The Njinga Collective Constitution

1. Name of The Club

1.1. The Club shall be called Njinga Collective, a not for profit entity owned and controlled by Njinga Cycling Limited (09136593). Hereinafter will be referred to as The Club and may also be known as The Collective. Njinga Collective will be affiliated to British Cycling. 

2. Aims and Objectives
2.1. The aims and objectives of The Club shall be: 

2.1.1. To promote the amateur sport of cycling in South West London and Surrey and to increase community participation in the same area; 
2.1.2. To ensure a duty of care to all members of The Club; 
2.1.3. To provide all its services in a way that is fair to everyone; and 
2.1.4 To promote and act as ambassadors upholding the values of Njinga Cycling Limited. 

2.2. The principles of The Club shall be: 

2.2.1. All levels of riders over 18 years of age are welcome. However, for safety reasons The Club will set a minimum competency level that is required for individuals to take part in group outdoor riding. Individuals may join The Club at any level and The Club will support them to progress and meet this minimum competency level. 
2.2.2. Fully supported rides (non-drop) - Ride Captains will support specified rides to provide navigation, maintain the agreed average speed and ensure no-one gets dropped. 
2.2.3. Safety focused – There shall be a bike & helmet safety check before each ride and Ride Captains shall carry basic first aid kits.
2.2.4. Small groups – Club rides shall have a maximum of 12 people in each group to enable Rides Captains to manage the group safely and to ensure the group is respectful to other road users. Group sizes may change from time to time as The Club adhere to the maximum size permitted by law or governing body advice. 
2.2.5. Community – The Club is more than just a cycling club; it is a community where members can ride and socialise with like-minded people. 

3. Membership 
3.1. Membership of The Club is open to anyone over 18 years old interested in promoting, coaching, volunteering or participating in cycling, regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs.
3.2. The membership shall consist of the following categories: 

3.2.1. Full member; 
3.2.2. Ride captain; and 
3.2.3. Affiliated member (who is part of the community but not able to ride with the Collective). 

3.3. All members shall be subject to the regulations of this constitution. Joining The Club will be deemed as acceptance of these regulations and codes of practice that The Club has adopted. The Collective code of practice sets out the behaviours, ethos, and beliefs of The Club; failure to adhere to these could result in a member being expelled. 
3.4. Members in each category shall pay membership fees, as determined at the Annual General Meeting. 
3.5. Individuals shall not be eligible to take part in the business of The Club, vote at general meetings or be eligible for selection for any of The Club’s teams unless the applicable subscription has been paid by the due date and/or membership has been agreed by The Club Committee. 
3.6. The Club Committee may waive membership fees for named individuals or categories of members as deemed appropriate by the Committee. 

4. Sports Equity
4.1. The Club is committed to ensuring that equity is incorporated across all aspects of its development. In doing so it acknowledges and adopts the following Sport England definition of sports equity: 
Sports equity is about fairness in sport, equality of access, recognising inequalities and taking steps to address them. It is about changing the culture and structure of sport to ensure it becomes equally accessible to everyone in society. 
4.2. The Club respects the rights, dignity and worth of every person and will treat everyone equally within the context of their sport, regardless of age, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status. 
4.3. The Club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse. 
4.4. All members of The Club have a responsibility to oppose discriminatory behaviour and promote equality of opportunity. 
4.5. The Club maintains a zero-tolerance policy and will deal with any incidence of discriminatory behaviour seriously, according to The Club disciplinary procedures. 

5. Committee
5.1. Njinga Cycling Limited has delegated the running of The Club to a Committee. Njinga Cycling Limited reserve the right to disband the Committee, overrule a decision of the Committee or expel a member from the Committee. Njinga Cycling Limited will hold a permanent position on the Committee which will be appointed by the company and not subject to a vote at the AGM.
5.2. Purpose and role of the Committee. 

5.2.1. The delegated powers of the Committee are as follows: Provide supported outdoor cycle rides, unsupported social rides and general social activities; To carry out any other activities which further cycling and promoting cycling as a community activity; Take out any insurance for The Club, employees, contractors, guests and third parties; Raise funds by membership; Deposit or invest funds in any lawful manner; Employ and engage staff and others and provide services. If any member of The Club is appointed to conduct The Club business this will be discussed and voted by the Committee. If a Committee member is seeking to be engaged, they will exclude themselves from this part of the meeting and may not take part or influence any vote; Co-operate with or affiliate to firstly any bodies regulating or organising the Sport and secondly any The Club or body involved with it and thirdly with government and related agencies; Carry out Marketing of The Club in conjunction with Njinga Cycling Limited; Facilitate any partnerships or external relationships in conjunction with Njinga Cycling Limited (Njinga Cycling Limited to oversee and approve any new relationships); and Do all other things reasonably necessary to advance the objectives of The Club under section 2 above. 

5.2.2. The Committee shall be responsible for ensuring the polices of The Club remain fit for purpose and lawful; these include but are not limited to: Data Protection Policy; Code of Practice; Risk Assessments for planned activities; Public Health related policies; Zero Tolerance Policy; and Any other policy required by the governing body or law. 

5.2.3. The Committee shall be the Data Controller under the Data Protection Act 2018 and ensure all data is held in accordance with the law along with the legislation and any codes of practice. 

5.3. Committee roles 

5.3.1. The Committee shall consist of the following positions who shall all be elected at the Annual General Meeting: Chair; Treasurer; The Club and Membership Secretary; Head Ride Captain; Chief Route Officer; Marketing and Partnership Officer; Kit Officer; Entertainment & Social Media Officer; and Welfare, Health & Safety Officer. 

5.3.2. All Committee members must be members of The Club. 
5.3.3. All Committee roles shall have a clear role description which must be approved by the Committee. 
5.3.4. If deemed necessary by the Committee, the Committee may elect new Committee members from among its members of The Club and may appoint any advisers to the Committee as necessary to fulfil its business. 
5.3.5. The Committee may seek assistance from any member of The Club to conduct any business of The Club such as but not limited to organising rides, planning of social activities or any other activity deemed necessary. 
5.3.6. A Committee member who is absent without apologies for two entire meetings during their term (excluding meetings called with less than two weeks’ notice) will cease to be a Committee member of The Club. 
5.3.7. The term of office shall be for one year, after which all members of The Club shall be invited to stand for any of the Committee roles. Appointment of individuals to roles shall be via election at the Annual General Meeting. Existing Committee members shall eligible to stand for re-election for subsequent terms if they wish to do so. 
5.3.8. If the post of any Committee member should fall vacant after such an election, the Njinga Cycling Limited or the Committee shall have the power to fill the vacancy until the succeeding Annual General Meeting. 

5.4. Committee meetings 
5.4.1. The Committee meetings shall be convened by The Club and Membership Secretary and be held no less than four times per year these being one each quarter. 
5.4.2. The quorum required for business to be agreed at Committee meetings will be 3 members. One of whom must be the Chair, or the Committee member nominated by the Chair to deputise in the role of Chair for that meeting only.
5.4.3. Only the posts listed above shall have the right to vote at Committee meetings.
5.4.4. Any member of The Club is entitled to attend and observe a Committee meeting and may do so by submitting a request to The Club and Membership Secretary at least 24 hours in advance of the Committee meeting. 
5.4.5. Any member of The Club wishing to raise matters with the Committee may do so by informing The Club and Membership Secretary at least 24 hours in advance of the Committee meeting. 

5.5. Conflicts of Interest 
5.5.1. Whenever a matter is to be discussed at a meeting and a Committee member has a personal interest in respect of the matter then they must: Declare their interest to the Chair; Remain only for such part of the meeting as in the view of the other Committee members is necessary to inform the debate; Not to be counted in the quorum for that part of the meeting or decision-making process; and Withdraw during the vote and have no vote on the matter. 

5.5.2.If any questions arise as to whether a voting member has a personal interest, the question shall be decided by a majority decision of the other voting members. 

5.6. Limitations of the Committee 
5.6.1. The Committee are not permitted without the express consent of Njinga Cycling Limited to conduct the following: Appoint any coach other than Njinga Cycling Limited; Produce any kit branded with “Njinga” or “Njinga Cycling” or “Njinga Cycling Academy” or similar; Produce or authorise the use of intellectual property of Njinga Cycling Limited; nor Act in any manner which damages the Njinga Cycling Limited brand.

6. Ride Captains
6.1. The Committee in consultation and on recommendation of the Head Ride Captain shall appoint Ride Captains each year. 
6.2. The Ride Captains shall be trained by Njinga Cycling Limited and The Collective shall reimburse these costs. 
6.3. The Club shall ensure that Ride Captains are trained, insured, and are suitable to lead rides. 

7. Finances
7.1. The Club Treasurer shall be responsible for the finances of The Club. 
7.2. The financial year of The Club shall run from 1st April and end on 31st March.
7.3. All monies belonging to The Club shall be banked in an account held in the name of “The Njinga Cycling Club” and these funds are held on behalf of The Clubs’ members to be used in the pursuit of The Club activities. These funds are ring-fenced on behalf of the members and are not assets of Njinga Cycling Limited. 
7.4. An annual statement of accounts will be presented by The Club Treasurer at the Annual General Meeting. 
7.5. Any payments over £100 requiring The Club funds must have written approval in writing from the Treasurer plus one other Committee member. 
7.6. All members of The Club shall be jointly and severally responsible for the financial liabilities of The Club. 
7.7. Any member of The Club has the right to inspect the accounts by providing notice to The Club Treasurer and they shall facilitate this within 21 days of receiving the request. 

8. Annual General Meetings and Extraordinary General Meetings
8.1. General Meetings are the means whereby the members of The Club exercise their democratic rights in conducting The Club’s affairs. 
8.2. The Club shall hold the Annual General Meeting (AGM) by the end of November each year. The following matters will arise at the AGM: 

8.2.1. Approve the minutes of the previous year’s AGM; 
8.2.2. Receive reports from the Chairman and Secretary; 
8.2.3. Receive a report from the Treasurer and approve the Annual Accounts; 
8.2.4. Receive a report from those responsible for certifying The Club’s accounts; 
8.2.5. Elect the officers on the Committee; 
8.2.6. Agree the membership fees for the following year; 
8.2.7. Consider any proposed changes to the Constitution; and 
8.2.8. Deal with other relevant business. Any members of The Club wishing to raise matters at the AGM may do so by informing The Club and Membership Secretary at least 7 days in advance of the AGM. 

8.3. Notice of the AGM will be given by The Club secretary with at least 21 days’ notice to be given to all members. 
8.4. Nominations for officers of the Committee will be sent to the Chair 5 days prior to the AGM. 
8.5. The quorum for AGMs will be 25% of The Club members. 
8.6. All members of The Club have the right to vote at the AGM. 
8.7. The Chair of The Club shall hold a deliberative as well as a casting vote at general and Committee meetings. 
8.8. An Extraordinary General Meeting (EGM) shall be called by an application in writing to the Secretary supported by at least 10% of the members of The Club. The Committee shall also have the power to call an EGM by decision of a simple majority of the Committee members. All procedures shall follow those outlined above for AGMs. 

9. Discipline and appeals
9.1. All concerns, allegations or reports of poor practice/abuse relating to the welfare of children and young people will be recorded and responded to swiftly and appropriately in accordance with The Club’s child protection policy and procedures. The Club Welfare, Health & Safety Officer is the lead contact for all members in the event of any child protection concerns. 
9.2. All complaints regarding the behaviour of members of The Club should be presented and submitted in writing to The Club and Membership Secretary. 
9.3. The Committee will notify the member in writing to whom the complaint has been lodged against to allow for their side of the story to be heard by the Committee. 
9.4. The Committee will meet to hear complaints within 7 days of a complaint being lodged. The Committee will listen to both sides and has the power to take appropriate disciplinary action including possible the termination of membership. 
9.5. The outcome of a disciplinary hearing should be notified in writing to the person who lodged the complaint and the member of The Club against whom the complaint was made within 14 days of the hearing. 
9.6. There will be the right of appeal to The Club and Membership Secretary following disciplinary action being announced. The Club and Membership Secretary shall consider the appeal within 7 days on the following basis: 

9.6.1. New evidence has come to light that should be investigated; 
9.6.2. The sanction imposed was too severe or disproportionate to the misconduct; 
9.6.3. The sanction was inconsistent with one imposed for similar misconduct committed by another member; or 
9.6.4. There was unfairness or bias among the original decision-makers. 
9.7. The Club and Membership Secretary shall determine if there are grounds for an appeal on the four grounds above. If The Club and Membership Secretary concludes there are grounds for an appeal, they will inform the compliant within 7 days, and appoint a Director of Njinga Cycling Limited to hear the appeal. All decisions made by a Director of Njinga Cycling Limited at the appeals stage will be final. 

10. Dissolution
10.1. A resolution to dissolve The Club can only be passed at an AGM or EGM through a majority vote of the membership. 
10.2. In the event of dissolution, all debts of The Club should be cleared using The Club’s funds. Any assets of The Club that remain following this will be donated to a charity within the borough of Richmond Upon Thames to promote cycling in the community. 
10.3. In the event of the sale, administration or liquidation of Njinga Cycling Limited the directors prior to any such action have the option to transfer ownership of The Club to the members at an EGM. 

11. Amendments to the constitution
11.1. Any changes to this constitution will be in consultation with Njinga Cycling Limited and following this shall be agreed by a vote by the members of The Club at an AGM or EGM. 

12. Declaration
12.1. Njinga Cycling Limited and The Club hereby adopts and accepts this constitution as a current operating guide regulating the actions of members.