Bolton

Bolton U3A Constitution

CONSTITUTION
OF THE CHARITY NAMED BELOW, AN UNINCORPORATED MEMBERS' ASSOCIATION AND A MEMBER OF THE THIRD AGE TRUST

THIS IS A CHARITY IN ENGLAND AND WALES
REGISTERED CHARITY NUMBER : 1140495

Constitution adopted on 18th February 2011 as amended at the AGM held on 25th November 2016.

1. NAME
The name of the charity is Bolton University of the Third Age (U3A), hereinafter referred to as ‘Bolton U3A’

2. PROPERTY AND ASSETS
Subject to the matters set out below, Bolton U3A and its property and other assets shall be administered and managed, in accordance with this constitution, by the members of the Committee.

3. CHARITABLE PURPOSES
The charitable purposes of Bolton U3A are :

(i) to advance education, and in particular the education of people not in full time gainful employment who are in their 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) residing in Bolton and its surrounding locality.

In this constitution ‘ people in their Third Age’ has the meaning set out above.

4. POWERS
In furtherance of the charitable purposes, but not otherwise, the Committee may exercise the following powers to :

(i) raise funds and to invite and receive contributions for Bolton U3A by any lawful means, provided that, in doing so, any applicable requirements of the law shall be met;

(ii) receive donations, gifts, endowments, sponsorship, grants, legacies and subscriptions from persons desiring to support Bolton U3A and its charitable purposes and to hold and apply any funds so acquired for the charitable purposes (subject to any restricted funds being applied to the relevant restricted purposes);
(iii) buy, take on lease or in exchange or otherwise acquire, hold and make use of any property (real or personal);

(iv) sell, lease or otherwise dispose of all or any part of the property of Bolton U3A, subject to any consents required by law;

(v) co-operate with other charities, voluntary bodies and statutory authorities;

(vi) support any charitable organisations with regard to the pursuit of Bolton U3A’s charitable purposes;

(vii) appoint and constitute such advisory sub-committees as the Committee may think fit;

(viii) organise, promote and participate in conferences, lectures, seminars, courses and educational events;

(ix) publish, supply and make available books, pamphlets, reports, leaflets, journals, instructional matter, educational materials and aids of all kinds, whether in printed, electronic or any other forms;

(x) associate and collaborate with other U3As and groupings of U3As (such as regional associations and networks) and The Third Age Trust in any way;

(xi) do all such other lawful things as appropriate to the pursuit of the charitable purposes and the delivery of benefit to the public in accordance with the charitable purposes.

5. MEMBERSHIP

(i) Membership of Bolton U3A shall be open to individuals who are in their Third Age and are interested in participating in and furthering the work of Bolton U3A, provided that they agree 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 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) Members are bound by and shall observe any membership conditions and any disciplinary code of Bolton U3A.

(iv) The Committee may terminate the membership of any individual:

(a) if annual membership or other fees are unpaid one month after 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 Bolton 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. HONORARY PRESIDENT

(i) The members of Bolton U3A may (but do not have to) elect an Honorary President at the Annual General Meeting. If they do so, the person so appointed will serve until the next Annual General Meeting. A retiring Honorary President may be re-appointed for a further term. There is no limit on the number of terms that may be served. The Honorary President shall not be deemed a charity trustee and shall not be a member of the Committee but may be invited to attend any Committee meetings at the discretion of the Committee and shall be entitled to attend the Annual General Meeting as a guest.

7. COMMITTEE AND OFFICERS

(i) The management of Bolton U3A shall be vested in a Committee, which shall be the governing body of Bolton U3A and its board of trustees for the purposes of charity law. The Committee shall be responsible for the strategy and policies of Bolton U3A, may exercise all the powers of Bolton U3A and shall deal with the administration, management and control of the affairs and property of Bolton U3A.

(ii) The Committee shall consist of at least five U3A members (excluding those who are co-opted) and an upper limit of 12 U3A members (including the officers). No person may be proposed for appointment or serve as an Officer or as a non-Officer member of the Committee if they are currently serving as an Officer or non-Officer member of the Committee of any other local U3A.

(iii) Officers
The Officers are the Chairman, not more than two Vice Chairmen, Treasurer and Secretary. The Officers shall by virtue of holding their office be members of the Committee. An individual may only serve in one Officer role at a time.

(iv) Appointment of Officers
At each Annual General Meeting of the Bolton U3A, the serving Officers shall retire from office and the members shall elect from amongst the membership, individuals to serve as the Officers. The term of office is one year from the date of that meeting until the next Annual General Meeting. A retiring Officer may be re-appointed provided he remains a member of Bolton U3A and subject to the limits on periods of service set out below.

(v) Appointment of other members of the Committee
At each Annual General Meeting the non=Officer members of the Committee shall all retire. A retiring Committee member may be re-appointed provided he remains a member of Bolton U3A and subject to the limits on periods of service set out below.

(vi) Terms of office and limits on periods of service
(a) Committee members (including Officers) shall serve for a period of up to five consecutive years, in any combination of roles.
(b) In the event of an officer reaching the end of his tenure and there being no nominations for his replacement, the committee may invite the serving officer to remain on the committee for a further twelve months, subject to approval by members at the AGM.
(c) Officers and Committee members who have retired may seek re-election after a period of 1 year.

(vii) Nomination and election of candidates
Prior written nomination of any candidate for appointment as a member of the Committee at an Annual General Meeting shall normally be required, made by a proposer and seconder from amongst the membership of Bolton U3A (not themselves being Officers or non-Officers of the Committee), to be in the hands of the Secretary of Bolton U3A at least 28 days before the meeting. Should nominations exceed vacancies, the decision about appointments shall be taken by ballot. Otherwise, nominations of candidates and the conduct of voting for appointments shall be dealt with in accordance with the Standing Orders of Bolton U3A or, if there are no Standing Orders, as determined by the Committee. However, if there are insufficient candidates standing for the vacancies, the Chairman of the meeting may, as a last resort, appeal for any willing member present to agree to stand. A vote must be taken and carried by a simple majority for such an appeal for volunteers at the meeting to be permitted. Any willing candidate may then offer himself and be proposed to the meeting for appointment in accordance with the Constitution.

(viii) Casual Vacancies – Officers and Committee
The Committee may fill any vacancy arising amongst the Officers or the non-Officer Committee members until the following Annual General Meeting. Any such appointee must be a member of Bolton U3A. A person so appointed, who shall have full voting rights, may stand for appointment to a first full term at that meeting.

(ix) Co-options to Committee
The Committee may in addition appoint not more than two co-opted members of the Committee (who must be U3A members), who shall have full voting rights and hold office until the next Annual General Meeting. At that meeting a retiring co-opted member could be proposed for appointment to a first full term on the Committee in accordance with the relevant provisions of this constitution. Provided always that an individual cannot be co-opted more than three times in succession.

8. DEFECTS IN APPOINTMENTS
The proceedings of the Committee shall not be invalidated by any vacancy among their numbers or by any failure to appoint or any defect in the appointment, election or co-option of a member.

9. CESSATION OF OFFICE – COMMITTEE MEMBERS

(i) 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 charity law;

(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 three consecutive meetings and the Committee resolve that his/her office be vacated;

(d) Is removed by resolution of the Committee for significant misconduct under the Trustee Code of Conduct, which may only be passed after the completion of the disciplinary procedure set out in that Code;

(e) Notifies in writing to the Committee a wish to resign (but only if at least five 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);

(f) ceases to be a member of Bolton U3A;

(g) becomes an Officer or non-Officer of the Committee of any other U3A.

10. MEETINGS AND PROCEEDINGS OF THE COMMITTEE

(i) The Committee shall hold at least 4 meetings each year.

(ii) Additional meetings may be called at any time by the Secretary on behalf of 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 absence, a Vice-Chairman shall take over or, if there is no Vice-Chairman present, the Committee shall choose one of their number to be Chairman of the meeting before any business is transacted.

(iv) There shall be a quorum when at least one third of the number of members of the Committee or three members of the Committee, whichever is greater, are present at the meeting.

(v) Every decision 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 casting vote in addition to his own vote;

(vi) The Committee shall ensure that minutes are taken of all its meetings and those of any sub-committees and are available for inspection should a member request it.

(vii) 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 (including, but not limited to, the use of electronic communications). 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, provided 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 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 wrong doing or actions knowingly beyond the scope of a specific authority or limit thereon on the part of the Committee member in question.

11. FINANCE

(i) The financial year of Bolton U3A shall end on such date as the Committee shall decide, provided always that the financial year must be in accordance with applicable charity law requirements and the annual accounts and trustees’ report must be submitted to the Charity Commission (if required by law) within relevant statutory time limits.

(ii) The funds of Bolton U3A shall be paid into such accounts as the Committee may open in the name of Bolton U3A. All transactions on such accounts shall be carried out in accordance with the terms of that account as agreed with the account provider and approved and accepted by the Committee from time to time. Only members of the Committee, authorized by the Committee to do so, may arrange and authorize any transaction on any of Bolton U3A’s accounts and authorization by two Committee members (one of whom is an Officer) shall normally be required for all transactions.

(iii) The Committee shall determine the financial controls and procedures to be followed by Bolton U3A, including but not limited to, controls and procedures in relation to accounts and transactions on them, and those shall be observed at all times.

(iv) The funds belonging to Bolton U3A shall be applied only in furthering the charitable purposes.

(v) 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 by a member of the Committee in the discharge of his/her duties for Bolton U3A.

(vi) All proper costs, charges and expenses incidental to the management of Bolton U3A and membership subscriptions in respect of the Third Age Trust may be defrayed from the funds of Bolton U3A.

12. PROPERTY

(i) All property of and held on behalf of Bolton U3A shall be applied in accordance with charity law.

(ii) Title to any property shall be held on behalf of Bolton U3A in such manner as the Committee thinks fit from time to time and in ways permitted by charity law.

13. ACCOUNTING AND REPORTING

(i) The Committee shall comply with its obligations under charity law and observe applicable time limits in the case of obligations to file items with the Charity Commission, with regard to:

(a) the keeping of accounting records for Bolton U3A;

(b) the preparation of annual statements of account and a trustees’ report for Bolton U3A;

(c) the audit or independent examination of the statements of account of Bolton U3A (if required by law);

(d) The making of a charity annual return to the Charity Commission;

(e) the transmission of the statement of accounts and trustees; report of Bolton U3A to the Charity Commission.

14. ANNUAL GENERAL MEETING
(i) There shall be an Annual General Meeting of Bolton 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 Bolton U3A. The notice shall specify that the meeting is the Annual General Meeting and shall set out the business of the meeting , including resolutions to be proposed and shall provide information about proposals for the election of Officers and non-Officer members of the Committee to be made at that meeting. All members of Bolton U3A shall be entitled to attend and vote at the meeting.

(iii) The Committee shall present to each Annual General Meeting the Trustees’ report and annual accounts of Bolton U3A for the preceding year.

(iv) The Committee shall seek approval from the membership at the Annual General Meeting for the appointment of any independent examiner or auditor for the accounts if permitted or required to do so by charity law.

(v) Any proposals to amend the Constitution subject to Clause 17 shall be considered at the Annual General Meeting as shall any other business as set out in the notice.

(vi) The newly elected Committee shall take office at the conclusion of the Annual General Meeting.

15. SPECIAL GENERAL MEETING

(i) The Committee may call a Special General Meeting of Bolton U3A at any time, and, if at least 20% 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.

16. NOTICES, COMMUNICATIONS AND PROCEDURE AT ANNUAL GENERAL MEETINGS AND SPECIAL GENERAL MEETINGS

(i) Notices of meetings, documents and other communications from Bolton U3A to a member may be sent by electronic communication provided Bolton U3A wishes to do so and the relevant member wishes to receive them in this way and provides an appropriate electronic address to Bolton U3A. It is the responsibility of that member to notify Bolton U3A of any change to that address and to comply with any security and other procedures determined by the Committee for such communications. A member may opt to return to hard copy communications at any time.

((ii) Accidental omission to give notice to any member of any Annual or Special General Meeting shall not invalidate the proceedings.

(iii) The Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every Annual or Special General Meeting of Bolton U3A.

(iv) There shall be a quorum when at least 20% of the number of members of Bolton U3A are present at any Annual or Special General Meeting.

(v) 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 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.

(vi) The Chairman of Bolton U3A shall be the Chairman of any Annual or Special 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.

(vii) If there is a tied vote, the Chairman of the meeting has a single casting vote.

17. ALTERATIONS TO THE CONSTITUTION

(i) Subject to the following provisions of this clause, the Constitution may be altered in any way 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 details of the alterations proposed.

(ii) The prior consent of The Third Age Trust must be requested for any proposed alterations to Bolton U3A’s constitution. Bolton U3A may proceed with the proposed changes:

(a) at any time after specific consent has been received from the Third Age Trust;

(b) when four weeks have passed since the consent request was delivered and the Third Age Trust has not notified Bolton U3A of any objection to the proposals.

(iii) If Bolton U3A is a registered charity, no amendment may be made to Clause 3 (the charitable purposes) without the prior consent in writing of the Charity Commission.

(iv) No amendment may be made which would have the effect of making Bolton U3A cease to be a charity at law.

(v) The Committee shall ensure a copy of any amendment made under this clause is promptly sent to the Charity Commission if Bolton U3A is registered.

18. DISSOLUTION

(i) If the Committee decides that is it is necessary or advisable to dissolve Bolton U3A, it shall call a Special General Meeting of all members of Bolton 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 realize any assets held by or on behalf of Bolton U3A. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to:

(a) any one or more member U3As in the North West Region, which are charities, as determined by the members of Bolton U3A;

or

(b) to the Third Age Trust (registered charity in England and Wales No 288007) to be used for the benefit of U3As affiliated to the Third Age Trust and located in the North West of England at the time of dissolution.

(ii) A copy of the statement of accounts and relevant reports for the final accounting period of Bolton U3A, must be sent to the Charity Commission if Bolton U3A is registered.