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/agmIf 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.