The National Exec are holding the AGM shortly. All members are welcome. This has been posted by Polly, one of the officers, and is posted here at the request of Cornwall TRF.
It seems like hard going but also seems to be very important.
I suggest that if there's anything in particular you want an answer to either email Steve (Devon Sec), direct or send me a PM and I'll get it to him.
Steve (Sec), Brian (ROW officer), Steve H, and others are planning to travel up by minibus to the meeting, so if you want to go please let Steve know via the DEvon TRF Forum.
Bob.
Please would you all review the AGM proposals and come along to the AGM (with your membership card). Tim's proposals will destroy the TRF as a riders rights organisation and this will lead to the close of the rights of way network to motorcyclists.
Polly Cody TRF Hon Secretary Annual General Meeting of the TRF Sunday 11 October 2009 The Heritage Motor Centre, Banbury Road, Gaydon, CV35 0BJ 09:30 for 10:00 ALL MEMBERS ARE WELCOME TO ATTEND Signing in will commence at 09:30 BRING MEMBERSHIP CARDS AGENDA
1. Chairmans introduction and report 1.1 Brian Thompson
2. Apologies for absence
3. Notice of any other urgent business (at Chairmans discretion)
4. Approval of minutes of AGM on 19th October 2008 see Trail No. 364 December 2008
5. Matters arising (not otherwise on the agenda)
6. Principal and Co-opted officers reports 6.1 All officers are required to present a report summarising the year. (Concise and to the point please) Note! Reports should be no longer than 5 minutes in length, further debate will not be permitted unless directly relevant to the business of the meeting.
7. Project Reports 7.1 Contractors reports (See note above)
8. End of Year report (Arnold Brewer) 8.1 Audited accounts 2009 8.2 A budget for 2010 8.3 Membership Fees 2010
9. Matters Duly Submitted for Consideration not amending the Memorandum of Incorporation or Articles of Association. Details of the matters and associated documents are shown on the attached sheets, which should be considered as being part of this agenda (p2-6).
10. Proposals to amend the Memorandum & Articles of Association Details of the Proposals and associated documents are shown on the attached sheets, which should be considered as being part of this agenda (p7).
11. Election of Principal Officers 11.1 Chairman, Vice Chairman, Secretary, Treasurer, RoW Officer, Public Relations Officer, Editor, Membership Secretary, IT Officer 11.3 Confirmation of officers co-opted by the executive. BMF liaison, LARA Representative, Equestrian Events Liaison Officer, PO Box Manager, CCPR Representative, BBTC Representative, Keeper of Stationery, Keeper of Display Equipment.
12. Meeting Dates 2010 31st January, 11th April, 25th July, AGM 17th October
13. AOB (At Chairmans discretion)
Target finishing time 16:30
Matters Duly Submitted for Consideration.
9.1 Proposal to restructure the TRF in its entirety. That this forum mandates the Rules Sub Group to proceed with the recommendations contained within the Rules Sub Group Final Report to the Executive dated 9th August 2009 as detailed by the three proposals contained therein.
Proposed by:- A Gerrard Seconded by:- S Bingham
Rationale for Matter Submitted Please see the attached report Rules Sub Group Final Report to the Executive, 9th August 2009
9.2 That this AGM has No Confidence in the Report issued in August 2009 of the RSG, who have taken nearly a year to deal with instructions from the last AGM, and have put no substantive proposals for the necessary changes to this AGM.
Declaration of Interests The AGM needs to know in relation to the following five proposals that I Tim Stevens am a trustee of the BBT, a member and officer of the BMF, a contractor from time to time with LARA, and a representative at the CCPR.
9.3. The TRF Fighting Fund shall be finalised forthwith, and the surplus remaining shall be presented to the Byways and Bridleways Trust on condition that it be spent on BBT actions in support of the Objects of TRF as set out in paragraph 3 of their Memorandum of Association. In the event that the BBT decline to make such an assurance, the surplus is to be presented to the British Motorcyclists Federation.
9.4. The TRF Code of Conduct shall forthwith cease to apply.
9.5. That the Executive Committee be required to cease the affiliation of the TRF, on the next renewal date, to the British Motorcyclists Federation.
9.6. That the Executive Committee be required to cease the affiliation of the TRF, on the next renewal date, to the Land Access and Recreation Association.
9.7. That the Executive Committee be required to cease the affiliation of the TRF, on the next renewal date, to the Central Council of Physical Recreation.
The above motions 9.2 to 9.7 are proposed by Tim Stevens, seconded by David Giles
Rationale for Matters Submitted No supporting documentation was submitted
Rules Sub Group Final Report to the Executive 9th August 2009
Introduction A full and comprehensive review of the existing documentation of the TRF combined with a lengthy consideration of current and future requirements has led to three inescapable conclusions:- There are insufficient resources to meet the rewrite requirement. Our analysis has shown quite clearly that it is not feasible to achieve a satisfactory modification of the existing rules and procedures (including remedial action regarding omissions and exceptions and the correction of mistakes). Whether considered holistically or as a series of incremental changes, there is neither the time nor the manpower available to accomplish the required changes in the time allotted.
2. The existing reporting and debate procedure precludes success. Even were there time to successfully achieve a full rewrite (or even just correct the essential omissions etc.), the requirement to have due consideration by the membership, accommodation of the feedback and further debate makes it highly unlikely that any change could be reasonably achieved over any length of time let alone by the next Annual General Meeting.
3. There is little genuine benefit to the TRF Even were our existing rules and procedures fully comprehensive and correct to the nth degree there would be little benefit to the majority of members. Our position as regards countryside access would not be improved, neither would the strength of our hand against the opposition and as the experience of other organisations shows, the continual improvement process inevitably leads to endless debate, forever bogging down meetings and tying up valuable resources. Spending such an inordinate amount of time simply tweaking the rules is in the eyes of the sub-group, both unachievable and a wasted opportunity. As an organisation, we are agreed that change needs to occur even if it is just to reflect the way we actually do things but the existing modification process is neither an efficient use of volunteers time or good value to the TRF as a whole.
Recommendations The sub-group has developed a series of proposals, which will act both to secure the long-term future of the TRF and provide greater benefit to its members. As a consequence of following these suggestions, a series of policies and procedures that will be appropriate, accurate and robust will be established.
RSG Proposal 1. That the TRF be restructured along the following lines. The TRF to be split into two separate entities Trail Riders Fellowship A Charitable Trust with a minimum of 5 trustees, holding the bulk of the TRFs assets and setting the policy by which the TRF operates. b) Trail Riders Fellowship Limited Working wholly under the direction of the Trust, TRF Ltd manages resources, budgets and applies to the Trust for money to facilitate the day-to-day requirements, aims and objectives of the TRF.
RSG Proposal 2 That new Memorandum and Articles of Association be created for both entities. The M&As for TRF Limited to be sufficient to cover its relationship to the Trust and to satisfy Company law only The Articles of Association of the Charitable Trust be sufficient to satisfy the requirements of the Charity Commission and to outline the aims and objectives of the Trust only
RSG Proposal 3 That a series of documents be developed and adopted by the relevant entity sufficient to cover the activities of each body, the rules by which it operates and the actions of its personnel. The suggested list to include but not be limited to:- Standing Orders for both bodies Rules and Procedures for both bodies Roles and responsibilities of Trustees, Directors and Principle Officers Procedures to cover fiducial and financial issues, due diligence and propriety.
It is envisaged that the current constitution and other associated documentation will form the basis of the new documentation.
Benefits The RSG considers that there are 5 significant benefits to the proposed structure:- The aims and objectives of the TRF become defined and unequivocal. These would be divided into 4 principle areas:- Campaigning Rights of Way Member benefits Other matters With the Trust holding the bulk of the assets and actions being taken through TRF Limited our liabilities are even further limited than at present. Trust assets have a far higher degree of protection than those of a limited company and whilst TRF Limited would always have to show it took reasonable account of potential liability and budgeted accordingly, it would be far less likely that a catastrophic legal action would lead to the total demise of the TRF. Tax benefits including gift aid and other relief to which the Trust would be entitled. There is a tremendous opportunity to future proof the TRF and make membership a more attractive option to the wider trail riding community. The new organisation would offer a greater degree of structure and protection for its members. With relevant aims and objectives, a transparent management structure and a robust decision making process; the TRF would be well placed to progress as an organisation. There would be an opportunity to tap funding streams currently unavailable to us.
Future Work for the RSG There is considerable expertise within the RSG in establishing and running both charities and limited companies as well as a combination of the two and we would respectfully suggest the following course of action. Applying for a new charity using the current aims and objectives of the TRF utilising our undeniable historical record as well as current and future needs as our rationale. Modifying the existing articles of TRF Limited as proposed earlier. Developing further documentation as proposed earlier. Standing Orders TRF Limited AGM Directors and Trustees representative TRF CT AGM Trustees and Members TRF CT Executive Meetings Principle Officers and Group Representatives Trustee/Principle Officer Meetings Management Team Members as required
b. Rules & Procedures (Charitable Trust) Code of Conduct Job Descriptions Local Groups & Regions Grievance/Disciplinary Guidance, Help & Advice Member Responsibilities
It is envisaged that these will form the core of the new Members Handbook.
4. Preparing and maintaining an Asset List 5. Acting as a conduit for members whom wish to achieve change to the rules and procedures of the TRF
Who Does What? Charitable Trust A minimum of 5 Trustees serving for a maximum of 3 years and elected as required at the Trust AGM. Trustees to be selected initially from the Principle Officers. Limited Company Existing Directors to continue in post. Principle and Co-opted Officers - The existing Management Team to be retained. Members Will belong to the Trust and join through the Limited Company. Administration and Membership costs to be paid through the Limited Company. Rights of Way Contractors Will be employed by the Limited Company, the budget for said activity to be approved at the AGM. Other Contract Services To be facilitated through the Limited Company, resources being allocated after application to the Trust
A generic proposal will be made to the AGM enabling the Rules Sub Group to facilitate the above noted future work, including the authority to set up a charitable structure and modify the existing structure of the TRF. This to be accomplished without further recourse to the executive other than to supply progress reports and to gather requisite information and that the new structure is to be formally adopted as a complete package at AGM 2010.
Proposals to amend the Memorandum & Articles of Incorporation
10.1 The Objects of the TRF (Memorandum clause 3) be reworded as follows (new words underlined): 3. Objects The objects for which the Company is established are to preserve and establish opportunities for motorcyclists to ride cross-country motorcycles as legitimate recreation and the doing of all such other things as are incidental or conducive to the attainment of that object. [The original wording was: 3. Objects The objects for which the Company is established are to preserve and protect the full status of vehicular Green Lanes and the rights of motorcyclists and others to use them as a legitimate part of the access network of the countryside and the doing of all such other things as are incidental or conducive to the attainment of that object including but not limited to acquiring or taking over all or any part of the assets, liabilities, activities or business of the present unincorporated body known as 'Trail Riders Fellowship (TRF) on such terms as the Company and TRF may agree.]
Proposed by:- Tim Stevens Seconded by:- Dave Giles
10.2. That the Articles be altered as follows: Add a new clause - Directors: Directors of the limited company TRF shall be chosen from TRF members with at least two years TRF membership before the date of their election, and they shall be elected by simple majority at the AGM each year. Nominations may be made in the same manner as those for TRF Officers, and should a vacancy arise between AGMs, the TRF Executive at an Executive Meeting may co-opt a replacement Director to serve until the next AGM. Each director shall serve for two years, and at any AGM, each existing Director may be a candidate for re-election. There shall be a minimum of five (5) Directors, and a maximum of eight (8)
10.3 In Article 2.3, remove the words 'except for the Membership Secretary,' so that this clause reads thus: 2.3 The Principal Officers shall each be elected annually by a show of hands and a simple majority at the annual general meeting (AGM) of the Fellowship, and will hold office for one year. Each Principal Officer shall at the end of their year of office be eligible for reelection.
Motions 10.2 and 10.3 are proposed by Tim Stevens, seconded by Mary Stevens.
Rationale for Proposals Submitted No other documentation was submitted.
This is Adam H's take on things ( last year's Cornwall TRF chairman, for those who don't know him).
Tim Stevens (one of the proposers) is the current TRF vice chairman and Dave Giles( the other proposer or seconder) was, I believe, a previous TRF Chairman.
Adam's post reads
'With your permission Frosty - and hopefully to make things a bit clearer.
The bits of the post that I think need to be read carefully (in bold) are -
9.2 That this AGM has No Confidence in the Report issued in August 2009 of the RSG, who have taken nearly a year to deal with instructions from the last AGM, and have put no substantive proposals for the necessary changes to this AGM.
my take on this -
The Report is published in the new copy of trail - in essence it's an attempt to 'modernise' the TRF and make it possible for the elected principle officers - that's the chairman, secretary, tresurer etc - to get things going without lots of delays.
Tim Stevens is the vice-chairman, rights of way guy and represents the TRF on several bodies and David Giles is one of the rights of way contractors and the TRFs representative to the BMF - they obviously differ with the people who formed part of the working group that is putting forward the 'modernise' plan.
Declaration of Interests The AGM needs to know in relation to the following five proposals that I Tim Stevens am a trustee of the BBT, a member and officer of the BMF, a contractor from time to time with LARA, and a representative at the CCPR.
He's just letting us know about his background so his 'interests' are out in the open.
9.3. The TRF Fighting Fund shall be finalised forthwith, and the surplus remaining shall be presented to the Byways and Bridleways Trust on condition that it be spent on BBT actions in support of the Objects of TRF as set out in paragraph 3 of their Memorandum of Association.
Can't remeber how much is in this fund at present but it is in the tens if not hundreds of thousands. It's the cash that gets used in major legal wranglings and political lobbying - without it the TRF would not be able to fight for it's members rights.
In the event that the BBT decline to make such an assurance, the surplus is to be presented to the British Motorcyclists Federation.
No real explanation necessary on that one - I think.
9.4. The TRF Code of Conduct shall forthwith cease to apply.
taking away the TRFs claim to be a 'responsible' organisation.
9.5. That the Executive Committee be required to cease the affiliation ofthe TRF, on the next renewal date, to the British MotorcyclistsFederation.
9.6. That the Executive Committee be required to cease the affiliation of the TRF, on the next renewal date, to the Land Access and RecreationAssociation.
9.7. That the Executive Committee be required to cease the affiliation of the TRF, on the next renewal date, to the Central Council of Physical Recreation.
cutting the TRFs links to people that the proposers think are important.
The above motions 9.2 to 9.7 are proposed by Tim Stevens, seconded by David Giles
just so we know who is putting forward the proposals.'
This seems to be calling for exact clarification and a referendum. Well done that man. I'm all for referenda....EU, immigration...let's not go there.
I don't understand what all this jargon is about, or what these people are trying to do! Lets have it all in laymans terms so we can all understand.
Does this means that the TRF will change/not exist anymore, as they are getting rid of the riders code and the fighting fund?
What is it going to change too?
The fighting fund should not be given away, it belongs to ALL members of the TRF and should not be given away at the whim from these people. If the TRF is to continue in some form, then that money should be kept for the new TRF, if not then distributed back to ALL members as they are the TRF.
Every member of the TRF should have a vote on what happens to the TRF, as not everybody can attend the AGM, both in accomodating them and peoples personal circumstances, they are still entitled to a vote; therefore a ballot paper should be included in the next Trail magazine.
Why has this suddenly come to the fore, and not been discussed previously? With the fate of the TRF being decided by a few members who are able to attend the AGM.
And a further post from Cornwall, this time from Neil, a senior and well- respected member of TVTR.
He writes.....
Thanks Adam, Much appreciated, is there any form of proxy vote I can use? I totally agree with Chris, the proposal is absurd and the proposers should come clean and publish their reasons for the proposals, even if only out of courtesy to the thousands of ordinary TRF members they are apparently trying to abandon to the groups who would finish our legitimate pastime without a second thought.
Thanks Bob, Maybe a mass ride/drive to the AGM on the 11th is the answer. I'm out of the country or I would definitely be there, hence the request for a proxy vote.
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