itSMF International secret rules revealed

Where directors are the elected representatives of paying members, those directors ought not to be setting their own rules and policy without the consultation of members. In the interests of assisting the itSMF International on its road to transparency, here is the itSMFI Memorandum of Association [838kB pdf]. There are several points of note that I hope may get discussed at the upcoming itSMFI AGM.

Good stuff is getting buried in comments on this blog again. I asked about:

• the Articles of Association
• Bylaws
• Operating Philosophy

Keith Aldis said:

The Memorandum & Articles of Association (Mems & Arts) are public domain documents so that's not a problem - anyone can get them from the UK's Companies House anyhow (usually for a small fee)... [We have saved you that fee by publishing them here]

The Operating Philosophy (Philops) for itSMFI (now called the "Rules") will need to be cleared with the Board for release outside of the Chapters as well as being updated to incorporate recent and older ratified updates. They are itSMFI documents and not public domain. Chapters will have them, but i'll see what I can do.

There is no "official" document entitled Bylaws although there are drafts of such bylaws for itSMFI, but I cannot release these as they remain draft and subject to approval by the Board and ratification at the AGM assuming they are raised for discussion at the meeting.

The details of where these docs reside and why they are not public are interesting, but my real point is of course that there exist three different versions of the rules by which the itSMF International Board play. One version is "public" in the same sense that the demolition plan for Arthur Dent's house was public. The other two are secret. The very fact that there are three sets of rules would not be known by 98% of members until revealed here.

This is perfectly legal (I think) but it is up the the members of any organisation to decide whether it is acceptable. Where the directors of a company are also the owners, they are entitled to play a closed hand. Where the directors are the elected representatives of paying members whose interests they represent, those directors ought to be maintaining high levels of transparency. They also ought not to be setting their own rules and policy without the consultation of those members.

Since the Memorandum is the only published document one assumes these are the "official" rules.

I noted the following points:

1. The first objective 3.1.1 is to provide a forum for members. Compare that with the currently published objectives (which appear to have recently changed).
2. 3.1.3 says itSMFI shall be "an independent body". Anyone watching the ITIL Refresh Roadshow would question that independence: at times itSMFI looks very much like OGC's unpaid un-contracted marketing arm. Don't get me wrong: to be so is within the terms of these rules (see 3.2.1 etc). Whether it is within the spirit of "an independent body" is for members to decide.
3. Clause 38: The Board are not required to retire by rotation {wonderful mental image}. This means my latest Skeptical Informer may be wrong and some members of the Board may well be running for election again. The existence of three different sets of rules makes it anyone's guess.
4. Clause 57 pretty clearly says to me that the statement of accounts should be published to members.
5. This is just a pedantic point, but since they have used a UK set of rules, the Board can meet without any non-British member of the Board being present simply by using Clause 41, and the Board has in fact exceeded their constitutional obligations under clause 60 re notice of the AGM as they are only required to tell those members with an address in the UK.

Anyone else with comments/feedback?

The monthly newsletter of the IT Skeptic: all the news on ITIL, CMDB and other IT topics that is fit to print... and then some!
Subscribe here. Privacy respected. No registration required.