Governance Review - Member Consultation closed 12 Dec 10:00am

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Governance Review - Member Consultation closed 12 Dec 10:00am

Postby gaz » 29 Nov 2016, 7:22pm

Our Memorandum and Articles of Association are up for review. The primary aim is to bring them up to date, using current language to make them easier to understand. However it's not all a simple re-write, there are changes which some members may find controversial.

The Trustees will review the responses to these draft proposals before bringing a final set to the 2017 AGM. Any change to the AoA can only be made by a Special Resolution requiring a 75% majority of votes cast.

The proposals can be viewed here: http://www.cyclinguk.org/article/campai ... -documents

Perhaps I'll post some comments, perhaps I'll keep my own counsel. I'll have a closer look first.

Edit: Closed
Last edited by gaz on 12 Dec 2016, 10:10am, edited 1 time in total.
Hand wash only. Do not iron.

Psamathe
Posts: 9791
Joined: 10 Jan 2014, 8:56pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Psamathe » 29 Nov 2016, 7:26pm

Notng to do with me (I'm no longer a donor) but I do wonder what the point of this is given how the Executive seem perfectly happy to completely ignore their own rules when it suits them (or rather when their own rules don't suit them).

Maybe better to just say "Executive does what Executive wants".

Ian

Steady rider
Posts: 2164
Joined: 4 Jan 2009, 4:31pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Steady rider » 29 Nov 2016, 9:28pm

Copied from CTC AGM 2017
It seems they propose to allow trustees to have financial interest in the club, via loans, if I have this right.
The return on investment for the trustees may influence their decisions and agenda.

They also wish to be able to charge members who call for a poll of the whole club. This may discourage members from challenging any decisions made by CTC Council, even with the proposed articles allowing such challenges, they think 400 members (increased from 200 previously) should be required to support a call for a poll.

It states;

6.1.2 Members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity;
6.1.3 Members (including Trustees) may be paid a reasonable rent or hiring fee for property or equipment let or hired to the Charity; and
6.1.4 Members (including Trustees) who are beneficiaries of the Charity may receive charitable benefits from the Charity in that capacity.

A conflict of interest may arise if money is lent or property hired and the trustees can decide the rate for money lent and price or property for hiring. A 'reasonable rate' seems too imprecise a term.

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 29 Nov 2016, 9:41pm

The documents are lengthy, expect further notes in the coming days but here's a thought.

Following the 2016 AGM there was some subsequent controversy over the Trustees decision to "ignore" Motion 6. This was possible becasue Ordinary Motions are not binding on the Trustees. The AoA are binding on the Trustees. There may be some members who would like to see something added to the proposed AoA.

14.2 A person shall not be appointed as a Trustee:-
(a) unless he is 16 or over; or
(b) if he would immediately cease to hold office under the Articles; or
(c) if he has not been a fully paid-up member for at least a year prior to the closing date for nominations.
Last edited by gaz on 1 Dec 2016, 10:40pm, edited 1 time in total.
Hand wash only. Do not iron.

YEWBAB
Posts: 16
Joined: 12 Nov 2016, 2:43pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby YEWBAB » 29 Nov 2016, 9:52pm

When I leant that the CTC was going to consultant it members on the redrafting of the article of association I thoughts that the CTC COUNCIL had turn over a new leaf.

I then read the survey, boy was I disappointed.

What is your view on this exercise?
The questions are listed below

CONSULTATION TO OUR MEMBERS ON OUR CHARITY'S GOVERNING DOCUMENTS

Our Memorandum and Articles of Association have not been fundamentally reviewed for many years. With our AGM, earlier this year discussing the need for plain English in our governing documents, we are running a consultation ahead of submitting proposed changes to our next AGM in 2017.

Because the organisation has made changes from time to time, and because the documents don't use plain English, our Memorandum and Articles of Association are not sufficiently clear.

The governing documents (our memorandum and articles of association) of the Cyclists Touring Club '1' - the principal trading name for Cycling UK - have not been fundamentally reviewed for many years. The last significant changes were made when CTC became a charity. At that time the objects of CTC were refined and some other changes required to secure charitable status were made but a deliberate decision was also taken to avoid making more wide-spread changes to the memorandum and articles at that time. As a
result, our memorandum and articles of association remain a patchwork of provisions which have been amended from time to time since the company was first formed in 1887. The result is a document that is far from clear and very few of our Board members or staff have a close understanding of it.

And so, we need to streamline our governing documents to make them more user-friendly. However, we recommend that in doing so the fundamental elements of the articles of association: the objects, the composition of our Board of trustees, and the make-up of the company membership are not changed.

You will find on our website a copy of our Member Consultation on the Draft Memorandum and Articles of Association, a report highlighting the issues we would like you to note, and a copy of the Articles of Association as amended for your consideration.

The Trustees of the charity have reviewed the draft and the amended version incorporates their comments. We are now consulting the membership after which we will revert to the board.
Consultation
Once we have received and responded to the comments of members of Cycling UK, we will; (i) take a revised draft to the Trustees for approval; and
(ii) invite the members to pass a special resolution adopting the new articles of association at the 2017
AGM.

The draft articles of association reflect the recommendations of the Governance review, which were approved by Cycling UK’s members at the 2016 AGM. We are not reopening for further discussion decisions made during that process.

Please note that the closing date for this consultation is 10 am on Monday 12 December 2016.


'1' - The name of the charity is recorded with the apostrophe at the Charity Commission and without it at Companies House. Technically, therefore the company’s name lacks the apostrophe. This could be changed by Special Resolution at the same time as adopting the new articles.

Consultation to our members on our charity's governing documents

OBJECTS

Do you agree that the objects do not need to change at this time?

Yes

No

Consultation to our members on our charity's governing documents

POWERS


Do you agree that the powers of the charity should not be changed - and should remain as they are under the existing memorandum and articles of association?

Yes

No

Consultation to our members on our charity's governing documents


THE MEMBERS

Do you agree that the membership structure should remain unaltered?

Yes

No, please state your reason below

Do you agree that the Trustees should be able to change the membership fee without the approval of the membership at a general meeting?

Yes

No

Consultation to our members on our charity's governing documents

MEMBER BALLOTS


The draft articles of association keep the members ability to challenge a decision of the Trustees by seeking a poll of the whole membership is retained – see article 13. There are two key changes in the draft: the number of members who must sign a petition to initiate a ballot has been increased from 200 to 400, and the trustees may seek the cost of carrying out a ballot from the person who misuses the system.

Concerns have been raised over:
- the cost to the club of recent ballots
- the ease with which such ballots may be employed by individual members or a small groups of members; and
- the risk that such ballots may be misused.
- the Charity Commission’s view that the ballot mechanism is not suitable for a charity.

Do you agree:

(a) that members should be able to call for a ballot in this way?

0 Yes
0 No

Do you agree:

(b) that the ability for members to cause a ballot in this way should be restricted?

Yes

No


Do you agree:

(c) that the Trustees should be able to recover the reasonable costs incurred in carrying out the ballot if they ‘reasonably conclude that a Petition is not lodged in good faith or is designed to achieve aims other than the best interests of the Charity’?

Yes

No

Consultation to our members on our charity's governing documents


APPOINTMENT/REMOVAL OF TRUSTEES

Do you agree that:

(a) the composition of the board should be as approved in the

Governance Review?

Yes

No

Do you agree that:
(b) the relevant section of the articles of association is in plain English and helpful? Articles of Association as Amended

Yes

No

Consultation to our members on our charity's governing documents


OTHER PROVISIONS

Do you have any other queries or comments related to the document?

No

Yes, please comment below

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 29 Nov 2016, 9:59pm

YEWBAB wrote:What is your view on this exercise?

My first thought, hyperlinks are neater than cut and paste.
Hand wash only. Do not iron.

User avatar
RickH
Posts: 4364
Joined: 5 Mar 2012, 6:39pm
Location: Horwich, Lancs.

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby RickH » 29 Nov 2016, 10:03pm

Steady rider wrote:Copied from CTC AGM 2017
It seems they propose to allow trustees to have financial interest in the club, via loans, if I have this right.
The return on investment for the trustees may influence their decisions and agenda.

They also wish to be able to charge members who call for a poll of the whole club. This may discourage members from challenging any decisions made by CTC Council, even with the proposed articles allowing such challenges, they think 400 members (increased from 200 previously) should be required to support a call for a poll.

It states;

6.1.2 Members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity;
6.1.3 Members (including Trustees) may be paid a reasonable rent or hiring fee for property or equipment let or hired to the Charity; and
6.1.4 Members (including Trustees) who are beneficiaries of the Charity may receive charitable benefits from the Charity in that capacity.

A conflict of interest may arise if money is lent or property hired and the trustees can decide the rate for money lent and price or property for hiring. A 'reasonable rate' seems too imprecise a term.

The Charity Commission have quite extensive rules on how a charity needs to act & whether it needs to seek direct permission for payments, other than reasonable expenses (travel, accommodation, etc. directly incurred undertaking trustee business). They have a web page with quite lengthy details on expenses and payments and conflicts of interest.

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 29 Nov 2016, 10:50pm

The consultation documents are lengthy and detailed. Ideally I should print them out, find some highlighter pens and start comparing the proposed new version of the AoA with the old. Consider these comments some first thoughts.
It is no longer necessary to include reference to the allocation of members to an electoral division, since at the 2016 AGM the members approved the proposal to hold a single election to choose Trustees, rather than holding elections on a regional basis. We have therefore removed that provision.

This aims to remove the following clause:
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.

One consequence, intended or otherwise, is that it will be harder to make any future return to a system of regional Trustee elections. Article 5.1 allows the membership to set the number of Trustees for each division by Ordinary Motion at the AGM, (50%+) If 5.1 is erased then a Special Resolution (75%+ majority) would be required for any future change to Trustee numbers.

Edit: Removed an erroneous reference to the membership setting the number of electoral divisions. This is a power of the Trustees.
Last edited by gaz on 16 Dec 2016, 9:40am, edited 1 time in total.
Hand wash only. Do not iron.

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 29 Nov 2016, 11:27pm

That brings us on to another clause in the proposed AoA.
14. APPOINTMENT OF TRUSTEES
14.1 The Trustees shall comprise up to twelve people, including:
(a) at least nine Elected Trustees elected under Article 16;
(b)Co-opted Trustees appointed under Article 17;and
(c)the Senior Independent Trustee appointed under Article 18.

With the commentary indicating this is the size of the Board as approved by the 2016 AGM. IMO that is not the whole story.

Whilst the 2016 AGM did set the numbers of the current board it did not change the limits on the numbers of the board in future which are defined in the AoA. The current AoA state:
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. Co-opted 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.

The current AoA allow for the members to vary the number of Councillors (see 5.4) by an Ordinary Motion (50%+ majority) so long as the number remains within the above bounds. If the proposed AoA go ahead any future change would require a Special Motion (75%+ majority).

Eagle eyed readers will also note that 5.1 in the current AoA also provides that:
Co-opted Councillors shall not have the right to vote at Council Meetings or in postal ballots.

The proposed AoA are subtely different in their treatment of Co-opted Trustees.
20.6 Every Trustee has one vote on each issue ...
Hand wash only. Do not iron.

Psamathe
Posts: 9791
Joined: 10 Jan 2014, 8:56pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Psamathe » 30 Nov 2016, 10:22am

I wonder if the CTC/CUK will ever get round to thinking about cyclists and cycling again. I can appreciate e.g. why they were so anti -considering any minimum passing distance regulations as they must have been far too busy with Governance Reviews, Articles of Association changes, re-branding, etc.

And all this inward looking stuff is all costing members (sorry, donors) money that could otherwise be spent on improving things for cyclists and cycling.

Ian

Steady rider
Posts: 2164
Joined: 4 Jan 2009, 4:31pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Steady rider » 30 Nov 2016, 10:33am

It seems to me the general direction taken has been to remove members influence and have a smaller group controlling the club, more towards an elitism system. The Charity Commission seems to be opposed to members having a right to poll the whole club, less democratic approach than the CTC tradition.

The move to be being a charity was in part based on paying less tax or any tax, I assume. Can anyone point to the changes in revenue that have occurred due to the charitable status? It seems regrettable that the change to charitable status has fostered other changes leading to fewer representatives and a division between an imposed value of a trustee having to put the interests of the charity over that of the interest of members, previously they would have had the option to decide on the merits. With hindsight if the tax status could have been as a 'good cause' with some benefits, rather than as a charity imposing values not in keeping with the CTC tradition.

The Consultation is based on 10 selected questions. Three questions related to a poll of the whole club.
it states;

MEMBER BALLOTS

The draft articles of association keep the members ability to challenge a decision of the Trustees by seeking a poll of the whole membership is retained – see article 13. There are two key changes in the draft: the number of members who must sign a petition to initiate a ballot has been increased from 200 to 400, and the trustees may seek the cost of carrying out a ballot from the person who misuses the system.

Concerns have been raised over:
- the cost to the club of recent ballots
- the ease with which such ballots may be employed by individual members or a small groups of members; and
- the risk that such ballots may be misused.
- the Charity Commission’s view that the ballot mechanism is not suitable for a charity.


'the ease with which such ballots may be employed by individual members or a small groups of members'
Asking and having 200 people to sign a petition I would not say is an easy task or a small group. I am aware of one poll of the club but not sure how many polls have occurred in its history. The recent poll came about due to serious concerns and thus gained the support of many more than 200 members.
it states;
the trustees may seek the cost of carrying out a ballot from the person who misuses the system

A poll of the whole club is the only mechanism where a decision of the club can be challenged - it is included to allow challenges and 200 members must be seriously concerned I assume to support such a challenge. I have my doubts about any changes to the 200 required and doubt if it would be legally sound for the trustees to decide both that 'the person who misuses the system' and then seeks costs. Such a person may be able to sue the club having obtained the support of 200 people who would I assume say they had serious concerns and was presented in the right format and requirements.
It states
the Charity Commission’s view that the ballot mechanism is not suitable for a charity
So why did they accept the club as being suitable for a charity, knowing it is part of the AoA?

YEWBAB
Posts: 16
Joined: 12 Nov 2016, 2:43pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby YEWBAB » 1 Dec 2016, 12:13am

gaz wrote:That brings us on to another clause in the proposed AoA.
14. APPOINTMENT OF TRUSTEES
14.1 The Trustees shall comprise up to twelve people, including:
(a) at least nine Elected Trustees elected under Article 16;
(b)Co-opted Trustees appointed under Article 17;and
(c)the Senior Independent Trustee appointed under Article 18.

With the commentary indicating this is the size of the Board as approved by the 2016 AGM. IMO that is not the whole story.

Whilst the 2016 AGM did set the numbers of the current board it did not change the limits on the numbers of the board in future which are defined in the AoA. The current AoA state:
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. Co-opted 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.

The current AoA allow for the members to vary the number of Councillors (see 5.4) by an Ordinary Motion (50%+ majority) so long as the number remains within the above bounds. If the proposed AoA go ahead any future change would require a Special Motion (75%+ majority).

Eagle eyed readers will also note that 5.1 in the current AoA also provides that:
Co-opted Councillors shall not have the right to vote at Council Meetings or in postal ballots.

The proposed AoA are subtely different in their treatment of Co-opted Trustees.
20.6 Every Trustee has one vote on each issue ...



Gaz

You have highlighted the consequences of the proposal changes but you have stated you view on them

User avatar
Graham
Moderator
Posts: 5817
Joined: 14 Dec 2006, 8:48pm

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Graham » 1 Dec 2016, 8:44am

It states;

6.1.2 Members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity;
6.1.3 Members (including Trustees) may be paid a reasonable rent or hiring fee for property or equipment let or hired to the Charity; and
6.1.4 Members (including Trustees) who are beneficiaries of the Charity may receive charitable benefits from the Charity in that capacity.

If I were I a member, I would be asking some probing questions about this proposal.

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 1 Dec 2016, 8:49am

YEWBAB wrote:Gaz

You have highlighted the consequences of the proposal changes but you have stated you view on them

I've highlighted some consequences of the changes and I will take time to look for more. What I think of them doesn't matter beyond the one vote that I get to cast at the AGM. It will be my choice when I share my views and when I keep my own counsel.

Above I described a possible additional clause 14c. I voted against the 2016 AGM motion on which that suggestion is based, however the membership passed the motion.

I do not know what proportion of the membership are deeply upset, offended and concerned that the Trustees "ignored" the motion and what proportion of the membership accept the Trustees explanation that they "considered" the motion before acting in the best interests of the Charity. I do know that inserting such a clause would stop it happening again.

I remain of the opinion that such a clause is unnecessary.

What I do find interesting is that none of the Trustees' critics on the forum suggested the reason the Trustees chose to hold an election when they could have co-opted two new Trustees was to ensure the new Trustees had voting rights :wink: .
Hand wash only. Do not iron.

User avatar
gaz
Posts: 13569
Joined: 9 Mar 2007, 12:09pm
Location: Kent, car park of England

Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 1 Dec 2016, 9:06am

Graham wrote:
It states;

6.1.2 Members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity;
6.1.3 Members (including Trustees) may be paid a reasonable rent or hiring fee for property or equipment let or hired to the Charity; and
6.1.4 Members (including Trustees) who are beneficiaries of the Charity may receive charitable benefits from the Charity in that capacity.

If I were I a member, I would be asking some probing questions about this proposal.

I am a member and I would encourage people to look at the proposals and raise queries, but I see nothing sinister in the above. It is simply replacing "Councillors" with "Trustees" and "Club" with "Charity" throughout equivalent clauses in the current AoA.
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.
Hand wash only. Do not iron.