Constitution - weston u3a
CONSTITUTION REGISTERED BY CHARITY COMMISSION JULY 2007
CONSTITUTION OF WESTON - SUPER - MARE UNIVERSITY OF THE THIRD AGE (U3A)
A MEMBER OF THE THIRD AGE TRUST AS AN UNINCORPORATED ASSOCIATION
1. NAME
The name of the charity (Registration No.1048773) shall be:
Weston–super- Mare U3A (herein referred to as ‘The U3A’)
2. ADMINISTRATION
Subject to the matters set out below the U3A and its property shall be administered and managed in accordance with this constitution by members of the elected Executive Committee (herein referred to as The Committee) constituted by clause 6 of this constitution.
3. OBJECTS
The Objects of The U3A are:
i. to advance the education of the public and in particular the education of middle aged and older people no longer in full time gainful employment in Weston-super-Mare and its surrounding locality
ii. the provision of facilities for leisure time and recreational activities with the object of improving the conditions of life for the above persons in the interests of their social welfare
4. POWERS
In furtherance of the Objectives but not otherwise, The Committee may exercise the following
powers to:
i. raise funds and to invite and receive contributions provided that in raising funds The Committee shall not undertake any substantial trading activities and shall conform to any requirements of English Law
ii. receive donations, endowments, sponsorships, grants, legacies and subscriptions from persons desiring to promote all or any of the Objectives of The U3A
iii. buy, take on lease or exchange any property necessary for the achievement of the Objectives and to maintain and equip it for use
iv. sell, lease or dispose of all or any part of the property of The U3A, subject to any consents required by English Law
v. co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objectives or of similar charitable purposes and to exchange information and advice with them
vi. support any charitable trusts, associations or institutions formed for all or any of the Objectives
vii. appoint and constitute such advisory committees as The Committee may think fit viii. organise and run conferences, lectures, seminars, tours and courses
ix. publish books, pamphlets, reports, leaflets, journals and instructional matter and to produce films and videos
x. participate and assist in the development of area and regional groupings of U3As
xi. do all such lawful things as are necessary for the achievement of the Objectives
5. MEMBERSHIP
i. Qualification
Membership of The U3A shall be open to individuals and any corporate body or unincorporated association interested in furthering the work of The U3A, provided that they agree to abide by this constitution and any conditions properly imposed by The Committee and confirmed by the membership at an Annual General Meeting (herein referred to as ‘AGM’).
ii. Voting Entitlement
a. Each individual member shall have one vote.
b. Each member organisation shall be entitled to receive notice and attend General
Meetings having appointed an individual to represent it and informed the Secretary of the details but shall have no voting rights.
iii. Honorary Members The Committee may at its sole discretion appoint fixed-period or life honorary members.
iv. Temporary Membership
The Committee may at its sole discretion allow members to join for a period of up to 5 weeks on payment of 20% of the annual fee.
v. Termination of Membership
The Committee may and for good reason terminate the membership of any individual or member organisation if annual membership or other fees are unpaid for 3 months after the due date or if the member or member organisation acts in a way prejudicial to The U3A or to the running of The U3A or brings it into disrepute; provided that the individual member or appointed representative of the member organisation concerned shall have the right to be heard by The Committee accompanied by a friend who may also speak, or make written representation before a final decision is made.
6. THE COMMITTEE
The management of The U3A shall be vested in The Committee, consisting of members whose duty it shall be to carry out its general policy and to provide for the administration, management and control of the affairs and property of The U3A.
i. Elected Members
The Committee shall consist of not less than 5 and not more than 10 members.
ii. The Honorary Officers
The Honorary Officers (chairman, vice-chairman, secretary and treasurer) shall be appointed by the elected committee at their first meeting. Each officer shall serve for a maximum period of 2 years and/or until such time as his/her successor is elected.
iii. Co-opted Members
The Committee may in addition appoint not more than 4 co-opted members who shall have full voting rights and have tenure until the next AGM.
iv. Specialist and Ex Officio Members
Persons who need not be members may be invited by The Committee to serve because of their special expertise or office held. They shall have no voting rights and their term of service shall expire at the next AGM.
v. Vacancies
Vacancies on The Committee which arise through resignation or termination during the year may be filled from the membership and such an appointee shall complete the term of service of the member he or she is replacing and shall be eligible for reelection at the next AGM.
vi. Proceedings
The proceedings of The Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment, electionor co-option of a member.
vii. Termination of membership of The Committee
A member of The Committee shall cease to hold office if he or she:
a. is disqualified from acting as a member of The Committee by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision)
b. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs
c. is absent without permission of The Committee from 3 consecutive meetings and The Committee resolve that his or her office be vacated
d. is subject to a vote of no confidence from The Committee as a result of actions which bring The U3A into disrepute or conduct prejudicial to The U3A or failure to abide by the terms of this constitution or decisions of The Committee
e. notifies in writing to The Committee a wish to resign.
7. ELECTION OF MEMBERS OF THE COMMITTEE
i. The election of members of The Committee shall be held at the AGM of The U3A.
ii. The newly elected committee shall take office at the conclusion of the AGM.
iii. Members shall serve for a period of 2 years.
iv. Retiring members may stand for re-election but no one may hold the office of Chairman or Vice-Chairman for more than 2 consecutive years without an intervening period of at least 1 year except that a retiring Vice Chairman may stand immediately for the post of Chairman.
v. If insufficient nominations are received to fill the vacancies, the Committee may at its sole discretion and as a last resort, appeal to the assembled members at the AGM for permission to ask whether anyone present is willing to reconsider and put themselves forward as a candidate for one of the vacancies. A vote must be taken on this motion and must be carried by not less than two thirds of the members present for the request to be made
vi. In the event of no member of the newly elected committee being willing to take on one or more of the Honorary Officer positions a majority decision may be taken by The Committee to ask the retiring officer to stay until the next AGM.
8. MEETINGS AND PROCEEDINGS OF THE COMMITTEE
i. The Committee shall hold at least 4 ordinary meetings each year
ii. A special meeting may be called at any time by the Chairman or by any two members of The Committee with not less than seven days notice being given to other members of The Committee of the matters to be discussed unless it concerns the appointment of a co-opted member in which case not less than twenty-one days should be given
iii. The Chairman shall chair the meetings and in his or her absence the Vice Chairman shall take over or if he or she is also absent The Committee shall choose one of their number to be chairman of the meeting before any business is transacted.
iv. A President may be elected by the members at a General Meeting but he/she shall not be a member of The Committee and shall not have voting rights.
v. A quorum exists when at least one third of the number of members of The Committee for the time being or three members of The Committee whichever is the greater, are present at the meeting.
vi. Every matter shall be determined by a majority of votes of the members of The Committee present and voting on the question but in the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
vii. The Secretary shall keep minutes of the proceedings of the meetings of The Committee which should incorporate reports of any sub-committees or groups and these minutes shall be available for inspection should a member request it.
viii. The Committee may from time to time make and alter rules for the conduct of its business, the summoning and conduct of its meetings and custody of documents. No rule may be made which is inconsistent with this constitution.
ix. The Committee may appoint sub-committees consisting of at least one of its members for the purpose of performing any function or duty which in the opinion of The Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to The Committee.
x. No Committee member shall be chargeable or responsible for any act done by or omitted to be done by him/her or any other Committee member or by reason of any mistake or omission made in good faith by any Committee member or by reason of any other matter other than wilful and individual fraud or wrong doings or actions knowingly beyond the scope of a specific authority or limit thereon on the part of The Committee member in question.
9. FINANCE
i. General and Group Funds
The Primary Purpose (or main) Fund, including all donations, contributions and bequests; and the Non-primary Purpose Funds of subordinate groups, activities or events, shall be paid into an account/accounts operated by The Committee through the Treasurer in accordance with sub-section 9.ii and at such bank(s) as The Committee shall from time to time decide.
ii. Application and Control of Funds
a. The funds belonging to The U3A shall be applied only in furthering its objectives.
b. No funds shall be transferred in any way to Committee members, provided that nothing herein shall prevent the payment in good faith of reasonable and proper out of pocket expenses incurred in the course of U3A work.
c. All monetary transactions, specifically cheques and withdrawals, shall be made through the properly authorised account(s), as delineated in sub-section 9.i above, and shall require at least two of the Committee-nominated trustee signatories to sign.
iii. Reports and Statements
The Treasurer shall submit regular reports and/or financial statements for each account to the Committee in a format and at intervals to be determined from time to time by The Committee.
iv. Expenses
All proper costs, charges and expenses incidental to the management of The U3A and membership of the Third Age Trust may be defrayed from the funds of The U3A.
10. PROPERTY
i. All property of The U3A shall be applied solely towards the objectives of The U3A.
ii. Ownership of bought or donated property is vested in The U3A and items may with the agreement of The Committee be transferred on a temporary basis to a nominated member’s home in pursuance of his/her designated role until such time as the member’s tenure of office ceases or The Committee requests its return.
iii. The Secretary shall keep an up-to-date inventory of all property.
11. ACCOUNTS
The Committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regards to the:
i. keeping of accounting records for The U3A
ii. preparation of annual statements of account for The U3A
iii. independent examination of the statements of account of The U3A
iv. transmission of the statements of account of The U3A to the Charity Commission
12. ANNUAL RETURNS AND REPORTS
The Committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regards to the preparation of an annual return and/or report and their transmission to the Commission.
13. ANNUAL GENERAL MEETING
i. There shall be an Annual General Meeting of The U3A which shall be held in May each year or as soon as practicable thereafter and not later than 15 months after the preceding AGM.
ii. Every AGM shall be called by The Committee. The Secretary shall give at least 21 days’ notice of the AGM to all members of The U3A. All members of The U3A shall be entitled to attend and vote at the meeting.
iii. Accidental omission to give notice to any member shall not invalidate the proceedings of the AGM.
iv. The Committee shall present to each AGM the reports and accounts of The U3A for the preceding year for approval.
v. The Committee shall seek approval for the appointment of an examiner for the accounts.
vi. Nominations for election to The Committee must be made by members in writing and must be in the hands of the Secretary of The Committee at least 14 days before the AGM. Should nominations exceed vacancies, election shall be by a secret ballot.
vii. Any other business published in the Agenda shall also be considered. Any proposals to amend the constitution subject to clause 16 shall be considered at the AGM or an Extraordinary General Meeting.
14. EXTRAORDINARY GENERAL MEETINGS
i. The Committee may call an Extraordinary General Meeting (herein referred to as ‘EGM’) of the charity at any time or if at least 10% of the members request such a meeting in writing stating the business to be considered, the Secretary shall call such a meeting giving at least 21 days notice. The notice must state the business to be discussed.
ii. There shall be a quorum when at least 10% of the members are present.
iii. Accidental omission to give notice to any member shall not invalidate the proceedings.
15. PROCEDURE AT GENERAL MEETINGS
i. The Secretary or other person appointed by The Committee shall keep a full record of proceedings at every General Meeting of The U3A.
ii. There shall be quorum when at least 10% of the number of members of The U3A is present at any General Meeting.
iii. If within half an hour of the time appointed for the meeting a quorum is not present, the meeting if convened at the request of members shall be dissolved. In any other case it shall be adjourned to a suitable day and time as The Committee may direct provided 21 days’ notice is given to all members. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the members present shall constitute a quorum.
iv. The Chairman of The U3A shall be Chairman of the General Meeting at which he/she is present. In the absence of the proposed Chairman, The Committee shall have the power to elect a chairman for the meeting.
v. Every matter shall be determined by a majority of votes of the members present and voting on the question but in the case of an equality of votes the chairman of the meeting shall have a second or casting vote.
16. ALTERATION TO THE CONSTITUTION
The provisions of this constitution other than Clauses 3 and 17 and this clause may be amended with the assent of not less than two thirds of the U3A present and voting at a General Meeting of the U3A. 21 clear days notice shall be given to members stating the intention to put forward such a resolution.
17. DISSOLUTION
The U3A may at any time be dissolved by a resolution passed by a three quarters majority of those present and voting at any meeting of the U3A of which at least twenty-one clear days’ notice stating the intention to put forward such a resolution shall have been sent to all members of the U3A. If any assets remain after the satisfaction of all debts and other liabilities, such assets held by or in the name of the U3A shall be transferred to such charitable institution or institutions having objects similar to the U3A as the U3A shall decide.
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This amended Constitution was approved by The Executive Committee and adopted by members at the EGM on 6th June 2007.