Jan Powell
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CPSA Articles of Association - details now published
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UNBLOODYBELIEVEABLE.......!!!
THEY HAVE IGNORED ALL THE IMPORTANT POINTS RAISED...!!!
If you all let this go through then you will not have a say again in this Association.
All those who have seen the original draft will be able to see just how little has been changed.
So much for consultation with the membership.
Next we will be seeing a proxy vote form for you to fill in that has not yet been passed by an AGM.
Hahahahahahahaha they really do think that you are all suckers....and that because everyone is asleep....they can do anything !!
THEY HAVE IGNORED ALL THE IMPORTANT POINTS RAISED...!!!
If you all let this go through then you will not have a say again in this Association.
All those who have seen the original draft will be able to see just how little has been changed.
So much for consultation with the membership.
Next we will be seeing a proxy vote form for you to fill in that has not yet been passed by an AGM.
Hahahahahahahaha they really do think that you are all suckers....and that because everyone is asleep....they can do anything !!
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Notes from the SER meeting of 8th June 2013 re the new Draft CPSA Articles.
Please note that several people asked questions during the meeting and that the points discussed have been compiled below by Nicola Heron (Red) and Tim Greenwood (Blue) as requested by Sandie Butler the SER secretary.
This document will form part of the SER meeting notes to be circulated to all.
This document will also be the SE Region response to the first part of the consultation on the draft Articles. Also as requested by Nick Fellows due to the meeting running out of time,(a few remaining points that were not addressed are now also addressed below).
The SER will await the revised draft before making a final comment as to whether it is fit for purpose to be put to the members at an EGM.
THE MEETING WAS STARTED WITH A POWER POINT PRESENTATION BY THE CEO, PART OF WHICH DEALT WITH “SUCCESS”. THE CEO WAS ASKED TO QUANTIFY “SUCCESS” IN RELATION TO OUR ORGANISATION. NEITHER HE NOR EITHER OF THE DIRECTORS PRESENT COULD DO SO.
I WOULD SUBMIT THAT ANY ARTICLES SUBMITTED WITHOUT A DEFINITION OR STRATEDGY FOR SUCCESS WILL FAIL AS WE DO NOT KNOW WHAT WE WANT THEM TO ACHIEVE.
I WOULD SUBMIT MY DEFINITION FOR SUCCESS IS TO HAVE MEMBERS WHO ARE HAPPY WITH HOW THE CPSA IS RUN, LEADING TO MORE MEMBERS BEING RECRUITED WHICH MAKES THE CPSA A SUCCESS. IT MUST TRULY BECOME “OUR ASSOCIATION”.
7. Members’ reserve power
7. (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
This involves still calling for an EGM with the deposit of £1000. Directors use member’s money to consult with solicitors. Because of this, this is very unlikely to happen.
15.(4) The appointment of the Chairman and Deputy Chairman shall at all times be reserved to the Board.
The appointment of Chairman is the remit of the membership.
However in order to discuss this option properly several questions need answers.
What time of year will the appointment take place?
How long is the appointment for?
Is this by a ‘ballot’ of the Directors?
What happens if there is a contest of 2 or more Directors?
More specifics are needed before this right to appoint the Chairman is taken off the membership. We do not want it to become ‘pass the parcel’.
Absolutely not! The board is seeking to limit the members input to the running of the CPSA, by allowing a possible “round robin” of the chairman’s position. I would go so far as to suggest that the chairman is not elected from the board but by ballot of the members after a proposed director offers to the membership via the website and pull, details of why he thinks he//she should be chairman.
15.(5) The Board may decide to appoint a Chairman who is independent of the Board and the Association.
In what circumstances?
Is this by a ballot of members?
Is this by a ‘ballot’ of Directors?
How long for?
How do we then change our Chairman?
17. (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Association in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if paragraph (3) below applies, a director who is interested in an actual or proposed transaction or arrangement with the Association is to be counted as participating in the decision-making process for quorum and voting purposes.
Curious. Is ‘conflict of interest’ understood?
17.(3)(a) This paragraph applies when:
(a) the directors present at the meeting (other than the director who is interested in the actual or proposed transaction or arrangement with the Association) resolve to disapply the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
Curious… and the ‘and’ is missing off the end.
17.(3)( B) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
‘and’ is missing off the end again.
17.(4)© arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the Association or any of its subsidiaries which do not provide special benefits for directors or former directors.
Omit all words from ‘or any of its subsidiaries’ ….onwards.
17.(6) Subject to paragraph (7) below, if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chairman whose ruling in relation to any director other than the Chairman is to be final and conclusive.
Directors are voted to the board by the members, the directors should not be able to supersede the power of the members
What circumstances are envisaged?
17.(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the Chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
Too cosy.
18. Records of decisions to be kept
The directors must ensure that the Association keeps a record, in writing, for at least 7 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
Add ‘No confidential minutes to be kept except for staff salaries.
19. Directors’ discretion to make further rules
Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
Without referring the proposed rule change to the members? This sets a dangerous precedent!!
Too wide as drafted as to be open to abuse. Like.......... ‘Whatever’.!!
20. Number of directors
20. (1) The number of directors shall not be fewer than three nor more than twelve of whom, so far as possible, up to eight shall be elected by members of the Association and of whom up to four shall be appointed by the Board. The Board shall endeavour to ensure that at least two directors are independent. In appointing such independent directors the Board shall have regard to the needs of the Association and specific skills and experience of the proposed independent directors. The appointment of such two independent directors shall be for fixed two year terms.
The board is granting itself the power to appoint up to 4 more directors with voting rights. These could be people with their own agenda for the CPSA and could override some of the wishes of some of the directors appointed by the members
Take out ‘so far as possible’.
‘….4 directors appointed by Board’ – In what circumstances?
‘…endeavour to ensure…’ – Meaning?
20. (2) The eight directors elected by the members will be divided into the following two (2) categories: i) three (3) National Directors who will be elected by postal ballot of the entire membership of the Association and ii) five (5) Regional Directors, one resident in each of the existing five (5) regions of the Association, who will be elected by postal ballot of the members residing within their own region only.
There needs to be a formalized link between the regional committees and the regional directors, either by the articles or contract with the region insuring the regional director acts in accordance with the region, votes in accordance with the region at the board and communicates effectively with the region.
A method should be bought into force to ensure that if a director does not carry out his duties, the region that elected him should have the opportunity of removing him from his position without an EGM and £1000
21.(1) The board of directors may from time to time and at any time appoint any member, or other person who is willing to become a member of the board to fill a casual vacancy or by way of addition to the board. Unless filling a vacancy created by the resignation of an elected director, such appointment will be for no longer than two years. The CEO of the Association will not be a director of the Association by virtue of his post and will be appointed to his post by the Board. The CEO will report to the Board on all matters pertaining to the day to day management of the Association.
‘…or other person…….a casual vacancy….’ – Meaning?
Last line is inconsistent. Who is responsible for the day to day running of the CPSA if the Board only meets every 2 months? The CEO should be responsible for the day to day running of the CPSA.
21,(3) Candidates must identify the single vacancy for which they are standing. Each candidate must be nominated by a minimum of ten individual members, all of good standing, using the official Nomination Form provided by the Association. The details of the candidates and their categories shall be set out in the ballot paper in alphabetical order. Votes shall be recorded on a ballot paper to be supplied to each member not fewer than forty-two (42) days prior to the Annual General Meeting with the ballot paper to be returned to the Association offices, or such address as the scrutineer shall direct, at least fourteen (14) days prior to the Annual General Meeting. Ballot papers received after this date will be excluded. The result of the ballot shall be announced at the Annual General Meeting.
Omit ‘all of good standing’. All members are shotgun certificate holders anyway and therefore of good standing. This is open to abuse. What does it mean, people they do not like, whistleblowers, people seen as pains in the arse etc etc.
All CPSA members are of good standing unless proved otherwise
21.(4) There shall be no upper age limit for directors of the Association.
Why not?
21.(5) The board of directors may from time to time co-opt up to two persons to be members of the board for up to two year terms provided that the total number members of the board shall not exceed the number provided in Article 20.
Why do you need this when previously stated in 20(1)?
What circumstances are envisaged?
21.(6) Subject to the provisions of the Act, the directors will serve for three (3) years and retire by rotation. In the case of a director co-opted to replace a director who did not serve his full three year term that co-opted director will serve the remainder of the original three year term and then retire
After ‘retire by rotation’ add…’but can apply for re-election’.
‘Cannot sit more than 9 years…exceptional requirements’ - What is envisaged?
22.Termination of director’s appointment
Every director appointed pursuant to article 21 shall hold office until the earliest to occur of the following:
22.(d) …..they are removed from the Board by unanimous resolution of the other members of the Board
(such resolution passed by the Board but excluding the person so removed);
Absolutely not!!!!!!!!!!!!!!! A director could be removed if he asks awkward
questions for his region or if the board does not like him. Refer the matter to the members or regions with evidence for his removal and ask the members to decide by ballot.
OMIT. This is one of the most dangerous additions to the Articles.
This is a recipe for rubberstamps only to be kept on the Board.
22.(e) they absent themselves from three consecutive meetings of the Board without special leave of absence from the other directors, such leave not to be unreasonably withheld.
Omit from ‘…without special leave of absence from the other Directors, such leave not to be unreasonably withheld’. – Add except on Medical grounds.
23.(d) a registered medical practitioner who is treating that person gives a written opinion to the Association stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
Omit. This is just silly. It is improbable that a doctor would say this in any event. It is very naïve.
25. Directors’ expenses
The Association may pay any reasonable expenses which the directors properly incur in connection with their attendance at:
25.( B) general meetings, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Association.
Omit from ‘or otherwise’ to the end of that sentence. – We are not catering for Jollies abroad.
26. Directors’ indemnity and insurance
26. (1) Each director or other officer of the Association shall be indemnified out of the assets of the Association against all and any losses or liabilities which he may sustain in or about the execution of his duties or office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal or in connection with any application under section 727 of the Companies Act 2006 in which relief is granted to him by the Court, and no director or other officer of the Association shall be liable for any loss, damage or misfortune which may arise or be incurred by the Association in the proper execution of his duties or office or in relation thereto. This Article shall only have effect in so far as its provisions are not avoided by section 310 of the Companies Act.
Insert the word ‘lawful’ at line 3 …to make ‘lawful execution’
and at line 8…. ….’proper lawful execution’.
27.(2) The Association reserves the right to decline any application for membership or renewal in any group at its absolute discretion.
Absolutely not!! CPSA could decline the membership of any individual without giving just cause or reason. This could result in a legal challenge which once again the members pay for.
Omit ‘its absolute discretion’. – Too wide .It is like saying ‘no blacks, gays, women or dogs. These days there is a legal requirement to act with equality and diversity.
27.(4) A member may at any time withdraw from the Association by giving seven (7) days’ notice to the CEO whereupon no part of the subscription shall become repayable. Membership shall not be transferable and shall cease on death of the member. Membership will cease automatically upon non-payment of subscription thirty (30) days after the due date.
Omit ‘whereupon no part of the subscription shall become repayable’.
This is not lawful…and I was sat at the Board meeting when Jeremy Beard our CPSA Accountant made the very clear point that it is not lawful. You cannot refuse a refund under the law.
32.(4) No member who is not a director has any right to inspect any account or book or document of the Association except as conferred by statute or authorised by the Board.
Surely it is the fundamental right of a member to request sight of documents and accounts (not including wages or personal information)? Without that right the membership can be kept in the dark regarding many issues. Confidential minutes at board meetings should be abolished (unless wages and personal information). Complete minutes should be published both in audible and written format. We had an example at the 2013 AGM where minutes were “an impression” of occurrences rather than facts.
More information should be published, not less!!!!
33. Presentation of accounts
Should include a breakdown of each individual director’s expenses for the members to scrutinize!!!!!
34.(1) ‘….. All individual members eighteen (18) years of age or over in good standing of the Association shall be eligible for election to the Regional or County Committees for the region….’
Omit on line 5 ‘in good standing’ for the reasons stated at 21(3) above.
35. Attendance and speaking at general meetings
The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
Omit it. Far too wide. It is not for the Directors to decide who can speak at an AGM or General Meeting.
36.(4)(e) to discuss any such other business as shall be by notice in writing sent to the CEO and received by him not later than 31st January immediately preceding the date of the Annual General Meeting and signed by not fewer than five (5) Individual members. Notice thereof shall be given to the members of the Association prior to the meeting by means of the Association’s official journal PULL! magazine or such other method as the Board may decide;
Omit. This is Totalitarian.
36.(4)(f) to discuss in open forum any other business as may be brought up from the floor of the meeting with the approval of the Chairman.
This gives the chairman the right of censorship and should not be included. Everyone should have the right to speak at an AGM OR EGM.
Omit ‘with the approval of the Chairman’.
44.(2)© five members present in person having the right to vote on the resolution
Replace with ‘A current paid up Member of the CPSA’.
45. Content of proxy notices
Proxy votes should be specific to the specific subject stated and to a specific, named person attending. Proxy votes should not revert to the chairman or any board member under any circumstances. Proxy votes should only be used by a director if he/she is named and authorized by the member.
45.(2) The Association will require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
Omit if worded in this way. This is dangerous. Where are they to be made available? The proxy form should appear as a standard item in the Articles of Association.
Proxy Votes – Nowhere in the document does it cater for ‘Inspection of Proxy Votes’.
51.Indemnity
Why include this if already covered in company law???
51.(1) Notwithstanding Article 26 subject to paragraph (2), a director of the Association may be indemnified out of the Association’s assets against:
(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Association,
( B) any other liability incurred by that director as an officer of the Association.
51.(1)(a) Omit. I cannot believe that anyone would think that this article is good.
51.(1)( B) Add the word ‘properly’ incurred.
52. Bye-laws
The Board may from time to time make such Rules or Bye-Laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing the classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they shall by such Rules or Bye-Laws regulate:
(a) The administration and classification of members of the Association, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the joining fees, subscriptions and other fees or payments to be made by members.
This gives the directors cart-blanche to change the rules and bye-laws to suit themselves should they so wish if we do not have a director who speaks and votes in accordance with the regions wishes, the members have no say.
PART 8
DISSOLUTION
As discovered at the SE meeting this paragraph has no bearing on the CPSA as it applies to charities not a membership based limited company? It may be “best practice” for a charity but refusing to return members membership fees in the event of dissolution may be challengeable by law. Nearly all income to the CPSA comes from the members. They should be asked what happens to it. There is no other organization which has objectives similar to the CPSA……… well not yet anyway??
53.Dissolution
If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of article 5, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
This has to be by a vote of the members because all the assets belong to the members of the Association. They did not give up right to ownership when the Association was Incorporated.
Additional Items I Would Like Discussed/Included
1) Membership increases should be voted on by the members each year at the AGM after the production of the accounts and a statement from the CEO why he considers an increase/decrease in membership fees is advantageous
2) Individual expenses paid to individual directors, to include travelling, foreign visits etc, should be published in the accounts each year to ensure the membership is getting “value for money” from these expenses
3) A way that allows members to remove a director without an EGM and the deposit of £1000.
4) That “power point” presentations should be voted on by members present at any meeting to allow or disallow their being shown.
The power of the vote which allows members to become involved in the running of the CPSA has been grossly underrated. Giving more rights to vote will re-engage the membership.
How much money has the CPSA spent in re-branding/advertising the CPSA to achieve an additional 10 members as stated by Mr. Offord at the SE meeting? Perhaps engaging with the membership by allowing them to vote on more subjects will decrease the members resigning from the CPSA and bring in new members.
Please note that several people asked questions during the meeting and that the points discussed have been compiled below by Nicola Heron (Red) and Tim Greenwood (Blue) as requested by Sandie Butler the SER secretary.
This document will form part of the SER meeting notes to be circulated to all.
This document will also be the SE Region response to the first part of the consultation on the draft Articles. Also as requested by Nick Fellows due to the meeting running out of time,(a few remaining points that were not addressed are now also addressed below).
The SER will await the revised draft before making a final comment as to whether it is fit for purpose to be put to the members at an EGM.
THE MEETING WAS STARTED WITH A POWER POINT PRESENTATION BY THE CEO, PART OF WHICH DEALT WITH “SUCCESS”. THE CEO WAS ASKED TO QUANTIFY “SUCCESS” IN RELATION TO OUR ORGANISATION. NEITHER HE NOR EITHER OF THE DIRECTORS PRESENT COULD DO SO.
I WOULD SUBMIT THAT ANY ARTICLES SUBMITTED WITHOUT A DEFINITION OR STRATEDGY FOR SUCCESS WILL FAIL AS WE DO NOT KNOW WHAT WE WANT THEM TO ACHIEVE.
I WOULD SUBMIT MY DEFINITION FOR SUCCESS IS TO HAVE MEMBERS WHO ARE HAPPY WITH HOW THE CPSA IS RUN, LEADING TO MORE MEMBERS BEING RECRUITED WHICH MAKES THE CPSA A SUCCESS. IT MUST TRULY BECOME “OUR ASSOCIATION”.
7. Members’ reserve power
7. (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
This involves still calling for an EGM with the deposit of £1000. Directors use member’s money to consult with solicitors. Because of this, this is very unlikely to happen.
15.(4) The appointment of the Chairman and Deputy Chairman shall at all times be reserved to the Board.
The appointment of Chairman is the remit of the membership.
However in order to discuss this option properly several questions need answers.
What time of year will the appointment take place?
How long is the appointment for?
Is this by a ‘ballot’ of the Directors?
What happens if there is a contest of 2 or more Directors?
More specifics are needed before this right to appoint the Chairman is taken off the membership. We do not want it to become ‘pass the parcel’.
Absolutely not! The board is seeking to limit the members input to the running of the CPSA, by allowing a possible “round robin” of the chairman’s position. I would go so far as to suggest that the chairman is not elected from the board but by ballot of the members after a proposed director offers to the membership via the website and pull, details of why he thinks he//she should be chairman.
15.(5) The Board may decide to appoint a Chairman who is independent of the Board and the Association.
In what circumstances?
Is this by a ballot of members?
Is this by a ‘ballot’ of Directors?
How long for?
How do we then change our Chairman?
17. (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Association in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
(2) But if paragraph (3) below applies, a director who is interested in an actual or proposed transaction or arrangement with the Association is to be counted as participating in the decision-making process for quorum and voting purposes.
Curious. Is ‘conflict of interest’ understood?
17.(3)(a) This paragraph applies when:
(a) the directors present at the meeting (other than the director who is interested in the actual or proposed transaction or arrangement with the Association) resolve to disapply the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
Curious… and the ‘and’ is missing off the end.
17.(3)( B) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
‘and’ is missing off the end again.
17.(4)© arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the Association or any of its subsidiaries which do not provide special benefits for directors or former directors.
Omit all words from ‘or any of its subsidiaries’ ….onwards.
17.(6) Subject to paragraph (7) below, if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chairman whose ruling in relation to any director other than the Chairman is to be final and conclusive.
Directors are voted to the board by the members, the directors should not be able to supersede the power of the members
What circumstances are envisaged?
17.(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the Chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
Too cosy.
18. Records of decisions to be kept
The directors must ensure that the Association keeps a record, in writing, for at least 7 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
Add ‘No confidential minutes to be kept except for staff salaries.
19. Directors’ discretion to make further rules
Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
Without referring the proposed rule change to the members? This sets a dangerous precedent!!
Too wide as drafted as to be open to abuse. Like.......... ‘Whatever’.!!
20. Number of directors
20. (1) The number of directors shall not be fewer than three nor more than twelve of whom, so far as possible, up to eight shall be elected by members of the Association and of whom up to four shall be appointed by the Board. The Board shall endeavour to ensure that at least two directors are independent. In appointing such independent directors the Board shall have regard to the needs of the Association and specific skills and experience of the proposed independent directors. The appointment of such two independent directors shall be for fixed two year terms.
The board is granting itself the power to appoint up to 4 more directors with voting rights. These could be people with their own agenda for the CPSA and could override some of the wishes of some of the directors appointed by the members
Take out ‘so far as possible’.
‘….4 directors appointed by Board’ – In what circumstances?
‘…endeavour to ensure…’ – Meaning?
20. (2) The eight directors elected by the members will be divided into the following two (2) categories: i) three (3) National Directors who will be elected by postal ballot of the entire membership of the Association and ii) five (5) Regional Directors, one resident in each of the existing five (5) regions of the Association, who will be elected by postal ballot of the members residing within their own region only.
There needs to be a formalized link between the regional committees and the regional directors, either by the articles or contract with the region insuring the regional director acts in accordance with the region, votes in accordance with the region at the board and communicates effectively with the region.
A method should be bought into force to ensure that if a director does not carry out his duties, the region that elected him should have the opportunity of removing him from his position without an EGM and £1000
21.(1) The board of directors may from time to time and at any time appoint any member, or other person who is willing to become a member of the board to fill a casual vacancy or by way of addition to the board. Unless filling a vacancy created by the resignation of an elected director, such appointment will be for no longer than two years. The CEO of the Association will not be a director of the Association by virtue of his post and will be appointed to his post by the Board. The CEO will report to the Board on all matters pertaining to the day to day management of the Association.
‘…or other person…….a casual vacancy….’ – Meaning?
Last line is inconsistent. Who is responsible for the day to day running of the CPSA if the Board only meets every 2 months? The CEO should be responsible for the day to day running of the CPSA.
21,(3) Candidates must identify the single vacancy for which they are standing. Each candidate must be nominated by a minimum of ten individual members, all of good standing, using the official Nomination Form provided by the Association. The details of the candidates and their categories shall be set out in the ballot paper in alphabetical order. Votes shall be recorded on a ballot paper to be supplied to each member not fewer than forty-two (42) days prior to the Annual General Meeting with the ballot paper to be returned to the Association offices, or such address as the scrutineer shall direct, at least fourteen (14) days prior to the Annual General Meeting. Ballot papers received after this date will be excluded. The result of the ballot shall be announced at the Annual General Meeting.
Omit ‘all of good standing’. All members are shotgun certificate holders anyway and therefore of good standing. This is open to abuse. What does it mean, people they do not like, whistleblowers, people seen as pains in the arse etc etc.
All CPSA members are of good standing unless proved otherwise
21.(4) There shall be no upper age limit for directors of the Association.
Why not?
21.(5) The board of directors may from time to time co-opt up to two persons to be members of the board for up to two year terms provided that the total number members of the board shall not exceed the number provided in Article 20.
Why do you need this when previously stated in 20(1)?
What circumstances are envisaged?
21.(6) Subject to the provisions of the Act, the directors will serve for three (3) years and retire by rotation. In the case of a director co-opted to replace a director who did not serve his full three year term that co-opted director will serve the remainder of the original three year term and then retire
After ‘retire by rotation’ add…’but can apply for re-election’.
‘Cannot sit more than 9 years…exceptional requirements’ - What is envisaged?
22.Termination of director’s appointment
Every director appointed pursuant to article 21 shall hold office until the earliest to occur of the following:
22.(d) …..they are removed from the Board by unanimous resolution of the other members of the Board
(such resolution passed by the Board but excluding the person so removed);
Absolutely not!!!!!!!!!!!!!!! A director could be removed if he asks awkward
questions for his region or if the board does not like him. Refer the matter to the members or regions with evidence for his removal and ask the members to decide by ballot.
OMIT. This is one of the most dangerous additions to the Articles.
This is a recipe for rubberstamps only to be kept on the Board.
22.(e) they absent themselves from three consecutive meetings of the Board without special leave of absence from the other directors, such leave not to be unreasonably withheld.
Omit from ‘…without special leave of absence from the other Directors, such leave not to be unreasonably withheld’. – Add except on Medical grounds.
23.(d) a registered medical practitioner who is treating that person gives a written opinion to the Association stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
Omit. This is just silly. It is improbable that a doctor would say this in any event. It is very naïve.
25. Directors’ expenses
The Association may pay any reasonable expenses which the directors properly incur in connection with their attendance at:
25.( B) general meetings, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Association.
Omit from ‘or otherwise’ to the end of that sentence. – We are not catering for Jollies abroad.
26. Directors’ indemnity and insurance
26. (1) Each director or other officer of the Association shall be indemnified out of the assets of the Association against all and any losses or liabilities which he may sustain in or about the execution of his duties or office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal or in connection with any application under section 727 of the Companies Act 2006 in which relief is granted to him by the Court, and no director or other officer of the Association shall be liable for any loss, damage or misfortune which may arise or be incurred by the Association in the proper execution of his duties or office or in relation thereto. This Article shall only have effect in so far as its provisions are not avoided by section 310 of the Companies Act.
Insert the word ‘lawful’ at line 3 …to make ‘lawful execution’
and at line 8…. ….’proper lawful execution’.
27.(2) The Association reserves the right to decline any application for membership or renewal in any group at its absolute discretion.
Absolutely not!! CPSA could decline the membership of any individual without giving just cause or reason. This could result in a legal challenge which once again the members pay for.
Omit ‘its absolute discretion’. – Too wide .It is like saying ‘no blacks, gays, women or dogs. These days there is a legal requirement to act with equality and diversity.
27.(4) A member may at any time withdraw from the Association by giving seven (7) days’ notice to the CEO whereupon no part of the subscription shall become repayable. Membership shall not be transferable and shall cease on death of the member. Membership will cease automatically upon non-payment of subscription thirty (30) days after the due date.
Omit ‘whereupon no part of the subscription shall become repayable’.
This is not lawful…and I was sat at the Board meeting when Jeremy Beard our CPSA Accountant made the very clear point that it is not lawful. You cannot refuse a refund under the law.
32.(4) No member who is not a director has any right to inspect any account or book or document of the Association except as conferred by statute or authorised by the Board.
Surely it is the fundamental right of a member to request sight of documents and accounts (not including wages or personal information)? Without that right the membership can be kept in the dark regarding many issues. Confidential minutes at board meetings should be abolished (unless wages and personal information). Complete minutes should be published both in audible and written format. We had an example at the 2013 AGM where minutes were “an impression” of occurrences rather than facts.
More information should be published, not less!!!!
33. Presentation of accounts
Should include a breakdown of each individual director’s expenses for the members to scrutinize!!!!!
34.(1) ‘….. All individual members eighteen (18) years of age or over in good standing of the Association shall be eligible for election to the Regional or County Committees for the region….’
Omit on line 5 ‘in good standing’ for the reasons stated at 21(3) above.
35. Attendance and speaking at general meetings
The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
Omit it. Far too wide. It is not for the Directors to decide who can speak at an AGM or General Meeting.
36.(4)(e) to discuss any such other business as shall be by notice in writing sent to the CEO and received by him not later than 31st January immediately preceding the date of the Annual General Meeting and signed by not fewer than five (5) Individual members. Notice thereof shall be given to the members of the Association prior to the meeting by means of the Association’s official journal PULL! magazine or such other method as the Board may decide;
Omit. This is Totalitarian.
36.(4)(f) to discuss in open forum any other business as may be brought up from the floor of the meeting with the approval of the Chairman.
This gives the chairman the right of censorship and should not be included. Everyone should have the right to speak at an AGM OR EGM.
Omit ‘with the approval of the Chairman’.
44.(2)© five members present in person having the right to vote on the resolution
Replace with ‘A current paid up Member of the CPSA’.
45. Content of proxy notices
Proxy votes should be specific to the specific subject stated and to a specific, named person attending. Proxy votes should not revert to the chairman or any board member under any circumstances. Proxy votes should only be used by a director if he/she is named and authorized by the member.
45.(2) The Association will require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
Omit if worded in this way. This is dangerous. Where are they to be made available? The proxy form should appear as a standard item in the Articles of Association.
Proxy Votes – Nowhere in the document does it cater for ‘Inspection of Proxy Votes’.
51.Indemnity
Why include this if already covered in company law???
51.(1) Notwithstanding Article 26 subject to paragraph (2), a director of the Association may be indemnified out of the Association’s assets against:
(a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Association,
( B) any other liability incurred by that director as an officer of the Association.
51.(1)(a) Omit. I cannot believe that anyone would think that this article is good.
51.(1)( B) Add the word ‘properly’ incurred.
52. Bye-laws
The Board may from time to time make such Rules or Bye-Laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing the classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they shall by such Rules or Bye-Laws regulate:
(a) The administration and classification of members of the Association, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the joining fees, subscriptions and other fees or payments to be made by members.
This gives the directors cart-blanche to change the rules and bye-laws to suit themselves should they so wish if we do not have a director who speaks and votes in accordance with the regions wishes, the members have no say.
PART 8
DISSOLUTION
As discovered at the SE meeting this paragraph has no bearing on the CPSA as it applies to charities not a membership based limited company? It may be “best practice” for a charity but refusing to return members membership fees in the event of dissolution may be challengeable by law. Nearly all income to the CPSA comes from the members. They should be asked what happens to it. There is no other organization which has objectives similar to the CPSA……… well not yet anyway??
53.Dissolution
If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of article 5, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
This has to be by a vote of the members because all the assets belong to the members of the Association. They did not give up right to ownership when the Association was Incorporated.
Additional Items I Would Like Discussed/Included
1) Membership increases should be voted on by the members each year at the AGM after the production of the accounts and a statement from the CEO why he considers an increase/decrease in membership fees is advantageous
2) Individual expenses paid to individual directors, to include travelling, foreign visits etc, should be published in the accounts each year to ensure the membership is getting “value for money” from these expenses
3) A way that allows members to remove a director without an EGM and the deposit of £1000.
4) That “power point” presentations should be voted on by members present at any meeting to allow or disallow their being shown.
The power of the vote which allows members to become involved in the running of the CPSA has been grossly underrated. Giving more rights to vote will re-engage the membership.
How much money has the CPSA spent in re-branding/advertising the CPSA to achieve an additional 10 members as stated by Mr. Offord at the SE meeting? Perhaps engaging with the membership by allowing them to vote on more subjects will decrease the members resigning from the CPSA and bring in new members.
Jan Powell
Well-known member
- Joined
- Mar 22, 2012
- Messages
- 1,735
Please, everyone, take the time to read the Proposals and express your opinion, even if it's only a few words.
Don't leave it to others, this is your association. These proposals will change the governance of shooting for years to come.
Don't leave it to others, this is your association. These proposals will change the governance of shooting for years to come.
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RobertBeard
Moderator
It seems that the directors are going through a consultation process and then choosing to ignore the points with which the members are not happy!
Somehow we need to galvanise the whole membership to take notice and express their view.
Really it needs a letter being published in "PULL" magazine.
There seems to have been a complete failure to explain why the various changes have been proposed and why the objections and questions by the regions have been ignored in producing the now more widely published draft.
I need to study all of this and then make my comments on here.
Somehow we need to galvanise the whole membership to take notice and express their view.
Really it needs a letter being published in "PULL" magazine.
There seems to have been a complete failure to explain why the various changes have been proposed and why the objections and questions by the regions have been ignored in producing the now more widely published draft.
I need to study all of this and then make my comments on here.
Michael
Well-known member
I have read most of what is available to be read on this subject. Two points, letters & petitions get filed, the only way to put a stop to this crap is for a mass turnout at the forthcoming EAGM. The second point is that I shall probably not renew my CPSA membership when it falls due. I may be very late in the day in seeing the light, unfortunately I lead a very busy working life & I do shoot clay's for enjoyment. I may however consider adding my voice to what I suspect will be another attempt to shove us all as members where we don't want to go.
For f***s sake sombody in the CPSA start listening.
For f***s sake sombody in the CPSA start listening.
I vote for NIcola, she has a full hands on the situation, although I can't help thinking that this is probably a done deal, too many empire builders and personal agendas going on for my liking...
Who would have thought clay pigeon/target shooting was sooooo political, its like West Wing but with character...
Who would have thought clay pigeon/target shooting was sooooo political, its like West Wing but with character...
P
** Pending Removal **
Guest
What.......waste more time where the membership are extatically happy to allow this to go through.......Nah..!
Life is toooooo short.
Life is toooooo short.
sarachambers
Well-known member
- Joined
- Sep 15, 2011
- Messages
- 194
I'm 'surprised' at a few things, included but not limited to:
1. Whilst I can see that directors may remove other directors they have appointed, I am surprised they should be drafted such that the directors may remove directors elected my membership. This may have unforeseen consequences. Best to restrict to co-opted / "independent" appointed directors
2. Proxies - it would be easier if a standard form was included in the articles?
1. Whilst I can see that directors may remove other directors they have appointed, I am surprised they should be drafted such that the directors may remove directors elected my membership. This may have unforeseen consequences. Best to restrict to co-opted / "independent" appointed directors
2. Proxies - it would be easier if a standard form was included in the articles?
P
** Pending Removal **
Guest
Nope..!
P
** Pending Removal **
Guest
Just read it people.....you have to vote on it.....for now..!
P
** Pending Removal **
Guest
Peeps the point of the new Articles is to make the rules and constitution of the Cpsa...robust and fit for purpose for now and more importantly.....for the future....when many of us are no longer around.
It is up to 'us' the old guard of the sport....and 'you' the existing and new members ......to ensure that we have a safe legacy.....in an Association that cannot be stolen or given away.....and one that governs with fairness, justice and sense to all the membership that supports it by paying a fee. It should give as much time and effort to grass roots as the do to chasing the Olympic dream and funding....that goes to elite athletes or adds to yet more administration.
But most of all.....they should not forget that they (the board) are just ordinary shooters like we are......and their one job is to manage 'our affairs' by listening to the membership. Otherwise they do not deserve to be there.
Read the information in the new draft……….compare the ‘two’ versions to see what has changed………and then decide……..’ARE THE BOARD LISTENING TO YOU?’
After that……..send in your feedback…….hope it gets listened too…….then…..sometime in the near future (probably September / October)……’YOU’ …..get to vote…..!!
It is up to 'us' the old guard of the sport....and 'you' the existing and new members ......to ensure that we have a safe legacy.....in an Association that cannot be stolen or given away.....and one that governs with fairness, justice and sense to all the membership that supports it by paying a fee. It should give as much time and effort to grass roots as the do to chasing the Olympic dream and funding....that goes to elite athletes or adds to yet more administration.
But most of all.....they should not forget that they (the board) are just ordinary shooters like we are......and their one job is to manage 'our affairs' by listening to the membership. Otherwise they do not deserve to be there.
Read the information in the new draft……….compare the ‘two’ versions to see what has changed………and then decide……..’ARE THE BOARD LISTENING TO YOU?’
After that……..send in your feedback…….hope it gets listened too…….then…..sometime in the near future (probably September / October)……’YOU’ …..get to vote…..!!
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As usual you are correct Nic! I have often wondered if a mass resignation of members would have an effect, or possibly everyone boycotting registered shoots for a month? This will not happen of course, and I fear that the members will in the end do practically nothing about these proposed con tricks. Am I a cynic? Yep!!!!! :banghead:
Nicola,
You raise an interesting point, you said:-
"..to ensure that we have a safe legacy.....in an Association that cannot be stolen or given away.....and one that governs with fairness, justice and sense to all the membership that supports it by paying a fee. It should give as much time and effort to grass roots as the do to chasing the Olympic dream and funding....that goes to elite athletes or adds to yet more administration."
This is where we MAY have a fundamental flaw. We have CPSA, BICTSF, Sport England, Sport UK and probably a myriad other organisations muddying the water and diluting the funding. The CPSA is the body for England , no longer Wales, Scotland or Ireland. So is it not time they started looking after grass roots English clay shooters? Or is the real agenda a 'SuperPower' that will manage ALL shooting sports? Not necessarily from Edmonton House, but containing a few familiar faces????
I note from the briefing notes from West Midlands that my idea to sack all of the current board is illegal.
So I guess we are stuck with what we have got.
Because the membership don't want change or improvement, they just want to go shooting.
You raise an interesting point, you said:-
"..to ensure that we have a safe legacy.....in an Association that cannot be stolen or given away.....and one that governs with fairness, justice and sense to all the membership that supports it by paying a fee. It should give as much time and effort to grass roots as the do to chasing the Olympic dream and funding....that goes to elite athletes or adds to yet more administration."
This is where we MAY have a fundamental flaw. We have CPSA, BICTSF, Sport England, Sport UK and probably a myriad other organisations muddying the water and diluting the funding. The CPSA is the body for England , no longer Wales, Scotland or Ireland. So is it not time they started looking after grass roots English clay shooters? Or is the real agenda a 'SuperPower' that will manage ALL shooting sports? Not necessarily from Edmonton House, but containing a few familiar faces????
I note from the briefing notes from West Midlands that my idea to sack all of the current board is illegal.
So I guess we are stuck with what we have got.
Because the membership don't want change or improvement, they just want to go shooting.
VicW
Well-known member
Of the CPSA's 24,000 members,of whom only 6000 shoot registered shoots,how many do you really think are in the least bit interested in the Articles at all,let alone any changes to them?
How many do you imagine are even aware that something is going on that may or may not be to the detriment of the CPSA's organisation and day to day running?
How many members do you think,if told of the latest round of machinations,would actually give a damn.
They enter their registered shoots and get their classification,they enter non registered shoots and competitions,they take part in their club shoots and straw-balers on a Sunday morning and they are insured and get a magazine.
They sure as hell aren't going to read the proposed new Articles,bound up as they are in confusing legal language as they have to be.They sure as hell aren't going to turn up en-masse at the EGM to vote on the changes.
Therefore the changes will go through,the CPSA will continue to exist and the vast majority of the membership will not be any the wiser because they will still be getting from their membership everything that they had before.
You can,of course,try to persuade the run of the mill membership to take an interest but I don't reckon you will meet with much success.
Where do I stand on this? I am a Clubman member so I get insurance and a magazine for my fees and I would like to think that,for my support, the CPSA will be reactive and proactive regarding matters concerning the protection of my chosen pastime of clay shooting,but I am not convinced.
In the unlikely event that the CPSA folds then I,like thousands of others,would have to go elsewhere.
Clay shooting would survive,Non registered competitions would take over,maybe there might be an increase in them.
Have I read through the proposed new articles,no,because it is largely unintelligible to me and I don't understand any of it,just like most of the membership. I exclude the knowledgeable contributors to this topic from that comment.
Vic.
How many do you imagine are even aware that something is going on that may or may not be to the detriment of the CPSA's organisation and day to day running?
How many members do you think,if told of the latest round of machinations,would actually give a damn.
They enter their registered shoots and get their classification,they enter non registered shoots and competitions,they take part in their club shoots and straw-balers on a Sunday morning and they are insured and get a magazine.
They sure as hell aren't going to read the proposed new Articles,bound up as they are in confusing legal language as they have to be.They sure as hell aren't going to turn up en-masse at the EGM to vote on the changes.
Therefore the changes will go through,the CPSA will continue to exist and the vast majority of the membership will not be any the wiser because they will still be getting from their membership everything that they had before.
You can,of course,try to persuade the run of the mill membership to take an interest but I don't reckon you will meet with much success.
Where do I stand on this? I am a Clubman member so I get insurance and a magazine for my fees and I would like to think that,for my support, the CPSA will be reactive and proactive regarding matters concerning the protection of my chosen pastime of clay shooting,but I am not convinced.
In the unlikely event that the CPSA folds then I,like thousands of others,would have to go elsewhere.
Clay shooting would survive,Non registered competitions would take over,maybe there might be an increase in them.
Have I read through the proposed new articles,no,because it is largely unintelligible to me and I don't understand any of it,just like most of the membership. I exclude the knowledgeable contributors to this topic from that comment.
Vic.
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