Possible motions for AGM 2017

Steady rider
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Re: Possible motions for AGM 2017

Postby Steady rider » 13 Dec 2016, 10:22am

gas says
I'm confused. How does your motion offer a choice of options?


Currently the Governance document allows up to 12 Councillors, 9 elected and subject to a selection and nominated process. If the motion was passed 6 additional Councillors, 3 for England and 1 each for Scotland, Wales and Northern Ireland could also be elected and not subject to the selection process for a candidate. It would provide two choices to vote for, a vote for 1 of the 9 and a vote for 1 of 6.


Steady rider wrote:
The CTC is not in debt, has 60000 to 70000 members, good progress is possible without any change to the number of trustees.

gas says
Then why are you proposing a change to the number of Trustees?


The Articles allows up to 26 trustees, the Governance document restricts this to a maximum of 12, possibly not in keeping with the law, it overrides the Articles intentions of allowing up to 26. The extra 6 would help to fulfill the 'objects' that are designed to help cyclists and cycling.

The Governance document states;
5.3 The Size of the Board
The Council of CTC may currently comprise:
· between five and twenty two elected Councillors; and
· up to four co-opted Councillors (who cannot vote).
“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” [Article 5.1]
It is not therefore necessary to amend the articles of association to reduce the
maximum number of Councillors to 12.


I think the legal advice may have been flawed,
'It is not therefore necessary to amend the articles of association to reduce the
maximum number of Councillors to 12.
If effectively prohibits have 13 to 26 trustees, that the Articles allow for. Governance documents should be in keeping with the Articles and not the other way round.

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gaz
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Re: Possible motions for AGM 2017

Postby gaz » 13 Dec 2016, 7:37pm

Steady rider wrote:The Articles allows up to 26 trustees, the Governance document restricts this to a maximum of 12, possibly not in keeping with the law, it overrides the Articles intentions of allowing up to 26.

The current AoA are not the easiest of documents to follow. The points regarding the number of Trustees are as follows:-
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 AoA insist on a minimum of 5 and a maximum of 26 on the Board of Trustees, allowing the exact number to be varied within that range. 12 falls within the range and is therefore not at odds with the AoA and is in keeping with the law.

The current number of Trustees is a result of AoA 5.4 and the effect that Motion 5 of the 2016 AGM has on it.
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.

In accepting Motion 5 at the 2016 AGM the Members approved the Trustees' decision to change from a range of regional electoral divisions to a single UK Electoral Division (n.b. the Trustees did not need approval). The Members also agreed that the number of Trustees representing the new single UK electoral Division should comprise up to twelve people, including at least nine Elected Trustees, up to two Co-opted Trustees and a Senior Independent Trustee (n.b. the Trustees needed approval).

The latest step of the Governance Review aims to provide us with a simplified set of Articles of Association written in plain English. There is a limit on how plain the English can be as the wording needs to meet legal requirements.

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.


Under the current AoA and in keeping with the law, once the transition period is over we will currently have an effective minimum of 10 and a maximum of 12 Trustees. Under the new AoA (if approved in their current form) and in keeping with the law we will have a minimum of 10 and a maximum of 12 Trustees.

The provisions required to effect any future change in the number of Trustees are quite different when comparing the current AoA with the proposed AoA as I have commented on previously in the Governance Review thread.
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Steady rider
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Re: Possible motions for AGM 2017

Postby Steady rider » 14 Dec 2016, 5:56pm

The latest step of the Governance Review aims to provide us with a simplified set of Articles of Association written in plain English. There is a limit on how plain the English can be as the wording needs to meet legal requirements.

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.


The Governance document stated;
It is not therefore necessary to amend the articles of association to reduce the
maximum number of Councillors to 12.


My point was based on the Governance documents requiring a
maximum
of 12, and the Articles having a
maximum
of 26. The Governance document in effect overrides the Articles. If revision of the Articles had been put to the AGM, saying a change to a maximum of 12, rather than 26, is called for, and passed. Then approval for the Governance document could have followed. In which case I would assume the club would have acted within the law. The club was entitled to reduce the number of trustees to 5 but not to specify a 'maximum' in conflict with the Articles. Or if the Governance document stated;
It is not therefore necessary to amend the articles of association to reduce the
number of Councillors to 12.
. I would not have seen a problem. it seems a bit debateable perhaps and with hindsight it may have been rephrased, I am not sure.

ps if the 2017 AGM did not approve the change to the Articles, the process seems to have put the club at some risk?

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gaz
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Re: Possible motions for AGM 2017

Postby gaz » 14 Dec 2016, 7:21pm

The Governance Document does not override the AoA, there is no conflict with the AoA, the current position is legal.

I'll make a final attempt to explain why there are now* a in practice a maximum of 12 Trustees under the current AoA which still in theory permit a maximum of 26 Trustees.

[My commentary]
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[The Trustees have determined that there is a single Electoral Division, confirmed at 2016AGM Motion 5.]. 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 [The Members have determined that there will be a minimum of 10 and a maximum of 12 Trustees for the single Electoral Division. Therefore the current maximum number of Trustees is 12., confirmed at 2016AGM Motion 5.], provided that the total number of such representatives shall be within the limits stated in Article 5.1.[12 is within the absolute limits of a minimum of 5 and a maximum of 26.]

The current absolute maximum in practice has been set under the terms of Article 5.4, an absolute maximum in theory is set by Article 5.1.


*Upon completion of the transitional arrangements in Appendix 8 of the Governance Review presented to the 2016AGM, AIUI this will effectively be 1 Jan 2017.
Last edited by gaz on 14 Dec 2016, 9:37pm, edited 1 time in total.
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gaz
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Re: Possible motions for AGM 2017

Postby gaz » 14 Dec 2016, 8:31pm

If nothing else IMO this discussion shows why we need a set of AoA that are written in plain English :mrgreen: .
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Steady rider
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Re: Possible motions for AGM 2017

Postby Steady rider » 14 Dec 2016, 9:37pm

gaz says
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[The Trustees have determined that there is a single Electoral Division, confirmed at 2016AGM Motion 5.].


I may be being a little disagreeable, but it seems to me that the Articles clear intentions were for a number of divisions.
The area over which the Club operates shall be deemed to be divided into such number of electoral Divisions

If the area is considered one area,
shall be deemed to be divided into such number of electoral Divisions
,
If you divided one area, you get 2 divisions at least
having such boundaries as the Council may from time to time determine


The clear intentions of the Articles were to have Divisions, with areas that the council can determine their boundaries.

The Trustees have determined that there is a single Electoral Division, confirmed at 2016AGM Motion 5.].

The Trustees actions were contrary to the intentions of the Articles, therefore not legal actions. They were misled in my view by the legal advice given.
The membership were guided by Council to support the motion.

If the intentions of the Articles was to have one area as an option, not divisions, I think they would have made this clear in writing the Articles.

I am not persuaded by the points made. I still think there are legal issues that should be addressed by an independent source. The Articles could e revised but to a higher standard than suggested in the Governance document and make other improvements. The draft Articles circulated should be rejected.

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gaz
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Re: Possible motions for AGM 2017

Postby gaz » 14 Dec 2016, 10:15pm

Steady rider wrote:I may be being a little disagreeable, but it seems to me that the Articles clear intentions were for a number of divisions.
The area over which the Club operates shall be deemed to be divided into such number of electoral Divisions

If the area is considered one area,
shall be deemed to be divided into such number of electoral Divisions
,
If you divided one area, you get 2 divisions at least
having such boundaries as the Council may from time to time determine

The Articles could have specified a range of electoral divisions. The Articles could have specified a minimum of x and a maximum of y electoral divisions. The Articles do not specify such limits, therefore limits were clearly not intended. It is possible to divide one area by one and have one electoral division.

Steady rider wrote:The clear intentions of the Articles were to have Divisions, with areas that the council can determine their boundaries.

Steady rider wrote:If the intentions of the Articles was to have one area as an option, not divisions, I think they would have made this clear in writing the Articles.

One of the purposes of the Articles is to limit the Powers of Council. If there had been any intention to prevent the Trustees from choosing a single electoral division it would have been written in to the Articles. The absence of any limits from the Articles clearly shows that such limits were never intended.

Steady rider wrote:The Trustees actions were contrary to the intentions of the Articles. They were misled in my view by the legal advice given.
The membership were guided by Council to support the motion.

The Trustees actions were within their powers under the Articles. They were in clear accordance with the legal advice given.

The legal advice given was summarised in the Governance Review document.

2.12.7. The current structure also has an in built flaw from a legal perspective. It is a requirement of both company law and charity law that each member of Council should act in the best interest of the organisation as a whole and not seek to focus exclusively on the interest of the electoral division in which they were appointed. (It is worth making clear that because this duty arises from company law as much as from charity law, the requirement pre-dates the shift to charitable status.) As a result a Council member elected from Wales is not expected solely to represent CTC members in Wales or to be concerned only with CTC activities in Wales.

The concept of regional representation is described as "legally flawed", the reasons why that is the case are clearly explained. The membership considered the whole Governance Report and voted to pass Motion 5 in support.

Steady rider wrote:I am not persuaded by the points made.

Whilst I had hoped that you would be, I am not surprised that you are not.

Whilst few other forum members are participating in this thread, I hope that there may be a larger number reading the posts and learning from them.
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Cunobelin
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Re: Possible motions for AGM 2017

Postby Cunobelin » 15 Dec 2016, 9:47am

We had this on as a regular issue in Portsmouth, outside a Taxi Office


Image

As a number of offences are being committed, easy to solve?

Not at all, The Police cannot act because it is a parking offence (double yellow lines) which is now the Council

Council cannot act as he is on the pavement which is a Police matter

Police cannot act on the pavement parking because of the double yellow lines issue

Police also cannot act upon the fact he is parked within the confines of the zebra crossing as again yellow lines take priority

Council cannot act on the yellow lines as the parking on the crossing is aPOlice matter and takes priority


After about 6 months of denial, and a letter in summary to both, neither was able to take any action and blamed the other


The eventual answer was in the Driver's licensing by the council!

Complaints that by obstructing the pavement and parking illegally breached the "duty of care" element and the Council issued "penalty points" on the offending driver's licences. After the first driver was threatened with loss of his license due to "totting up" the problem was solved overnight

Shame that the Police and Council were too lazy to take the appropriate action earlier
Last edited by Cunobelin on 15 Dec 2016, 11:39am, edited 1 time in total.

Steady rider
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Re: Possible motions for AGM 2017

Postby Steady rider » 15 Dec 2016, 10:54am

Show how complicated a parking problem can become.

For clarity the Articles;

http://www.cyclinguk.org/sites/default/ ... ay2012.pdf

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.

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.


I think if intended to have one electoral division it would have been worded along the lines of;
5.4 The area over which the Club operates shall be deemed to be either one whole electoral division or 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.[/quote]

My view is it intended to have more than one division because it states;
The area over which the Club operates shall be deemed to be divided into such number of electoral Divisions

JohnW
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Re: Possible motions for AGM 2017

Postby JohnW » 15 Dec 2016, 12:04pm

Yes, but policemen, councillors, council officials are all motorists themselves - do you really expect them to find against their own kind? I'm only cynical from (bitter) experience.

If CTC/CUK are ever going to have a campaigning effect on matters such as this, council is going to need some unusually positive friends in very high places, whatever resolutions are agreed.

Steady rider
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Re: Possible motions for AGM 2017

Postby Steady rider » 15 Dec 2016, 7:33pm

The Governance document states
It is not therefore necessary to amend the articles of association to reduce the
maximum number of Councillors to 12.


5.3.1 There is one proposal which does engage the articles of association: the
proposal to change the electoral divisions from which Council members
will be chosen so that there is only one division. That involves article 5.4
of the articles of association which provides that:
“the area over which the club operates shall be deemed to be
divided into such number of electoral Divisions having such
boundaries as Council may from time to time determine. Each
capital 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.”

5.3.2 It is arguable that this does not require the involvement of the members
since in fact there will be no divisions. However, the governance working
group has taken the view throughout that given the importance of the
changes proposed members of CTC should be involved. The process
proposed above has been designed to give members the opportunity to
approve the change to a single electoral division from which all Council
members shall be elected.


If implemented this would reduce the choice open to Trustees and limit their number to 12
As an alternative and possible AGM motion, the following could be included in the Articles when next revised.

That when the Articles of Association are next revised they should include the following;
The area over which the Club operates shall be deemed to be either one whole electoral division or 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 and approved by the membership


Reason
To allow the Trustees to use their judgement in determining the electoral divisions that best suit the objects of the charity/club.

This would have the advantages of specifilying a number larger than 12 in case the Trustees wanted to add more and allowing the Club to be governed under one whole electoral division or to use more than one electoral division. It allows for more choices, say England, Wales, Scotland and Northern Ireland or London as possible divisions or some divisions within. It does not tie the hands of the trustees to a single electoral division, as is suggested.
Last edited by Steady rider on 15 Dec 2016, 7:42pm, edited 1 time in total.

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gaz
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Re: Possible motions for AGM 2017

Postby gaz » 15 Dec 2016, 7:42pm

Steady rider wrote:If implemented this would reduce the choice open to Trustees and limit their number to 12

It has already been implemented. That was the whole point of putting Motion 5 to the 2016 AGM.
5) Proposed governance changes
CTC Council (the charity trustees) invite members to:
(i) note the report of the Governance Working Group on the results of its Governance Review (see pages 11-12 of the April/May magazine);
(ii) approve the approach agreed by Council; and
(iii) approve the changes to the Orders in Council of CTC that are necessary to implement that approach (‘the Proposed Changes’).
Note – the Proposed Changes are:
(i) the deletion of Standing Order 6 for Council meetings (election of the Chair) to allow for the Chair of Council to be elected by Council at any time of the year in accordance with the proposed procedure;
(ii) the amendment of the Orders in Council so far as they are inconsistent with the recommendations of the Governance Working Group, specifically:
the amendment of Order 5 so the entire area over which the Club operates is treated as a single electoral division. This would mean that all Council members are chosen by elections in which all members can participate rather than in separate elections for electoral divisions covering defined geographic regions;
deletion of Order 5 (e), the right for Councillors to have the names and addresses of members residing in their electoral divisions. (National Office arranges to send messages from Councillors to members where appropriate and consistent with the law on data protection.)
consequential changes following from these changes to Order 5.

The Members approved the Motion.
Last edited by gaz on 15 Dec 2016, 7:50pm, edited 1 time in total.
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Re: Possible motions for AGM 2017

Postby Steady rider » 15 Dec 2016, 7:48pm

It is not in the ARTICLES and therefore can be changed, by the trustees. Members were led to believe that typical cyclists could be included as candidates for the election of trustees, but the selected process and requirements prevented some from standing. It was a form of false selling that gained the support of members in 2016.

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gaz
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Re: Possible motions for AGM 2017

Postby gaz » 15 Dec 2016, 8:40pm

I feel it is time for me to withdraw from this debate. No doubt we'll go through it all again when we know exactly what Resolutions will be on the Agenda at the 2017 AGM.
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Re: Possible motions for AGM 2017

Postby thirdcrank » 15 Dec 2016, 9:17pm

gaz wrote:I feel it is time for me to withdraw from this debate. No doubt we'll go through it all again when we know exactly what Resolutions will be on the Agenda at the 2017 AGM.


Possibly time to enter a 24 hr time trial, or, as it's midwinter, a 6 Day: you have displayed plenty of endurance.