Charity Commission says CTC can be a charity

A place to discuss the issues relating to the proposed change in the national CTC’s structure.
Kevin Mayne
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Joined: 15 Jan 2010, 9:02am

Charity Commission says CTC can be a charity

Postby Kevin Mayne » 16 Mar 2012, 3:39pm

Following a review of CTC’s application to become a charity in England and Wales, the Charity Commission has now accepted that the work of CTC is charitable, but has recommended that we complete a new application reflecting more modern wording of our Objects. Approval of this wording by the 2012 CTC AGM will complete the process in line with members’ previous votes and our existing registration in Scotland, enabling us to merge with CTC Charitable Trust as one membership charity.

Chair of Council David Cox said “I am delighted that the Commission now has a clear understanding what CTC does. They have encouraged us to re-apply and helped us produce a shorter, clearer statement of our Objects which will meet their criteria. The key point for members now is that these revised Objects need to be approved at this year’s AGM by a 75% majority of votes cast so your support will be needed one more time.”


Find out more

http://www.ctc.org.uk/DesktopDefault.aspx?TabID=3337

Regulator
Posts: 523
Joined: 27 Jan 2007, 10:13am

Re: Charity Commission says CTC can be a charity

Postby Regulator » 16 Mar 2012, 4:36pm

Talk about spin (and barefaced effrontery)!

As I understand it, the Charity Commission rejected CTC's appeal. It has however, agreed to work with CTC to completely overhaul the Mem and Arts in order to get them in shape where another application can be made.

However, this will mean substantial changes to the CTC's relationship with its membership and member groups, and that's going to be a hard sell for the new Chief executive - given the complete lack of clarity and candour from Council and National Office on the matter so far.

Also, and this is very important, it is too late to put the changes of the Mem and Arts to the 2012 AGM as the deadline for motions has been and gone, and the CC's decision was not notified to CTC until after that deadline. Or are Council going to fudge that?

Kevin Mayne
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Joined: 15 Jan 2010, 9:02am

Re: Charity Commission says CTC can be a charity

Postby Kevin Mayne » 16 Mar 2012, 5:04pm

Motions from members have a deadline, not from the Council, the papers will be out on time.

Nothing else has changed - the proposal to the AGM recommended by the Commission will suggest that the Articles and the Powers have just be re-ordered to separate them.

Regulator
Posts: 523
Joined: 27 Jan 2007, 10:13am

Re: Charity Commission says CTC can be a charity

Postby Regulator » 16 Mar 2012, 5:47pm

Kevin Mayne wrote:Motions from members have a deadline, not from the Council, the papers will be out on time.


Since when?

Nothing else has changed - the proposal to the AGM recommended by the Commission will suggest that the Articles and the Powers have just be re-ordered to separate them.



For some reason I don't believe you...

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gaz
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Re: Charity Commission says CTC can be a charity

Postby gaz » 16 Mar 2012, 6:00pm

Regulator wrote:
Kevin Mayne wrote:Motions from members have a deadline, not from the Council, the papers will be out on time.


Since when?


Our current Mem & Arts
9.4 Any motion for inclusion in the Agenda for a General Meeting shall be proposed by one Member and seconded by another Member;


I am not prepared to accept that some members are more equal than others when it comes to the deadline for proposing motions, unless it can be demonstrated to me elsewhere in the Mem & Arts.
2020 : To redundancy ... and beyond!

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Philip Benstead
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Re: Charity Commission says CTC can be a charity

Postby Philip Benstead » 18 Mar 2012, 5:08pm

The AGM papers are on the website and the links are in Cycle Clips. 
 

This should be the link  

http://www.ctc.org.uk/DesktopDefault.aspx?TabID=3337 

The AGM papers will also be in the next issue of Cycle
Philip Benstead | CTC London and FORMER CTC Councillor SE
| 0794-980-1698 | philipbenstead1@gmail.com |
Organizing events and representing cyclist in southeast since 1988
Cycle Ride? http://www.meetup.com/socialcycling4u/
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Kevin Mayne
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Joined: 15 Jan 2010, 9:02am

Re: Charity Commission says CTC can be a charity

Postby Kevin Mayne » 19 Mar 2012, 11:21am

Hello Gaz

The requirement in company law is that the papers have to be out 21 days before a meeting. It is then down to a company's internal documents to decide any further detail.

So CTC's Standing orders for general meetings say:

The Agenda shall be printed in full in the issue of the Club Magazine due for publication not less than 21 days before the meeting.


There is then a special condition for AGM's only:

d) Notice of motion from Members for the agenda for the Annual General Meeting shall be delivered to the Registered office of the Club not later than 1st February preceding the meeting. This shall not however prevent motions being submitted on behalf of the Council to the Agenda Committee at a later date.


These have beeen in place since well before I was at CTC.

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gaz
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Re: Charity Commission says CTC can be a charity

Postby gaz » 19 Mar 2012, 6:58pm

Hello Kevin

gaz wrote:I am not prepared to accept that some members are more equal than others when it comes to the deadline for proposing motions, unless it can be demonstrated to me elsewhere in the Mem & Arts.


Kevin Mayne wrote:There is then a special condition for AGM's only:

d) Notice of motion from Members for the agenda for the Annual General Meeting shall be delivered to the Registered office of the Club not later than 1st February preceding the meeting. This shall not however prevent motions being submitted on behalf of the Council to the Agenda Committee at a later date.


These have beeen in place since well before I was at CTC.


You have demonstrated to my satisfaction that some members are more equal than others when it comes to the deadline for proposing motions.

Thank you.
2020 : To redundancy ... and beyond!

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Philip Benstead
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Re: Charity Commission says CTC can be a charity

Postby Philip Benstead » 19 Mar 2012, 11:03pm

This will be the new MEMORANDUM OF ASSOCIATION of the CTC, THE SECTION UNDERLINE WILL BE BE DELETED

MEMORANDUM OF ASSOCIATION

OF THE CYCLISTS’ TOURING CLUB

As amended by the AGM on 14 May 2011

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Club in pursuance of this Memorandum of Association.

1. W.B. TANNER, 110 Cannon Street, London, Solicitor.

2. A.R. SAVILE, Royal Military College, Farnborough, Lieut.-Colonel in the Army.

3. GODEFROI DREW INGALL, 3 Woodville Gardens, Ealing, London, W., Middlesex, Merchant in Stocks and Shares.

4. J.H.S. CRAIGIE, 18 Queen Anne’s Gate, S.W., Major, Hd.Lt.Infty.

5. ROBT. ED. PHILLIPS, 70 Chancery Lane, W.C., Consulting Engineer.

6. FRANK POWELL, Hillbank, Redhill, Surrey, Bachelor of Medicine.

7. H. CROYDON ROBERTS, Boyne House, Notting Hill, Middlesex, Surveyor.

Dated the 28th day of September, 1887.

Witness to the above signatures.

WILLIAM BROWN, 121 Hungerford Road, London. N., Shorthand Clerk.

2
ARTICLES OF ASSOCIATION

OF THE CYCLISTS’ TOURING CLUB

As amended by the AGM on 14 May 2011

The name of the Club is the “CYCLISTS’ TOURING CLUB”.

1 PRELIMINARY
1.1 ..In these Articles unless there be something in the subject or context inconsistent therewith:

1.1.1 “The Companies Act” means the Companies Act 2006.

1.1.2 “charitable” means charitable in accordance with the law of England and Wales provided that it will not include any purpose which is not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and part 1 of the Charities Act (Northern Ireland) 2008. For the avoidance of doubt, the system of law governing the constitution of the charity is the law of England and Wales.

1.1.3 ‘the Charities Act’ means the Charities Act 1993 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Charities Act 2006 for the time being in force;

1.1.4 ‘charity trustee’ has the meaning prescribed by section 97(1) of the Charities Act;

1.1.5 ‘clear day’ means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

1.1.6 “the Club” means the company governed by the Articles;

1.1.7 “the Club Magazine” means the official publication of the Club to which all Members are entitled;

1.1.8 “the Commission” means the Charity Commission for England and Wales;

1.1.9 “connected person” means any spouse, civil partner, partner, parent, child (including a stepchild or illegitimate child), brother, sister, grandparent or grandchild of a Councillor, any firm of which a Councillor is a Member or employee, and any company of which a Councillor is a director, employee or shareholder having a beneficial interest in more than 1 per cent of the share capital;

1.1.10 “Council” and “Council of Management” mean the directors of the Club who are also its charity trustees and ‘Councillor’ means an individual director;

1.1.11 “Cycling” includes bicycling, tricycling or the use of any similar vehicle;

1.1.12 “financial year” means the Club’s financial year;

1.1.13 “firm” includes a limited liability partnership;

1.1.14 “indemnity insurance” means insurance against personal liability incurred by any Councillor for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Councillor concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty;

1.1.15 “material benefit” means a benefit which may not be financial but has a monetary value;

1.1.16 “Member” means member of the Club;

1.1.17 “the Seal” means the Common Seal of the Club;

1.1.18 “taxable trading” means carrying on a trade or business in such manner or on such a scale that some or all of the profits are subject to corporation tax;

1.1.19 “the United Kingdom” means Great Britain and Northern Ireland;

1.2 Any reference to an Officer or Official of the Club shall mean the person who for the time being may be such Officer or Official.

1.3 Expressions referring to writing shall unless the contrary intention appears be construed as including references to printing, lithography, photography and other modes of representing or reproducing words or drawings in a visible form.

1.4 Unless the context otherwise requires, words and expressions contained in the Articles bear the same meaning as in the Companies Act.

1.5 References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

1.6 The Registered office of the Club will be situated in England.

1.7 The objects for which the Club is established (the Objects) are:

1.7.1 promote community participation in healthy recreation by promoting the amateur sport of cycling, cycle touring and associated amateur sports;

1.7. 2 preserve and protect the health and safety of the public by encouraging and facilitating cycling and the safety of cyclists;

1.7.3 advance education by whatever means the trustees think fit, including the provision of cycling, training and educational activities related to cycling;
1.7.4 promote the conservation and protection of the environment.’


(ii) Delete article 1.8 in its entirety and re-number the following articles accordingly.

1.8 To promote cycling, cycle touring, and fellowship between cyclists for the public benefit as a means of furthering the following charitable purposes:-

1.8.1 the advancement of amateur sports which involve physical or mental skill or exertion by:

1.7.1 promote community participation in healthy recreation by promoting the amateur sport of cycling, cycle touring and associated amateur sports;

1.8.1.1 promoting, assisting and protecting the use of bicycles, tricycles and other similar vehicles on the public roads and public rights of way; and

1.8.1.2 promoting and safeguarding the interests of riders of bicycles, tricycles and other similar vehicles (hereinafter referred to as “cyclists”); and

1.8.1.3 encouraging cycling and cycle touring as a means of adventure, recreation, character training and other forms of education, to stimulate by all possible means interest and participation, and in particular the interest and participation of young persons, in cycling, and to promote cycling competitions, rallies, rides and other events;

1.8.2 the promotion of the conservation and protection of the environment by any charitable means including, but not limited to:

1.8.1.1 promoting and increasing appreciation of the countryside and places of public interest, and

1.8.2.2 establishing and protecting access thereto by cycle and on foot, and

1.8.2.3 preserving and improving amenities, and

1.8.2.4 taking appropriate action to advance this charitable aim in Parliament and in and before Government departments, local and other public authorities, bodies and officers, landowners, developers and others;

1.8.3 the advancement of education by any charitable means including, but not limited to, education in road usage, road safety and in particular the safety of cyclists, and the promotion of any plans, measures, schemes or proposals designed to that end;

1.8.4 the preservation and protection of the health and safety of the public by encouraging and facilitating cycling by any means including, but not limited to, the provision of legal assistance for the riders of bicycles, tricycles and other similar vehicles in the enforcement of their rights to use the public roads and public rights of way;

1.8.5 the promotion of cycling, including cycle touring, as an amateur sport by catering for the needs of cyclists by collecting and furnishing information for the planning and conduct of cycling tours, publishing and supplying books, routes, guides, brochures, accommodation lists, maps, periodicals and newspapers, badges and emblems, by arranging for insurance and any necessary documentation, and to organise and conduct cycle tours both at home and overseas and make all appropriate arrangements for participants therein, and to promote and safeguard the interests of cyclists in all such ways as the conditions of the times may render desirable;

1.8.6 the promotion of community participation in healthy recreation in the interests of social welfare.


1.9 The Club has the following powers, which may be exercised only in promoting the Objects:

(iii) Amend the current article 1.9 ‘the powers’ to preserve powers that were previously part of the Objects and to include additional powers to provide increased flexibility by inserting the following as new articles and re-numbering the current articles accordingly:

1.9.16 to promote cycling competitions, rallies, rides, cycle tours and other events both at home and abroad and to make or facilitate in the making of appropriate arrangements for such participants;

1.9.17 to promote and increase the appreciation of the countryside and places of public interest, to establish and protect access to such places by cycle and on foot and to preserve and improve amenities;

1.9.18 to educate or facilitate the education of the public in road usage, road safety and in particular the safety of cyclists, and the promotion of any plans, measures, schemes or proposals designed to that end;

1.9.20 to provide legal assistance for the riders of bicycles, tricycles and other similar vehicles in the enforcement of their rights to use public roads and public rights of way;

1.9.21 to cater for the needs of cyclists by collecting and furnishing information for the planning and conduct of cycling tours and other events, publishing and supplying books and other forms of media, routes, guides, brochures, accommodation lists, maps, badges and emblems and by arranging for insurance and any necessary documentation;

1.9.22 to produce, print and publish anything in any media;

1.9.23 to provide or procure the provision of services, education, training, consultancy, advice, support, guidance, grants, awards or materials in kind;

1.9.24 to promote and advertise the Club’s activities and to seek to influence public opinion and policy and regulation implemented or proposed to be implemented by government, local authorities or other public bodies by undertaking campaigning and, to the extent permitted by law, political activities;

1.9.25 to co-operate and enter into any arrangements with any governments, authorities or any person, company or association;



1.9.1 To amalgamate wholly or partially with any society or institution which both has objects similar to any of the objects of the Club and also a provision in its Articles of Association prohibiting the distribution of its income and property among its Members to an extent at least as great as that which is imposed by articles 2 and 3 of these Articles, or to transfer the property of the Club to any such society or institution upon such terms of sale or otherwise as may be desirable;

1.9.2 To purchase or by other means to acquire and hold any freehold, copyhold, leasehold, or other property for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, real or personal, or rights of any kind whatsoever which may be necessary or desirable for the objects of the Club or any of them or expedient as an investment for its funds or may be conveniently used or held with or may enhance the value of any other property of the Club;

1.9.3 To maintain, repair, alter, enlarge, or replace buildings for its own occupation and use and to erect such new premises as may be necessary for the said purposes and to pull down or remove buildings, clear sites and enter into such arrangements with builders, developers, or contractors as may be necessary or desirable for the said purposes;

1.9.4 To improve, manage, cultivate, develop, exchange, let on lease or otherwise mortgage, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property (both real and personal) and rights of the Club as may be necessary or desirable for the purposes of the Club (but only in accordance with the restrictions imposed by the Charities Act);

1.9.5 To borrow or raise money in such manner as the Club shall think fit, and in particular (without in any way prejudicing any other manner of borrowing or raising money) by the issue of bonds, debentures of debenture stock, perpetual or otherwise (with or without preference as to redemption, interest and other matters) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon the whole or any part of the Club’s property or assets, whether present or future, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Club of any obligation or liability it may undertake (but only in accordance with the restrictions imposed by the Charities Act);

1.9.6 To invest the moneys of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;

1.9.7 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, debentures and other negotiable or transferable instruments;

1.9.8 To establish or promote any company or society, association or trust, whether corporate or unincorporated, for the purpose of furthering any of the objects of the Club; and thereafter to assist such company, society, association or trust in such manner as the Club shall think fit;

1.9.9 To collect, receive and hold funds and property by voluntary contributions, subscriptions, gifts or legacies for the objects of the Club or any of them as the donors may direct (but not by means of taxable trading);

1.9.10 To acquire an interest in land by purchase, lease or licence for the purpose of holding rallies or meetings as permitted by legislation or by Local Planning Authorities or for any other Club activities;

1.9.11 To insure the property of the Club against any foreseeable risk and take out other insurance policies to protect the Club when required;

1.9.12 To pay for indemnity insurance for the Council.

1.9.13 Subject to article 2, to employ paid or unpaid agents, staff or advisers.

1.9.14 To enter into contracts to provide services to or on behalf of other bodies.

1.9.15 To establish or acquire subsidiary companies to assist or act as agents for the Club.



1.9.16 To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

(iv) The proviso contained at the end of the current article 1.9.16 be deleted as it is redundant as it is not required by the Charity Commission.


PROVIDED THAT:-

1.9.17 In any case the Club shall take or hold any property which may be subject to any trusts; the Club shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

1.9.18 The Club shall not support with its funds any object, or endeavour to impose on or procure to be observed by its Members or others, any regulation, restriction or condition which if any object of the Club would make it a Trade Union.

1.9.19 In case the Club shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales or Secretary of State for Education and Science, the Club shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Council of Management or Governing Body of the Club shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been effected and the incorporation of the Club shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners or the Secretary of State for Education and Science over such Council of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Club were not incorporated.

2 BENEFITS TO MEMBERS AND COUNCILLORS

2.1 The income and property of the Club whencesoever derived shall be applied solely towards the promotion of the objects of the Club as set forth in these Articles of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit to the Members of the Club.

PROVIDED that:

2.1.1 Members who are not Councillors may be employed by or enter into contracts with the Club and receive reasonable payment for goods or services supplied;

2.1.2 Members (including Councillors) may be paid interest at a reasonable rate on money lent to the Club;

2.1.3 Members (including Councillors) may be paid a reasonable rent or hiring fee for property
or equipment let or hired to the Club; and
2.1.4 Members (including Councillors) who are beneficiaries of the Club may receive charitable
benefits from the Club in that capacity.
2.2 A Councillor must not receive any payment of money or other material benefit (whether directly or
indirectly) from the Club except:
2.2.1 as mentioned in articles 1.9.11 (indemnity insurance), 2.1.2 (interest), 2.1.3 (rent), 2.1.4
7
(charitable benefits) or 2.3 (contractual payments);
2.2.2 reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs)
actually incurred in the administration of the Club;
2.2.3 an indemnity in respect of any liabilities properly incurred in running the Club (including the
costs of a successful defence to criminal proceedings);
2.2.4 payment to any company in which a Councillor has no more than a 1 per cent shareholding; and

2.2.5 in exceptional cases, other payments or benefits (but only with the written approval of the Commission in advance).

2.3 A Councillor may not be an employee of the Club, but a Councillor or a connected person may enter into a contract with the Club to supply goods or services in return for a payment or other material benefit if:

2.3.1 the goods or services are actually required by the Club;

2.3.2 the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Trustees in accordance with the procedure in article 2.4; and

2.3.3 no more than one third of the Councillors are interested in such a contract in any financial year.

2.4 Whenever a Councillor has a personal interest in a matter to be discussed at a meeting of Council or a committee, he or she must:

2.4.1 declare an interest before the meeting or at the meeting before discussion begins on the matter;

2.4.2 be absent from the meeting for that item unless expressly invited to remain in order to provide information;

2.4.3 not be counted in the quorum for that part of the meeting; and

2.4.4 be absent during the vote and have no vote on the matter.

2.5 This article 2 may not be amended without the written consent of the Commission in advance.

2.6 The liability of Members is limited.

2.7 If any Member of the Club pays or receives any dividend, bonus or other profit in contravention of the terms of article 2 his liability shall be unlimited.

2.8 Every Member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he is a Member or within one year afterwards for payment of the debts and liabilities of the Club contracted before the time at which he ceases to be a Member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding ten shillings, or in case of his liability becoming unlimited such other amount as may be required in pursuance of the preceding article.

3 DISSOLUTION

3.1 If upon the winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Club, but must be applied in one or more of the following ways:

3.1.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;

3.1.2 directly for the Objects or for charitable purposes which are within or similar to the Objects;

3.1.3 in such other manner consistent with charitable status as the Commission approve in writing in advance.

3.2 A final report and statement of account must be sent to the Commission.

3.3 True accounts shall be kept of the sums of money received and expended by the Club, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Club; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Club for the time being, shall be open to the inspection of the Members.

3.4 Once at least in every year the accounts of the Club shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.

4 MEMBERS

4.1 For the purposes of registration the number of Members is declared to be unlimited.

4.2 No person shall be admitted as a Member unless approved by Council and Council may, in its absolute discretion, decline to admit any person as a Member. There shall be such different classes of Members and conditions for their admission as the Club in General Meeting shall from time to time determine.

4.3 The Council shall assign each Member, on acceptance, to an electoral Division (as defined elsewhere) with power from time to time to vary such assignment.

4.4 The subscription for each class of Member shall be such and shall be payable at such time as the Club may determine, from time to time in General Meeting. Every subscription so determined shall be subject at the time of payment to the addition of Value Added Tax at the statutory rate then applicable.

4.5 The rights and privileges of every Member shall be personal to himself and shall not be transferable by his own act or by operation of law, and shall terminate upon his ceasing to be a Member.

Membership is terminated if the Member concerned is removed from membership by a resolution of Council on the grounds that in council’s reasonable opinion the Member’s continued membership is harmful to the Club. Council may pass such a resolution after completion of the Council’s complaints and disciplinary procedure, which shall include notifying the Member in writing and considering the matter in the light of any written representations that the Member concerned puts forward within 14 clear days after receiving notice.

5 OFFICERS

5.1 The Council shall consist of not more than twenty-two and not fewer than five members, elected as hereinafter prescribed, together with not more than four members co-opted by the Council. Coopted Councillors shall not have the right to vote at Council Meetings or in postal ballots. Except for
those Councillors filling casual vacancies, Councillors shall hold office from 1 January following their election or their co-option by the Council for a period of three years.

5.2 No person disqualified from acting as a trustee of a registered charity by virtue of Section 72(1) of the Charities Act 1993 shall serve as members of the Council.

5.3 The Council shall within six months prior to the commencement of each calendar year appoint the President, a maximum of two Vice-Presidents, an Honorary Consulting Solicitor and a Financial Advisor. They shall have the right to attend Council meetings and shall hold office for the full calendar year.

5.4 The area over which the Club operates shall be deemed to be divided into such number of electoral Divisions having such boundaries as the Council may from time to time determine. Each Division shall be entitled to be represented on the Council by such number of representatives as the Club in General Meeting may from time to time determine, provided that the total number of such representatives shall be within the limits stated in Article 5.1.

5.5 At its first meeting in each year the Council shall elect from its members a Chairman and Vice-Chairman of the Council. They shall hold office until the commencement of the first Council meeting in the following calendar year.

5.6 The term of office of a member of Council automatically terminates if he or she:
5.6.1 ceases to be a Member;

5.6.2 is incapable, whether mentally or physically, of managing his or her own affairs;

5.6.3 is absent without notice from three consecutive meetings of Council and is asked by a majority of other Council members to resign;

5.6.4 resigns by written notice to the Secretary (but only if at least two members of Council will remain in office);
5.6.5 is removed from membership by a resolution of Council on the grounds that, in Council’s reasonable opinion, the member’s continued membership is harmful to the Club (and Council may only pass such a resolution after completion of the Council’s complaints and disciplinary procedure which shall include notifying the member in writing and considering the matter in the light of any written representations that the member concerned puts forward within 14 clear days after receiving notice).

5.7 A member of Council whose membership terminates under paragraph 5.6.1, 5.6.2, 5.6.3, 5.6.4 or 5.6.5 above may be reinstated by a resolution passed before the end of the calendar year in which 10
his or her membership ended by three-fourths of the members of Council present and voting.

5.8 It shall be the duty of members of the Council:

5.8.1 to promote and be responsible for the interests of the Club;

5.8.2 during their term of office to attend at least two meetings of the Council in each calendar year, unless good cause for absence be shown to and approved by the Council. A Councillor who without such good cause has attended only one meeting in the year shall be deemed to have ceased to hold office at the end of that year and will be ineligible to serve on the Council for the following year.

6 POWERS OF THE COUNCIL

6.1 The transaction of the business of the Club and its entire management shall be vested in the Council, who in addition to the powers and authority expressly conferred on them by these Articles may exercise all powers and do all such acts and things as may be exercised and done by the Club and are not hereby or by statute expressly directed or required to be done by the
Club in General Meeting.

6.2 Without prejudice to the general powers conferred by Article 6.1 the Council shall have power:

6.2.1 To establish such organisation in each County or group of Counties or Division or any other area as is necessary or is conducive to the attainment of the objects of the Club, and to frame such rules and regulations for the working of such organisation;

6.2.2 To make arrangements for the supply of Club badges and apparel to the Members;

6.2.3 To make arrangements for the compilation and publication of Club books, maps, periodicals and other items;

6.2.4 To appoint and replace the Secretary and any other Officials whose services may be necessary for the proper administration of the Club and to fix their duties and remuneration;

6.2.5 To make arrangements with hotel proprietors and others to provide suitable accommodation and refreshments for Members;

6.2.6 To make arrangements with cycle repairers and others to provide suitable facilities and services for Members;

6.2.7 To delegate any of their powers to Members or to Committees of Members, and to make such regulations for proceedings of such Committees as may seem expedient;

6.2.8 To petition Parliament and make representation to Government and to other appropriate bodies in the name of the Club.

6.3 The Council may make such regulations as it thinks fit in relation to the appointment of members to the Council and the appointment of co-opted members, the President, Vice Presidents, Honorary Consulting Solicitor, Financial Advisory, and any Honorary Vice Presidents. If there shall be a vacancy, the Council may fill the vacancy or appoint a deputy temporarily.

6.4 The Council will ensure that there exists at all times a suitable complaints and disciplinary procedure for Members across the whole organisation.

6.5 The Council shall have power to frame such rules and regulations for the conduct of General Meetings as it may from time to time think fit, provided that such rules and regulations shall not be inconsistent with anything contained in the Companies Act or in these Articles.

7 PROCEEDINGS OF THE COUNCIL

7.1 The Council shall meet as often as may be required for the transaction of the business of the Club.

They may make such regulations as they may think fit as to the summoning and holding of their meetings and for the transaction of business thereat, and they may adjourn any meeting. Such regulations shall be known as “Council Standing Orders” and a copy thereof shall be supplied to each member of the Council upon his election or appointment to the Council. Five or one third of the Council, whichever is the greater, shall form a quorum.

7.2 At any meeting the Council may order a postal vote of the whole Council to be taken by the Secretary, upon any question put before a meeting for decision, and the result shall have the same effect as if the votes, recorded by post had been recorded at the meeting.

7.3 When not less than one third of the members of the Council notify the Secretary in writing of their dissent from any resolution passed by any Council meeting within twenty-eight days from the date of that meeting, the Secretary shall take a postal vote of the whole Council on such resolution, which shall be rescinded or confirmed in accordance with the majority shown. If the voting be equally divided the resolution shall be confirmed. Following such notification no action shall be taken on the resolution in question pending the decision of the postal vote.

7.4 A Councillor must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Club or in any transaction or arrangement entered into by the Club which has not previously been declared. A Councillor must absent himself or herself from any discussions of Council in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Club and any personal interest (including but not limited to any personal financial interest).

7.5 If a conflict of interests arises for a Councillor because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the Articles, the unconflicted Councillors may authorise such a conflict of interests where the following conditions apply:

7.5.1 the conflicted Councillor is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;

7.5.2 the conflicted Councillor does not vote on any such matter and is not to be counted when considering whether a quorum of Councillors is present at the meeting; and 7.5.3 the unconflicted Councillors consider it is in the interests of the Club to authorise the conflict of interests in the circumstances applying.

7.6 In Article 7.5 a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which does not involve a direct or indirect benefit of any nature to a Councillor or to a connected person.

8 GENERAL MEETINGS

8.1 The Annual General Meeting shall be held at such place in the United Kingdom and on such date as may be fixed by the Council. This meeting shall be known as the “Annual General Meeting” and it shall be in addition to any other General Meetings in that year, and shall specify the meeting as such in the notices convening meeting. Provided always, however, that no more than fifteen months shall elapse between the date of one Annual General Meeting of the Club and that of the next.

8.2 Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

8.3 Whenever they think fit the Council may convene an Extraordinary General Meeting. An Extraordinary General Meeting shall also be convened on such requisition or in default may be convened by such requisitionists as provided by Section 303 of the Companies Act. If at any time there are not within the United Kingdom sufficient of the Council capable of acting to form a quorum any member of the Council or any two Members of the Club may convene an Extraordinary General Meeting in the same manner as nearly as possible as that is which General Meetings may be convened by the Council.

9 NOTICE OF GENERAL MEETINGS

9.1 All General Meetings shall be called by at least twenty-one clear days’ notice in writing, but a General Meeting may be called by shorter notice if it is so agreed:

9.1.1 In the case of the Annual General Meeting by all the Members entitled to attend and vote thereat; and

9.1.2 In the case of any other General Meeting by a majority in number of the Members having a right to attend and vote at the Meeting, being a majority together representing not less than 95 per cent of the total voting rights at that meeting of all the Members;

9.2 This notice shall specify the place, day and hour of the meeting and, in case of special business, the general nature of that business. Notice shall be given as hereinafter mentioned to such persons as are entitled thereto under the Articles of the Club;

9.3 No business shall be transacted at a General Meeting other than that specified in the Agenda thereof;

9.4 Any motion for inclusion in the Agenda for a General Meeting shall be proposed by one Member and seconded by another Member;

9.5 The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any persons entitled to receive notice shall not invalidate the proceedings at that meeting.

10 PROCEEDING AT GENERAL MEETINGS

10.1 All business shall be deemed special that is transacted at any Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, the reports of the Council and Auditors and the appointment of the Auditors.

10.2 At any General Meeting twenty-five Members shall form a quorum. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business.

10.3 If within thirty minutes of the time appointed for the meeting a quorum is not present, the meeting if convened upon the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day of the next week at the same time and place, or at such other day and at such other place as the Council may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.

3Proposed Philip Benstead, seconded Eric Gill. Remove existing paragraph 10.4 of the CTC Memorandum & Articles of Association.
Replace with: ‘A General Meeting shall elect from among the number of those attending a chair who shall preside at the meeting. The meeting Chair may be any CTC member except serving Members of Council. The election of the chair will be by show of hands with the person attracting the largest number of votes being appointed. In the event of a tie the Chair of Council will have a casting vote.’


Proposer’s note: This motion aims to increase transparency and democratic accountability to members by calling the Council to account at the AGM by having an independent chairman.

Council response: Council strongly opposes this motion. The Chair of CTC Council currently chairs the AGM because members reasonably expect that the AGM is chaired by the person best equipped to carry out the business of the meeting, who understands the requirements of the appropriate legislation and is someone they know will take a consistent position on proposals on the agenda. Someone elected at the meeting will not have been involved in preparing the meeting, is not known to proxy voters and may not have the requisite skills or experience to chair a General Meeting of a national membership organisation.

10.4 The Chair of the Council shall when present preside at all General Meetings. In the absence of the Chair the Vice Chair of the Council shall preside. In the absence of all such persons the meeting shall elect a Chairman from among its own number.

10.5 The Chairman of any General Meeting may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left uncompleted at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the case of an original meeting. Except in the foregoing case it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at any adjourned meeting.

10.6 At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is demanded (before or on the declaration of the result of a show of hands) by the Chairman, or by at least three Members present in person.

10.7 Unless a poll be so demanded, a Declaration by the Chairman that a resolution has on the show of hands been carried, or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the Minutes of proceedings of the Club shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

10.8 If at any General Meeting a poll is duly demanded it shall be taken at such time and place, and either by open voting or ballot as the Chairman may direct, and the result of the poll shall be deemed the resolution of the meeting at which the poll is demanded. The Chairman of a General Meeting shall in case of equality of votes at the meeting on a show of hands or at the poll if a poll be demanded be entitled to a casting vote in addition to the vote to which he is entitled as a Member.

10.9 At General Meetings of the Club every Member entitled to vote shall have one vote, and voting by proxy shall be permitted.

10.9.1 PROXIES

10.9.1.1 A Member may appoint a proxy in writing. A proxy need not be a Member. The Council may from time to time prescribe a form to appoint a proxy by rules or regulations made under Article 6.5.

10.9.1.2 The document appointing a proxy may instruct the proxy which way to vote on particular resolutions.

10.9.1.3 A proxy will only be valid if the document appointing the proxy (and any power of attorney or other authority (if any) under which it is signed) or a properly certified copy is deposited at the registered office of the company at least 48 hours before the starting time of the General Meeting or adjourned General Meeting at which the proxy proposes to vote.

10.9.1.4 No document appointing a proxy will be valid for more than one General Meeting (and any adjournment of that General Meeting).

10.9.1.5 A vote given or ballot demanded by proxy is to be valid despite:

10.9.1.5.1 the withdrawal of the proxy; or

10.9.1.5.2 the death or mental incapacity of the principal, unless written notice of the death, mental incapacity or withdrawal is received at the registered office of the company before the start of the General Meeting at which the proxy is used.

10.9.1.6 A proxy form will not be valid for any part of a General Meeting at which the Member who appointed the proxy is present.

11 POLLS OF THE WHOLE CLUB

11.1 Any question may at any time be submitted by order of the Council or by resolution of a General Meeting to a poll of the whole Club, in such manner and at such time as the Council or the General Meeting may direct.

11.2 A poll of the whole Club shall be taken if either one third of the members of the Council or 200 Members of the Club shall within three months of the passing of a resolution in a Council Meeting or General Meeting lodge with the Secretary a petition in writing signed by the petitioning members

11.2.1 Protesting against such resolution and 11.2.2 Containing a requisition that a poll of the whole Club be taken upon such resolution.

11.3 Upon receipt of the petition the Secretary shall publish in the next issue but one of the Club magazine to be distributed after the petition shall have been lodged with him full details of the petition and incorporate a voting slip therein specifying the date (not being less than 28 days after the date of publication) when all votes must be received by the Secretary. When voting has closed as aforesaid the votes shall be counted and the resolution confirmed or rescinded in accordance with the majority of votes cast. If the voting be equally divided the resolution shall be confirmed.

11.4 Provided always that any action taken upon such resolution prior to receipt of such petition shall be valid.

11.5 All decisions arrived at by a poll of the whole Club shall bind the Club and the Council for six months.

12 ACCOUNTS

12.1 The Council shall cause proper accounting records to be kept in accordance with the Companies Act and the Charities Act.

12.2 No Member (not being a member of the Council) shall have any right of inspecting any accounting record or other book or document of the Club except as conferred by statute or authorised by the Council or by the Club in General Meeting.

13 AUDITORS

13.1 Auditors shall be appointed and their duties regulated in accordance with the Companies Act.

14 LIFE MEMBERSHIP ACCOUNT

14.1 All money which may be received by way of composition fees from life Members of the Club shall, after deduction of any Value Added Tax payable thereon, be credited to a special reserve named the “Life Membership Fund”. Four per cent of the amount credited in each accounting year commencing after 30th September 1982 shall be transferred to the Revenue Account and like amounts shall be transferred in each of the subsequent 24 years. No other transfers shall be made until all other reserves of the Club have been exhausted in which case the Members may by ordinary resolution approve such transfer as they may think fit.

15 NOTICES

15.1 A notice may be given by the Club to any Member by publication in the Club magazine or personally or by sending it by post to his registered address or (if he has no registered address within the United Kingdom and Republic of Ireland) to the address if any within the United Kingdom or Republic of Ireland supplied by him to the Club for that purpose.


(i) The existing article 15.1 be deleted and replaced with the following: A notice, accounts or other documents may be given by the Club to any Member by publication in the Club magazine or personally or by sending it by post to his registered address or (if he has no registered address within the United Kingdom) to the address if any within the United Kingdom or to an electronic mail address supplied by him to the Club for that purpose or in accordance with the provisions for communication by website set out below. Printed copies of all notices accounts or other documents will be available to all members on request from the registered office of the Club.

15.2 Where a notice is sent by post or by publication in the Club magazine, service of the notice shall be deemed to be effected by properly addressing, preparing and posting it or the document or the edition of the Club magazine in which it has been embodied and to have been effected in the case of a notice of a meeting at the expiration of forty eight hours after the same shall have been posted and in any other case the time at which the same would be delivered in the ordinary course of post.

(ii) Article 15.2 be deleted and replaced with the following: Where a notice, accounts or other documents are sent by post or by electronic mail or by publication in the Club magazine, service of the notice, accounts or other documents shall be deemed to be effected by properly addressing, preparing and posting or emailing them or the document or the edition of the Club magazine in which it has been embodied and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the same shall have been posted or emailed and in any other case the time at which the same would be delivered in the ordinary course of post or email communication.


(iii) A new article be inserted as Article 15.3 and the following articles be re-numbered accordingly:

15.3 Where a member has informed the Club in writing of his consent, or has given deemed consent in accordance with the Companies Act, to receive notices, accounts or other documents from the Club by means of a website, such information will be validly given if the Club sends that member a notification informing him that the documents forming part of the notice, the accounts or other documents, may be viewed on a specified website. The notification must provide the website address, and the place on the website where the information may be accessed and an explanation of how it may be accessed. If the information relates to a general meeting the notification must state that it concerns a notice of a general meeting and give the place, date and time of the meeting. The notice must be available on the website throughout the notice period until the end of the meeting in question.

Proposer’s note: Current articles have not been updated to reflect the preference of many members to receive CTC information by email and to view documents on the web site. Distributing bulk materials to members by mail is costly and not environmentally sound. Members will be asked whether they wish to receive notices by email or read them on line; those who do not wish to do so will still receive a printed copy.

15.3 Notice of every General Meeting shall be given in any manner hereinbefore authorised to:

15.3.1 every Member entitled to attend and vote thereat except those Members who (having no registered address within the United Kingdom or Republic of Ireland) have not supplied to the Club an address within the United Kingdom or Republic of Ireland for the giving of notices to them and

15.3.2 the Auditors for the time being of the Club.

15.4 No other person shall be entitled to receive notice of General Meetings.

16 THE SEAL

16.1 The Seal of the Club shall be affixed in the presence of a member of the Council and the Secretary or, in the absence of the Secretary, a second member of the Council.

17 INDEMNITY

17.1 Subject to the provisions of the Companies Act but without prejudice to any indemnity to which a member of Council may otherwise be entitled, every member of Council or other Official or Auditor of the Club shall be indemnified out the assets of the Club against any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence default breach of duty or breach of trust in relation to the affairs of the Club.
Philip Benstead | CTC London and FORMER CTC Councillor SE
| 0794-980-1698 | philipbenstead1@gmail.com |
Organizing events and representing cyclist in southeast since 1988
Cycle Ride? http://www.meetup.com/socialcycling4u/
Bikeability Instructor/Mechanic

Recumbent Philip
Posts: 6
Joined: 1 Apr 2010, 9:47pm

Re: Charity Commission says CTC can be a charity

Postby Recumbent Philip » 29 Mar 2012, 9:46pm

I am still trying to find out what actual changes are proposed. The magazine shows the new articles, but not the old. I have sent a message to Head Office, but no reply as yet. Is it too much to ask for a complete, clear summary of the proposed changes, in one easily accessible place?

CTC London
Posts: 44
Joined: 7 Nov 2011, 6:01pm
Location: Greater London
Contact:

Re: Charity Commission says CTC can be a charity

Postby CTC London » 29 Mar 2012, 10:00pm

Recumbent Philip wrote:I am still trying to find out what actual changes are proposed. The magazine shows the new articles, but not the old. I have sent a message to Head Office, but no reply as yet. Is it too much to ask for a complete, clear summary of the proposed changes, in one easily accessible place?



Does this help?



CTC AGM Agenda & Minutes



The Annual General Meeting of the Cyclists’ Touring Club will be held at 1.00pm on Saturday 12 May 2012 at the Hilton Hotel, Victoria Quays, Sheffield S47YE. To obtain admission, members must produce a valid membership card or other proof of current membership.

K. E. Mayne, Chief Executive.

A full copy of the Articles of Association and Determinations in General Meeting, together with the proposed changes, is available on the CTC website or on request from National Office and copies will be available at the meeting. Versions of this agenda in alternative formats are also available on request to CTC National Office.

The Proxy Voting form is circulated with the April/May 2012 issue of Cycle. Procedures for use are on the form and are available on the CTC website.

Agenda

Special resolutions
(require 75% of those voting to be passed)
1Proposed by B Flood on behalf of the Council, seconded by A Spurr

This AGM agrees that the CTC Articles of Association be amended as follows:

(i) Amend Article 1.7 so that it reads: NEW

The objects for which the Club is established (the ‘Objects’) are to:

1.7.1 promote community participation in healthy recreation by promoting the amateur sport of cycling, cycle touring and associated amateur sports;

1.7. 2 preserve and protect the health and safety of the public by encouraging and facilitating cycling and the safety of cyclists;

1.7.3 advance education by whatever means the trustees think fit, including the provision of cycling, training and educational activities related to cycling;

1.7.4 promote the conservation and protection of the environment.’

OLD TO BE DELETED

1.8 To promote cycling, cycle touring, and fellowship between cyclists for the public benefit as a means of furthering the following charitable purposes:-

1.8.1 the advancement of amateur sports which involve physical or mental skill or exertion by:

1.8.1.1 promoting, assisting and protecting the use of bicycles, tricycles and other similar vehicles on the public roads and public rights of way; and

1.8.1.2 promoting and safeguarding the interests of riders of bicycles, tricycles and other similar vehicles (hereinafter referred to as “cyclists”); and

1.8.1.3 encouraging cycling and cycle touring as a means of adventure, recreation, character training and other forms of education, to stimulate by all possible means interest and participation, and in particular the interest and participation of young persons, in cycling, and to promote cycling competitions, rallies, rides and other events;

1.8.2 the promotion of the conservation and protection of the environment by any charitable means including, but not limited to:

1.8.1.1 promoting and increasing appreciation of the countryside and places of public
interest, and

1.8.2.2 establishing and protecting access thereto by cycle and on foot, and

1.8.2.3 preserving and improving amenities, and

1.8.2.4 taking appropriate action to advance this charitable aim in Parliament and in and before Government departments, local and other public authorities, bodies and officers, landowners, developers and others;

1.8.3 the advancement of education by any charitable means including, but not limited to, education in road usage, road safety and in particular the safety of cyclists, and the promotion of any plans, measures, schemes or proposals designed to that end;

1.8.4 the preservation and protection of the health and safety of the public by encouraging and facilitating cycling by any means including, but not limited to, the provision of legal assistance for the riders of bicycles, tricycles and other similar vehicles in the enforcement of their rights to use the public roads and public rights of way;

1.8.5 the promotion of cycling, including cycle touring, as an amateur sport by catering for the needs of cyclists by collecting and furnishing information for the planning and conduct of cycling tours, publishing and supplying books, routes, guides, brochures, accommodation lists, maps, periodicals and newspapers, badges and emblems, by arranging for insurance and any necessary documentation, and to organise and conduct cycle tours both at home and overseas and make all appropriate arrangements for participants therein, and to promote and safeguard the interests of cyclists in all such ways as the conditions of the times may render desirable;

1.8.6 the promotion of community participation in healthy recreation in the interests of social
welfare.

(ii) Delete article 1.8 in its entirety and re-number the following articles accordingly.

(iii) Amend the current article 1.9 ‘the powers’ to preserve powers that were previously part of the Objects and to include additional powers to provide increased flexibility by inserting the following as new articles and re-numbering the current articles accordingly:

1.9.16 to promote cycling competitions, rallies, rides, cycle tours and other events both at home and abroad and to make or facilitate in the making of appropriate arrangements for such participants;

1.9.17 to promote and increase the appreciation of the countryside and places of public interest, to establish and protect access to such places by cycle and on foot and to preserve and improve amenities;

1.9.18 to educate or facilitate the education of the public in road usage, road safety and in particular the safety of cyclists, and the promotion of any plans, measures, schemes or proposals designed to that end;

1.9.20 to provide legal assistance for the riders of bicycles, tricycles and other similar vehicles in the enforcement of their rights to use public roads and public rights of way;

1.9.21 to cater for the needs of cyclists by collecting and furnishing information for the planning and conduct of cycling tours and other events, publishing and supplying books and other forms of media, routes, guides, brochures, accommodation lists, maps, badges and emblems and by arranging for insurance and any necessary documentation;

1.9.22 to produce, print and publish anything in any media;

1.9.23 to provide or procure the provision of services, education, training, consultancy, advice, support, guidance, grants, awards or materials in kind;

1.9.24 to promote and advertise the Club’s activities and to seek to influence public opinion and policy and regulation implemented or proposed to be implemented by government, local authorities or other public bodies by undertaking campaigning and, to the extent permitted by law, political activities;

1.9.25 to co-operate and enter into any arrangements with any governments, authorities or any person, company or association;

OLD TO BE DELETED

1.9 The Club has the following powers, which may be exercised only in promoting the Objects:

1.9.1 To amalgamate wholly or partially with any society or institution which both has objects similar to any of the objects of the Club and also a provision in its Articles of Association prohibiting the distribution of its income and property among its Members to an extent at least as great as that which is imposed by articles 2 and 3 of these Articles, or to transfer the property of the Club to any such society or institution upon such terms of sale or otherwise as may be desirable;

1.9.2 To purchase or by other means to acquire and hold any freehold, copyhold, leasehold, or other property for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, real or personal, or rights of any kind whatsoever which may be necessary or desirable for the objects of the Club or any of them or expedient as an investment for its funds or may be conveniently used or held with or may enhance the value of any other property of the Club;

1.9.3 To maintain, repair, alter, enlarge, or replace buildings for its own occupation and use and to erect such new premises as may be necessary for the said purposes and to pull down or remove buildings, clear sites and enter into such arrangements with builders, developers, or contractors as may be necessary or desirable for the said purposes;

1.9.4 To improve, manage, cultivate, develop, exchange, let on lease or otherwise mortgage, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property (both real and personal) and rights of the Club as may be necessary or desirable for the purposes of the Club (but only in accordance with the restrictions imposed by the Charities Act);

1.9.5 To borrow or raise money in such manner as the Club shall think fit, and in particular (without in any way prejudicing any other manner of borrowing or raising money) by the issue of bonds, debentures of debenture stock, perpetual or otherwise (with or without preference as to redemption, interest and other matters) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon the whole or any part of the Club’s property or assets, whether present or future, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Club of any obligation or liability it may undertake (but only in accordance with the restrictions imposed by the Charities Act);

1.9.6 To invest the moneys of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;

1.9.7 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, debentures and other negotiable or transferable instruments;

1.9.8 To establish or promote any company or society, association or trust, whether corporate or unincorporated, for the purpose of furthering any of the objects of the Club; and thereafter to assist such company, society, association or trust in such manner as the Club shall think fit;

1.9.9 To collect, receive and hold funds and property by voluntary contributions, subscriptions, gifts or legacies for the objects of the Club or any of them as the donors may direct (but not by means of taxable trading);

1.9.10 To acquire an interest in land by purchase, lease or licence for the purpose of holding rallies or meetings as permitted by legislation or by Local Planning Authorities or for any other Club activities;

1.9.11 To insure the property of the Club against any foreseeable risk and take out other insurance policies to protect the Club when required;

1.9.12 To pay for indemnity insurance for the Council.

1.9.13 Subject to article 2, to employ paid or unpaid agents, staff or advisers.

1.9.14 To enter into contracts to provide services to or on behalf of other bodies.

1.9.15 To establish or acquire subsidiary companies to assist or act as agents for the Club.

1.9.16 To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

PROVIDED THAT:-
1.9.17 In any case the Club shall take or hold any property which may be subject to any trusts; the Club shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

1.9.18 The Club shall not support with its funds any object, or endeavour to impose on or procure to be observed by its Members or others, any regulation, restriction or condition which if any object of the Club would make it a Trade Union.

1.9.19 In case the Club shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales or Secretary of State for Education and Science, the Club shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Council of Management or Governing Body of the Club shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been effected and the incorporation of the Club shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners or the Secretary of State for Education and Science over such Council of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Club were not incorporated.

(iv) The proviso contained at the end of the current article 1.9.16 be deleted as it is redundant as it is not required by the Charity Commission.

Proposers Note: CTC’s 2010 AGM authorised Council to take the steps necessary to register the Club as a charity with the Charity Commission for England and Wales. Following a review of the Club’s application for registration, the Commission have recommended simplification of the current objects and separation of objects and powers because the
current structure does not reflect current practice.

An explanation of the advice from the Commission is printed in the April-May 2012 issue of Cycle.

2 Proposed Martin Cockersole, seconded John Catt on behalf of the Council This AGM agrees that the CTC Articles of Association be amended as follows:

(i) The existing article 15.1 be deleted and replaced with the following: A notice, accounts or other documents may be given by the Club to any Member by publication in the Club magazine or personally or by sending it by post to his registered address or (if he has no registered address within the United Kingdom) to the address if any within the United Kingdom or to an electronic mail address supplied by him to the Club for that purpose or in accordance with the provisions for communication by website set out below. Printed copies of all notices accounts or other documents will be available to all members on request from the registered office of the Club.

OLD TO BE DELETED

15.1 A notice may be given by the Club to any Member by publication in the Club magazine or personally or by sending it by post to his registered address or (if he has no registered address within the United Kingdom and Republic of Ireland) to the address if any within the United Kingdom or Republic of Ireland supplied by him to the Club for that purpose.

(ii) Article 15.2 be deleted and replaced with the following: Where a notice, accounts or other documents are sent by post or by electronic mail or by publication in the Club magazine, service of the notice, accounts or other documents shall be deemed to be effected by properly addressing, preparing and posting or emailing them or the document or the edition of the Club magazine in which it has been embodied and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the same shall have been posted or emailed and in any other case the time at which the same would be delivered in the ordinary course of post or email communication.

OLD TO BE DELETED

15.2 Where a notice is sent by post or by publication in the Club magazine, service of the notice shall be deemed to be effected by properly addressing, preparing and posting it or the document or the edition of the Club magazine in which it has been embodied and to have been effected in the case of a notice of a meeting at the expiration of forty eight hours after the same shall have been posted and in any other case the time at which the same would be delivered in the ordinary course of post.

(iii) A new article be inserted as Article 15.3 and the following articles be re-numbered accordingly:

15.3 Where a member has informed the Club in writing of his consent, or has given deemed consent in accordance with the Companies Act, to receive notices, accounts or other documents from the Club by means of a website, such information will be validly given if the Club sends that member a notification informing him that the documents forming part of the notice, the accounts or other documents, may be viewed on a specified website. The notification must provide the website address, and the place on the website where the information may be accessed and an explanation of how it may be accessed. If the information relates to a general meeting the notification must state that it concerns a notice of a general meeting and give the place, date and time of the meeting. The notice must be available on the website throughout the notice period until the end of the meeting in question.

Proposer’s note: Current articles have not been updated to reflect the preference of many members to receive CTC information by email and to view documents on the web site. Distributing bulk materials to members by mail is costly and not environmentally sound. Members will be asked whether they wish to receive notices by email or read them on line; those who do not wish to do so will still receive a printed copy.

3Proposed Philip Benstead, seconded Eric Gill.

Remove existing paragraph 10.4 of the CTC Memorandum & Articles of Association.

Replace with: ‘A General Meeting shall elect from among the number of those attending a chair who shall preside at the meeting. The meeting Chair may be any CTC member except serving Members of Council. The election of the chair will be by show of hands with the person attracting the largest number of votes being appointed. In the event of a tie the Chair of Council will have a casting vote.’
Proposer’s note: This motion aims to increase transparency and democratic accountability to members by calling the Council to account at the AGM by having an independent chairman.

Council response: Council strongly opposes this motion. The Chair of CTC Council currently chairs the AGM because members reasonably expect that the AGM is chaired by the person best equipped to carry out the business of the meeting, who understands the requirements of the appropriate legislation and is someone they know will take a consistent position on proposals on the agenda. Someone elected at the meeting will not have been involved in preparing the meeting, is not known to proxy voters and may not have the requisite skills or experience to chair a General Meeting of a national membership organisation.

Ordinary business :
4 To adopt as a true record the minutes of the Annual General Meeting held in Portland on 14 May 2011.

5 To adopt the Annual Report of the Council and the audited accounts for the year ended 30 September 2011 as circulated with the April/May issue of the CTC members’ magazine.

6 To appoint Buzzacott LLP as auditors and to authorise the Council to fix their remuneration.


Ordinary resolutions

7Proposed by M Cockersole on behalf of the Council, seconded by J Catt. That, with effect from 1 October 2012 the subscription table to the determination pursuant to current Article 4.4 of the Articles of Association be deleted and replaced by the following: ‘
ORDINARY MEMBERSHIP SUBSCRIP TION effective from 1 October 2012: £41.00’
Proposer’s note: Council recommends this

change for 2012/13 as an affordable sum which will adequately support the continued achievement of the organisation’s activities while covering known cost increases. Council is determined that these cost increases should not result in a reduction of our efforts to promote cycling widely or our campaigning work. Council has reached this recommendation after very careful consideration of increasing costs, the competitive ‘market place’, affordability for members and sustaining the objectives of the organisation. It is a difficult balancing act which we hope members will support.

8Proposed Michael McGeever, seconded by T Cook

(i) That CTC discounted membership rates be extended to include those who are Registered Disabled, can demonstrate conditions that create similar limited access to cycling and to the recognised carers of such members.

(ii) That CTC modify its member groups’ grants scheme to encourage access to cycling for those with disabilities, encouraging participating groups to claim grants which contribute to the out of pocket expenses for participation in cycle touring activities by local members affected by (i) above and their supporters.

Proposer’s Note: These proposals support those who cannot ride without supporters such as blind stokers who need tandem pilots. Supporters often incur expenses despite the fact that they are enabling others to enjoy something we take for granted. CTC should support these individuals as much as they would other volunteers or staff.

Council Response: Council welcomes these proposals as a further opportunity for CTC to increase access to cycling and show its commitment to equality of opportunity.

9Proposed Philip Benstead, seconded Eric Gill. The Standing Orders for General Meetings be amended to include the words: ‘Proxy votes where the chair of the meeting and or the Chair of Council has been authorised to use discretion shall be treated as abstentions.

This policy shall be highlighted in the notice of the meeting, the agenda and on proxy voting papers.’

Proposer’s note: The proposers believe that only votes cast by members who have expressed a view by instruction of a proxy who understands the member’s views on motions should be counted. This reduces the possibility of a block of discretionary votes being used to hinder the wishes of voting members.

Council response: Council strongly opposes this motion. Council believes that this proposal may contravene both the spirit and practice of the Companies Act which says all proxies must have all the powers of the member granting the proxy.

However, this issue has not yet been tested in a court of law. The motion discriminates against members who cannot attend the AGM and do not have access to a list of potential attendees to give their proxy. A member may wish to abstain on a motion and is allowed to do so but forcing abstentions by default is not a reasonable way of exercising a duty to the proxy voting member, or to the Club. Given discretion, the Chair has the potential to vote reflecting the debate.

10Proposed Philip Benstead, seconded Eric Gill. The Council shall publish within 2 months of the AGM reports to members on:
Charity Commission Registration of Cyclists’ Touring Club;

the new CTC website project;

payments between Cyclists’ Touring Club and CTC Charitable Trust;

and the replacement of the CTC Accounting system,

by posting it on the members’ part of the CTC website, with a notification to members in Cycle as soon as practicable.

Proposer’s note: This motion aims increase transparency and democratic accountability to members to the running and financing of CTC. We expect such reports to include a critique on lessons learned and the outcomes of each project, the costs of each activity and implications for members.

We believe that some of these activities have been withheld from directors and members and that CTC policies have not been followed.

Council response: Council opposes this proposal as an unnecessary use of the AGM process and because the Council does not accept the accusations made in the proposer’s note. The Council will however publish the information requested as part of normal Council reporting.
Philip Benstead
Secretary
CTC London – Working to promote the use of the cycle as a means of utility, transport or leisure for ALL.
Email to ctclondon@yahoogroups.co.uk
CTC London Twitter: @CTCLondon)