Initiating clubs dispute AusCycling decision to rule out bulk of requested special general meeting resolutions as invalid

AusCycling confirmed this month that it would proceed with a special general meeting after a formal request from the statutorily required number of member clubs, but said that only one of the proposed motions was valid and could proceed. That is disputed by the two initiating clubs, with disappointment at the outcome being expressed.

"The SGM was requisitioned because 32 clubs have serious concerns about leadership, governance and the long-term trajectory of the organisation. Having only one motion go forward means members are not being given a full and formal opportunity to record their collective view on the issues that actually gave rise to the meeting," said Michael Freiberg, a Midland Cycle Club delegate

"That matters because the ordinary channels have been available. Clubs have engaged through advisory bodies, submissions, elections and direct engagement for nearly three years. The consistent feedback has not been that engagement is impossible. It is that engagement does not lead to outcomes. The SGM was the formal mechanism members had left."

There were four motions formally put forward, with enough support to meet the required threshold under the Australian Corporations Act of five percent of votes that can be cast at the meeting. The first two emanated from the Midland Cycle Club and sought a vote on the removal of Craig Bingham as Chair and Director, as well as requesting that steps were taken to remove Marne Fechner as Chief Executive Officer. The next two motions stemmed from the Canberra Cycling Club and sought a vote on the election of Chloe Hosking as a Director of AusCycling, and an expression of support from voting members for the appointment of Hosking to the position of Chair.

The motion calling for a vote on the removal of Craig Bingham as Chair and Director is the only one being put to the special general meeting on Thursday April 23.

AusCycling said in a Frequently Asked Questions sheet sent to clubs, and also to Cyclingnews, that it had sought legal advice and "that advice confirms that only one of the motions proposed is valid and able to proceed".

The initiating clubs both dispute that only one of the resolutions was valid.

"Four resolutions were put forward to AusCycling for an SGM. All met and exceeded the required 5% threshold and were valid," Canberra Cycling Club volunteer Jack Lindsay said in an email replying to questions from Cyclingnews, adding that the proposed motions also had significant support behind them.

"To give some context, at the AGM last year, 550 votes were cast. More than 450 votes have already been pledged in support of these resolutions," said Lindsay. "This is not a small number of clubs with an axe to grind."

There are 470 affiliated clubs according to the AusCycling 2024 annual report and the number of votes changes depending on the size of each club, ranging from one for clubs with under nine members up to 13 votes for clubs with 780 members or more. It is the member clubs who have the right to vote at AusCycling meetings, with individual and life members entitled to attend but not vote or debate.

Cyclingnews requested a response from AusCycling via email on the issue of the clubs disputing that only one request is valid and as part of that response the organisation said: "AusCycling has dealt with the requisition for a general meeting and both the valid and invalid underlying resolutions in accordance with the applicable and unambiguous legal position. Both the process and outcome in response to the requisition lodged with AusCycling have complied with relevant requirements."

"As outlined below, a purported resolution is not valid merely by securing the signatures of 5% of the votes of the company - it must also be within the powers of members in general meeting under the AusCycling Constitution and Corporations Law."

The resolution emanating from Midland Cycle Club regarding the removal of the chief executive – which reads “The member clubs of AusCycling resolve that the Directors take all necessary steps, pursuant to clause 17.3 of the AusCycling Constitution to remove Ms Marne Fechner as Chief Executive Officer of AusCycling with immediate effect, and to commence an open, transparent recruitment process for a new CEO” – was among the examples referred to by AusCycling in its response.

"For example, there was a demand to remove the AusCycling CEO. That’s not a power that clubs have under the Act," said AusCycling.

Not all agree, however, that it is this clear cut.

Referring to that second disallowed resolution, Freiberg said: "AusCycling presented its legal position as though it were beyond question. We have received independent legal advice that does not regard it as settled at all. Resolution 2 was deliberately drafted as a non-binding, advisory resolution asking the Board to consider exercising its own powers under the Constitution. It was not purporting to direct the Board to do anything."

Freiberg said that they were still asking the independent directors to restore resolution 2 as an advisory vote.

The request of the group of clubs for an SGM on the motions comes in a climate of declining membership, a shrinking volunteer base, and rising costs.

"At the same time, clubs are not seeing the support they need - whether that’s delivering events, support engaging with councils to access trails, easing pressure on road racing, improving digital systems, suitable membership offerings, or clear pathways into high performance," said Lindsay.

The move by 32 clubs across the disciplines and states to meet and exceed the support level of five percent required to call for a special general meeting was significant in itself, according to Freiberg.

"As to the remaining motion, we expect meaningful support because the concerns behind it are widely felt," he said. "We will leave the specifics of that to the vote."