SLIDE 1 CONSTITUTION So why this Presentation? Motions carried at - - PDF document

SLIDE 1 ‐ CONSTITUTION So why this Presentation? Motions carried at last year’s AGM required that the Constitution be visited and amended, however, what this involves is more than anyone expected and on several fronts. No cause for concern. There are no fundamental issues or conflict in the manner that the SACU has been and is managed. There was simply too much to be done in the time that we had to present to this AGM and there is too much to expect anyone to take in without some background knowledge and lead up. This presentation is the start of a process where we all need to understand, in simple terms, where we are and what we mean by the Constitution and thereby Governance. We also want to take this opportunity to consider ways to improve on SACU Governance. What is the Constitution? No single document defines the “Constitution” but these are the main ones with Company Law in the background  The first identifies what we stand for,  The second defines the Management and Organisation Structure ‐ Directors, Members, Voting and how Business is conducted etc.  The third is a more flexible expansion of the second clear of the Companies Act. The Constitution effectively sets out how we are governed and changes should reflect the way we want to be governed. Slide 2 ‐ GOVERNANCE So what is Governance? The measure of good or bad Governance is the level of Member satisfaction. Satisfaction or delivering “fitness for purpose” depends on Members and Management understanding what one expects of the other. The basis for this is our Constitution. There are clear choices if you feel dissatisfied with the Management of your Union;

• 1. Change the Management

AND / OR

• 2. Get more involved with your Governance

SLIDE 3 ‐ The SACU. The SACU, like any organisation, must be clear about its Identity and Purpose. Management have come a long way in the last couple of years to get a clear focus on both. What is the SACU? New “LOGO” – corporate Identity The “Scottish Auto‐Cycle Union” wording has been dropped. Who uses the word Auto‐cycle ? It is now very clear what the SACU is about. It is Motorcycle Sport in Scotland. Who are the SACU? A Union of its Members, managed to serve us, act on our behalf and unite all of our common interests in motorcycling. Our purpose distills into; Serve, Act and Unite ‐ United by Motorcycles – Mission Statement This expands slightly on our Identity to reflect our obligation to all motorcycle interests. Think of Identity as getting everyone pointed in the same direction, and Purpose as getting everyone moving in the same direction. Anyone that hasn’t heard of the SACU can be expected to ask these simple questions; What is the SACU ? and Who are the SACU ? We now have simple clear answers because you now have a united Management Team. Clear IDENTITY and PURPOSE are the essential references for any Constitution. SLIDE 4 ‐ OBJECTIVES (PURPOSE) At the top of the Constitutional tree is the MOA The first thing it does is define the PURPOSE of our organisation or as they call them OBJECTIVES and there are 7. Item 1 is academic as it relates to when the SACU went Limited at the very beginning of 1990 The rest of the MOA is where we give ourselves the SCOPE to do just about anything in pursuit of

• ur OBJECTIVES

You will see how the Mission Statement distils the OBJECTIVES down to a simple Mission Statement defining our PURPOSE ‐ Serve, Act and to Unite – United by Motorcycles Remember this as being why we choose to group together and remind Management that this is their focus. There is no Intention of Changing the MOA except to bring it up to date with correct 2006 Companies Act references

SLIDE 5 ‐ MANAGEMENT STRUCTURE The Articles of Association (AOA) breaks down into aspects which set out the Management Structure  Members  Meetings  Voting Rights  Directors  Notices  R&R There are other aspects such as winding up and indemnity. Much of the amendments needed in the AOA is to tidy up definitions as it confuses Members, individuals, Clubs and Affiliates. Types of meetings need clarification so as to relate to established practice. Reference to “show of hands” is confused with block voting. And again the references to the Companies Act need brought up to date. SLIDE 6 – WHAT NEXT? A significant amount of review work has been done already Including picking through the 2006 Companies Act and back tracking over historic Amendments approved at previous AGMs.

• 1. The next stage is to bring it all together (as the work involved a few of us) in a manner

that clearly shows the current Constitutional Documents alongside draft amended versions.

• 2. Management will review these for majority Board acceptance ahead of them going out to

Members for comment and feedback.

• 3. Member comments will be incorporated where applicable and any fresh ideas noted for

going out for further Member consideration, comment and possible incorporation.

• 4. The final step will be to issue the Proposed Amended documents in the form expected to

get majority Member support as a single Motion for Amendment to be voted on at an EGM or AGM. Why do we have to go to this this length? We have heard from previous Directors of the problems associated with dropping in a “simple” Clause change or changes. I now fully appreciate this to be the case. It is obvious that Amendment Motions have been approved which use words that don’t have meaning in the Constitution or have a different meaning, such as person, Club, member etc. Incorporating poorly worded Amendments is not a problem as long as those involved are still around to give the correct interpretation, however, this gets lost in time. The AOA and R&Rs are overdue a tidy up and a full overview approach is needed as doing it Clause by Clause in isolation won’t work. The work also needs to be done in an open and transparent way because Amendments will be coming down from Management as opposed to coming up from Members. We want to get to a stage where the tidied up Constitution is presented as an “all or nothing” proposal and with no surprises because Members will have all been on‐board during the process.