An update on Cycling UK's Board of Trustees' elections

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Philip Benstead
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Philip Benstead » 31 Oct 2016, 7:52pm

Please i am not being pedantic I still do not see the legal justification on this please explain in simple terms. How you can get around the following statement that was used at the council meeting and was ignored with no comment by the legal bod, because nobody asked him.
FROM Articals of the CTC
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.

https://www.gov.uk/government/publicati ... tings-cc48

ICSA/ Charity Commission
Charities and Meetings - Trustees & governance
41. It should be remembered that decisions reached at a trustee or members’ meeting are collective decisions and the decision is binding upon all charity trustees and members. It is for this reason that all charity trustees/members are encouraged to participate in all debates. advice on minutes of meetings is given in paragraphs 57-69.
46. At a general meeting the Chair should make it clear to members which decisions (if any) voted upon by the members are binding on the charity trustees. It may be that the voting is merely a recommendation to the charity trustees.
81. Whether the charity is required to have an AGM or simply organises a users’ meeting, the charity trustees are only bound to act on decisions taken by the members where the governing document directs that those matters have to be decided at such a meeting. It is important that charity trustees are clear about the status and purpose of the AGM and that this is clearly communicated to those attending.
Philip Benstead | Life Member Former CTC Councillor/Trustee
Organizing events and representing cyclist in southeast since 1988
Bikeability Instructor/Mechanic

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gaz
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Re: An update on Cycling UK's Board of Trustees' elections

Postby gaz » 31 Oct 2016, 8:49pm

Philip Benstead wrote:Please i am not being pedantic I still do not see the legal justification on this please explain in simple terms. How you can get around the following statement that was used at the council meeting and was ignored with no comment by the legal bod, because nobody asked him.

There's no need to "get around the following statement". You only need to understand it. I wasn't at the Council meeting, I don't know what transpired, perhaps nobody asked for legal clarification because they understood how 6.1 works.

I've explained it before in the Club Rules thread, I'll try again.

In that thread you apply the following emphasis to AoA 6.1
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.

Your interpretation is that the AGM has directed Council in how it should act and that AoA 6.1 makes that direction binding. Your interpretation ignores the context of the text you have expressed in bold, your interpretation is wrong.

[My commentary]
POWERS OF THE COUNCIL
6.1 The transaction of the business of the Club and its entire management shall be vested in the Council ["Council" is empowered to run "the Club"], 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 ["Council" are the body that may exercise all the powers of "the Club", see AoA 1.8] and are not hereby [by specific entries in the AoA, e.g. 4.4] or by statute [by Company, Charity or other law] expressly directed or required to be done by the Club in General Meeting. ["Council" cannot transact business that either our AoA or the law direct or require to be done by "the Club" at AGM]

My own interpetation is that decisions on matters raised at the AGM are only binding on the Trustees if either the law or our AoA specify that such decision must be made at AGM.

Charities and meetings (CC48) (my underline) both expects and supports that position.
Annual General Meetings

81. Whether the charity is required to have an AGM or simply organises a users’ meeting, the charity trustees are only bound to act on decisions taken by the members where the governing document directs that those matters have to be decided at such a meeting. It is important that charity trustees are clear about the status and purpose of the AGM and that this is clearly communicated to those attending.


CC48 states that where our AoA direct that a decision must be made by the members at an AGM the outcome of the AGM vote will be binding on the Trustees. I have already given an example of a decision that the AoA say must be decided at an AGM, setting membership fees as directed by Article 4.4.

AIUI company legislation is why the AGM adopts the minutes of the previous meeting, approves the annual report and appoints auditors. AoA 4.4 is why the AGM frequently votes on membership rates. All these matters are binding on Council because either the law or our AoA state that they are matters for the members to determine in General Meeting.

Council have stated their reasons for proceeding as they did, in my view that amounts to their justification. They are not my decisions to justify. Members and non-members alike can form their own opinions on the matter as they see fit.
There'll be tarmac over, the white cliffs of Dover ...

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Philip Benstead
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Philip Benstead » 31 Oct 2016, 9:29pm

gaz wrote:
Philip Benstead wrote:Please i am not being pedantic I still do not see the legal justification on this please explain in simple terms. How you can get around the following statement that was used at the council meeting and was ignored with no comment by the legal bod, because nobody asked him.

There's no need to "get around the following statement". You only need to understand it. I wasn't at the Council meeting, I don't know what transpired, perhaps nobody asked for legal clarification because they understood how 6.1 works.

I've explained it before in the Club Rules thread, I'll try again.

In that thread you apply the following emphasis to AoA 6.1
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.

Your interpretation is that the AGM has directed Council in how it should act and that AoA 6.1 makes that direction binding. Your interpretation ignores the context of the text you have expressed in bold, your interpretation is wrong.

What is the point of the AGM then, there is no requirement to have AGM.

What is the point of "directed or required to be done by the Club in General Meeting" they could just say the AGM decided on the membership subs

[My commentary]
POWERS OF THE COUNCIL
6.1 The transaction of the business of the Club and its entire management shall be vested in the Council ["Council" is empowered to run "the Club"], 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 ["Council" are the body that may exercise all the powers of "the Club", see AoA 1.8] and are not hereby [by specific entries in the AoA, e.g. 4.4] or by statute [by Company, Charity or other law] expressly directed or required to be done by the Club in General Meeting. ["Council" cannot transact business that either our AoA or the law direct or require to be done by "the Club" at AGM]

My own interpetation is that decisions on matters raised at the AGM are only binding on the Trustees if either the law or our AoA specify that such decision must be made at AGM.

Charities and meetings (CC48) (my underline) both expects and supports that position.
Annual General Meetings

81. Whether the charity is required to have an AGM or simply organises a users’ meeting, the charity trustees are only bound to act on decisions taken by the members where the governing document directs that those matters have to be decided at such a meeting. It is important that charity trustees are clear about the status and purpose of the AGM and that this is clearly communicated to those attending.


CC48 states that where our AoA direct that a decision must be made by the members at an AGM the outcome of the AGM vote will be binding on the Trustees. I have already given an example of a decision that the AoA say must be decided at an AGM, setting membership fees as directed by Article 4.4.

AIUI company legislation is why the AGM adopts the minutes of the previous meeting, approves the annual report and appoints auditors. AoA 4.4 is why the AGM frequently votes on membership rates. All these matters are binding on Council because either the law or our AoA state that they are matters for the members to determine in General Meeting.

Council have stated their reasons for proceeding as they did, in my view that amounts to their justification. They are not my decisions to justify. Members and non-members alike can form their own opinions on the matter as they see fit.
Philip Benstead | Life Member Former CTC Councillor/Trustee
Organizing events and representing cyclist in southeast since 1988
Bikeability Instructor/Mechanic

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gaz
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Re: An update on Cycling UK's Board of Trustees' elections

Postby gaz » 31 Oct 2016, 10:19pm

It's taken quite a while for me to identify what you've added above. I may have missed something.
Philip Benstead wrote:What is the point of the AGM then, there is no requirement to have AGM.

We are not just a Charity, we are also a Company. AIUI Company Law requires the members to vote at AGM to accept the minutes of the previous AGM, approve the annual report and appoint our auditors. The Company is required to hold an AGM.

If there is some future move to make current members "supporters" there will still need to be members, possibly just the Trustees.

Philip Benstead wrote:What is the point of "directed or required to be done by the Club in General Meeting" they could just say the AGM decided on the membership subs

They do say that in a number of clauses, e.g. 4.2 and 4.4. The AoA are a legal document and there will be legal requriements as to how they are worded. Presumably that is why 6.1 makes the "...hereby or by statute expressly directed or required to be done by the Club in General Meeting" reference.

I do not know how our Articles of Association (formerly Memorandum and Articles of Association) have developped over our history. I do not know which clauses are there through legal necessity and which are there purely to assist the practical running of the organisation. The AoA are binding on Council, part of their purpose is to limit Council's powers.
There'll be tarmac over, the white cliffs of Dover ...

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Philip Benstead
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Philip Benstead » 31 Oct 2016, 10:30pm

gaz wrote:It's taken quite a while for me to identify what you've added above. I may have missed something.
Philip Benstead wrote:What is the point of the AGM then, there is no requirement to have AGM.

We are not just a Charity, we are also a Company. AIUI Company Law requires the members to vote at AGM to accept the minutes of the previous AGM, approve the annual report and appoint our auditors. The Company is required to hold an AGM.

If there is some future move to make current members "supporters" there will still need to be members, possibly just the Trustees.

Philip Benstead wrote:What is the point of "directed or required to be done by the Club in General Meeting" they could just say the AGM decided on the membership subs

They do say that in a number of clauses, e.g. 4.2 and 4.4. The AoA are a legal document and there will be legal requriements as to how they are worded. Presumably that is why 6.1 makes the "...hereby or by statute expressly directed or required to be done by the Club in General Meeting" reference.

I do not know how our Articles of Association (formerly Memorandum and Articles of Association) have developed over our history. I do not know which clauses are there through legal necessity and which are there purely to assist the practical running of the organisation. The AoA are binding on Council, part of their purpose is to limit Council's powers.
If we are a charity the trustees do not follow the other requirements of the charity as per the other motions passed at the agm as to staff salary and justification for it as recommended by NCVO. Unless the members can get control at the next AGM We might as well just give up and form a new membership organization.
Philip Benstead | Life Member Former CTC Councillor/Trustee
Organizing events and representing cyclist in southeast since 1988
Bikeability Instructor/Mechanic

Psamathe
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Psamathe » 31 Oct 2016, 10:33pm

If the AGM is totally unbinding then paying for hall rental, expenses of officials, etc. is a waste of money. And a charity has a responsibility not to waste money on irrelevancies.

gaz wrote:...
We are not just a Charity, we are also a Company. AIUI Company Law requires the members to vote at AGM to accept the minutes of the previous AGM, approve the annual report and appoint our auditors. The Company is required to hold an AGM.
...

My understanding is that a private limited company has no obligation to hold an AGM unless specified in the Articles (since 2007). So why have any requirement for holding an AGM is decisions made at that AGM are irrelevant and ignored. It becomes nothing more than a total waste of money and time - something any charity should be using wisely.

Ian

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gaz
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Re: An update on Cycling UK's Board of Trustees' elections

Postby gaz » 31 Oct 2016, 10:44pm

Regulator gave some very broad advice on this back in 2010 before we became a Charity (my underline).
Regulator wrote:Contrary to what is being said by the proponents of these changes, the proposed new structure will put the 'public interest' first. The members and their benefits will be secondary.

Effectively, members will become second class citizens in their own club. Council and National Office will be able to override the wishes of members, even where instructed by an AGM, using the 'public interest' argument. ...

I hope Philip will trust Regulator's judgement on these matters even if he doubts mine.

John Catt replied.
John Catt wrote:Here I have to point out that the Council (which controls National Office) can already over-ride the instructions of an AGM. In law an AGM and the M&AA can only restrict what a Board does. They can't make it do anything.

By way of example, suppose a resolution was passed at a Company AGM instructing it to put a man on the moon next year. They wouldn't have the resources and so would ignore the instruction. It would also be outside the objective of the organisation so they could be found liable if they used any of the organisations resources trying.

Of course shareholders could replace the Board at the next election, but the instruction wouldn't have been carried out. That said it is probably only a foolish Board of directors that would ignore a resolution of shareholders. ...

The current Board have made it clear that in their view they did not ignore the AGM resolution, simply that they considered it and chose a different course in the 'public interest'.
There'll be tarmac over, the white cliffs of Dover ...

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gaz
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Re: An update on Cycling UK's Board of Trustees' elections

Postby gaz » 31 Oct 2016, 10:54pm

Psamathe wrote:My understanding is that a private limited company has no obligation to hold an AGM unless specified in the Articles (since 2007).

Always willing to be corrected, our AoA require an AGM, Article 8.1.

I doubt that I can add anything further to this discussion.
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Philip Benstead
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Philip Benstead » 31 Oct 2016, 10:56pm

gaz wrote:
Psamathe wrote:My understanding is that a private limited company has no obligation to hold an AGM unless specified in the Articles (since 2007).

Always willing to be corrected, our AoA require an AGM, Article 8.1.


But the articals are going to be change next year that could be taken out
Philip Benstead | Life Member Former CTC Councillor/Trustee
Organizing events and representing cyclist in southeast since 1988
Bikeability Instructor/Mechanic

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gaz
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Re: An update on Cycling UK's Board of Trustees' elections

Postby gaz » 31 Oct 2016, 11:01pm

Yes, it could even be left in.
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Re: An update on Cycling UK's Board of Trustees' elections

Postby meic » 31 Oct 2016, 11:03pm

The current Board have made it clear that in their view they did not ignore the AGM resolution, simply that they considered it and chose a different course in the 'public interest'.

They are taking a much more literal meaning of ignore than most people would.
I certainly dont think it fits with the impression that John Catt was trying to give.
Not much validity in the trust part of trustees with these goings on.
I think that he was mistaken on another point, the board can ignore a resolution of the "shareholders" without fear of repercussions.
Yma o Hyd

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Philip Benstead
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Philip Benstead » 31 Oct 2016, 11:07pm

Is the CTC lost cause, as the trustees and PT won, should we just give up and let the friends of CUK live a live of seeking grants for project and not to use member monies for members benefits? :mrgreen:
Philip Benstead | Life Member Former CTC Councillor/Trustee
Organizing events and representing cyclist in southeast since 1988
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Psamathe
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Re: An update on Cycling UK's Board of Trustees' elections

Postby Psamathe » 31 Oct 2016, 11:09pm

Do those members that spend their time and money going to these AGMs appreciate that what they decide there is irrelevant and that the organisation just does what it wants irrespective of the decisions they contribute towards ?

Would anybody bother to turn-up to an AGM if they realised that the decisions made there can be and are ignored just a few weeks after they were made ?

Is this any way to treat those who contribute their time and money to the organisation ?

Ian

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Re: An update on Cycling UK's Board of Trustees' elections

Postby Philip Benstead » 31 Oct 2016, 11:12pm

Psamathe wrote:Do those members that spend their time and money going to these AGMs appreciate that what they decide there is irrelevant and that the organisation just does what it wants irrespective of the decisions they contribute towards ?

Would anybody bother to turn-up to an AGM if they realised that the decisions made there can be and are ignored just a few weeks after they were made ?

Is this any way to treat those who contribute their time and money to the organisation ?

Ian
Members are cash cow , let them think they have some power, the poor fools :mrgreen:
Philip Benstead | Life Member Former CTC Councillor/Trustee
Organizing events and representing cyclist in southeast since 1988
Bikeability Instructor/Mechanic

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Re: An update on Cycling UK's Board of Trustees' elections

Postby meic » 31 Oct 2016, 11:12pm

Philip Benstead wrote:Is the CTC lost cause, as the trustees and PT won, should we just give up and let the friends of CUK live a live of seeking grants for project and not to use member monies for members benefits? :mrgreen:

Yes that happened the day that the membership's votes approved Charity Status.
Yma o Hyd