Bicycle Network: Board & Governance

We welcomed all members to attend the AGM.

We accepted one question submitted at the meeting. Answers to questions submitted in writing to the Annual General Meeting are  published on the website with other questions submitted in writing.

Formal Agenda

7.00 Welcome
Apologies
Confirmation of 2009 AGM minutes. The minutes are here and copies will be distributed at the meeting.
7.15 Chief Executive Officer’s report
7.30 Presidents report
7.45 Financial report
8.00 Special resolutions
8.30 Volunteer recognition
8.45 Questions and answers
9.15 Announcement of Board election results and introduction of new Board Members
9.30 Meeting Closed
Timing after start is indicative

Special Resolution

Background

At last year’s Bicycle Network Victoria Annual General Meeting members endorsed three constitutional changes proposed by the Board.

One of the changes amended the formal purpose of the organisation. The purpose now makes clear the strong link between More People Cycling More Often and the prevention and control of disease.

The other two changes related to our effort to be recognised as a Health Promotion Charity and Deductible Gift Recipient.

This ‘endorsement’ will allow us, among other advantages, to increase the number of revenue streams that support our purpose. Individuals wishing to donate to Bicycle Network Victoria or a Bicycle Network Victoria project or program would receive a tax deduction for that donation.

Bicycle Network Victoria would be able to seek support from philanthropic trusts and foundations for new or existing programs. In addition the franking credits on paid dividends from the Bicycle Network Victoria investments would be refunded to Bicycle Network Victoria by the Australian Taxation Office (ATO).

Every constitution of an incorporated association has clauses that describe how the members can ‘wind up’ the organisation. There are also clauses that describe how, if the organisation is wound up for example by the members or by a court, the assets are ‘distributed’. Our Constitution gathers these clauses in Section 63.

In 2009 the ATO identified some changes that we would have to make in Section 63 in order to pursue our case for recognition. We followed that advice and at the Annual General Meeting the members endorsed the insertion of a clause [63.4] and a subclause [63.3 (d)].The Australian Tax Office have asked us to modify Section 63 of our Constitution that relates to 'winding up' in order to remove one of their objections to recognising us as a Health Promotion Charity.

Explanatory memborandum

The Australian Tax Office have asked us to modify Section 63 of our Constitution that relates to 'winding up' in order to remove one of their objections to recognising us as a Health Promotion Charity

Bicycle Network Victoria has formally applied to the ATO for recognition as a Health Promotion Charity and Deductible Gift Recipient but this recognition has not as yet been provided by the ATO.

Since the 2009 Annual General Meeting, the ATO has raised a number of objections to our application for recognition as a Health Promotion Charity and Deductible Gift Recipient.

Some of these objections relate again to Section 63 of our Constitution - see sidebar.

In July 2010 the ATO told us that our Constitution does not adequately provide that proceeds from the Deductible Gift Recipient status will be transferred to another Deductible Gift Recipient in the eventuality of Bicycle Network Victoria becoming wound up or our Deductible Gift Status being revoked.*

A further change to Section 63 was requested by the ATO in August this year.

In summary the ATO wants Section 63 of our Constitution to directly address three scenarios:

if the whole organisation is ‘wound up’ and ceases to exist
if the organisation’s status as an Association is cancelled
if the organisation’s ‘endorsement’ as a Health Promotion Charity and Deductible Gift Recipient is revoked.*

These provisions have been encapsulated in resolutions that the Board is putting to the members at the 2010 Annual General Meeting.

The intent of the clauses is to confirm that at the moment of winding up, cancellation or loss of endorsement that the unspent or ‘surplus’ donations be transferred to another entity that has Deductible Gift Recipient status.

The Board recommends that the members support the special resolutions.
Looking ahead

The ATO is also maintaining that our activities are too 'remote' from the definition of a Health Promotion Charity and Deductible Gift Recipient. This is a contention that we intend to refute by appealing to the Administrative Appeals Tribunal. We have assembled a comprehensive list of medical references and other material that demonstrate the health benefits of the work that Bicycle Network Victoria does. We will let you know how successful our appeal is in future editions of Ride On or In the Loop.

* were we to receive that recognition