Ratified at the Inaugural AGM, 12 November 2014.

1. Name

1. This is the constitution and rules of procedure of the group named: “Warwick District Cycleways” (“Cycleways”)

2. Administration

1. Subject to the matters set out below Cycleways and its property shall be administered and managed in accordance with this constitution by the Members of the Committee.

3. Vision, Aims and Objectives

1. Vision: A cycle friendly Warwick District which will benefit everyone
2. Our Aims:
   • To make cycling safer in Warwick District
   • Promote cycling as a safe, enjoyable, efficient and environmentally friendly form of transport and recreation for all
   • Operate as a lobby group
   • To help companies and transport bodies consider the needs of cyclists
   • Promote the use of bicycles as a lifestyle choice

4. Geographical Area

1. Cycleways will pursue its Vision, Aims and Objectives in the local government district of Warwick District, the area compromising of (but not exclusive to) the urban settlements of Warwick, Leamington Spa, Whitnash and Kenilworth. Where appropriate and agreed by the Committee, Cycleways will work in neighbouring districts to pursue its Vision, Aims and Objectives. Cycleways will pursue its interest in national matters that affect its geographical area.

5. Membership

1. Any person who supports the group’s Aims and Objectives may apply for Membership and become a Member of Cycleways on payment of the annual Membership fee.
2. Membership runs for twelve months.
3. Members will receive regular newsletters throughout the year
4. A full list of Members shall be kept up to date by the Membership Secretary
5. Household Membership is limited to two Committee votes

6. Management

1. The management of Cycleways shall be conducted by a Committee of Officers (the Committee) elected at the Annual General Meeting, which will report to the Members through Committee Meetings, a newsletter and emails.
2. The Officers of the Committee will consist of a Chair, Secretary (which includes Vice-Chair role), Membership Secretary and Treasurer.
3. Additional Committee Member roles can be given to other Members as the Committee may decide.
4. The Committee can fill vacancies on the Committee arising during the year by co-opting Members.
5. Committee discussions will be facilitated by Committee Meetings and an email forum.
6. Committee decisions will be made at Committee Meetings.
7. Any Officer or Committee Member must declare any relevant personal interest. The Committee shall have the right to determine whether that Member shall withdraw, or be allowed to speak or post replies but not vote, or be allowed to speak or post replies and vote.
8. If a Committee Member is absent from two consecutive Committee Meetings or two months, whichever is the longer period, without apology it may be deemed that they have resigned.
9. The Committee can terminate a Member’s membership by a vote of simple majority with reason. The Member concerned must personally be given one month’s notice in writing. The Member shall have the right to be heard by the Committee before any decision is taken and shall have the right of appeal to the next Committee Meeting of the society, whose decision shall be final.

7. Powers of the Committee

1. The Committee has the power to raise funds and to invite and receive contributions.
2. The Committee has the power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use.
3. The Committee has the power subject to any consent required by law to sell, lease or dispose of all or any part of the property of the Group.
4. The Committee has the power to co-operate with other voluntary bodies, charities and statutory authorities operating in furtherance of the objects or of similar objectives and to exchange information and advice with them. Organisations, which support Cycleway’s objectives, may become affiliated to Cycleways on payment of an annual affiliation fee.
5. The Committee has the power to do all such other lawful things as are necessary for the achievement of the aims and objectives.

8. Sub-Committees

1. The Committee may appoint sub-Committees to carry out activities of a specific nature.
2. Such sub-Committees will be directly accountable to the Committee.
3. The Committee will agree in advance the Terms of Reference (including budget) for any sub-Committee.
4. All sub-Committees shall report to the full Committee and may be dissolved at the discretion of that full Committee.

9. Committee Meetings

1. Committee Meetings shall be held at least four times a year, and usually monthly.
2. Committee Meetings will be publicised in the newsletter, by email and on the website.
3. All Members are welcome to participate in Committee Meetings, subject to 6(g).
4. A Committee Meeting must be attended by at least four Members, including two Committee Officers, for a Committee decision to be made or ratified.
5. All Committee Meetings and decisions shall be permanently minuted. Minutes will be made available to Members.
6. A motion proposed and seconded at a Committee Meeting is put to the vote by a show of hands of Members present.
7. A Committee Member can request a secret ballot providing this is agreed by a majority of Members present.
8. A simple majority of votes shall carry a decision.

10. Annual General Meeting

1. Annual General Meetings (AGMs) shall take place no less than 11 months, and not more than 15 months from the date of the previous AGM.
2. The Secretary will notify all Members of the date of the meeting and the business to be transacted, via the normal channels (newsletter, and/or website, and/or email forum), not less than one month before the Annual General Meeting
3. The business of the AGM will include:
   • Report on the Committee’s work over the last year
   • Report on any Sub-Committees
   • Present a statement of accounts, reviewed by an independent examiner.
   • Elect a new Committee.
   • Amend the Constitution if necessary, subject to Members being advised of the proposed changes within the agreed timescale.
4. The quorum shall be 10, including at least two Committee Officers.

11. Extraordinary General Meeting

1. An Extraordinary General Meeting (EGM) may be convened when deemed desirable and also upon the written request to the Secretary of five Members of at least six months standing.
2. The Secretary will give one month’s notice via the normal channels (newsletter, and/or website, and/or email forum) to all Members of such a meeting and the business to be transacted.
3. At an EGM, the Constitution may be changed, Membership amended and Policy changed.
4. Otherwise, the rules of the EGM shall be the same as the AGM.

12. Finance

1. The Treasurer shall maintain a bank account in the name of the group.
2. All cheques and instructions to the group’s Bankers shall require 2 of the agreed signatories.
3. The Committee must approve spending on any item of over £30 in advance, from general funds (excluding grants etc.)
4. All grant money to be delegated to the Treasurer
5. Regular financial reports of all the group’s accounts will be made available to the Committee on a quarterly basis, and independently examined each year.
6. The accounts will also be received at the AGM and be made available to all Members.

13. Equal Opportunities

1. The group recognises that certain groups and individuals are discriminated against in society. The Committee shall be opposed to such discrimination and committed to equality of opportunity in its business, in its relations with its Members and others and in its composition of Committees.
2. The group will ensure that in all its dealings no one shall be disadvantaged because of their sex, marital status, sexual orientation, domestic responsibilities, age, religion, ethnic origin, race, colour, illness or disability.

14. Amendments to the Constitution

1. Any amendment to this Constitution shall be made at an EGM or AGM.

15.  Winding Up   (Dissolution Clause)

1. Cycleways can be wound up if this is proposed at an Extraordinary General Meeting (EGM) for this purpose called by a Committee Member, and 2/3 of the Members present at the Meeting agree with the proposal.
2. At the EGM called for that purpose any assets remaining will be transferred to a group with similar aims and objectives within the areas of interest or an appropriate charity to be agreed upon by the Committee