Please would somebody post this on the CUK forum. IT WAS NOT WRITTEN BY PB
Posted with permission from former CTC COUNCILLOR
CTC Membership Consultation Of Memorandum And Articles Of Association
'1' - The name of the charity is recorded with the apostrophe at the Charity Commission and without it at Companies House. Technically, therefore
the company’s name lacks the apostrophe. This could be changed by Special Resolution at the same time as adopting the new articles.
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.
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
THE MEMBERS
Consultation to our members on our charity's governing documents
Do you agree that the membership structure should remain unaltered?
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?
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
Do you agree:
(b) that the ability for members to cause a ballot in this way should be restricted?
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’?
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?
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.
OTHER PROVISIONS
Consultation to our members on our charity's governing documents
Do you have any other queries or comments related to the document?
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.
