Macclesfield Wheelers Ltd

Articles of Association

The following articles of association form part of the existing constitution and rules of the Macclesfield Wheelers cycle club. These articles of association are not intended to supersede the existing constitution and rules but to define the makeup of the Board of Directors and the limits of powers for those Directors.

Part A defines the Directors responsibilities and Part B is comprised of the existing Constitution and Rules that govern the club.

Part A Board Responsibilities and Composition

Company Name
Macclesfield Wheelers Ltd is an Incorporated Organisation formed as a company limited by guarantee.

Trading Name
Macclesfield Wheelers Ltd shall trade as Macclesfield Wheelers

Board Composition
The Directors of the company shall be the persons holding the following offices of the club and elected according to the rules set out in Part B:-

  1. Chairman

  2. Treasurer

  3. General Secretary

Termination of director’s appointment

  1. A person ceases to be a director as soon as:-

    1. They cease to be a member of the club

    2. A bankruptcy order is made against that person

    3. The person is deemed not be of sound mind

    4. They do not win election to the required role at the appropriate AGM/EGM

Directors’ general authority

The Directors are responsible solely for the following matters:-

  1. Conducting a Board Meeting on an annual basis

  2. Ensuring that the club is run according to the requirements of a Limited Company set out by Companies House.

  3. Ensuring that the Management Committee (as defined in the club rules) is running the club in a manner that ensures compliance with the club constitution and rules
    Cont’d

  4. The Directors shall delegate the running of the club to the Management Committee as defined in club rules.

  5. Take steps to ensure that the Management committee is constituted according to the rules defined in Part B.

Directors’ Board meetings

  1. The Directors shall meet once a year to review the business of Macclesfield Wheelers Ltd and provide any necessary guidance to the club Management Committee.

  2. This meeting shall take place between 30th September and prior to the AGM for that year.

  3. A quorum for such a meeting shall be two Directors

  4. The minutes of the board meeting shall be available to the club committee prior to the AGM

Directors’ remuneration and expenses

  1. As Directors of the company, they are entitled to no remuneration for the carrying out of the responsibilities of the company.

Liability of members

  1. The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of its being wound up while he/she is a member or within one year after he ceases to be a member, for payment of the company’s debts and liabilities contracted before he/she ceases to be a member.

Dissolution of the company

  1. If upon winding up or dissolution of the Club there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Club, but shall be transferred either to some other institution (whether or not a member of the Club) having aims and objectives similar to the objectives of the club, or to some institution (whether or not a Member of the Club) the object of which are the promotion of charity and anything incidental or conducive thereto, such institutions to be determined by the Full Members of the club at or before the time of dissolution.

Part B – Club Constitution and Rules

Constitution

1.Macclesfield Wheelers is the trading name of Macclesfield Wheelers Ltd 

2. The club’s aims are to pursue and encourage all aspects of cycling amongst those living in and visiting Macclesfield and its surroundings.

3. Membership of the club is open to all, regardless of any characteristic defined as a protective characteristic under the Equality Act 2010, including as this may be amended in the future or replaced by other legislation.

4. The club shall only alter this constitution following a resolution to that effect supported by at least five-sixths of the members present at an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) duly called.

5. The club shall only be dissolved following a resolution to that effect supported by at least five-sixths of the members present at an EGM duly called.

Rules

1. Membership

1.1 Anyone can apply to be a member of the club.

1.2 Members of other cycling club can apply to be second claim members. Such members may not race for Macclesfield Wheelers and are not eligible for awards in club competitions and championships. Otherwise, their rights and responsibilities are the same as any other member.

1.3 Members under 12 years old may not ride with the club on public roads.

1.4 The membership of a new member aged under 18 starts on the day the club receives their completed paper membership application, including a declaration signed by their parent or guardian.

1.5 The membership of a new member aged 18 or over starts on the day the club receives their completed online or paper membership application and subscription payment.

1.6 Any member that the committee considers to have acted in an inappropriate manner may be suspended from membership for a defined period of up to 12 months, during which time they may not participate in any club activities. The committee shall call an Extraordinary General Meeting to propose that any such member is removed from membership, with such a decision requiring the agreement of two-thirds of those present and voting on the proposal.

1.7 Members aged 12 or over, and riding with the club, must have third party liability insurance that covers them against claims made by others for any injury, loss or damage caused, or alleged to have been caused, by them while cycling. 

1.8 Members wishing to renew their membership must do so promptly once invited to do so in order that the club complies with its organisers’ liability insurance.

1.9 Members can attend and vote at the club’s Annual General Meeting (AGM) and any Extraordinary General Meeting (EGM).

Life members shall only be proposed by the committee and appointed at an AGM or EGM. Any life member not agreeing to serve on the committee for the present year (see rule 2.5 below) may still attend any committee meeting.

The following criteria shall be used as guidelines when consideration is made by the Committee with respect to appointing life members under the provisions of Club Articles Clause 1.10.

  • A minimum of 15 years club membership

  • A minimum of 10 years in roles that are material for the running or development of the club, these might include but not limited to Chairman, President & Treasurer or organising events that promote the standing of the club on a local or national basis.

  • Demonstrated behaviours and attributes that reflect credit on the club over the tenure of their membership.

  • Specific and maintained sporting prowess that has promoted the aims and profile of the club on a national basis.

  • Any nominations may fit one or all of these criteria at the sole discretion of the committee

2. Annual General Meeting

The club shall hold an Annual General Meeting (AGM) no later than 31 December each year to conduct the following business.

To accept a written annual report.

2.2 To approve audited accounts of receipts and payments for the year to 30 September and a balance sheet at that date.

2.3 To appoint an auditor for the following year, who should be independent of the Treasurer.

2.4 To consider any resolutions on the agenda.

2.5 To elect the committee, suitable in size and structure to meet the club’s purposes but of no less than five people, to serve until the next AGM, including, but not limited to: 

  • Chair

  • Club Welfare Officer

  • General Secretary

  • Membership Secretary

  • Treasurer

  • Any life member who advises the General Secretary before the AGM that they are willing to serve on the committee until the next AGM.

  • Any other member.

2.6 To consider any proposals from the committee to confer life membership on a member.

2.7 To approve any changes to these rules, with any such changes requiring the agreement of at least two-thirds of members present.

2.8 To consider any other urgent business arising since the distribution of the agenda.

3. Procedure for Annual General Meetings

3.1 No later than 42 days before the Annual General Meeting (AGM), the General Secretary shall send notice of the meeting to all members who have supplied the club with a valid email address. 

3.2 A member wishing to propose a resolution at the AGM must ensure that the resolution is received in writing (including by email) by the General Secretary no later than 21 days before the AGM.

3.3 No later than seven days before the AGM, the General Secretary shall send the agenda for the meeting to all members who have supplied the club with a valid email address. 

3.4 The AGM can only start and continue providing there are at least 15 members present.

3.5 Where more than one candidate is proposed for office, the result shall be determined by paper ballot of those present.

3.6 A member not present at the AGM may be elected only providing that they have told the General Secretary before the AGM that they are willing to stand for election.

3.7 In the event that any vote or election is tied, for or against, the Chair may exercise a casting vote.

3.8 The General Secretary shall send the minutes of the AGM to all members who have supplied the club with a valid email address.

3.9 Decisions reached at the AGM may only be reversed or altered at a subsequent Annual or Extraordinary General Meeting.

4. Extraordinary General Meetings

4.1 The club shall arrange an Extraordinary General Meeting (EGM) no later than 14 days after the General Secretary receives a written resolution signed by no fewer than 12 members, or as directed by the committee. 

4.2 No later than 14 days before the EGM, the General Secretary shall send notice of the meeting to all members who have supplied the club with a valid email address.

4.3 No later than 7 days before the EGM, the General Secretary shall send the agenda for the meeting to all members who have supplied the club with a valid email address 

4.4 The General Secretary shall send the minutes of the EGM to all members who have supplied the club with a valid email address.

4.5 Decisions reached at an EGM may only be reversed or altered at a subsequent Annual or Extraordinary General Meeting.

5. The committee

The committee shall manage the club for the members and be answerable to them through the Annual General Meeting and any Extraordinary General Meeting. 

The committee’s responsibilities shall include, but shall not be limited to, the following.

5.1 To meet, with a quorum of no less than five, as regularly as necessary to manage the club.

5.2 To determine the club’s strategy in pursuing the club’s aims and to organise activities that support that strategy.

5.3 To maintain appropriate organisers’ liability insurance to protect members who serve the club as committee members, event organisers, ride leaders, etc.

5.4 To establish sub-committees and working parties for specific purposes as it sees necessary.

5.5 To maintain role profiles for individual committee roles, event organisers, etc.

5.6 To set annual membership subscriptions.

5.7 To decline the membership application of any person that it deems unsuitable for membership and to suspend any member in accordance with rule 1.6

5.8 To fill, from the membership, any vacancies that may occur during the year amongst the committee, event organisers or delegates to cycling organisations.

5.9 To encourage safe and responsible riding by members and guest riders using whatever means that it sees fit.

5.10 To develop, maintain and promote a written policy designed, as far as possible, to keep safe all children, young people and vulnerable adults riding or otherwise engaged with the club.

5.11 To review the rules for competitions and awards regularly to ensure that these continue to support the club’s purposes.

5.12 To develop, maintain and adhere to a written document outlining the controls over the administration of the club’s finances.

5.13 To maintain an inventory of club trophies and any asset costing the club over £250. 

5.14 To affiliate the club to any cycling organisation that it sees fit, and, as necessary, appoint delegates to such organisations.

5.15 To invite event organisers, ride leaders, delegates to cycling organisations and any other members to attend committee meetings as it sees fit and to allow them to vote on matters relevant to their areas of responsibility.

5.16 To publish the club’s constitution and rules on the club website.

Any questions? Just contact simon.g2@macclesfieldwheelers.org.uk.