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A
member of the Third Age Trust as an unincorporated association, this
Constitution was formally
adopted at the Annual General Meeting (AGM) of U3A Carrick on 7th
April 2004 and as subsequently amended at the AGM held on 6th April
2005.
(Registered Charity Number 1034910)
1.
Name
The
name of the charity is U3A Carrick hereafter referred to as ‘the
U3A’
2.
Administration
Subject
to the matters set out below, the Charity and its property shall be
administered and managed in accordance with this Constitution by the
members of the Executive Committee constituted by Clause 4 of this
Constitution.
3.
objects
The
objects of the U3A are:
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to
advance the education of the Public and in particular, the education
of older people no longer in full time gainful
employment in the administration district of Carrick in the County
of Cornwall and its surrounding locality.
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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.
EXECUTIVE COMMITTEE
The
management of the U3A shall
be vested in an Executive Committee, consisting of the 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.
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Honorary
Officers
At
the Annual General Meeting of the U3A the members shall elect from
amongst themselves a Chairman, a Vice-Chairman, a General Secretary, a
Membership Secretary and a Treasurer who shall hold office from the
conclusion of that meeting, and a President if the creation of such a
position has been agreed at a General Meeting.
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Executive
Committee
The
Executive Committee shall consist of not more than 12 members being:
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the Honorary Officers specified in the preceding Clause, excluding the
President.
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not more than 7 members elected at the Annual General Meeting who shall
hold office from the conclusion of that meeting.
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The
Executive 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.
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Persons
who need not be members may be invited by the Executive 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.
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Vacancies
on the Executive 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.
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The
proceedings of the Executive 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.
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A
member of the Executive Committee shall cease to hold office if he
or she:
is
disqualified from acting as a member of the Executive Committee
by virtue of Section 72 of the Charities Act 1993 (or any
statutory re-enactment or modification of that provision);
becomes
incapable by means of mental disorder, illness or injury of managing
his or her own affairs;
is
absent without the permission of the Executive Committee from 3
consecutive meetings and the Executive Committee resolve that
his or her office be vacated;
is
subject to a vote of no confidence from the Executive 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 Executive Committee;
notifies
in writing to the Executive Committee a wish to resign (but only
if at least four members of the Executive 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).
5.
POWERS
In
furtherance of the Objects but not otherwise, the Executive Committee
may exercise the following powers:
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power
to raise funds and to invite and receive contributions provided that
in raising funds the Executive Committee shall not undertake any
substantial permanent trading activities and shall conform to any
requirements of the law.
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power
to receive donations, endowments, sponsorships, 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.
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power
to buy, take on lease or in exchange any property necessary for the
achievement of the
Objects and to maintain and equip it for use.
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power
to subject to any consents required by law to sell, lease or dispose
of all or any part of the property of the Charity.
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power
to 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 with them.
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power
to support any charitable trusts, associations or institutions
formed for all or any of the Objects.
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power
to appoint and constitute such advisory committees as the Executive
Committee may think fit.
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power
to organise and run conferences, lectures, seminars and courses
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power
to publish books, pamphlets, reports, leaflets, journals,
instructional matter and to produce films and videos.
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power
to participate in and assist in the development of area and regional
groupings of U3As.
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power
to do all such other lawful things as are necessary for the
achievement of the Objects.
6.
MEMBERSHIP
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Membership
of the U3A shall be open to individuals aged 50 years or over and
retired or not in full time employment who are interested in
furthering the work of the U3A and who have paid the annual
subscription as determined by the Executive Committee and confirmed
by the membership at an Annual General Meeting.
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Every
individual shall have one vote.
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The
Executive Committee may and for good reason terminate the membership
of any individual if annual membership or other fees are unpaid
three months after the due date, or if the member acts in a way
which is prejudicial to the U3A or to the running of the U3A or
brings into disrepute provided that the individual shall have the
right to be heard by the Executive Committee accompanied by a friend
who may also speak or make written representation before a
final decision is taken.
7.
ELECTION OF MEMBERS OF THE EXECUTIVE COMMITTEE
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The
election of members of the Executive Committee shall be held at the
Annual General Meeting of the U3A.
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The
newly elected Executive Committee shall take office at the
conclusion of the Annual General Meeting.
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Officers
shall serve for a period of 1 year and Committee members for a
period of 2 years. Retiring Officers may stand for re-election
providing that no-one may hold office 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.
8.
MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
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The
Executive Committee shall hold at least 4 ordinary meetings each
year.
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A
special meeting may be called at any time by the Chairman or by any
two members of the Executive Committee upon not less than seven
days' notice given to other members of the Executive Committee of
the matters to be discussed unless it concerns the appointment of a
co-opted member in which case not less than 21 days must be given.
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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
Executive Committee shall choose one of of their number to be
Chairman of the meeting before any business is transacted.
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A
President elected by the U3A will be an ex officio member of the
Executive Committee and shall not have voting rights.
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There
shall be a quorum when at least one third of the numbers of members
of the Executive Committee for the time being or three members of
the Executive Committee whichever is the greater are present at the
meeting.
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Every
matter shall be determined by a majority of votes of the members of
the Executive Committee present and voting on the question but in
case of equality of votes the Chairman of the meeting shall have a
second or casting vote.
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The
Executive Committee shall keep minutes of the proceedings at
meetings of the Executive Committee and any sub-committees and these
minutes shall be available for inspection should a member request
it.
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The
Executive 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.
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The
Executive Committee may appoint sub-committees consisting of at
least one member of the Executive Committee for the purpose of
performing any function or duty which in the opinion of the
Executive 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
Executive Committee.
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No
Executive Committee member shall be chargeable or responsible for
loss caused by any act done or omitted to be done by him or her or
by any other Executive Committee member or by reason of any mistake
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 Executive Committee member in
question.
9.
FUNDS
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The
funds of the U3A, including all donations, contributions and
bequests shall be paid into accounts operated by the Executive
Committee in the name of the U3A at such banks as the Executive
Committee shall from time to time decide. All cheques drawn on
the accounts may be signed by any two of four signatories appointed
by the Executive Committee save that any cheque made out in favour
of one signatory must be signed by two of the others. The
funds belonging to the U3A shall be applied only in furthering the
Objects.
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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.
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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
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All
property of the U3A shall be applied solely towards the Objects of
the U3A.
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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 his or her designated role until such
time as the member's tenure of office ceases or the Executive
Committee request its return. A list of all property of the
U3A shall be maintained and appended to the Annual Report giving
such information as the Executive Committee shall decide.
11.
ACCOUNTS
The
Executive Committee shall comply with their obligations under the
Charities Act 1993 (or any statutory re-enactment or modification of
that Act) with regard to:
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the
keeping of accounting records for the U3A;
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the
preparation of annual statements of account for the U3A;
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the
independent examination of the statements of account of the U3A; and
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the
transmission of the statement of account of the U3A to the Charity
Commission.
12.
ANNUAL REPORT
The
Executive 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 report and its
transmission to the Charity Commission.
13.
ANNUAL GENERAL MEETING
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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
Meting.
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Every
Annual General Meeting shall be called by the Executive
Committee. The Secretary shall give at least 21 days notice of
the Annual General Meeting to all members of the U3A. All the
members of the U3A shall be entitled to attend and vote at the
meeting. Members unable to attend the Annual General Meeting
may be allowed a postal vote.
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Accidental
omission to give notice to any member shall not invalidate the
proceedings of any General Meeting.
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The
Executive Committee shall present to each Annual General Meeting the
report and accounts of the U3A for approval.
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The
Executive Committee shall seek approval for the appointment of the
examiner for the accounts.
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Nominations
for the election of officers and Executive Committee members must be
made by members in writing and must be in the hands of the Secretary
of the Executive Committee at least 14 days before the Annual
General Meeting. Should nominations exceed vacancies, election
shall be by ballot or show of hands as the members present shall
decide.
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Any
proposals to amend the Constitution subject to Clause 16 shall be
considered at the Annual General Meeting together with any other business
published in the Agenda, or at a Special General Meeting.
14.
SPECIAL GENERAL MEETING
The
Executive Committee may call a Special Meeting of the charity at
any time, or if at least 25 members request such a meeting in
writing stating the business to be considered, the Secretary shall call
such a meeting. At lease 21 days notice shall be given. The
notice must state the business to be discussed. There shall be a
quorum when 100 of the members are present.
15.
PROCEDURE AT GENERAL MEETINGS
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The
Secretary or other person specially appointed by the Executive
Committee shall keep a full record of proceedings at every General
Meeting of the U3A.
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There
shall be a quorum when at least 100 of the number of members of the
U3A are present at any General Meeting.
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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 members
shall be dissolved. In any other case it shall be adjourned to
a suitable day and time as the Executive 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 be a
quorum.
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The
Chairman of the U3A shall be the Chairman of the General Meeting at
which he or she is present unless the Executive Committee makes the
decision to ask the President to preside.
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If
there is a tied vote the Chairman or President should have a single
casting vote.
16.
ALTERATIONS TO THE CONSTITUTION
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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.
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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.
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No
amendment may be made which would have the effect of making the
Charity cease to be a Charity at law.
The
Executive Committee shall promptly send to the Charity Commission a copy
of any amendment made under this Clause.
17.
DISSOLUTION
If
the Executive 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 (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 Executive 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 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.
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