BUXTON and DISTRICT U3A CONSTITUTION
Constitution of the Buxton and District U3A, member of the Third Age Trust as an unincorporated association, formally adopted on April 19th 2004 and as amended on April 19th 2010, on April 13th 2015, on April 9th 2018, on August 24th 2020 and further amended on May 12th 2021.
The name of the charity is Buxton and District U3A hereafter referred to as The U3A.
Subject to matters set out below The U3A and its property shall be administered and managed in accordance with this constitution by the members of the Executive Committee (as referred to by the Third Age Trust), herein referred to as The Committee, constituted by Clause 7 of this constitution.
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.
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 dispose of all or any part of the property of The U3A, subject to any consents required by law;
(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 any 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, whether in printed, electronic or any other form, books, pamphlets, reports, leaflets, journals and instructional matter;
(x) participate in and assist in the development of regional associations and networks of U3As; and
(xi) do all such other lawful things as are necessary for the achievement of The Objects.
(i) Membership of The U3A shall be open to individuals 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) and are interested in participating in and furthering the work of The 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 or Special 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:
a. if annual membership or other fees are unpaid one month after the due date;
b. if the member acts in a way which is prejudicial to The U3A or the running of The U3A or brings it into disrepute, provided that the individual 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. HONORARY PRESIDENT
The members of The U3A may (but do not have to) elect an Honorary President at the Annual General Meeting (AGM). 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 meeting at the decision of The Committee and shall be entitled to attend the Annual General Meeting as a guest.
7. THE COMMITTEE
The management of The U3A shall be vested in The Committee, consisting of members whose duty shall be to carry out its general policy and 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 the honorary officers (a chairman, a vice-chairman, a secretary and a treasurer) who shall hold office from the conclusion of that meeting. The honorary officers may be appointed by The Committee at their first meeting if there was no successful election at the AGM.
(ii) The Committee
The Committee shall consist of not less than 5 and not more than 10 members being;
a. the honorary officers specified in the preceding sub-clause, and
b. not less than 1 and not more than 6 members elected at the AGM 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 by co-opting 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) 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 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 4 members of The Committee will remain in office when the notice of resignation is to take effect which will be at least 21 days from the receipt of the notification).
(vii) Elected members and co-opted members of The Committee are Trustees as defined by the applicable charity law.
(viii) A member of The Committee cannot be a member of The Committee of another U3A.
8. 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 and Committee members shall serve for a period of three years. Officers and Committee members may not hold office for more than two consecutive terms without an intervening period of at least one year except that:
a. a retiring Vice-Chairman may immediately stand for the post of Chairman;
b. Officers or Committee members who have served three years in one particular role may continue to serve on The Committee but it has to be in a different role;
c. a retiring Secretary or Treasurer may stand for one further consecutive three year period in the same role.
(iv) 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.
9. MEETINGS AND PROCEEDINGS OF THE COMMITTEE
(i) The Committee shall hold at least 4 ordinary meetings each year.
(ii) A special committee 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 the 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 21 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) There shall be a quorum when at least one third of the 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 majority of the 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.
(vi) 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.
(vii) The Committee from time to time may make and alter rules for the conduct of their meetings and custody of documents. No rule may be made which is inconsistent with this constitution.
(viii) 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. Any sub-committee may only make expenditure commitments within the limits set by The Committee.
(ix) No 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 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 and wrong doing or actions knowingly beyond the scope of a specific authority or limit thereon on the part of The Committee member in question.
(x) 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.
(xi) A Trustees meeting or a meeting of a committee of the trustees may be held in person or by suitable electronic means agreed by the trustees or the members of the committee (as the case may be) in which each participant may communicate with all the other participants’.
(i) The financial year of The 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 The U3A shall be paid into such accounts as The Committee may open in the name of The 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, authorised by The Committee to do so, may arrange and authorise any transaction on any of The U3A’s accounts and dual authorisation shall normally be required for all transactions in excess of the limit allocated to the Treasurer by The Committee in order to ensure efficient operation of The U3A.
(iii) The Committee shall determine the financial controls and procedures to be followed by The 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 The U3A shall be applied only in furthering The Objects.
(v) No funds shall be transferred in any way to members of The Committee, 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 The U3A.
(vi) All proper costs, charges and expenses incidental to the management of The U3A and membership subscriptions in respect of the Third Age Trust may be defrayed from the funds of The U3A.
(i) All property of and held on behalf of The U3A shall be applied in accordance with charity law.
(ii) Title to any property shall be held on behalf of The U3A in such manner as The Committee thinks fit from time to time and in ways permitted by charity law.
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:
(i) the keeping of accounting records for The U3A;
(ii) the preparation of annual statements of account and a trustees’ report for The U3A;
(iii) the audit or independent examination of the statements of account of The U3A (if required by law);
(iv) the making of a charity annual return to the Charity Commission; and
(v) the transmission of the statement of accounts and trustees’ report of The U3A to the Charity 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 and 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 Annual 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.
a. By putting the financial report and accounts of the U3A for the preceding year on the Buxton and District U3A website at least 7 days before the Annual General Meeting, the Committee will have discharged its obligations to present the report and accounts to each Annual General Meeting.
(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 Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot.
(vii) Any proposal to amend the Constitution subject to Clause 16 shall be considered at The Annual General Meeting or a Special Meeting and any other business published in the agenda.
(viii) There shall be a quorum when at least one tenth of the members of The U3A are present at an Annual General Meeting.
(ix) Online and hybrid general meetings
a. A general meeting, (whether an annual general meeting or a special general meeting) may be held that allows attendance in person or by suitable electronic means agreed by the trustees in which each participant may communicate with all the other participants either directly or through the Chair. Where the trustees determine that a general meeting is to be held using electronic means pursuant to this clause 13(ix) such determination shall be set out in the notice of general meeting sent to members, together with details of how a member may participate in such meeting.
b. Where the committee determines that a general meeting is to be held by electronic means only, such determination shall be set out in the notice of general meeting sent to members, along with an explanation of the exceptional circumstances which require the general meeting to be held by electronic means only.
c. For the purposes of this clause “exceptional circumstances” means circumstances which in the reasonable opinion of the committee render it impossible to hold an effective general meeting in person or by a combination of meeting in person and through electronic means.
d. Where a general meeting is to be held in person, the trustees may if they deem it appropriate set out a procedure in the notice of meeting which allows members to attend electronically if they so wish, and in such circumstances both members physically present in person and members present by electronic means will be considered present in person and will count towards the quorum for the relevant meeting.
e. If the meeting is to be held solely by electronic means pursuant to clause 13(ix) the place of the meeting shall be deemed to be the address stated in the notice to the general meeting.
f. Proceedings at a general meeting held by electronic means pursuant to clause 13(ix) or a physical meeting at which procedures are put in place to allow members to attend electronically pursuant to clause 13(ix) will not be invalidated due to technical issues which prohibit members from joining such meeting electronically, so long as a sufficient number of members to form a quorum under clause 13(ix) is able to join the meeting successfully.
14. SPECIAL MEETING
The Committee may call a Special Meeting of the U3A at any time and if at least one fifth 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 one fifth of the members are present. Accidental omission to give notice to any member shall not invalidate the proceedings.
15. PROCEDURE AT ANNUAL GENERAL MEETINGS AND SPECIAL MEETINGS
(i) The Secretary or other person specially appointed by The Committee shall keep a full record of proceedings at every Annual General Meeting and Special Meeting of The U3A.
(ii) 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 member, shall be dissolved. In any other case it shall be adjourned to a suitable day and time as The Committee shall 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 the quorum.
(iii) The Chairman of The U3A shall be the chairman of The Annual General Meeting or Special Meeting at which he/she is present unless The Committee decides otherwise in which case The Committee shall have the power to elect a chairman for the meeting.
(iv) 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 an Annual General Meeting or Special Meeting of The U3A. The notice of the Annual General Meeting or Special 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 Charity Commissioners.
(iii) No amendment may be made which would have the effect of making The U3A cease to be a charity in law. The Committee shall promptly send to the Charity Commission a copy of any amendment made under this clause.
(iv) The prior consent of the Third Age Trust must be requested for any proposed alterations to The U3A’s constitution. The U3A may proceed with the proposed changes:
a. at any time after specific consent has been received from the Third Age Trust; or
b. when four weeks have passed since the consent request was delivered and the Third Age Trust has not notified The U3A of any objection to the proposals.
If The Committee decides that it is necessary or advisable to dissolve The U3A it shall call a Special 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 U3A. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to other 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.
Note: This Constitution of the Buxton and District U3A was formally adopted at the Annual General Meeting on April 19th 2004 and amended at the AGM on April 19th 2010. Further amendment was made at the AGM on April 13th 2015, on April 9th 2018, on August 24th 2020 and a further amendment was made at the AGM on May 12th 2021.