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Articles of
Cycling Time Trials
The Companies Act 1985 to 1989
A Company Limited by Guarantee and not having a
Share Capital
Articles of Association of
CYCLING TIME TRIALS
Incorporated 10th April 2002. Registered No:
England 4413282
Formed in 1937, the Council (RTTC)
as an unincorporated association controls
cycling time trials through 21 districts in
England and Wales. Representatives of each
district meet annually to determine the policy
of the Council and the composition of its
National Committee who are appointed until the
next Annual General Meeting. The Council intends
to acquire corporate status.
These Articles of Association
are drawn to reflect the unique circumstances of
the Company in assuming this function.
-
INTERPRETATION
For the purpose of these Articles, the terms
in the left hand column shall bear the meaning
set out in the right hand column.
|
The Act |
The
Companies Act 1985 as amended by the
Companies Act 1989 and as further modified
by any modification or re-enactment for
the time being in force. |
|
Alternate Directors |
The
provisions of The Act shall not apply to
the Company. |
|
The Company |
Cycling
Time Trials |
|
Director |
The
Chairman and any member of the National
Committee. The provisions relating to
directors in Table “A” sections 73 to 80
and 82 to 98 of the Act shall not apply to
the Company. |
|
District Council |
One of
twenty one local councils as set up under
these articles. |
|
District Committee |
The
Committee elected to administer a
District Council. |
|
Member / Member Club |
A cycling
club, team, the Headquarters Club, an
association of cycling clubs, British
Cycling and its Divisions, Clarion C & AC
centres, the Tricycle Association (TA) and
its Districts, the Veterans Time Trials
Association (VTTA) and its groups and
similar associations or groupings having
private individual or club membership,
having been elected to membership of the
Company and placed on the register of
members. |
|
National Committee |
The Board
of Directors within the meaning of the Act
appointed on an annual basis. |
|
National Council Meeting |
An
Extraordinary General Meeting of the
Company within Section 368 of the Act. |
|
National Council Annual General Meeting |
the Annual
General Meeting of the Company within the
meaning of Section 366 of the Act. |
|
National Secretary |
A secretary
within the meaning of Section 283 of the
Act appointed as an officer of the
Company. |
|
National Treasurer |
The
Treasurer appointed as an officer of the
Company. |
|
Officer of the Company |
The
National Secretary, the National
Treasurer, the Assistant National
Secretary and any officials appointed by
the National Committee. They have the
right to attend all National Committee
Meetings, National Council meetings but
not to vote unless this right is
extraordinarily granted by the Chairman of
the specific meeting |
|
RTTC” |
The Road
Time Trials Council as an unincorporated
association. |
|
Rules and Regulations |
The
Memorandum of Association, these Articles
of Association, the Rules and Regulations
for the Conduct of Time Trials, the
Company’s Standing Orders, General Notes
and Conditions of Competitions, as amended
from time to time. |
|
The Seal” |
The Common
Seal of the Company. |
|
'in Writing' |
Includes
any substitute for writing or partly one
and partly another. |
Words importing the
singular number only shall include the plural
and vice versa.
Words importing only the masculine gender
include the feminine gender.
Subject as above, any words or expressions
defined in the Act or any statutory
modification thereof in force at the date on
which these Articles become binding on the
Company shall, if not inconsistent with the
subject or context, bear the same meaning in
these Articles.
-
Application of Rules and
Regulations
The Rules and Regulations of the Company are
to be interpreted to apply equally to both
sexes.
-
Membership of the
Company
-
The number of Members is
unlimited.
-
The provisions of Section
352 of the Act shall be observed by the
Company (keep a record of members).
-
Membership of the Company
is open to clubs and not to private
individuals with the exception of the
signatories subscribing to these Articles.
-
Clubs wishing to
affiliate and become Members must apply on
the prescribed form (which includes the
undertaking called for under clause 6 of the
Memorandum of Association) together with
payment of the Annual Subscription to the
Secretary of the District Council in which
the club’s headquarters are located or in
which it normally intends to promote events.
A recently formed club shall not be elected
to membership where such club has adopted or
intends adopting a similar name to that of
an existing club. Election to membership
shall be by a simple majority of those
voting at the next meeting of the District
Council or District Committee. The club and,
if elected, the National Secretary shall be
informed of the decision within 14 days. The
National Secretary shall forward to the
Secretary of an elected club a copy of the
Memorandum of Association and Articles of
Association together with the titles. Rules
and Regulations of the Company Application
for membership may be refused without giving
any reason. Clubs refused membership by a
District may appeal to the National
Committee, whose decision shall be final.
-
Headquarters’ Club
The National Secretary shall administer a
Headquarters’ Club, membership of which is
open to individuals resident in England and
Wales who are not otherwise eligible to
compete in events held under the Rules and
Regulations of the Company. Membership of the
Headquarters’ Club shall be limited to 31st
December of the year after membership
commences. The Headquarters’ Club shall not be
affiliated to any District Council.
Individuals who have been members of a “Member
Club” affiliated to the Company during the
current and past year shall not be eligible
for membership.
Footnote: -
The Headquarters’ Club annual membership fee
shall be set by the National Committee and
shall include a copy of the Handbook For 2006
this fee will be £20. Any member of the
Headquarters’ Club who transfers to an
existing club during their period of
membership shall receive a refund of £15.
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Subscriptions &
Registration Fees
The annual subscription of £30 is payable by
all clubs to the Hon. Treasurer of the
District Council to which the club is
affiliated. The Headquarters’ Club shall pay
no annual subscription.
In addition to the subscription fee, clubs and
teams who:
- (a) wish to carry advertising on their
race clothing
and/or
- (b) have the name of a commercial
product or the name of a company, whether or
not for profit, included in their club title
shall forward to the District Treasurer an
annual advertising fee.
The advertising fee shall be fixed annually
by the National Committee.
The subscriptions and advertising fees are due
on 1st October in respect of the ensuing year.
Clubs shall be deemed to have resigned from
membership if the subscription is unpaid on
31st December. Such clubs upon re-applying for
membership before 1st October shall pay a
rejoining fee of £10 in addition to the annual
subscription. Member clubs may change their
status to enable their members to carry
advertising at any time during the year by
paying the advertising fee to their District
Treasurer.
N.B. The current annual advertising fee is
£50.
Footnote: Clubs with internet addresses in
their title are considered to be commercial
names
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Resignations
In the case of any member wishing to resign,
notice in writing shall be given to the
Secretary of the relevant District Council.
The obligation in respect to clause 6 of the
Memorandum of Association will remain a
contingent liability for a further 12 months
from the date of resignation recorded by the
District Secretary.
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Conduct Prejudicial to
the Company
Member clubs shall not conduct themselves in a
manner that is deemed to be prejudicial to the
purpose of the Company The relevant District
Council or District Committee shall have the
power to suspend or expel from membership any
such member club, always provided that they
shall have their right to appear before that
body to state its case before any resolution
to suspend or expel is taken.
The relevant District Council or District
Committee shall be as defined in the
Regulations covering “Disciplinary Action and
Procedures” (Rules 1 & 2)
No person shall hold office within the Company
or participate in any of the Company’s
benefits, if he associates as a member,
official or competitor, with any organisation
formed to promote or to participate in events
held in willful conflict with the Rules and
Regulations of the Company.
-
Formation of District
Councils
-
If the National Committee
considers that a new District Council can be
formed in any area it shall nominate a
temporary secretary who shall call a meeting
of all the clubs in that area. If at that
meeting a formal motion to form a new
District Council is carried, a temporary
committee shall be elected to carry on the
work in the new District until the first
District Council meeting can be held.
-
As soon as possible after
the meeting, the temporary secretary must
forward to the National Committee full
details of the formation of the new District
and its elected officials. The National
Committee will then report the formation of
the new District to the Company at a General
Meeting for ratification. When a new
District takes part of the territory of an
existing District, the National Committee,
in consultation with the Districts
concerned, shall decide the new boundaries.
-
District Committees
should agree changes to their District
boundaries with the relevant adjacent
District(s). Where agreement cannot be
reached between Districts, the National
Committee, in consultation with all
Districts involved, shall determine any
changes to the District boundaries.
-
A District Council may be
dissolved by a resolution of:
-
the relevant District
Council, or
-
the National Committee,
or
-
the Company at a
General Meeting.
Such resolution shall
require a two-thirds majority. If, in the case
of a District Council or National Committee
resolution, a simple majority ensues, the
matter shall be passed to the next higher
level for consideration.
-
Delegates to District
Council
Each Member club shall nominate in writing two
of its members as delegates to represent that
club at their District Council Meetings. Only
Member clubs who have paid their annual
subscription prior to a District Council
Meeting may attend that meeting. The
Headquarters’ Club shall have no entitlement
to send delegates to any District Council. Any
subsequent changes to the delegates, including
the appointment of a deputy, shall be
similarly notified. Any Member club having a
delegate appointed as an officer of the
District shall be entitled to nominate a
replacement club delegate, in which case the
officer will lose the right to vote, except
that the Chairman has the right of a casting
vote.
-
District Councils
Each District Council shall:
-
Meet annually.
-
Meet prior to any
National Council Meeting to consider the
agenda and instruct their delegates.
-
Hold other special
meetings when required by:
-
instruction of the
National Committee, or
-
instruction of the
District Committee, or
-
a written requisition
of 20 per cent of the membership of the
District Council.
-
Administer the business
of the Company in accordance with the Rules
and Regulations.
-
Administer all funds
entrusted to it for the benefit of the
Company.
-
Investigate and/or refer
to the National Committee matters affecting
the interests of the Company that are:
-
referred to it,
-
of concern raised from
within the Company.
-
Appoint and remove
officers and members of the District
Committee.
-
Have the power to appoint
and dissolve Sub-committees.
-
District Council Annual
General Meeting (AGM)
-
At least six weeks notice
of the District Council AGM shall be given
to Member Clubs.
-
At least four weeks
before the meeting, items for the agenda
must be received by the District Secretary.
-
At least two weeks prior
to the meeting, three copies of the agenda
papers shall be sent to the Secretary of
each Member Club.
-
The agenda for the
meeting shall be to:
-
receive the Annual
Report of the District Committee
-
receive the audited
District Balance Sheet and Statement of
Accounts for the 12 months ending 31st
March of the last financial year
-
elect, from the
delegates, a District Committee of:
Chairman
Hon. Secretary
Hon. Assistant Secretaries and Coaches if
required
Hon. Treasurer
A maximum of ten others.
Each elected person will
normally remain in office until the next AGM
-
elect, from the
Committee, Delegates and Deputy Delegates
to represent the District at National
Council Meetings
-
appoint two Auditors
who shall not be members of the District
Committee
-
transact any other
business permitted by the Rules and
Regulations of the Company.
-
Other District Council
Meetings
-
At least 14 days notice
shall be given to Member Clubs of other
District Council meetings.
-
At least 10 days before
the meeting, items for the agenda must be
received by the District Secretary.
-
At least 5 days before
the meeting, three copies of the agenda
papers shall be sent to the Secretary of
each Member Club.
-
Duties of District
Officers
-
Each Hon. District
Secretary shall:
-
keep a current register
of its Member Clubs
-
keep a current register
of delegates elected to the District
Council
-
arrange meetings of the
District Committee giving at least 7 days
clear notice to its members
-
keep accurate minutes
of all meetings
-
attend to
correspondence
-
generally conduct the
business of the District in accordance
with the instructions of the District
Committee
-
within 10 days of each
District Council Meeting, send a report to
the National Secretary within 10 days of
the District AGM, send the names and
addresses of the District Committee to the
National Secretary
-
Each Hon. District
Treasurer shall:
-
receive monies on
behalf of the District Council
-
forward all monies to
the National Treasurer from time to time
or at the request of the National
Treasurer
-
discharge the financial
liabilities of the District Council as
instructed by the District Committee from
monies received from the National
Treasurer
-
keep an accurate record
of all income and expenditure
-
provide financial
reports to the District Committee
-
make such returns as
are required by the National Treasurer of
all events held in the District for which
the levy has been received and of any
cancelled events. A levy summary shall be
sent to the National Treasurer within 14
days of the end of the month to which it
relates. All returns shall be accompanied
by a copy of each relevant bank paying-in
slip.
-
District Committees
Each District Committee shall:
-
meet at least once in
each quarter
-
transact the business of
the District Council
-
have the power to fill
any District vacancy
-
appoint and dissolve
Sub-committees as required
-
investigate and/or refer
to the National Committee any matters that
the District Committee considers affect the
interests of the Company
-
deal with disciplinary
matters that arise in accordance with Rules
1 & 2.
-
Delegates to National
Council Meetings
Representation of District Councils to the
National Council Meetings shall be:
|
30 or less member clubs |
2 delegates |
|
31 to 45 member clubs |
3 delegates |
|
more than 45 member clubs |
4 delegates |
Each delegate has the right
to vote at the meeting, or adjournment
thereof, that he is appointed to attend.
The Headquarters’ Club shall have no
entitlement to send delegates to National
Council Meetings.
Any delegate unable to attend a National
Council Meeting shall inform his District
Chairman who may appoint another member of
that District Committee to act as a deputy.
Written notice of any such appointment shall
be given to the National Secretary before the
said meeting.
Any District having a delegate appointed as
Chairman of the Company shall be entitled to
nominate a replacement delegate, in which case
the Chairman will lose the right to vote,
except that he has the right of a casting
vote.
-
National Council
Meetings
Member Clubs via District Councils, through
appropriate resolutions at a National Council
Meeting, have full power to control the
conduct and policy of the Company and to
exercise all powers vested within the Rules
and Regulations.
The National Council A.G.M. will be held on a
Saturday and/or a Sunday in November, December
or January.
The Company will convene other National
Council Meetings when required by:
-
a resolution of the
National Council delegates, or
-
by order of the National
Committee, or
-
a requisition signed by
20 per cent of the District Councils
A National Council Meeting
has the power to:
-
appoint and dissolve
Sub-committees
-
add, amend or rescind
Rules and Regulations
-
Notice of National
Council Meetings
-
At least ten weeks notice
of a National Council Meeting shall be given
to member clubs.
-
At least six weeks before
the meeting, items for the agenda must be
received by the National Secretary.
-
At least three weeks
prior to the meeting, copies of the agenda
papers shall be sent to:
-
the Secretary of each
member club (3 copies)
-
each delegate to the
National Council Meeting (1 copy)
-
each District Secretary
(1 copy)
-
National Council Annual
General Meeting (AGM) Agenda
The agenda for the AGM shall be to:
-
receive the Annual Report
of the National Committee
-
receive the audited
Company Balance Sheet and Statement of
Accounts for the 12 months of the last
financial year that ended on 31st March
preceding the AGM.
-
elect by ballot honorary
officers as necessary
-
elect a Chairman of the
National Committee by a show of hands or by
a ballot
-
elect a National
Committee, by ballot. The National Committee
and Chairman shall be the Board of Directors
of the Company. Notwithstanding section 282
of the Act, the minimum number of Directors
shall be TWO and there shall be a maximum of
eleven including the Chairman. The Chairman
and each member, so elected, shall hold
office for a period expiring at the next
National Council AGM.
-
appoint a qualified
accountant or two auditors, who shall not be
delegates at a National Council Meeting, to
audit the Council’s accounts
-
elect at least six
individuals, who shall be past or present
delegates at a Company or RTTC National
Council Meeting but who must not be
currently members of the National Committee
to serve on the Appeals Panel
-
decide upon the promotion
and termination of the Company’s
Championships, Competitions and similar
contests
-
transact any other
competent business
A copy of the Minutes of
the AGM shall, if requested, be sent to any
member club.
-
The Board of Directors
The Chairman and the National Committee so
elected being Directors within the meaning of
the Act, must upon selection:
-
Sign their consent to act
as a Director of the Company.
-
Provide sufficient
information to enable the National Secretary
to comply with sections 288 and 294 of the
Act. (Section 293 of the Act shall not apply
to the Company).
-
Acknowledge that they
will act gratuitously, receive no
remuneration, only receive as of right
expenses as set out in section 25 below and
the indemnity in clause 26 of those present.
-
They will not be entitled
to any Contract of Employment.
-
Furthermore they will
waive the right howsoever arising to claim
against the Company for any amount in
respect of compensation for loss of office
for any reason whatsoever.
-
Chairman of the Company
The Chairman of the Company shall preside at
any National Council or National Committee
Meeting but, in his absence, the delegates
present shall elect one of their number to
preside.
-
Voting Procedures at
National Council Meetings
-
Motions which must appear
on the agenda paper, or amendments, before
National Council Meetings, shall require the
following majorities of the votes cast:
-
Not less than
two-thirds in favour:
-
motion to recommend
the amendment additions, deletions or
changes to the Rules and Regulations
-
promotion or
termination of the Company’s
Championships, Competitions and similar
contests
-
changes to
Championship or British Best All-Rounder
conditions which result in a conflict
with Rules and Regulations
-
amendments to motions
referred to in paragraphs (1) to (3)
-
leave to discuss
business not on the agenda paper
-
A simple majority of
the votes cast is required for all other
motions or amendments.
-
-
Voting shall be
determined by a show of hands unless a
poll is called for. Upon the declaration
of the result of the show of hands,
subject to the provisions of the Act, a
poll may be demanded in respect of a
resolution requiring a two-thirds
majority:
-
by the Chairman
-
by a simple majority
of the Districts present, each District
having one vote.
-
In the absence of a
demand for a poll the declaration of the
show of hands vote by the Chairman shall
be recorded in the minutes and shall be
binding upon the Company
-
The withdrawal of the
request for a poll before the poll is
taken, but after the result of the show of
hands, may only be accepted by the
Chairman on the basis that the show of
hands result shall stand.
-
The poll shall be
conducted as expeditiously as possible in
accordance with Section 49 of Table A of
the Act.
-
Only the resolution
or amended resolution may be put with no
explanation either for or against the
motion.
-
Voting shall be by
post only.
-
The last day for
receiving votes shall be 31 days from
the day details of the poll were posted
to the members.
-
There shall be no
provision for proxy votes.
-
The non-delivery of
ballot papers shall not invalidate the
vote.
-
Powers of the National
Committee
The National Committee shall have the power:
-
In conjunction with the
Officers of the Company to conduct the
business of the Company in accordance with
its Rules, Regulations and policies and to
report to the members from time to time.
-
-
To make resolutions
outside of meetings on matters notified to
all its members provided that decisions
are properly minuted.
-
To make resolutions in
writing, signed by at least 70% of the
members of the Committee. Such resolution
shall be binding on the Company.
-
Affiliate to and/or enter
into agreements with other bodies subject to
ratification at a National Council Meeting
-
Make joint affiliation
arrangements with other governing bodies
provided always that the club subscription
fee does not exceed that specified in
Article 5.
-
Employ/dismiss salaried
officers, as necessary, for the conduct of
the Company’s business and regulate their
remuneration.
-
Define the duties of the
officers.
-
Appoint and dissolve
Sub-committees.
-
-
Co-opt any person it
considers necessary. Co-opted members
shall not vote
-
Appoint any person
under power of attorney or otherwise to
act for the Company as an agent subject to
any conditions set down
-
Fill any vacancies that
occur within the National Committee or
Officers.
-
Frame Standing Orders for
the conduct of the Company’s business which
shall not override the existing Rules and
Regulations of the Company, unless passed by
a special resolution at a National Council
Meeting.
-
Define the area to be
administered by each District Council.
District Councils must have a minimum of 10
clubs except in special circumstances
determined by the National Committee.
-
Control any area in which
for the time being there is no District
Council.
-
Investigate and
adjudicate upon:
-
matters in which the
interests of the Company are concerned
-
matters referred to it
by District Councils
-
matters referred to it
by organisations or individuals after
investigation by a District Council
-
disputes between
District Councils
-
Make grants to District
Councils for conducting the general business
of the Company.
-
Adjudicate on the
competence of items submitted prior to their
inclusion on a National Council meeting
agenda. The items shall be listed in the
best order to expedite the business of the
meeting.
-
Investigate and
adjudicate upon claims to competition
records.
-
Responsibilities of the
National Committee
The National Committee shall:
-
meet as often as
necessary, but not less than once in each
quarter subject to 14 days notice of each
meeting
-
meet upon requisition of
any four of its members
-
have charge of and cause
proper accounts to be kept of the Company’s
funds in compliance with Sections 221 and
226 of the Act.
-
supervise the collection
of subscriptions
-
cause such payments to be
made from the Company’s funds as are
necessary in compliance with 221 and 226 of
the Act
-
send a copy of the Annual
Report and Accounts for the Financial Year
ending the 31st March to all members.
-
cause proper minutes of
meetings to be kept together with all other
records of its competitions and competition
records.
-
control the custody and
use of the Common Seal, which may only be
affixed following a resolution of the
National Committee and witnessed by any two
of the Directors or one Director and the
National Secretary. Every use of the seal
must be recorded in a Seal Book.
-
Each Committee member
must declare his personal interest in any
matter discussed at a meeting of the
Company. Unless permitted by the Chairman,
he cannot vote on such a matter.
-
Disqualification and
Removal of the Members of the National
Committee
The position of Director shall be vacated if:
-
by provision of the Act,
he becomes prohibited by law from being a
Director.
-
he becomes bankrupt or
makes any arrangement or composition with
his creditors generally; or
-
he is, or may be,
suffering from mental disorder and either:
-
he is admitted to
hospital in pursuance of an application for
treatment under the Mental Health Act 1983;
or
-
an order is made by a
court jurisdiction (whether in the United
Kingdom or elsewhere) in matters concerning
mental disorder for his detention or for the
appointment of a receiver, curator bonus or
other persons, to exercise powers with
respect to his property or affairs; or
-
he resigns his office by
notice to the Company; or
-
he shall for more than
six consecutive months have been absent
without permission of the Chairman from
meetings of the Committee and the members of
the Committee resolve the office be vacated
-
he is removed from office
pursuant to disciplinary action taken by the
company
-
Expenses & Allowances
Travelling expenses and a subsistence
allowance, may be claimed by individuals
acting in connection with the Company’s
business in the following circumstances:
-
District Council
delegates to National Council Meetings
-
officers and members or
co-opted members of the National Committee
attending meetings of the National Committee
or sub-committees or representing the
Company or the National Committee elsewhere
-
witnesses attending, at
the request of the District Committee, a
disciplinary hearing conducted by a District
Committee
-
members of the Appeals
Committee attending on the hearing of an
Appeal
In addition, the National
Committee may authorise the reimbursement of
travelling expenses and subsistence incurred
by District Council Officers, Committee
Members and authorised representatives in
carrying out their duties where it would not
be reasonable to expect such duties to be
carried out otherwise.
The National Committee shall from time to time
determine the maximum allowance in respect of
expenses permitted under this Article and
notify the same to the individuals concerned.
-
Indemnity
Subject to the Rules and Regulations, every
officer of the Company, Chairman and Member of
the National Committee, District Committee
Members, Officers and Officials of Clubs,
Event Secretaries, Timekeepers, Marshals,
Course Measurers, Caterers, helpers in the
conduct of an event under the jurisdiction of
the Company shall be entitled to be
indemnified by the Company from its assets or
insurances against any claim made against them
by a third party, including all expenses,
charges, costs, losses or liabilities incurred
by them provided that:
-
The activity being
undertaken was in good faith and was not
knowingly illegal.
-
Was in the course of the
Company’s business, and with the knowledge
of the Company
-
The person concerned was
not a driver or passenger in a motor vehicle
where compulsory insurance should be in
place under the Road Traffic Acts.
-
The Company is advised
immediately or as soon as practical of any
accident, incident or otherwise which could
result in a claim against the company.
-
Status of Events
For the purpose of these Rules and Regulations
all events promoted by member clubs of any
nature whatsoever as set out therein will be
deemed to have been promoted by member clubs
as gratuitous agents with the prime liability
in respect of THIRD PARTIES resting with the
Company as principal.
-
Notices
Subject to the Rules and Regulations and to
the Act, formal notices required in any
respect will be made by first class post where
“clear days” shall have elapsed between
posting and receipt. E.g. on a seven days
notice communicated:
Day 1 – Posting
Days 2-8 Notice Period
Day 9 - Delivery
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Dissolution
The Company, if wound up or dissolved, for any
reason whatsoever, will be subject to the
provision of clause 7 of the Memorandum of
Association.
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