Soar Valley

u3a

CONSTITUTION OF THE SOAR VALLEY UNIVERSITY OF THE THIRD AGE (U3A), A MEMBER OF THE THIRD AGE TRUST AS AN UNINCORPORATED ASSOCIATION

ADOPTED ON 27 MAY 2003
AMENDED 25 AUGUST 2007
AMENDED 24TH MARCH 2015
AMENDED 24TH SEPTEMBER 2019

1. NAME

The name of the organisation is SOAR VALLEY U3A, hereafter 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 the members of a Management Committee, hereafter referred to as ‘The Committee’, constituted in accordance with clause 6 of this Constitution.

3. OBJECTS

The Objects of The U3A are:

“The advancement of education and, in particular, the education of older people and those who are retired from full time work by all means, including associated activities conducive to learning and personal development.”

4. POWERS OF THE COMMITTEE

To further the Objects 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 permanent trading activities and shall conform to any requirements of the law.

ii. receive donations, endowments, sponsorship, grants, legacies and subscriptions from individuals or organizations that want to promote all or any of the Objects of The U3A and to hold funds in trust for this purpose.

iii. buy, take on lease or exchange any property necessary for the achievement of the Objects and to maintain and equip it for use.

iv. sell, lease or dispose of all or any part of the property of the charity, subject to any consents required by law.

v. co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects, or of similar charitable purposes, and to exchange information and advice with them

vi. support any charitable trusts, associations or institutions formed to support any or all of the Objects.

vii. appoint and constitute such advisory sub-committees as The Committee may think fit.

viii. organise and run conferences, lectures, seminars and courses.

ix. publish books, pamphlets, reports, leaflets, journals instructional matter and to produce films and videos.

x. participate in and assist in the development of area and regional associations and networks of U3As.

xi. do all such other lawful things as are necessary for the achievement of the Objects.

5. MEMBERSHIP

i. Membership of The U3A shall be open to individuals who are in their Third Age, not in full time gainful employment (the Third Age being the period of time after the first age of childhood dependence and the second age of full time employment and/or parental responsibility) and are interested in participating in and furthering the work of The U3A, providing that they have agreed to abide by this constitution and any membership conditions properly imposed by The Committee and to pay the annual subscription as determined by The Committee and approved by the membership at an Annual or Special General Meeting. No individual may be admitted to membership if The Committee considers that they do not meet these conditions.

ii. Every individual member shall have one vote.

iii. The Committee may terminate the membership of any individual if
a) the annual membership or other fees are unpaid within one month from the due date or
b) by way of expulsion at the end of a disciplinary procedure for breach of any membership condition or for breach of any disciplinary code of The U3A. if the member acts in a way that is prejudicial to The U3A,
Provided that in the case of proposed expulsion at the end of a disciplinary procedure, the individual concerned shall have the right to be heard by the Committee, accompanied by a friend acting in their personal capacity, 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, which shall be the governing body of The U3A and its board of trustees for the purposes of charity law. The Committee shall be responsible for the strategy and policies of The U3A , may exercise all the powers of The U3A and shall deal with the administration, management and control of the affairs and property of The U3A.

i) Committee Membership
The committee shall consist of not less than 6 and not more than 12 members (elected at an Annual General Meeting) comprising of:

a) The 4 honorary officers specified in the following clause (ii)
b) Not less than 2 and not more than 8 members that are not officers.

Members shall hold office for one year from the conclusion of the Annual General Meeting at which they are elected.

ii) Honorary Officers
At the first meeting of The Committee, to immediately follow the Annual General Meeting, at which they were elected, or as soon as possible thereafter, the members of The Committee shall elect from amongst themselves a chairman, a vice chairman, a secretary and a treasurer who shall hold office with immediate effect and until the next Annual General Meeting.

iii) The Committee may, in addition, appoint not more than 2 co-opted members who shall have full voting rights and have tenure until the next Annual General Meeting.

iv) Individuals with special expertise, who need not be U3A members, may be invited by The Committee to attend The Committee. They shall have no voting rights and their term of service shall expire at the next Annual General Meeting or earlier by mutual agreement.

v) Vacancies on The Committee that arise through resignation or termination during the year may be filled from the U3A membership. An appointee filling a vacancy shall complete the term of service of the member that is replaced and shall serve until the next Annual General Meeting.

vi) 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, election or co-option of a member.

vii) 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 means of mental disorder, illness or injury of managing and administering his or her own affairs.
(c) is absent without the permission of The Committee from 3 consecutive meetings and The Committee resolve that his or her office is to be vacated.
(d) is subject to a vote of no confidence from The Committee because of actions which bring The U3A into disrepute, conduct prejudicial to The U3A, failure to abide by the terms of this Constitution or the decisions of The Committee.
(e) serves at least 21 days notice to The Committee in writing of a wish to resign. The notice may not be accepted if less than four members of The Committee will remain in office when the notice of resignation is to take effect.

7. ELECTION OF MEMBERS OF THE COMMITTEE

i. The election of members of The Committee shall be held at an Annual General Meeting of The U3A.

ii. The newly elected Committee shall take office at the conclusion of the Annual General Meeting.

iii. Officers and Committee members shall serve for a period of 1 year. Retiring Officers and other members may stand for re-election provided that no one may hold the office of Chairman or Vice-Chairman for more than 2 consecutive years without an intervening period of at least one year, except that a Vice-Chairman after two consecutive years of office may stand immediately for the post of Chairman.

iv. If insufficient nominations are received to fill the vacancies for Committee members, The Committee may, as a last resort, appeal to the assembled members at the Annual General Meeting 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.

v. In the event that no member of the newly elected committee is willing to take on one or more of the Officer positions, a majority decision may be taken by The Committee to ask the retiring officer to remain in office 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, provided that not less than seven days notice is given to other members of The Committee of the matters to be discussed, except that if it concerns the appointment of a co-opted member not less than twenty one days is to 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 chose one of their number to be chairman of the meeting before any business is transacted.

iv. At any meeting, there shall be a quorum 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.

v. Every matter shall be determined by a simple majority of votes of the members of The Committee present and voting on the question. In the case of equality of votes the Chairman of the meeting shall have a second or casting vote.

vi. The Committee shall keep minutes of the proceedings at meetings of The Committee and any sub-committees and these minutes shall be available for inspection by any paid up member, on request.

vii. The Committee may from time to time make and alter rules for the conduct of its business, the summoning and conduct of meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

viii. The Committee may appoint sub-committees including at least one member of The Committee 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, providing that all acts and proceedings of any sub-committees shall be fully and promptly reported to The Committee. The Committee shall authorize the terms of reference of sub-committees and may alter them from time to time. Sub-committees may make proposals to the Committee, but may not make decisions and they shall not have any expenditure authority.

ix. No Committee member shall be chargeable or responsible for loss caused by any act done or omitted to be done by him or by any other Committee 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 wrongdoing 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. The funds of the U3A, including all donations, contributions and bequests, shall be paid into an account operated by The Committee in the name of The U3A at such bank as The Committee shall from time to time decide. All cheques drawn on the account must be signed by 2 Committee members.

ii. The funds belonging to the U3A shall be applied only to furthering the Objects.

iii. No funds shall be transferred in any way to U3A members, including 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, including funds required for deposits or advance payments in connection with the organization of events. Claims for expenses must be submitted to the Treasurer in writing. Accounts must be settled, including the return of any surpluses from advances, within one month from the date that the expenses are incurred.

iv. 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

All property of The U3A shall be deemed to be jointly held by the members of The Committee and applied solely towards the Objects of The U3A. Ownership of property is vested in The U3A and items may be transferred on a temporary basis, with the agreement of The Committee, to a nominated member’s home for safe keeping or in pursuance of the member’s designated role until such time as the member’s tenure of office ceases or The Committee requests the return of the property.

11. ACCOUNTS

The Committee shall comply with their obligations under charity law and observe applicable time limits in the case of obligations to file items with the charity commission with regard to

i. keeping accounting records for The U3A;

ii. preparing of annual statements of account for The U3A;

iii. the audit or independent examination of the statements of account of The U3A (if required by law)

iv. transmitting statements of account of The U3A to the Charity Commission.

12. ANNUAL REPORT

The Committee shall comply with its obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commission.

13. ANNUAL GENERAL MEETING

i. There shall be an Annual General Meeting of The U3A which shall be held on such date as the Committee may determine in each calendar year.

ii. Every Annual General Meeting shall be called by the Committee. This formal notice shall give at least 21 days’ notice of the Annual General Meeting to all the members of The U3A.

iii. The Annual General Meeting notice shall set out the business of the meeting, including resolutions to be proposed and shall provide information about proposals for the election of members of the Committee to be made at that meeting. All members of the U3A shall be entitled to attend and vote at the meeting.
Nominations for election to The Committee must be made by members in writing and must be in the hands of the Secretary at least 14 days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.

iv. Accidental omission to give notice to any member shall not invalidate the proceedings of any General Meeting.

v. The Committee shall present to each Annual General Meeting a report and independently examined accounts of The U3A for the preceding year for approval.

vi. The Committee shall seek approval for the appointment of an independent examiner for the accounts for the following year.

vii. Any proposals to amend the constitution, subject to clause 16, may be considered at an Annual General Meeting as well as any other business published in the agenda.

14. SPECIAL GENERAL MEETING

A special General Meeting of The U3A may be convened at any time by a resolution of The Committee or if 20% or more of The U3A members request such a meeting in writing, stating the object of the meeting and the matters to be considered. The Secretary of The U3A shall call a special meeting giving U3A members at least 14 days notice of the meeting. There shall be a quorum when 20% of members are present.

15. PROCEDURE AT GENERAL MEETINGS and NOTICES

Notices of meetings, documents and other communications from The U3A to a member may be sent by electronic communication provided The U3A wishes to do so and the relevant members wishes to receive them in this way and provides an appropriate electronic address to The U3A. It is the responsibility of that member to notify The U3A of any changes to that address and to comply with any security and other procedures determined by the Committee for such communications.

i. The secretary or other person appointed by The Committee shall keep a full record of the proceedings at every General Meeting of the U3A.

ii. There shall be a quorum when at least 20% of the number of members of The U3A are present at any General Meeting.

iii. If within half an hour from the time appointed for the meeting a quorum is not present the meeting, if convened at the request of The U3A members, shall be dissolved. In any other case it shall be adjourned until the same day in the next week at the same time and same place or otherwise as The Committee may direct.

iv. The Chairman of The U3A shall be Chairman of the General Meeting at which he is present. In the absence of the entitled Chairman, the Committee members present shall have the power to elect a Chairman for the meeting.

v. If there is a tied vote the Chairman of the meeting has a single casting vote.

16. ALTERATIONS TO THE CONSTITUTION

i. Subject to the provisions of this clause and clause 13, the Constitution may be altered by a resolution passed by not less than two thirds of the paid up members present at a General Meeting The notice of the General Meeting must include notice of the resolution, setting out the terms of the alteration proposed.

ii. In the event that The U3A is registered as a Charity,

a) no amendment may be made to clause 1 (the name of the charity) clause 3 (the Objects Clause) clause 17 (the dissolution clause) or this clause without the prior consent in writing of the Charity Commissioners.

b) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.

c) The Committee shall promptly send to the Charity Commission a copy of any amendment made under this clause.

17. DISSOLUTION

If The Committee decides that it is necessary or advisable to dissolve The U3A it shall call a meeting of all members of The U3A, of which not less than 21 days notice shall be given. The notice shall state the terms of the resolution to be proposed. If the proposal is supported by vote by a two thirds majority of those paid-up members of The U3A present, The Committee shall have the power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to other such local charitable institution or institutions having objects similar to the Objects of The U3a as members of the U3A may determine or to the Third Age Trust Registered Charity No. 288007. A statement of accounts and report for the final accounting period of The U3A shall be prepared and copy sent to the Third Age Trust and in the event that The U3A is a registered Charity, to the Charity Commission.

18. ADOPTION OF CONSTITUTION

Members of The U3A, at an Annual General Meeting, adopted this constitution on 24th September 2019.