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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.

  1. 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.

  2. Application of Rules and Regulations
    The Rules and Regulations of the Company are to be interpreted to apply equally to both sexes.

  3. Membership of the Company

    1. The number of Members is unlimited.

    2. The provisions of Section 352 of the Act shall be observed by the Company (keep a record of members).

    3. Membership of the Company is open to clubs and not to private individuals with the exception of the signatories subscribing to these Articles.

    4. 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.

  4. 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 2014 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.

  5. 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:

    1. (a) wish to carry advertising on their race clothing

    and/or

    1. (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 £20 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

  6. 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.

  7. 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.

  8. Formation of District Councils

    1. 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.

    2. 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.

    3. 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.

    4. A District Council may be dissolved by a resolution of:

      1. the relevant District Council, or

      2. the National Committee, or

      3. 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.

  9. 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.

  10. District Councils
    Each District Council shall:

    1. Meet annually.

    2. Meet prior to any National Council Meeting to consider the agenda and instruct their delegates.

    3. Hold other special meetings when required by:

      1. instruction of the National Committee, or

      2. instruction of the District Committee, or

      3. a written requisition of 20 per cent of the membership of the District Council.

    4. Administer the business of the Company in accordance with the Rules and Regulations.

    5. Administer all funds entrusted to it for the benefit of the Company.

    6. Investigate and/or refer to the National Committee matters affecting the interests of the Company that are:

      1. referred to it,

      2. of concern raised from within the Company.

    7. Appoint and remove officers and members of the District Committee.

    8. Have the power to appoint and dissolve Sub-committees.

  11. District Council Annual General Meeting (AGM)

    1. At least six weeks notice of the District Council AGM shall be given to Member Clubs.

    2. At least four weeks before the meeting, items for the agenda must be received by the District Secretary.

    3. At least two weeks prior to the meeting, three copies of the agenda papers shall be sent to the Secretary of each Member Club.

    4. The agenda for the meeting shall be to:

      1. receive the Annual Report of the District Committee

      2. receive the audited District Balance Sheet and Statement of Accounts for the 12 months ending 31st March of the last financial year

      3. 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

      1. elect, from the Committee, Delegates and Deputy Delegates to represent the District at National Council Meetings

      2. appoint two Auditors who shall not be members of the District Committee

      3. transact any other business permitted by the Rules and Regulations of the Company.

  12. Other District Council Meetings

    1. At least 14 days notice shall be given to Member Clubs of other District Council meetings.

    2. At least 10 days before the meeting, items for the agenda must be received by the District Secretary.

    3. At least 5 days before the meeting, three copies of the agenda papers shall be sent to the Secretary of each Member Club.

  13. Duties of District Officers

    1. Each Hon. District Secretary shall:

      1. keep a current register of its Member Clubs

      2. keep a current register of delegates elected to the District Council

      3. arrange meetings of the District Committee giving at least 7 days clear notice to its members

      4. keep accurate minutes of all meetings

      5. attend to correspondence

      6. generally conduct the business of the District in accordance with the instructions of the District Committee

      7. 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

    2. Each Hon. District Treasurer shall:

      1. receive monies on behalf of the District Council

      2. forward all monies to the National Treasurer from time to time or at the request of the National Treasurer

      3. discharge the financial liabilities of the District Council as instructed by the District Committee from monies received from the National Treasurer

      4. keep an accurate record of all income and expenditure

      5. provide financial reports to the District Committee

      6. 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.

  14. District Committees
    Each District Committee shall:

    1. meet at least once in each quarter

    2. transact the business of the District Council

    3. have the power to fill any District vacancy

    4. appoint and dissolve Sub-committees as required

    5. investigate and/or refer to the National Committee any matters that the District Committee considers affect the interests of the Company

    6. deal with disciplinary matters that arise in accordance with Rules 1 & 2.

  15. 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.

  16. 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:
     

    1. a resolution of the National Council delegates, or

    2. by order of the National Committee, or

    3. a requisition signed by 20 per cent of the District Councils

    A National Council Meeting has the power to:

    1. appoint and dissolve Sub-committees

    2. add, amend or rescind Rules and Regulations

  17. Notice of National Council Meetings

    1. At least ten weeks notice of a National Council Meeting shall be given to member clubs.

    2. At least six weeks before the meeting, items for the agenda must be received by the National Secretary.

    3. At least three weeks prior to the meeting, copies of the agenda papers shall be sent to:

      1. the Secretary of each member club (3 copies)

      2. each delegate to the National Council Meeting (1 copy)

      3. each District Secretary (1 copy)

  18. National Council Annual General Meeting (AGM) Agenda
    The agenda for the AGM shall be to:

    1. receive the Annual Report of the National Committee

    2. 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.

    3. elect by ballot honorary officers as necessary

    4. elect a Chairman of the National Committee by a show of hands or by a ballot

    5. 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.

    6. appoint a qualified accountant or two auditors, who shall not be delegates at a National Council Meeting, to audit the Council’s accounts

    7. 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

    8. decide upon the promotion and termination of the Company’s Championships, Competitions and similar contests

    9. transact any other competent business

    A copy of the Minutes of the AGM shall, if requested, be sent to any member club.

  19. The Board of Directors
    The Chairman and the National Committee so elected being Directors within the meaning of the Act, must upon selection:

    1. Sign their consent to act as a Director of the Company.

    2. 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).

    3. 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.

    4. They will not be entitled to any Contract of Employment.

    5. 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.

  20. 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.

  21. Voting Procedures at National Council Meetings

    1. Motions which must appear on the agenda paper, or amendments, before National Council Meetings, shall require the following majorities of the votes cast:

      1. Not less than two-thirds in favour:

        1. motion to recommend the amendment additions, deletions or changes to the Rules and Regulations

        2. promotion or termination of the Company’s Championships, Competitions and similar contests

        3. changes to Championship or British Best All-Rounder conditions which result in a conflict with Rules and Regulations

        4. amendments to motions referred to in paragraphs (1) to (3)

        5. leave to discuss business not on the agenda paper

      2. A simple majority of the votes cast is required for all other motions or amendments.

    2.  

      1. 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:

        1. by the Chairman

        2. by a simple majority of the Districts present, each District having one vote.

      2. 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

      3. 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.

      4. The poll shall be conducted as expeditiously as possible in accordance with Section 49 of Table A of the Act.

        1. Only the resolution or amended resolution may be put with no explanation either for or against the motion.

        2. Voting shall be by post only.

        3. The last day for receiving votes shall be 31 days from the day details of the poll were posted to the members.

        4. There shall be no provision for proxy votes.

        5. The non-delivery of ballot papers shall not invalidate the vote.

  22. Powers of the National Committee
    The National Committee shall have the power:

    1. 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.

    2.  

      1. To make resolutions outside of meetings on matters notified to all its members provided that decisions are properly minuted.

      2. To make resolutions in writing, signed by at least 70% of the members of the Committee. Such resolution shall be binding on the Company.

    3. Affiliate to and/or enter into agreements with other bodies subject to ratification at a National Council Meeting

    4. Make joint affiliation arrangements with other governing bodies provided always that the club subscription fee does not exceed that specified in Article 5.

    5. Employ/dismiss salaried officers, as necessary, for the conduct of the Company’s business and regulate their remuneration.

    6. Define the duties of the officers.

    7. Appoint and dissolve Sub-committees.

    8.  

      1. Co-opt any person it considers necessary. Co-opted members shall not vote

      2. Appoint any person under power of attorney or otherwise to act for the Company as an agent subject to any conditions set down

      3. Fill any vacancies that occur within the National Committee or Officers.

    9. 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.

    10. 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.

    11. Control any area in which for the time being there is no District Council.

    12. Investigate and adjudicate upon:

      1. matters in which the interests of the Company are concerned

      2. matters referred to it by District Councils

      3. matters referred to it by organisations or individuals after investigation by a District Council

      4. disputes between District Councils

    13. Make grants to District Councils for conducting the general business of the Company.

    14. 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.

    15. Investigate and adjudicate upon claims to competition records.

  23. Responsibilities of the National Committee
    The National Committee shall:

    1. meet as often as necessary, but not less than once in each quarter subject to 14 days notice of each meeting

    2. meet upon requisition of any four of its members

    3. 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.

    4. supervise the collection of subscriptions

    5. cause such payments to be made from the Company’s funds as are necessary in compliance with 221 and 226 of the Act

    6. send a copy of the Annual Report and Accounts for the Financial Year ending the 31st March to all members.

    7. cause proper minutes of meetings to be kept together with all other records of its competitions and competition records.

    8. 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.

    9. 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.

  24. Disqualification and Removal of the Members of the National Committee
    The position of Director shall be vacated if:

    1. by provision of the Act, he becomes prohibited by law from being a Director.

    2. he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

    3. he is, or may be, suffering from mental disorder and either:

    4. he is admitted to hospital in pursuance of an application for treatment under the Mental Health Act 1983; or

    5. 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

    6. he resigns his office by notice to the Company; or

    7. 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

    8. he is removed from office pursuant to disciplinary action taken by the company

  25. 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:

    1. District Council delegates to National Council Meetings

    2. 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

    3. witnesses attending, at the request of the District Committee, a disciplinary hearing conducted by a District Committee

    4. 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.

  26. 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:

    1. The activity being undertaken was in good faith and was not knowingly illegal.

    2. Was in the course of the Company’s business, and with the knowledge of the Company

    3. 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.

    4. 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.

  27. 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.

  28. 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

  29. 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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