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 » 4 Dec 2016, 1:21pm

Steady rider wrote:Just an obvious point on the Life membership issue, clearly without the 4% per year requirement, their contributions could be used in a short period of time.

Either that or their contributions could be used over exactly the same preiod of time or an even longer period of time. The only thing that is certain is that the Trustees would not be bound if the clause no longer appears in the AoA.

Steady rider wrote:The law as far as I know requires all businesses to use their business name on official documents. ...

My own CTC Membership card does not make any reference to the Company name or number, the letter it was attached to did. Somewhere there will be a legal definition of "official document" in the relevant context, I for one will not be searching for it. The law as far as I know does not concern itself with trifles.

Another point on Life membership, the application form is one of the few things that has yet to be rebranded :wink: .

Edit: Having said I wouldn't look for it, inevitably I did: The Companies (Trading Disclosures) Regulations 2008 seems to be the relevant legislation (Regulation 6), but it does not provide definitions for "all other forms of its business correspondence and documentation."
Last edited by gaz on 5 Dec 2016, 7:15pm, edited 1 time in total.
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Steady rider
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Re: Governance Review - Member Consultation closes 12 Dec 2016.

Postby Steady rider » 5 Dec 2016, 4:49pm

You seem to near the mark gaz. I suppose it is more a matter of respect for members, they have joined for life, expect a card to show their name and full name of the group they have joined. Using a brand name is almost like treating the card as a form of advertising. I mentioned my preference in an email to the Membership dept prior to the card being provided, but they failed to deliver on providing the full name..

I refer you to;

http://www.bromley.gov.uk/leaflet/204102/4/675/d



REGISTERED NAME TO APPEAR IN COMMUNICATIONS

Companies must disclose their registered name on:

· business letters
•all other forms of its business correspondence and documentation

I consider my membership card to represent a form of business document, having paid for it and it showing my membership. A brand name may change is not sufficient in my view. I would like my membership card to show the registration name in keeping with UK legal practice.


So it may be a small point to consider but clearly I would have preferred the full business name to be shown, there is sufficient space for both Cycling UK and Cyclist's Touring Club. Many may not be bothered either way.

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

Postby roger » 9 Dec 2016, 10:21pm

We have just elected 3 Trustees to Cycling UK. As this is a "trading name of Cyclists' Touring Club", for whom are the three successful candidates Trustees?

We had 15 Trustees before the above election, presumably we now have 18. How does this equate to the much discussed 12?

If the Board approved an item by 7 to 5, could the 5 poll the whole club?

The Contacts page of Cycling lists the President and Vice Presidents under the heading "Cycling UK Board of Trustees". What is their official authority?

Will the 3 new Trustees be shown on the above page in the February/March edition. It might be handy to see their contact details.

Roger.

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

Postby gaz » 12 Dec 2016, 12:35pm

roger wrote:We have just elected 3 Trustees to Cycling UK. As this is a "trading name of Cyclists' Touring Club", ...

Cycling UK is the brand used by Cyclists' Touring Club Ltd. The three succesful candidates will become Trustees of Cyclists’ Touring Club (CTC) a company limited by guarantee, registered in England no: 25185. Registered as a charity in England and Wales charity no: 1147607 and in Scotland charity no: SC042541.

roger wrote:... for whom are the three successful candidates Trustees?
All our Trustees act as Trustees of the Charity for the public.

roger wrote:We had 15 Trustees before the above election, presumably we now have 18. How does this equate to the much discussed 12?

The newly elected Trustees do not take up post until 1 Jan 2017. Please refer to the transition arrangements in appendix 8 for further details.

roger wrote:If the Board approved an item by 7 to 5, could the 5 poll the whole club?

For any 'contested resolution' at either a Board meeting or an AGM, whether such resolution was approved or rejected, it would require one third of the Trustees to initiate a Poll of the Whole Club. The required number of Trustees can come from either or both sides of the vote.

roger wrote:The Contacts page of Cycling lists the President and Vice Presidents under the heading "Cycling UK Board of Trustees". What is their official authority?

Whilst I am aware that the President and Vice President have on occasion represented Cycling UK as the "face" of campaign appeals, so far as official duties go, search me.

Also AIUI tradition has it that the Vice President doesn't get to do much unless the President is shot :wink: .

roger wrote:Will the 3 new Trustees be shown on the above page in the February/March edition. It might be handy to see their contact details.

I've every expectation of this happening. Hopefully the website will be updated a little earlier.
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thirdcrank
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Re: Governance Review - Member Consultation closed 12 Dec 10:00am

Postby thirdcrank » 12 Dec 2016, 1:43pm

gaz wrote:
roger wrote: ... Also AIUI tradition has it that the Vice President doesn't get to do much unless the President is shot :wink: ...


Although once forecast on here, it seems the likelihood of "Snowfall" has receded ........... global warming?
:wink:

viewtopic.php?f=6&t=4755&hilit=snowfall#p33815

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

Postby Graham Smith » 20 Dec 2016, 1:11pm

Posted with permission from former CTC COUNCILLOR
Response to Governance consultation

OBJECTS
Consultation to our members on our charity's governing documents
Do you agree that the objects do not need to change at this time?
Yes,
I am aware that there is potential redundancy in the Articles. I am concerned that the Charity is moving from a provider, supporter and policy champion to being a business supporting cycling with DfT (and others’) money.


No

POWERS
Consultation to our members on our charity's governing documents
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.

THE MEMBERS
Consultation to our members on our charity's governing documents
Do you agree that the membership structure should remain unaltered?
Yes
No, please state your reason below
The issue is complex and in sections seems ambiguous. I am concerned about ‘membership’ being affected to the dis-benefit of the current members of what is a club with charitable objectives.

I
quote from the Open letter posted by Matt Hodges:
The question “Do you agree that the membership structure should remain unaltered?” is particularly ambiguous. Does it mean remain as it is now, or remain as it is in the Draft Articles of Association, with trustees able to create classes of members and supporters? "Yes" can be interpreted either way.
 
In fact, the consultation has done one good thing in that it has brought into the open the way in which the members, myself included, were deceived into converting our long established members’ club into a charity which pays little regard to the wishes of the members.
 
During the campaign to convert the club into a charity we were repeatedly assured that charity status would not have any detrimental effect on our club and its services to members. Those who warned us of the consequences were shouted down and rubbished. Yet now we see in the articles of association, the objectives of the charity do not include any service to members. Neither do the powers involve any actions for members as opposed to the general public. Since converting to a charity we have disposed of the technical officer and the touring advice post both of which were valued member services.
 
The changes to governance smuggled through while members were distracted by the change of name have attacked the representative nature of council. We no longer have regionally elected councillors. A single national constituency plus a nominations committee from the existing trustees will inevitably lead to a self-perpetuating clique of charity activists and will exclude any new voice from the regions.
 
Now the new articles are being set up to remove members voting rights with trustees being enabled to create classes of “supporters who are not Members (but who may nevertheless be termed as “members”)”. Apparently a way of conning people to signing up as pretend “members” who are termed members but are really only supporters without voting rights.
 
The power of members to challenge the trustees must be squashed. So first they raise the threshold for a poll from 200 members to 400 (and remember there won’t be many members once most have been converted into supporters termed members), and then they give the trustees the power to charge the members requesting the poll with the costs of holding it. Oh and just to make it more difficult the petition from 400 members has to be lodged within three months of the passing of the resolution by the trustees, and getting hold of minutes of the trustees meetings is a difficult process that has recently taken one member several months. Finally the decision of the poll shall only bind the trustees for six months so it isn’t worth doing any way. Trustees shall not be accountable to Members!
 
Frankly if I were not personally committed to campaigning to get more people cycling for utility trips I would probably leave CTC/Cycling UK and agitate to get my local member group to set up as an independent club. Most of the members have little interest in promoting utility cycling as opposed to touring, audax and leisure riding. As it is I will probably stay with CTC/Cycling UK as long as I am happy with its campaigning stance but I foresee lots of members leaving to join independent clubs or the newly formed Touring Cyclist Club. If you don’t look after and respect your members they won’t stay with you.



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

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.

MEMBER BALLOTS
Consultation to our members on our charity's governing documents
Do you agree:
(a) that members should be able to call for a ballot in this way?
Yes,
it is almost the sole way of expressing disagreement

No

Do you agree:
(b) that the ability for members to cause a ballot in this way should be restricted?
Yes
No,
it is a serious matter to create a poll and for members to sign it. I fear the proposal to restrict a poll is a wrong-headed response to the recent poll. A poll which I feel was delayed by the executive to make it less effective.


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
I feel the Executive/Trustee is unreasonably pursuing a path to hide its bad faith.


APPOINTMENT/REMOVAL OF TRUSTEES
Consultation to our members on our charity's governing documents
Do you agree that:
(a) the composition of the board should be as approved in the Governance Review?
Yes
No,
I remain dissatisfied about the AGM motions and the subsequent election which seemed to run directly against AGM decisions. I regret to say that I now have little trust in the actions of the Executive/Trustees.


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
I agree that the English is plain. This agreement does not include agreement with the Articles as proposed.

No

OTHER PROVISIONS
Consultation to our members on our charity's governing documents
Do you have any other queries or comments related to the document?
No
Yes, please comment below
I do not fully understand these sections, they seem to be ambiguous regarding who is a member and not satisfactory, the punitive proposal re a Poll of the Club is not acceptable and the proposal that an AGM decision is binding for 6 months seems bizarre and unacceptable.:
-
10.6  The Trustees may establish different classes of Members and recognise one or more classes of supporters who are not Members (but who may nevertheless be termed as “members”) and set out their respective rights and obligations (including payment of Membership Fees save that such fees may not be imposed until approved by the members).
13. POLLS OF THE MEMBERS
13.1  Any question may at any time be submitted by order of the board of Trustees or by resolution of the Members to a poll of the Members, in such manner and at such time as the Trustees or the General Meeting may direct. A poll may be conducted by electronic means.
13.2  A poll of the Members shall be taken if either one third of the Trustees or 400 Members of the Charity shall within three months of the passing of a resolution in a meeting of the Trustees or a general meeting (a ‘Contested Resolution’) lodge with the Secretary a petition in writing signed by the petitioning Members:
13.2.1  protesting against such resolution, and
13.2.2  asking that a poll of the Members be conducted (a ‘Petition’).
13.3  Upon receipt of the Petition the Secretary shall publish in the next issue but one of the Magazine to be distributed after the Petition was received by the Secretary:
13.3.1  full details of the Petition and the means by which Members may vote on the resulting poll, and
13.3.2  the date (not being less than 28 days after the date of publication) when all votes must be received
13.5  All lawful decisions arrived at by a poll of the Members shall bind the Charity and the Trustees for six months.
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.

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

Postby gaz » 20 Dec 2016, 10:28pm

Graham Smith wrote:Posted with permission from former CTC COUNCILLOR

IIRC you are a former CTC Councillor which makes that statement a little confusing.

I think you are allowed to say his name, after all he's not Lord Voldermort :wink: .


Yes, please comment below
I do not fully understand these sections ... the proposal that an AGM decision is binding for 6 months seems bizarre and unacceptable.:

...
13. POLLS OF THE MEMBERS
...
13.5  All lawful decisions arrived at by a poll of the Members shall bind the Charity and the Trustees for six months.
...

I would agree that this point has not been understood

There is no proposal that an AGM decision would be binding, the sub-clause relates exclusively to Polls of the Whole Club, mirroring the terms of the current Article 11.
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AndyK
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Re: Governance Review - Member Consultation closed 12 Dec 10:00am

Postby AndyK » 20 Dec 2016, 11:57pm

gaz wrote:
Graham Smith wrote:Posted with permission from former CTC COUNCILLOR

IIRC you are a former CTC Councillor which makes that statement a little confusing.

I think you are allowed to say his name, after all he's not Lord Voldermort :wink: .


Yes, please comment below
I do not fully understand these sections ... the proposal that an AGM decision is binding for 6 months seems bizarre and unacceptable.:

...
13. POLLS OF THE MEMBERS
...
13.5  All lawful decisions arrived at by a poll of the Members shall bind the Charity and the Trustees for six months.
...

I would agree that this point has not been understood

There is no proposal that an AGM decision would be binding, the sub-clause relates exclusively to Polls of the Whole Club, mirroring the terms of the current Article 11.

I think what "Former CTC COUNCILLOR" is trying to say is that it's bizarre that a decision from a Poll of the Whole Club is binding for only 6 months - which it is. But as you say, this is already present in the current Articles; it's not a new clause.

By the way, I don't think that this did originate from Him Whose Name Must Not Be Spoken. He posted it on Facebook but with a disclaimer that it wasn't written by him.

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

Postby matt_twam_asi » 21 Dec 2016, 12:05am

gaz wrote:
Graham Smith wrote:Posted with permission from former CTC COUNCILLOR

IIRC you are a former CTC Councillor which makes that statement a little confusing.

I think you are allowed to say his name, after all he's not Lord Voldermort :wink: .


FWIW, Tom Riddle did say he didn't write this on the corresponding YACF thread.

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

Postby YEWBAB » 21 Dec 2016, 3:22pm

https://web.archive.org/web/20110705064 ... TabID=5356

Considering events, what is your view on the statements made by the CTC in this link?

Has statements in the link above lived up to your expectation either good, indifference or bad?

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

Postby Steady rider » 21 Dec 2016, 4:16pm

I gather the provision 8.2 and 8.3 are to be dropped. My impression is that they are there if ever needed
'Whenever they think fit the Council may convene an Extraordinary General Meeting'
I cannot predict when Council may wish to call an Extraordinary General Meeting, suppose some negative cycling legislation was passed and all their good effort to oppose it had failed. Calling an EGM may be useful to discuss options or put motions. I cannot see much value in dropping it. OK it may never be used but having the option costs nothing either.

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


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



not more than twenty-two and not fewer than five members

I am not sure how many members they had to start with and 5 may have been reasonable but today it seems too low.
Assuming a revised number of 24 maximum, and adding
'Council shall consist of at least 16 members.' Broadly 66% could be about right.

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

Postby gaz » 22 Dec 2016, 4:17pm

Steady rider wrote:I gather the provision 8.2 and 8.3 are to be dropped. My impression is that they are there if ever needed.

There is no need for a provision in the AoA to call a General Meeting as the Trustees have the right to call a General Meeting under the The Companies Act 2006 s.302 if it is ever needed.
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Steady rider
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Re: Governance Review - Member Consultation closed 12 Dec 10:00am

Postby Steady rider » 22 Dec 2016, 5:12pm

http://www.legislation.gov.uk/ukpga/2006/46/section/303
also members can call a meeting.

Providing the information in the Articles helps members in understanding their rights. Omitting such details is falling short, not many members may know precisely where the information is or even that it exists. The Governance review seems like a bit of a sham.

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

Postby gaz » 22 Dec 2016, 5:38pm

The Trustees and the Members both have various rights and obligations under law. It would be impractical to repeat them all in the Articles of Association.

I've no doubt the Trustees are aware that, should the need arise, they can call a General Meeting.

Steady rider wrote:also members can call a meeting.

Indeed they can, although under s.303 it requries 5% of the Members to petition the Trustees accordingly. Assuming a membership of 67,000 that would be 3,350 Members. IMO the likelihood of that happening is sufficiently low that it need not be repeated in any revised AoA. YMMV.
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Steady rider
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Re: Governance Review - Member Consultation closed 12 Dec 10:00am

Postby Steady rider » 22 Dec 2016, 6:17pm

A reference to members having a right to call a meeting I think is reasonable to included.

gaz says;
Indeed they can, although under s.303 it requries 5% of the Members to petition the Trustees accordingly. Assuming a membership of 67,000 that would be 3,350 Members. IMO the likelihood of that happening is sufficiently low that it need not be repeated in any revised AoA.


The club asks for 200 to call a poll of the whole club, perhaps the Articles could prescribe a lower figure than 3350? I think 200 would be suitable. Revising 8.3

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


suggestion;
8.3 Whenever they think fit the Council may convene an Extraordinary General Meeting. An
Extraordinary General Meeting shall also be convened on such requisition or in default may be
convened by such requisitionists as provided by Section 303 of the Companies Act or by at least 200 members, whichever is the smaller number.

If the Company Act prohibits allowing for fewer I cannot say. If it does then a Poll of the whole club could be called, it would be easier to have 200 sign something than 3350. However, Council could possibly avoid this by calling an EGM to discuss concerns. It seems all these sort of issues would need discussing and consultation prior to any changes being proposed for voting on.