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.
(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:
18.104.22.168 promoting, assisting and protecting the use of bicycles, tricycles and other similar vehicles on the public roads and public rights of way; and
22.214.171.124 promoting and safeguarding the interests of riders of bicycles, tricycles and other similar vehicles (hereinafter referred to as “cyclists”); and
126.96.36.199 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:
188.8.131.52 promoting and increasing appreciation of the countryside and places of public
184.108.40.206 establishing and protecting access thereto by cycle and on foot, and
220.127.116.11 preserving and improving amenities, and
18.104.22.168 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
(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.
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.
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.