CONSTITUTION OF THE UNIVERSITY OF THE THIRD AGE IN CARRICK, A MEMBER OF THE THIRD AGE TRUST AS AN UNINCORPORATED ASSOCIATION, FORMALLY ADOPTED ON FEBRUARY 3rd 2010
1.
NAME.
The
name of the charity is THE UNIVERSITY OF THE THIRD AGE IN CARRICK 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 the elected Executive Committee, herein referred to as The Committee, constituted by clause 6 of this constitution.
3.
OB
The
Objects of The U3A are:
(i)
to advance the education of the public and in
particular the education of older people no longer in full time gainful
employment in
(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 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 persons desiring to promote all or any
of the Objects of The U3A and to hold funds in trust for the same.
(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 U3A, 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 for all or any of the Objects.
(vii)
appoint and constitute such advisory committees as
The Committee may think fit.
(viii)
organise and run conferences,
lectures, seminars and courses.
(ix)
publish books, pamphlets, reports, leaflets,
journals and instructional matter and to produce films and videos.
(x)
participate in and assist in the development of
area and regional groupings of U3As.
(xi)
do all such other lawful things as are necessary
for the achievement of the Objects.
5.
MEMBER
SHIP
(i)
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 to pay the annual subscription as determined by The
Committee and confirmed by the membership at an Annual General Meeting.
(ii)
Every individual member shall have one vote.
(iii)
Each member organization shall be entitled to
receive notice and attend General meetings of The U3A having appointed
an individual to represent it and informed the Secretary of the details
but shall have no voting rights.
(iv)
The Committee may and for good reason terminate the membership of
any individual or member organization if annual membership or other fees
are unpaid for 3 months after the due date or if the member or member
organization acts in a way which is prejudicial to The U3A or to the
running of The U3A or brings it into disrepute, provided that the
individual concerned or the appointed representative of the member
organization 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. TH
The management of The U3A
shall be vested in a 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)
Honorary Officers
At the Annual General Meeting
of The U3A the members shall elect from amongst themselves a chairman, a
vice-chairman/men, a secretary, a treasurer and a membership secretary
who shall hold office from the conclusion of that meeting and a
President, if the creation of such a post has been agreed at a General
Meeting.
(ii)
The Committee
The Committee shall consist of not less than 5 and not more than 12 members being:
(a)
the honorary officers
specified in the preceding sub-clause
(b)
not less than 1 and not more
than 7 members elected at the Annual General Meeting who shall hold
office from the conclusion of that 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)
Persons who need not be members may be invited by
The Committee to serve because of their special expertise.
They shall have no voting rights and their term of service shall
expire at the next Annual General Meeting.
(v)
Vacancies on The Committee which arise through
resignation or termination during the year can 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 re-election
in the prescribed manner at 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 reason 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 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 (but only if at least four members of The
Committee will remain in office when the notice of resignation is to
take effect which shall be at least 21 days from the receipt of the
notification).
7.
ELECTION OF MEMBERS OF THE COMMITTEE
(i)
The election of members of The Committee shall be
held at the Annual General Meeting of the U3A.
(ii)
The newly elected Committee shall take office at
the conclusion of the Annual General Meeting.
(iii)
Officers shall serve for a period of one year and
Committee members for a period of two years.
Retiring Officers and Committee members may stand for re-election
at the annual AGM provided that no-one may hold the office of Chairman
or Vice-Chairman for more than 5 consecutive years without an
intervening period of at least one year except that a retiring
Vice-Chairman may stand immediately for the post of Chairman.
(iv)
If insufficient nominations are received to fill
the vacancies for Officers and/or Committee members, the Membership at
the Annual General Meeting may as a last resort, appeal to the assembly
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. If
nominations are received, proposed and seconded, a vote must be taken
and carried by a simple majority.
(v)
In the event of no nominations being received for
one or more of the Honorary Officer posts or no member of the newly
elected committee being willing to take on one or more of the Officer
positions a majority decision can 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 upon 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 notice must 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 elected by The U3A will be an ex officio member of the
Committee and shall not have voting rights.
(v)
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.
(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 equality of votes the Chairman of the meeting shall
have a second or casting vote.
(vii)
The Committee shall keep minutes of the proceedings
of its meetings which should incorporate reports of any sub-committees
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 their business, the
summoning and conduct of their 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-committees shall be fully and
promptly reported to The Committee.
(x)
No Committee member shall be chargeable or
responsible for loss caused by any act done or omitted to be done by
him/her or by 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 willful 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/accounts
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 shall be signed by any two of
four signatories appointed by The Committee, save that any cheque made
out in favour of one of the signatories must be signed by two of the
others.
(ii)
The funds belonging to The U3A shall be applied
only in furthering the objects.
(iii)
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.
(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
(i)
All property of The U3A shall be applied solely
towards the objects of The U3A.
Ownership
of 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 the his/her designated role until such time as the
member’s tenure of office ceases or The
Committee request its return.
A list of all property of the U3A shall be maintained.
11.
The
Committee shall comply with their obligations under the Charities Act
1993 (or any statutory re-enactment or modification of that Act) with
regard to:
(i)
the keeping of accounting records for The U3A;
(ii)
the preparation of annual statements of account for
The U3A;
(iii) the independent examination of the statements of
account of The U3A; and
(iv)
the transmission of the statements of account of
The U3A to the Charity Commission.
12.
ANNUAL REPORT
The
Committee shall comply with their 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 in the month of April in each year or as soon as
practicable thereafter but not later than 15 months after the preceding
Annual General Meeting.
(ii)
Every Annual General Meeting shall be called by The
Committee. The Secretary shall give at least 21 days’ notice of the
Annual General Meeting to all the members of The U3A.
All the 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 General Meeting.
(iv)
The Committee shall present to each Annual General
Meeting the report and accounts of The U3A for the preceding year for
approval.
(v)
The Committee shall seek approval for the
appointment of the 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 Annual General Meeting.
Should nominations exceed vacancies, election shall be by ballot.
Any
proposals to amend the constitution subject to clause 16 shall be
considered at the Annual General Meeting and any other business
published in the agenda or at a Special General Meeting.
14.
SPECIAL GENERAL MEETING
(vii)
The Committee may call a Special General Meeting of
the charity at any time and if at least 25 of the members request such a
meeting in writing stating the business to be considered, the Secretary
shall call such a meeting. At
least 21 days notice shall be given.
The notice must state the business to be discussed.
There shall be a quorum when 10% of the members are present.
Accidental omission to give notice to any member shall not invalidate
the proceedings.
15. PROCEDURE
AT GENERAL MEETINGS
(i)
The Secretary or other person specially appointed
by The Committee shall keep a full record of proceedings at every
General Meeting of The U3A.
(ii)
There shall be a quorum when at least 10% 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 members shall be dissolved.
In any other case it shall be adjourned to another day and time
as The Committee may direct provided 21 day’s 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 be a quorum.
(iv)
The Chairman of The U3A shall be the Chairman of
the General Meeting at which he/she is present unless the Committee
decides to ask the President to preside.
In the absence of the proposed Chairman, The Committee shall have
the power to elect a chairman for the meeting.
(v)
If there is a tied vote the Chairman of the meeting
should have a single casting vote.
16.
ALTERATIONS TO THE CONSTITUTION
(i)
Subject to the following provisions of this clause,
the Constitution may be altered by a resolution passed by not less than
two thirds of the members present and voting 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)
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
Commissioners.
(iii)
No amendment may be made which would have the
effect of making the Charity cease to be a charity at law.
The
Committee shall promptly send to the Charity Commission a copy of any
amendment made under this clause.
17.
DISSO
If The Committee decides that
it is necessary or advisable to dissolve the U3A it shall call a Special
General Meeting of all members of The U3A, of which not less than 21
days’ notice (stating the terms of the resolution to be proposed)
shall be given. If the
proposal is confirmed by a two thirds majority
of those present and voting The Committee shall have 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 the members of The U3A may determine or to the
Third Age Trust Registered Charity No. 288007.
A copy of the statement of accounts or account and statement, for
the final accounting period of The U3A must be sent to the Charity
Commission.
18. ADOPTION OF
CONSTITUTION.
This constitution was adopted
by the membership at a Special General Meeting on 3rd February 2010.
