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

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

Postby gaz » 1 Dec 2016, 7:21pm

AndyK wrote:The fact remains that the only follow-up we've seen from those unfortunate events is an attempt to change the Articles to deter people from doing it in future, for whatever reason. No "Sorry, we handled that badly, we'll try to improve."

The most obvious outcome was that the members endorsed Council's decision. Perhaps our elected Trustees felt vindicated in their view that there had been adequate consultation with the membership before the rebrand. I don't recall any "sorry, we badly misjudged the views of the wider membership" from the petitioners.

Perhaps, just perhaps, the Trustees do feel "we handled the re-brand process badly, we'll try to improve". They are now consulting on the proposed changes to the AoA, doesn't that seems like an improvement to you?

An outcome of the Poll is that the Trustees have received expressions of concern that the system could be abused (I don't know who those expressions of concern have come from, conceivably it was from the membership rather than the Trustees themselves). Would it be an improvement to ignore those expressed concerns and propose no change to the provision to call a Poll of the Whole Club?
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gaz
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 1 Dec 2016, 7:32pm

Steady rider wrote:
13.6 If the Trustees 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, the Trustees may require the petitioning Members to bear the reasonable costs properly incurred by the Charity in conducting the poll and implementing the result.

I assume if one third of the trustees call for a poll they would not be subject to 13.6 as it mentions 'Members'.

I expect your interpretation is correct, even where a Trustee is a Member. However Trustees are legally bound to act in the best interests of the Charity, Members are not. If a Trustee takes actions that are not in the best interests of the Charity they would be legally liable by default, there is no need for a clause in the AoA.
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Steady rider » 1 Dec 2016, 7:46pm

The best interests of the charity is probably served by gaining most support for the 'objects'. This is probably best achieved with the widespread support of members, in promoting cycling, providing local groups and generally supporting the 'object'.

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

Postby PH » 1 Dec 2016, 8:09pm

I am utterly opposed to the idea that members would be liable for the cost of a poll.
I have no objection to the idea of raising the bar for the number of members calling for one, providing access to the membership was available, an announcement in Cycle clips and Cycle ought to do it. A poll about a poll if you like, it might give an indication of feeling and allow either faction to reconsider .

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

Postby AndyK » 1 Dec 2016, 9:36pm

gaz wrote:The most obvious outcome was that the members endorsed Council's decision. Perhaps our elected Trustees felt vindicated in their view that there had been adequate consultation with the membership before the rebrand. I don't recall any "sorry, we badly misjudged the views of the wider membership" from the petitioners.

I don't recall the trustees claiming that there had been adequate consultation. They couldn't really, as the amount of consultation that took place on the name "Cycling UK" was... none. You may recall that the only reason anyone heard about it before the grand launch date was that I stumbled across a trademark application for it on the IPO website. The trustees' line was that the choice of the new name did not require consultation with the membership.

The petitioners raised the issue that such a major decision ought to involve the membership, and moved to ensure that it did. They were right to do so, and have no need to apologise. The fact that they 'lost' doesn't negate the validity of their concerns over the way in which the new name was implemented.

As I said, you have a very charitable view of the trustees' motives here. I have a more cynical one. I hope you are proved right.

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

Postby gaz » 2 Dec 2016, 9:07am

AndyK wrote:The petitioners raised the issue that such a major decision ought to involve the membership, and moved to ensure that it did. They were right to do so, and have no need to apologise. The fact that they 'lost' doesn't negate the validity of their concerns over the way in which the new name was implemented.

IMO the Poll was lodged in good faith because the petitioners felt the specific rebrand to Cycling UK was not in CTC's best interests. There is indeed no need for the petitioners to apologise for their actions. I rather lost track of that in my last post. Sorry, I will strive to improve.
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AndyK
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby AndyK » 2 Dec 2016, 6:45pm

gaz wrote:IMO the Poll was lodged in good faith because the petitioners felt the specific rebrand to Cycling UK was not in CTC's best interests. There is indeed no need for the petitioners to apologise for their actions.

Not wanting to go on and on, but... it's worth considering how such a situation would play out in future.

Group of members: "We believe that the trustees have made a decision that is not in the charity's best interests, so we want to challenge that decision via a poll of the whole membership."

Trustees: "We made the decision, so (obviously) we believe that the decision is in the charity's best interests. Therefore we believe that your poll is not in the charity's interests; therefore we're going to make you pay for it."

The sole arbiters of whether the poll is in the charity's interests - and therefore whether the lead petitioner gets landed with the costs - are the very group whose decision is being challenged. And remember that's regardless of whether the petitioners win the vote or not. I don't see how that's a balanced or fair process.

Sorry, I will strive to improve.

Don't we all. :-)

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

Postby Steady rider » 2 Dec 2016, 8:02pm

13.6 If the Trustees 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, the Trustees may require the petitioning Members to bear the reasonable costs properly incurred by the Charity in conducting the poll and implementing the result.

'petitioning Members' so they could try and collect costs from all those who signed, I suppose. This could deter members from signing a petition in the first place. An incitement not to oppose any decision taken by the trustees. It would amount to a form of maladministration in my view. Asking members to approve decisions by the trustees but not allowing members to oppose a decision without incurring a possibly levy for opposition, is in effect trying to stifle the opposition.

'costs properly incurred by the Charity in conducting the poll and implementing the result'
depending on the requirements of the petition the costs of 'implementing the result' may be unknown.

The 13.6 suggestion lacks merit in its method and alternative ideas could be considered or better still omit the suggestion.

A simple solution may be along the lines off, any decision taken by the trustees can be challenged by 100 members signing a petition, and by referring the issue to all larger member groups, so the member groups via their AGM could cast their vote. This could in practice mean a much cheaper process and keep costs in house. Member groups could collectively have the options to support, oppose or defer implementing a trustees decision and ask for more information. A more consultative process with possible agreement on compromise solutions. Enquiries with member groups to see if they would be interested could be made and draft details circulated. Member groups could also have the option to call/recommend a vote of the whole club.

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

Postby gaz » 2 Dec 2016, 8:42pm

It may be worth considering the Charity Commission's expressed views on the current provision in our AoA for a Poll of the Whole Club. That is one of the things the Trustees say guided them in reaching these proposals for keeping provision for a Poll of the Whole Club in the AoA.

The Charity Commission have advised against keeping the article. They've advised that if we retain the article then petitioners should be warned that they may be liable for any costs associated with binding the Trustees to a different course of action.

I'm certain the Trustees have sought legal guidance in choosing the wording of the proposed amendments to the AoA. I'm certain they'd seek legal advice before challenging a petition as not having been made in good faith. The Trustees would not become ultimate arbiter, that would still be the courts.

The Trustees are now consulting the members, let's all make sure our voices are heard.
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gaz
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 2 Dec 2016, 9:05pm

Steady rider wrote:A simple solution may be along the lines off, any decision taken by the trustees can be challenged by 100 members signing a petition, and by referring the issue to all larger member groups, so the member groups via their AGM could cast their vote. This could in practice mean a much cheaper process and keep costs in house. Member groups could collectively have the options to support, oppose or defer implementing a trustees decision and ask for more information. A more consultative process with possible agreement on compromise solutions. Enquiries with member groups to see if they would be interested could be made and draft details circulated. Member groups could also have the option to call/recommend a vote of the whole club.

Replace the provision to call a Poll of the Whole Club with a provision to call a Poll of Parts of the Club? (but only the "larger" parts :wink:). Let MG's "opt out" of decisions taken by the elected Trustees who were elected by the Membership to exercise the powers of the Club? (let the tail wag the dog :wink:). In order to adopt a more consultative process, only consult with Members who take part in MG activities? (give MG Members greater rights than non-MG Members :wink:)

You are kidding, aren't you? :? Its not 1979, time has moved on :wink: .
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Steady rider » 2 Dec 2016, 9:42pm

The half suggestion was seeking a cheaper option, perhaps an intermediate process, prior to a possible full poll process if insisted on. When major changes are proposed for running say X party, details are discussed by delegates, details are circulated to all members, groups discuss, policy is put to conference etc, a lot of discussion. The CTC seem to cut corners on discussion.

As for the Charity Commission, their view and legal opinion could be questioned in some ways. they say in regards to a poll of the whole club

CC to CTC 28th Feb
Article 11 – Poll of the whole Club
For all of the above reasons it is not an appropriate provision for a charity and we would strongly recommend that it is deleted. Ultimately, the decision whether or not to do so is one for the members of the company.


The trustees and Charity Commission agreed to let the CTC become a charity knowing that provision existed for calling a poll of the whole club to override a trustees decision. Members joined knowing their liability is limited to 50p, as detailed in the articles at the time of joining. It seems All other issues are speculation about costs. If the trustees wanted to take legal action about a petition they would have to consider if members were only liable for 50p each, is this the case? Any legal opinion on this aspect? The CTC provides member benefits in addition to public benefits but the Charity Commission view it from purely a charity acting for the public, this is not the case.

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

Postby gaz » 2 Dec 2016, 10:19pm

I agree that the provision for a Poll of the Whole Club is not incompatible with CTC being a Charity. If it were then the Charity Commission would have disallowed our application. The Charity Commission have expressed a view that it is inappropriate and explained why they feel that is the case.

For all of the above reasons it is not an appropriate provision for a charity and we would strongly recommend that it is deleted. Ultimately, the decision whether or not to do so is one for the members of the company.

It is ultimately a decision of the Members because the Companies Act 2006 requires our Members to approve any change to the AoA by passing a Special Resolution (75% majority at an AGM).

Steady rider wrote:Members joined knowing their liability is limited to 50p, as detailed in the articles at the time of joining.

The Cyclists' Touring Club Ltd, a company limited by guarantee. This refers to the limit of a Members liability exclusively in the event of the Club being wound up.

I'm quoting from the proposed version of the AoA because the language is a little clearer, the current edition does set the limit as 50p (10 shillings).
7.2 Every Member of the Charity undertakes to contribute to the assets of the Charity in the event of the same being wound up while he is a Member or within one year after he ceases to be a Member for payment of the debts and liabilities of the Charity contracted before he ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1
Last edited by gaz on 2 Dec 2016, 11:52pm, edited 1 time in total.
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby gaz » 2 Dec 2016, 10:38pm

Steady rider wrote:The CTC provides member benefits in addition to public benefits but the Charity Commission view it from purely a charity acting for the public, this is not the case.

Many member benefits have been provided through the CTC Charitable Trust since 2005. All member benefits have been provided by CTC Charity since the conversion. Members are receiving charitable benefits.

Notes from the lead up to Charity conversion:
Membership, Groups, services etc.

CTC Council looked at the main benefits of CTC membership when charitable status was discussed in 2003 and compared them to the requirements set by the Charity Commission for membership activities to be charitable in purpose. It also considers the feedback from members about the value and purpose of individual services and activities on an ongoing basis.

As the Council was satisfied that many activities provided as part of CTC membership meet the requirements to be considered charitable these services were moved to CTC Charitable Trust in 2005.

Council's Position

After changes in the 2006 Charities Act and further policy changes by the Charity Commission we are now confident that the provision of all CTC member services can be considered charitable.
...

Again quoting the proposed AoA, one you asked about up thread.
6.1.4 Members (including Trustees) who are beneficiaries of the Charity may receive charitable benefits from the Charity in that capacity.

I think that is the clause that allows the Charity to provide members with charitable benefits.

A comparable clause exists in the current AoA, the changes are only to the terminology used.
2.1.4 Members (including Councillors) who are beneficiaries of the Club may receive charitable benefits from the Club in that capacity.
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Psamathe » 3 Dec 2016, 10:20am

AndyK wrote:What worries me most is the attitude evident in the proposed changes to the "poll of the whole club" procedure.

In another organisation the trustees might be saying, "Hmmm - a lot of members seemed to be unhappy with the way we handled the name change, so much so that they went to all the trouble to raise a petition and force a poll of the whole club. That's pretty serious. Maybe we didn't handle the name change very well. We should review those events to find out how we and the staff can improve on member consultation in the future, so that people don't feel the need to invoke the poll clause again."

Instead our trustees are saying, "Hmmm - that was inconvenient. Some upstart members dared to question our judgement. I know - let's change it so that if anyone does propose a poll of all the members, we can victimise the instigator and threaten him/her with financial ruin. That'll make them think twice."

It's who the current Executive are thinking these days. They don't like to have their judgement questioned and will do what is necessary to silence them. For example, Tooeys social media attach on PB when he was trying to hold the association to account.

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

Postby Steady rider » 3 Dec 2016, 10:26am

Thanks gaz I think you have clarified some aspects.

The Articles also mentions;
7. LIABILITY OF MEMBERS
7.1 The liability of the Members is limited.
7.2 Every Member of the Charity undertakes to contribute to the assets of the Charity in the event of the same being wound up while he is a Member or within one year after he ceases to be a Member for payment of the debts and liabilities of the Charity contracted before he ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1.


13.6 If the Trustees 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, the Trustees may require the petitioning Members to bear the reasonable costs properly incurred by the Charity in conducting the poll and implementing the result.


'implementing the result' - will never be certain about costs.
'or is designed to achieve aims other than the best interests of the Charity' - member signing a petition would not usually have access to legal opinion to know if it could be considered in the best interests of the Charity, and the Charity makes no specific provision for them to clarify the position.

Also the members were not given the individual option if they wished to join a charity as opposed to being a member of a cycling club. The Charity status is imposed on them, against there wishes in some cases. The Charity is run for both the benefits of its members and the wider public. In these circumstances it may be the definition used 'the best interests of the Charity' is too narrow to be legally binding on its members. Life members cannot easily unsubscribe if they wished or it seems, with no provision made in the AoA. A Charity imposing fines on its members would also be negative publicity for that Charity and potentially costly if contested via the courts.
The Charity Commissions advice to the CTC encourages an approach of member v trustees, whereas members have in large part the same objectives as the trustees and trustees are selected from their members in most cases. There advice is one towards legal actions and not trying to find the best solution that suits the needs of the CTC.

Speculation follows;
To be fair to members, those not wishing to be in a Charity should be given the option of being members of the CTC - non charitable section, leaving those that do to be in the Charitable section. How feasible and practical is difficult to say. The advantages would be allowing members a choice and those members not be subject to Charity status rules or requirements. On application for membership a simple choice could be made, Charitable section or club section (non charitable section). A feasibility study/report would be needed to consider all the issue and try to determine if practical and the advantages vs any disadvantages. The division of income/funds/debts could be in proportion of the number of member in each section, technically this is a paperwork exercise, with perhaps some joint owned elements. A common agreement to provide a set proportion of funds for some aspects, management, magazine, insurance, campaigning etc. It could be left to members to have to inform the CTC if they wished to join the non-charitable section at their next renewal date or for Life members, making for less paperwork. It may not be easy but may be possible, if desirable could depend on individual views.