should come as a surprise to no one that these two groups have often had very different views about what the IFE stands for and how it should address challenges.)

To summarize, the proposed changes reduce the number of directors in total, change the manner of election for some directors, and increase the number of co-opted directors, who need not be members of the Institution and instead are appointed by the board. This should concern members who want to ensure board accountability and board diversity.

The second change I'll address today has to do with the IGA and appears in Article 25. At present, the Articles give the board the authority to establish an International General Assembly, which it exercised soon after the current Articles were adopted. The proposed changes now give the board the added and exclusive authority to dissolve the IGA, to eliminate it entirely.

As a former member and leader of the IGA, I can tell you the idea of abolishing the IGA is not new. Neither is an alternative idea that, if not dissolved, its organization and operation should be revised, reformed, or amended, perhaps radically.

It will seem logical to many that the same Articles that gave the board the authority the establish the IGA should also give it the power to reverse itself. That is not necessarily an unreasonable assumption, but it's just that — an assumption. The current Articles made that a one-way street. This change may look like it creates a two-way street. But that may not be the best way of interpreting things.

The proposed change also gives the board the express authority to implement any other changes in the form or function of the IGA or any replacement for it the directors deem appropriate. It establishes no responsibility for them to consult the members or maintain or expand representation.

Based on my interactions with the International General Assembly and elected representatives who serve on it, I feel pretty confident saying this change will strike most of them as an imminent assault on that body and an all-but-certain signal their days as a constituent assembly are numbered. I can't say that is guaranteed, but I would not be surprised with any possible outcome opened up by these changes.

As the other proposed changes I will address in my next post will make clear, the flavor of the proposed changes, at least as I see them, concentrate more power in fewer people and make them less accountable to members. This may have several adverse impacts on the Institution and its members, chief among them is reduced opportunities for inclusion of all grades, international members, people of color, women, and members from every segment of our industry, not just current and former fire service officers and Engineering Council registrants, in the Institution's governance.

If we want to grow the Institution and expand its influence, we need to create more opportunities for members to participate and ensure they retain effective means of holding one another accountable.

As I said yesterday, it’s not just the changes themselves but the manner in which they have been introduced and advanced to a vote that troubles me. Even if I supported all the changes, I consider it unwise, even inappropriate, for a membership organization to undertake such significant changes in its governance without a more robust membership engagement process. Consequently, I am calling on members to take action to ensure their voices are heard on this question.

That requires members to vote by proxy (see https://www.ife.org.uk/write/MediaUploads/Events/VotingFormv110923.docx). I will cover the process for doing this in my last post on this topic. In the meantime, please don't tale my word for any of this. Read the proposal for yourself at https://www.ife.org.uk/write/MediaUploads/Events/IFEArticlesofAssociationOct23SpecialResolution-CLEANINFULLv110923-signed.pdf.