Cycling UK AGM : 13th May 2017 : London

Steady rider
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Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 7 Apr 2017, 11:45am

The motions by Council supporting changes to the Articles provided one side, the motions opposing changes where classified as 'out of order'. It prevented both sides being considered by the membership.
http://www.cyclinguk.org/agm
http://www.cyclinguk.org/sites/default/ ... _order.pdf
numbers 3, 4 and 5 were related to how the club could be run.
CTC has in effect controlled the agenda to suit their desired outcome.

3. Articles of Association remain
unchanged for the time being -
That the Articles of Association
remain unchanged for the time
being and that additional
consultation should be carried out
before amendments are made.
reasons
Only 12 days of consultation were provided by a
recent consultation. A longer consultation
detailing the advantages and disadvantages needs
to occur before suggesting any changes.
Amendments suggested included attaching unfair
conditions for a poll for the whole club, suggesting
members (but not trustees) may be charged
expenses in some circumstances, reduced the
number of trustees and area representation
options.
Last edited by Steady rider on 7 Apr 2017, 11:58am, edited 1 time in total.

Steady rider
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Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 7 Apr 2017, 12:03pm

The reasons for not supporting the motions were excluded from the magazine where all members could have received details. A bit like MPs supporting a motion in Parliament having their say and opposing views not being allowed.

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gaz
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Re: Cycling UK AGM : 13th May 2017 : London

Postby gaz » 7 Apr 2017, 12:13pm

Special Resolution 4 at the AGM proposes adopting new Articles of Association.

A Special Resolution requires a 75% majority of those voting to be passed.

I have no idea how you think both SR 4 and the rejected motion could both be on the same agenda. Whichever is discussed first it would be a case of the Chairman saying "I know we just adopted/rejected the new AoA but we're going to have a second vote just to make sure". Procedural nonsense and little wonder it was rejected.

If you don't support the changes you can vote against Special Resolution 4. If the Motion is defeated then the Articles of Association will remain unchanged.
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gaz
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Re: Cycling UK AGM : 13th May 2017 : London

Postby gaz » 7 Apr 2017, 12:31pm

AndyK wrote:I expect you've received one too. :(

Two, although I haven't seen them thanks to my auto-delete preferences on incoming PMs from Bears :wink: .
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Steady rider
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Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 7 Apr 2017, 4:13pm

Special Resolution 4 at the AGM proposes adopting new Articles of Association.


3. Articles of Association remain unchanged for the time being -
That the Articles of Association remain unchanged for the time
being and that additional consultation should be carried out
before amendments are made.


One asked for adoption and the other asked for no change for the time being and additional consultation.

It would have provided a choice other than yes or no to the new articles. Members could have voted no to SR4 and yes to No 3 if they wished. The message would then have been more consultation about the AoA are needed before pressing for a change. Discussion on the details, Life membership account has been removed for example, what was the problem in keeping it?

The other motions not included;
Proposed governance change -
That amendment is made to the Governance documents to allow for an extra 12 elected regional
trustees in addition to the 12 trustees planned for.
reason
Currently the Nomination Committee can select candidates they consider suitable to become a
Trustee. In 2016 they selected 6 candidates who had been CTC members for less than 12 months
and CTC members were not selected or discouraged from standing by the selection criteria.
Currently Council has approximately 15 trustees, but can consist of between 5 and 22 elected
trustees plus 4 members co-opted by the Council, a total of 26. The extra 12 regional trustees
proposed could include seven for England (2 North, 2 Central, 2 South and 1 London) and two
each for Scotland and Wales, plus one for Northern Ireland. Nominations for the 12 regional trustees
could be by the membership, 4 seconders required for each. From the current maximum of 26 the
change would result in a possible 24, rather than the 12 in the Governance document. The
significant benefits would be more trustees could attend AGMs, cycle rallies or events and be known to the membership and be regional representatives in supporting cycling.


Council avoided having this motion discussed.
Council gave their own motion a priority over other motions, they have no legal right to do so.

Another motion not included was;
5. Articles of Association
That the Articles of Association when revised 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 the Articles 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 club or to have one whole 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.

dodbinmule
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Re: Cycling UK AGM : 13th May 2017 : London

Postby dodbinmule » 11 May 2017, 11:26am

Just seen this?
https://www.facebook.com/groups/WSCTCBG ... 020562203/

ANNUAL GENERAL MEETING of the Cyclists’ Touring Club, trading as Cycling UK, will be held at 10.00 am on Saturday 13th May 2017
at the Wesley Hotel and Conference Venue, 81/103 Euston Street, London NW1 2EZ.
Space is limited at the venue. To book your place, you must notify sue.cherry@cyclinguk.org (or 01483 238302) before 9.00 am on 2nd May.
To obtain admission, members must produce a valid membership card or proof of current membership.
Paul Tuohy, Chief Executive
A full copy of the Articles of Association and associated rules are available on Cycling UK's website or on request from National Office, and copies will be available at the meeting. Versions of this agenda in alternative formats are also available on request. The proxy voting form is circulated with the April/May edition of Cycle. Procedures for use are on the form.

Who is going to the AGM of the Cyclists’ Touring Club (trading as CYCLING UK)
http://www.cyclinguk.org/agm
If I was permitted to cast a vote at this AGM this is how I would express my views on the direction of the CTC.

MOTIONS
1. Against
2. Against
3. Against
4. Against
5. Against
6. Against
7. Against
8. For
9. For
10. For
11. For
12. For
13. For
14. For
15. For

NB My CTC Life membership has been terminated /suspended for three years for reporting the voting of the ctc council in real time on Facebook about my complaint about irregularities of 2016 council election and the motion in support of my compliant.

AGENDA
ORDINARY BUSINESS
1) To adopt as a true, record the minutes of the Annual General Meeting held in Derby, 7th May 2016.
2) To adopt the Annual Report of Council and the audited accounts for the year ended 30th September 2016, as published on the Cycling UK website.
3) To reappoint Buzzcut LLP as auditors and to authorise the Board to fix their remuneration.

SPECIAL RESOLUTIONS
The Company resolves:
4) "That subject to the prior consent of the Charity Commission, and with effect from the date on which such consent is obtained, the existing Articles of Association of the Company be abrogated in their entirety and replaced with new Articles of Association in the form attached."

Reason: Cycling UK is the principal trading name of the Cyclists’ Touring Club, a charitable company limited by guarantee (referred to throughout this paper as 'Cycling UK’ or 'the charity'). The constitution of the charity comprises its memorandum and articles of association.

The Report of the Governance Working Group, approved at the 2016 AGM, included the following:
8.2.1 We recognise that this is not the end of the matter. We believe that the changes proposed above will help to improve the governance of CTC a great deal. We do not believe that further changes of principle to the memorandum and articles of CTC are required at this stage. However, there is further work to do. :
8.2.1.1 The articles of association of CTC should be updated and reworded in plain English.
The governing documents of CTC (its
memorandum and articles of association) 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 was made but a deliberate decision was made to avoid making more widespread changes to the memorandum and articles. As a result, the 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 far from clear and very few of the Councillors or staff of CTC have a close understanding of it. We need to streamline the governing documents and 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 Council, and the make-up of the company membership - are not changed.

8.2.1.2 The governance processes
underlying the articles of association need to be reviewed and restated in plain English.
Draft articles of association were produced by the charity’s Honorary Consulting Solicitor to reflect the above requirements.
At its October 2016 meeting, the Board of Trustees considered the revised draft memorandum and articles of association for Cycling UK. At that meeting, the Trustees agreed that the members of the charity should be consulted on the draft memorandum and articles of association.

Subsequently:
• the draft memorandum and articles were made available on the charity’s website;
• a survey was sent to the members of
Cycling UK;
• the draft memorandum and articles were amended, considering the survey results;
• and the Board considered the revised draft memorandum and articles and resolved to invite the members of the company to adopt them.
[The report, which went to the Board of Trustees With the draft memoranda and articles of association, can be found on the charity's website here: cyclinguk.org/agm]

Please note that the provisions in relation to the ballot of members is not included in the proposed draft articles. See further below.
Proposer: Jaki Lowe
Seconder: Jonathan Naughton

5) This Company resolves that the articles of association shall be amended by:
(i) replacing '200’ with ‘400’ in article
13.2; and
(ii) adding a new article 13.6 as follows:

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.

Reason: This resolution relates to proposed changes to the arrangements for ballots of the whole membership.
When consulted, just under 75% of responding members agreed that members should be able to call for a ballot of the whole membership to challenge a decision made by the Trustees or by the members in general meeting (as is permitted under article 11 of the charity’s existing memorandum and articles of association).
Most responding members said that this right to call for a ballot should be restricted.

A majority (70.89%) of responding members also agreed 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' However, this provision attracted a significant number of comments from members in the consultation. Those comments were mixed, but a small, significant minority felt that it would be unreasonable for the charity to have the power to recover the reasonable costs associated with a ballot in the limited circumstances specified above. For that reason, the changes to the arrangements for balloting members are set out separately in this resolution.
Proposer: Jaki Lowe
Seconder: Jonathan Naughton

ORDINARY RESOLUTIONS
6) That the subscription table to the determination pursuant to current Article
4.4 of the Articles of Association shall increase from £43.50 to £45.00 for the year from 1st October 2017.

Board response: Cycling UK’s income is raised from a variety of sources, from sales of services, donations, project funding, and the membership fee. In the last few years,
the staff team having successfully negotiated for Gift Aid and in winning Government
project funding has enabled the membership fee increase to be kept to a minimum, with the fee having only risen by
£2.50 since 2010.
Our surveys say that you rate the membership’s value for money highly and we are proud of all that the charity does both to support members and in getting the UK cycling. Indeed, we want to do even more; therefore, it is prudent to budget for a small increase in the membership fee to ensure that we are capable of absorbing future inflationary costs and to be able to provide the funds to maintain our levels of campaigning, group support and cycling development.
Proposer: Jim Brown
Seconder: Welna Bowden

7) That each Cycling UK member can submit a maximum of two motions at the AGM.

Proposer’s note: To prevent any one individual from hijacking the AGM Agenda. For example, the 2016 AGM included five motions frown one individual. This reduced the trine Which would have otherwise be available to discuss the strategic issues that the AGM should properly concentrate upon.
Proposer: Paul Hepworth
Seconder: Janet Hepworth

The Board supports this motion. We value the right of members to propose resolutions to the AGM. It is important that all members can do so - and recent years have shown that one or two members can dominate the agenda with time-
) Increase Cycling UK's membership engagement. Within the six calendar months after the 2017 AGM, the Chief Executive and Trustees must publish and implement a coherent, cohesive and effective plan that increases the level of engagement within the 66,000 membership-base, in governance and elections. The measure of success of our CEO and Trustees in this matter will be a doubling of the percentage turnout recorded for 2016 AGM motions by the 2018 AGM, and by a further 5% year on year until engagement exceeds 50% of membership as audited.

Proposer's note: Cycling UK is experiencing appallingly low levels of voting turnout for AGM motions and election of Trustees. The most recent votes carne frown only 5-8% of all earners. Low levels of voting turnout create an environment in Which most members may feel disenfranchised by Key decisions made that change their club
beyond recognition. This low level of member engagement also allows activists amongst the membership to manipulate voting.
Proposer: Alan Staniforth
Seconder: Barry Bogin

The Board opposes this motion. The last election received votes from 5% of the membership, a figure comparable to or better than many other significantly larger national membership organisations.
Therefore, the measure of success proposed is not viewed as the best measure of success, and it would not be in the best interests of the charity to invest its limited resources in trying to achieve unrealistic targets that do not benefit the beneficiaries of the charity
We also recognise the trust that the members put in the elected Trustees to apply their skills to the task of governance and administration of the charity, so that members can get on with the cycling and campaigning activities.
Cycling UK is a very open and engaged organisation, with approximately a third of members actively participating in campaigns, events, and in dialogue with each other.
There is no shortage of contact and engagement opportunities – some formal, some informal via print, membership communications, electronic newsletters, face-to-face conversations at rides, conferences and events.
In a 12-month period, the average member will be engaged with approximately 63 times via membership mailings, Cycle magazine, and e-newsletters. If they additionally participate in campaigns or member group activity, this will be closer to ~100 times. If they also participate in social media or forum discussions, then ~500 times.
This year, we’ve held two member conferences, 10 campaigning roadshows, and membership surveys on the Governance proposals, the trading name, and off-road campaigning priorities, which have actively sought direction from thousands of members

9) Use ‘Cyclists’ Touring Club’ for promoting
touring events: that ‘Cyclists’ Touring Club’, in addition to ‘Cycling UK’, shall be used in promotional material for touring- type events and rides.

Proposer’s note: For touring-type events, it signifies a national cycling organisation plus an experienced touring club in promoting the events. It would put the organisation in its historical context.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board opposes this motion. When CTC adopted Cycling UK as the trading name in 2016, we sought to create a national umbrella brand that encompassed all our cycling and campaigning activities.
Our advice to the specific areas of activities was to use the relevant descriptor of their cycling activities as part of this new brand, e.g. Cycling UK’s inclusive cycling clubs and Cycling UK’s network of community cycling clubs.
Our advice to the parts of the charity such as CTC Holidays and Tours and the local member groups, where the touring and events activities happen, was to feel free to use the new Cycling UK name or continue to use the word ‘touring’. Many have remained as a member group part of Cycling UK and others are now fully promoting themselves as Cycling UK. We oppose this motion because we already in practice operate in the spirit of what is being requested. We don’t want to impose the touring branding, merely leaving it as advice.
10) Provide full business name Membership cards of the club/charity to include the words, ‘Cyclists’ Touring Club’ and ‘we are CYCLING UK’.

Proposer’s note: Life membership cards include ‘we are CYCLING UK’ and not the full business name ‘Cyclists’ Touring Club’. Companies must disclose their registered name on all forms of its business correspondence and documentation. Membership cards are a form of documentation showing the name of the person who has joined.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board opposes this motion. This is because we are already legally compliant. Cycling UK is the recognised trading name of the charity and adorns the small membership card. Companies House advises that there is no legal requirement to disclose the registered name on the membership card. However, we do publish the full Cyclists’ Touring Club company details on the letter that goes out with the membership card when it is mailed, and in recognition of the heritage the card also features a Winged Wheel logo.

11) Scrutiny Committee: that Cycling UK provide a scrutiny committee, independent of the trustees, to investigate any aspect of concern.

Proposer’s note: The 2016 AGM passed a motion requiring all candidates for Trustees to have at least 12 months’ membership, but election saw several candidates who did not comply with the motion. A scrutiny committee could provide a balanced view. It would promote a culture of transparency and openness.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board opposes this motion. Scrutiny committees are not unusual in the context of local authorities, but such a structure would be disproportionate in the context of a charity such as Cycling UK. There is no need for an extra committee to address issues such as the one described. That issue was the subject of a formal complaint by the member who is seconding the motion. The complaint was investigated under the charity’s procedures and it was not upheld. The new governance structure also incorporates a Senior Independent Trustee, which provides another avenue for members
concerned about decisions of the Board.

12) Proposer’s right to reply: that the proposer of an AGM motion has a right of reply in ‘Cycle’ before the AGM, if Trustees opposes the motion.

Proposer’s note: Trustees may oppose a motion in ‘Cycle’ before the AGM, but this would put the proposer at a disadvantage. If reasons opposing a motion are invalid or weak, the proposer should have the right to point this out to members prior to voting.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board opposes this motion. The AGM provides the platform for members to discuss motions. They see both the proposer’s statement and the response of the board before they vote on a resolution. They also can discuss motions with a relevant staff member or the Chair before casting their vote.

13) CTC AGM live broadcast: that CTC shall broadcast in real time the AGM live over the internet.

Proposer’s note: The National Trust used this method for their AGM for 2016 (https://www.nationaltrust.org.uk/features/ annual-general-meeting). This would aid transparency and openness and increase member participation.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board opposes this motion. The National Trust has over 4.5 million members, with an income of over 455 million. Cycling UK does not have the same resources, and the time and resources which would be consumed by arranging a live broadcast of sufficient quality to be useful could be better spent on other activities aimed at getting people out cycling.

14) Cycling UK website: that Cycling UK website shall provide links to documents (grouped under one heading) that relate to governing the Club, e.g. how the club is managed.
1 Articles of Association
2 Company Act
3 Charity Act and any related documents
4 Standing Orders relating to meeting and conditions for proposed motions
5 Board meeting details
6 Any other documents that help in understanding how the Club is governed, e.g. previous AGM details and full details of results.

Proposer’s note: To assist members in understanding how the Cyclists’ Touring Club is governed.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board supports this motion. Most of the documents are already provided on the Cycling UK website. Those that are not on the website are freely available on other websites, such as those of Companies House and the Charity Commission. We are happy to ask the staff team to include links to the most relevant of those sites during the next periodic review of the website content.

15) Cycling to primary school: that Cycling UK shall encourage children to cycle to school by encouraging parents to cycle with them.

Proposer’s note: It sets a benchmark of safe cycling for children and reduces the need for car trips.
Proposer: Colin Clarke
Seconder: Philip Benstead

The Board opposes this motion. However, we fully support the aim to encourage children to cycle to school, which has always been, and remains, Cycling UK policy. The people who tend to know children best are their parents, who should know whether accompanying their child as they cycle to school will encourage or put off that child from cycling. Not every 10-year-old wants to cycle with their mum or dad. Additionally, Cycling UK wishes to avoid any appearance of patronising parents, and would prefer to concentrate its message on children cycling to school, rather than appearing to dictate to parents whether they walk, jog or cycle with their children, or simply allow them to cycle unaccompanied.
Suggesting that parents should accompany their children as they cycle to school risks the inference that they must do so, because either cycling is unsafe, or because it is unsafe for children to travel to school on their own. Neither are messages Cycling UK wishes to advocate.

Cycloloco
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Re: Cycling UK AGM : 13th May 2017 : London

Postby Cycloloco » 13 May 2017, 9:21pm

AGM took place as advertised and finished in early afternoon slightly before the time the food was requested. (Good food.) It might seem strange in view of the large number of motions but attendance was low, less than last year in Derby. There were no big arguments but some members there obviously think the Trustees are manipulating everything to suit themselves. They don't want the AGM broadcast in real time (high cost) and they don't want more detailed minutes provided and they've got members limited to two motions per proposer in future and some motions were ruled out of order in advance (See previous posts in this section).

Electronic voting at the AGM this year organised by Electoral Reform Services didn't always work first time but seemed OK in total. The postal and proxy votes were shown before the votes at the meeting were taken making it clear to attenders that their votes were largely useless.

Turnout was very low and it didn't matter if you hadn't booked in advance because there were plenty of spare seats. It looked to me that the total of Board members and staff was greater than ordinary members attending but I didn't count. Now I wish I had. There was some discussion of why poor turnout but it's all guesswork. Possibly a 10am start might suit staff etc in SE England but not members from the rest of the country.

I didn't keep a record of the results of the motions so I need to see the record in the next Cycle mag. Thinking back I think the strangest part was that there was no discussion of the accounts because they were built into the annual report and all accepted as one document. The Chief Exec summarised them in his presentation but I don't remember anyone querying anything. Subs up slightly next year.

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

Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 14 May 2017, 10:24am

A 63 page report 'Cyclists' Touring Club - Annual Report and Consolidated Financial Statements' was provided detailing many aspects. The discussions were amicable with different prospective on a range of issues. Legal advice provided at the meeting regarding motion No 7 considered it not to be defamatory.
Colin Clarke provided a 4 page 'information sheet on AGM motions' as detailed below.

AGM information from Colin Clarke ( numbers referred to Motion numbers.

No 4
The proposed Articles of Association (and Governance documents), do not detail the requirements or make provision for submitting AGM motions and should be rejected. Council rejected motions correctly submitted regarding the Articles of Associations and Governance, classified them as ‘out of order’.
The Company Act allows motions to be submitted. The Company Act does not limit the number of motions. Council has included information to favour their own motions and avoided disclosing information in Cycle that may have influenced members from supporting Motion No 4. As an example, the ‘out of order’ No 3 detailed only 12 days of consultation was provided and a longer consultation was required.

No 5
Conditions for a poll of the whole club, change from 200 to 400 required. Amendments suggested included attaching unfair conditions for a poll for the whole club, suggesting members (but not trustees) may be charged expenses in some circumstances. Members may not know if a motion was in good faith or not, and no procedures are provided to advise them before allowing them to potentially become liable. There is no record of any poll of the whole club being submitted that was not in good faith, so there is no need for this change. It will result in discouraging members from calling a poll of the whole club in all circumstances.

No 7
Paul Hepworth makes an invalid claim in the reasons for the motion and states my 2016 motions were an example of hi-jacking the AGM agenda.

I have submitted a number of AGM motions in good faith and following the correct requirements. There has never been any intentions or desire to hi-jack the AGM agenda, it is a lie to suggest otherwise. All motions where considered in the best interests of cycling and promoting cycling and in keeping with the CTC ‘Objects’.

The Company Act states;
A resolution may properly be moved at an annual general meeting unless — it is defamatory of any person.
It is insulting and defamatory to state my motions were an example of hi-jacking the Agenda. The CTC have allowed a defamatory motion to be presented.

The Articles of Association states;
9.3 No business shall be transacted at a General Meeting other than that specified in the Agenda thereof;
The 2016 AGM Agenda did not include discussions on strategic issues.

The 2016 AGM had three people present more than two motions, Hillary Reed, Philip Benstead (all passed) and myself. If limited to two motions, five fewer motions would have been discussed. From 17 motions, only my ‘Legal minimum passing clearance’ was directly trying to improve safety for cyclists. Later in 2016 I presented details on the potential benefits of a passing law to a conference in Portugal, ref 14 below.

Paul Hepworth and myself have had previous involvement with a formal complaints procedure and he holds a grievance towards me in bringing a complaint and he has since posted offensive comments leading to a newspaper having to remove them. I have good reason to believe Motion No 7 is based on a vindictive approach and should not be supported. The Trustees have a duty to exercise reasonable care, skill and diligence and I believe they have failed in allowing motion No 7 to proceed based on a false claim. To secure time for discussing other issues the wording could have been directed to that objective without any need to offend or limit other cyclists aims.

Paul Hepworth and the CTC Trustees should apologies with a formal statement in ‘Cycle’ for including the false reasons in support of the motion.

No 9
Use Cyclist’s Touring Club name in addition to Cycling UK for touring type events.
The reply from Council says they already use this approach but don’t want to impose the touring branding and merely leaving it as advice if to use. Several adverts in Cycle use CTC holidays. They are not fully committed to using CTC for touring events.

No 10
A proportion of CTC members wanted to keep the traditional name and using both the full proper business name and a trading name could be included, making it clear without any disadvantages. The Articles of Association only refers to the ‘Cyclist’s Touring Club’ and not at all to ‘We are Cycling UK’, so members are really members of the Cyclist’s Touring Club. CTC is a legal entity, being the registered company.

No 11
Provide a scrutiny committee - Seven examples of issues that raises serious concerns,
11-1
Candidates were selected for trustees with less than a year’s membership, in direct conflict with the 2016 AGM motion No 6 requirements (Council opposed this motion). In 2015 AGM motion No 6 required CTC Councillors to take the wishes of CTC members in account. Dan Howard and other trustees failed to fully support these motions by setting a criteria that did not insist on candidates having a year’s membership. Jim Brown raised concerns in a motion to Council. Barry Flood said – fully paid up Members was the Motion passed at the AGM and the Nominations Committee made an error of judgement.

11-2
At last year’s AGM the Chief Executive said a report on close passing would be provided. The minutes in Cycle makes no mention. Motion No 11 in 2016 requested full accurate minutes to be provided and was not supported by Council. Councils reply was to refer to ERS reporting the results of the motions, this did not provide full minutes as requested. Full accurate minutes of AGM meeting are not being provided.

11-3
In 2016 AGM motion No 14 ‘Legal minimum passing clearance’ had a reply from Council opposing it, saying it was reluctant to specify a ‘headline overtaking distance’ and 1.5m may not be enough. Within 12 months Council has asked members to fund close pass mats with a 1.5m passing distance (not clearance). Council advice and actions shows a lack of consistency, saying one thing and doing another.

11-4
In 2016 Council reply to motion No 13 requesting national governments to allocate 3% of transport spending to cycling infrastructure was misrepresented. Similarly, with other motions. Council’s replies in misrepresenting motions raises concerns.

11-5
Jim Brown raised concerns about the openness of the CTC, reported as saying “
"The recent drift to secrecy, confidentiality by default, is very disturbing," stated Brown.
"To see board and former board members being pursued by expensive disciplinary processes for allegedly being no more open and accountable than we took for granted only a few years ago is alarming."
He also said that more work should be done to "value" the organisation's members.
"Somehow, we have developed a culture of treating many of our volunteer activists as a problem. Further proposals to degrade the status of membership should be dismissed forthwith."
Brown stressed: "The heart of Cycling UK lies in its members. All of them."


11-6
Council rejected motions correctly submitted regarding the Articles of Associations and Governance documents, classified them as ‘out of order’. These motions could have hindered the Council’s motions No 4 and 5 on the Articles and Governance.
The Company Act provides no limit on the number of motions to be submitted. It appears that Council may have misused the procedures to favour their own motions.

11-7
The voting procedures and format may be bias towards favouring Council and Chair, with a tick box (with no tick required) to vote for the Chair and all other proxies requiring naming, more convenient to vote for Chair. Council can put motions and add their reasons without opposing views, all other motions may have opposing views expressed.

12
Proposers right to reply
Some of Councils replies to motions have misled members and a proposer should be able to point this out to Members in Cycle if this happens, prior to them voting. Council reply mentions discussing with the Chair or staff but this leaves out discussing with the proposer. Chair or staff may not understand how a motion may be progressed or revised to benefit cyclists. A fuller process of communicating would result from this proposal.

13
Live broadcast of AGM
Council’s reply refers to costs without detailing how much it would cost. It could provide accurate minutes, that CTC has previously opposed. If recorded it could allow Members to view at any time. Council should look closer into the details and report on actual costs and how feasible options may be.

14
Cycling UK web site information - Council supports this motion.

15
Cycling to primary school
The motion is about encouraging children and parents to cycle together to start with. Setting a good example of how to cycle their route to school and to watch out for any dangers. If parents can see improvements in providing a safer more convenient route they could contact the CTC/local council and have support in trying to make changes. The CTC opposes this motion. The motion mentions ‘encourage’ and not ‘insisting’ and was about encouraging safe behaviour by younger children, plus the side issue of parents being able to seek safer provision for cycling.



A selection of reports published and submissions;
1. Safer Cycling 1st Edition 1995, 80 page technical booklet detailing cycling and safety issues plus information regarding helmets and legislation.
2. Bicycle helmets and accident involvement; Cycling World, UK, June 2003, a technical article relating helmets and the accident involvement rate.

3. Safety in numbers for walkers and cyclists; Health Promotional Journal of Australia, Vol 16, No 2, 2005, a letter detailing many of the concerns that exist relating to cycle helmet laws.

4. The Case against bicycle helmets and legislation, Canadian Multidisciplinary Road Safety Conference, Winnipeg, Manitoba, Canada 2006. A paper presented at the main road safety annual conference in Canada explaining the basic case against helmet use and legislation.

5. World Transport Policy & Practice Volume 12, No. 2, 2006 The case against bicycle helmets and legislation http://www.eco-logica.co.uk/pdf/WTPP12.3.pdf

6. The Case against bicycle helmets and legislation, VeloCity cycling conference, Munich 2007. A detailed report presented at the world’s leading cycling conference providing details showing how helmet use and legislation has reduced both health and safety in general terms. http://www.ta.org.br/site/Banco/7manuai ... helmet.pdf

7. Assessment of Australia’s Bicycle Helmet Laws, refer ‘Mandatory’ can have unanticipated consequences – Civil Liberties Australia web site, 25 Nov. 2008. Providing details of the effects of the legal requirement to wear cycle helmets. http://www.cla.asn.au/Article/081125Bik ... Policy.pdf

8. Evaluating bicycle helmet use and legislation in Canada, 2009. http://www.cycle-helmets.com/canada-hel ... ssment.doc This paper evaluates helmet law effects on children for provinces with helmet legislation and compares to provinces without legislation for the period 1994 to 1998. It shows a relative net benefit for those without legislation.

9. UK Parliamentary Submission, Written Evidence on road safety issues.
https://www.publications.parliament.uk/ ... safety.pdf

10. Evaluation of New Zealand’s bicycle law, detailing changes in the proportion of people cycling and changes to the accident rate.
Clarke, CF, Evaluation of New Zealand’s bicycle law, NZMJ 10 February 2012, Vol 125 No 1349 http://www.cycle-helmets.com/nz-clarke-2012.pdf

11. Submission to the UK Parliamentary Cycling Safety Inquiry detailing proposals for changes to the Highway Code and suggestions for a Road Safety Bill.

12. Evaluation of Australia's bicycle helmet laws, The Sports Science Summit, O2 venue London UK http://www.cycle-helmets.com/au-assessment-2015.pdf Presented 14 January 2015.

13. Evidence to the Australian Senate Inquiry into their bicycle helmet law. Melbourne, Australia November 2016.

14. Evidence of proposed UK law regarding motorists passing cyclists, Cycling Colloquium in Aveiro, Portugal, 18 November 2016.
https://www.researchgate.net/publicatio ... g_cyclists

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Re: Cycling UK AGM : 13th May 2017 : London

Postby Bez » 14 May 2017, 3:46pm

They don't want the AGM broadcast in real time (high cost)


Curious justification, given that Periscope is free.

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Re: Cycling UK AGM : 13th May 2017 : London

Postby mjr » 14 May 2017, 10:56pm

Not just periscope. There have been several free options for years. Even live blogging it would be progress!

http://cyclingswlondon.blogspot.co.uk/2 ... 1-sat.html is another report.

As an external observer who doesn't know the CTC rules, I'm shocked that 17+board +staff is quorate and that they held the annual meeting in a venue with no cycle parking.
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Re: Cycling UK AGM : 13th May 2017 : London

Postby gaz » 14 May 2017, 11:26pm

Quoting from the pre-AGM Articles of Association as I do not yet know the outcome of the Special Resolution to adopt a new AoA.
10 PROCEEDING AT GENERAL MEETINGS
...
10.2 At any General Meeting twenty-five Members shall form a quorum. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business.

I've a feeling that in terms of forming a quorum, a Member is considered as being present and participating if they have cast a vote by proxy.

More interesting to me is
10.9.1.6 A proxy form will not be valid for any part of a General Meeting at which the Member who appointed the proxy is present.

The linked report suggests that a Member who had voted by proxy was in attendance and was told by ERS he could not vote in person.

I'm sure it wouldn't have changed anything but the correct course of action would have been to remove his proxy votes before the count and insist that he voted in person.
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Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 15 May 2017, 8:46am

10 PROCEEDING AT GENERAL MEETINGS
...
10.2 At any General Meeting twenty-five Members shall form a quorum. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business.


I do no think proxies would be included.

Trustees would probably take it to 25+. The sign-in document would show all members who attended.
Last edited by Steady rider on 15 May 2017, 9:08am, edited 1 time in total.

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Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 15 May 2017, 9:05am

The existing AoA provides some safeguards in detailing;
9.3 No business shall be transacted at a General Meeting other than that specified in the Agenda
thereof;
9.4 Any motion for inclusion in the Agenda for a General Meeting shall be proposed by one Member
and seconded by another Member;


The draft AoA does not contain these provisions. This in practice means issues (see 9.3) could be raised at the AGM without the suitable warning or vested interests promoted.

Point 9.4 was raised at the meeting and the Trustees appeared not to be aware this provision was lacking in the new draft, they were reassured by the legal advisor that motions could still be submitted. The existing AoA provides this as a right under 9.4 without any limitations on the number of motions. if in X years a different legal advisor came to the position and new trustees, they may read the AoA and say their exists no legal requirement for submitting AGM motions. The safeguards provided under the old AoA have not been applied.

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Re: Cycling UK AGM : 13th May 2017 : London

Postby gaz » 15 May 2017, 6:43pm

Steady rider wrote:I do no think proxies would be included.

Trustees would probably take it to 25+. The sign-in document would show all members who attended.

From figures I've seen linked for the AGM attendance I would expect the quorum was met although I have no access to the sign-in document.

The proposed* AoA are explicit about including attendance by proxy within the quorum.
12.3 There is a quorum at a general meeting if the number of Members present in person or by proxy is at least 25 Members

I'm not familiar with any relevant provision in the Companies Acts and I do not know if that amendment should be regarded as a "clarification" or a "material change".

Steady rider wrote:The draft AoA does not contain these provisions.

One of the stated aims of the revision of the AoA was to bring the language up to date.
12.2 General meetings are called on at least 14 and not more than 28 clear days’ written notice indicating the business to be discussed and (if a special resolution is to be proposed) setting out the terms of the proposed special resolution.

The business to be discussed must be included in the written notice calling the meeting. IMO that represents an equivalent safeguard to 9.3.

*I do not yet know the outcome of the relevant vote, even if passed at the AGM the approval of the Charity Commission is required before they are adopted. Therefore at this time they remain the proposed AoA.
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Re: Cycling UK AGM : 13th May 2017 : London

Postby Steady rider » 16 May 2017, 8:06am

12.2 General meetings are called on at least 14 and not more than 28 clear days’ written notice indicating the business to be discussed and (if a special resolution is to be proposed) setting out the terms of the proposed special resolution.

The business to be discussed must be included in the written notice calling the meeting. IMO that represents an equivalent safeguard to 9.3.


9.3 No business shall be transacted at a General Meeting other than that specified in the Agenda
thereof;


The later seems more precise, requiring details specifying in the Agenda.

Perhaps the main issue from the AGM was the two special resolution, both pasted. http://www.cyclinguk.org/sites/default/ ... _order.pdf
Motions 3, 4 and 5 related to the AoA and Governance, they provided reasons either not to support the motions presented from Council or offered alternative proposals. No 5 for example
Articles of Association
That the Articles of Association
when revised 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 the Articles and
approved by the membership.


It offered an alternative, not previously discussed, that could have been considered by members.
This motion is ruled out of order because
the subject matter of this resolution is
covered by another resolution on the
agenda.
Over past two years the charity has gone
through a robust governance review. The
resulting recommendations – including
the recommendation to update the
memorandum and articles of association -
were approved by the members at the
2016 AGM.
Any members who continue to oppose
these changes can vote against the
special resolutions to amend the
memorandum and articles of association.



The other resolution did not cover the issue proposed. It appears they omitted a resolution that had not been discussed previously. The reasons provided may not have been valid. It was seeking to make a change to the Governance that they did not want to include. They gave preference to their own motions over that submitted by members.