Solent

Constitution

Constitution of the Solent University of the Third Age (U3A)

This Contents list is not a part of the formal Constitution but serves only to aid reference.

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CONSTITUTION OF THE SOLENT UNIVERSITY
OF THE THIRD AGE (U3A)

A MEMBER OF THE THIRD AGE TRUST
AS AN UNINCORPORATED ASSOCIATION

1. NAME
The name shall be the SOLENT U3A TRUST (in this Constitution called the U3A)

2. CHARITABLE OBJECT AND POWERS

2.1 CHARITABLE OBJECT
The charitable object of the U3A is:
(i) 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, residing in
Fareham and its surrounding locality.
If the U3A is registered as a charity in England and Wales the charitable
object of the U3A may only be altered with the prior consent of the
Charity Commission.

2.2 POWERS
(i) In furtherance of the above the U3A may purchase, take on lease
or in exchange hire and otherwise acquire and sell or dispose of
real or personal property and any rights and privileges which the
U3A may think necessary for the promotion of the Objects, subject
to such consents as may be required by law.
(ii) Publish books, pamphlets, reports, leaflets, journals, films, videos
and instructional matter.
(iii) Found and carry on schools and training courses and run lectures,
seminars, conferences and courses.
(iv) Encourage and assist in the formation and operation of area and
regional groupings of other U3As.
(v) Receive donations, endowments, sponsorship fees, subscriptions
and legacies from persons desiring to promote the Objects of the
U3A or any of them and to hold funds in trust for the same.
(vi) Do all such other lawful things as may be necessary for the
attainment of the above Objects or any of them.

3. MEMBERSHIP

3.1 All persons interested in supporting the Objects of the Third Age Trust
shall be admitted to Membership at the approval of the Committee and
upon payment of the annual subscription as determined by the Committee
provided that they agree to abide by the Constitution and any conditions
properly imposed by the Committee.

3.2 The Committee may terminate membership of any member if:
(i) there is any money owed to the U3A in respect of membership or
other fees after the time lapse following the due date of two
months
(ii) that member acts in a way which is prejudicial to the U3A or brings
it into disrepute, PROVIDED THAT the individual concerned shall
have the right to be heard by the Committee before a final decision
is made

4. MANAGEMENT
The Management of the U3A shall be vested in a 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.

4.1
(i) The Committee shall consist of at least five and not more than
twelve members (excluding those who are co-opted) and including
the principal officers (Chairman, Vice Chairman, Secretary and
Treasurer).
(ii) The Chairman shall be elected at each Annual General Meeting. If
no Chairman is elected at the Annual General Meeting, he/she shall
be appointed by the newly-elected Committee at their first meeting
after each Annual General Meeting.
(iii) The remaining principal and other officers shall be appointed by the
newly-elected Committee at their first meeting after each Annual
General Meeting.
(iv) Not more than two ordinary members may be co-opted to the
Committee. They shall have full voting rights and their term of
office shall expire at the next following Annual General Meeting.
(v) Persons, who need not be members, may be invited by the
Committee to serve because of their special expertise. They shall
not have voting rights and their term of service shall expire at the
next following Annual General Meeting.

4.2 The election of members of the Committee shall be held at the Annual
General Meeting of the U3A.
(i) Nominations for (a) the Chairman and (b) all other members of the
Committee shall be delivered in writing to the Secretary by a date
specified by the Committee. All such nominations must be signed
by the proposer and seconder and countersigned by the nominee
to show his/her agreement to being nominated. Nominations may
also be taken at the Annual General Meeting.
(ii) The newly elected Committee shall take office at the conclusion of
the Annual General Meeting.
(iii) There shall be no less than four Committee meetings a year.
(iv) The Principal Officers, as defined in Clause 4.1(i) and other elected
Committee members may serve for a period not exceeding THREE
years and shall except as stated below be eligible for re-election on
completion of their term of office. The retiring Chairman and Vice
Chairman may not serve again in the same capacity within one year
of such retirement but shall be eligible for appointment in any other
capacity.
(v) Committee members may resign office by giving not less than
twenty-one days' notice in writing to the Secretary or the
Chairman. The Committee has power to fill casual vacancies from
the Membership. Such an appointee shall complete the term of
service of the member he or she is replacing and shall be eligible
for re-election.
(vi) At Committee meetings matters shall be decided by a simple
majority of votes of Committee members present. In the case of
an equality of votes the Chairman shall have a second or casting
vote.
(vii) The quorum for any Committee meeting shall be three or one
third of the Committee whichever is the greater.

4.3 Special Committee meetings may be called at any time by the Chairman
or by any two members of the Committee upon seven clear days' notice
being given to all the Committee members of all the matters to be
discussed.

4.4 The Committee may appoint sub-committees to which it may from time to
time, and for such time as it determines, delegate the transaction of such
matters and the performance of such acts as it thinks fit and the
Committee shall exercise supervision over the proceedings and acts of
such sub-committees. Sub-committees shall report back to the Committee
as soon as possible on actions taken under delegated powers.

4.5 The proceedings of the Committee shall not be invalidated by any defect
in the appointment, election or co-option of any member of any
committee or sub-committee.

4.6 The Secretary shall ensure that Minutes are kept of all sub-committee,
Committee and General Meetings.

5. ANNUAL AND SPECIAL GENERAL MEETINGS

5.1 The Annual General Meeting shall be held once in each year during the
month of March. At least twenty-one days’ notice shall be given in writing
to all Members. A quorum shall be 20% of the paid up Members. The
business of the Annual General Meeting shall include:
(i) receiving and approving the Annual Report
(ii) receiving and approving the examined accounts
(iii) electing the Chairman and other members of the Committee
(iv) appointing an examiner for the accounts
(v) considering proposals to alter the Constitution subject to the
requirements of Clause 9
(vi) considering any other business which has been published in the
Agenda

5.2 A Special General Meeting of the U3A may be convened at any time by a
resolution of the Committee or upon a requisition signed by one-fifth or
more of the Members stating the object of the meeting. A meeting held
on such a requisition shall be called by the Secretary of the U3A giving the
other Members fourteen days’ notice of such a meeting. There shall be a
quorum when 20% of Members are present.

5.3 The Chairman of the U3A shall be the Chairman of any Committee or
General Meeting at which he/she is present. In his/her absence the
Members shall elect a Chairman for the meeting. The Chairman of the
meeting shall have a casting vote.

5.4 Accidental omission to give notice to any Member shall not invalidate the
proceedings of any General Meeting.

5.5 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 (5.5) 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.
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.
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.
If the meeting is to be held solely by electronic means pursuant to this
clause, the place of the meeting shall be deemed to be the charity's
registered office address.
Proceedings at a general meeting held by electronic means pursuant to
this clause, 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 5.1 is
able to join the meeting successfully.

5.6 Where a meeting is to be held by electronic means, the trustees may
put in place an electronic balloting mechanism to allow members
present at the meeting by electronic means to vote as if they were
present in person. Where such a voting mechanism is to be used for a
meeting, the notice of meeting will set this out.

5.7 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.

6. FINANCE

6.1 All the income and property of the U3A shall be applied solely towards the
Objects of the said U3A and none of it shall be paid or transferred in any
way to its Committee Members provided that nothing herein shall prevent
the payment in good faith of reasonable and proper remuneration to any
officer or servant of the said U3A (other than a Committee Member) and
repayment of reasonable and proper out-of-pocket expenses to Members
or Committee Members incurred in the course of the work of the U3A. A
bank or building society account shall be opened in the name of the U3A
and withdrawals shall be made on the signature of two Committee
Members, one of whom is a principal officer.

6.2 The U3A shall have power to collect and accept donations and to issue
appeals for donations and to raise money by bequest and otherwise. Any
money raised and received may be retained by the U3A and be used at
the discretion of the Committee. No form of permanent trading shall be
undertaken in the raising of funds.

6.3 The financial year of the U3A shall end on 31st January in each year and
not more than eight weeks later the Annual General Meeting shall be
convened for the purpose of receiving the Annual Report and examined
accounts.

6.4 The Committee may appoint employees, either permanently or on a fixed
term contract, who are not members of the Committee, as may from time
to time be necessary, for carrying out the work of the U3A and may fix
their terms and conditions of employment. For purposes of employment
law the Committee shall be the employer.

6.5 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.

6.6 The Treasurer shall keep accounts of all the monies received and
expended on behalf of the U3A and shall prepare and publish such
accounts duly examined at the Annual General Meeting. All monetary
transactions shall be made through properly authorised accounts in
accordance with the directives of the Committee.

6.7 No Committee member shall be chargeable or responsible for loss caused
by anything or act done or omitted to be done by him/her or any agent
employed by him/her or by any other Committee member, provided
reasonable supervision be exercised over any such agent, or by reason of
any mistake or omission made in good faith by any Committee member or
by reason of any other matter or thing other than wilful and individual
fraud or wrongdoing or wrongful omission on the part of the Committee
member who is sought to be made liable.

7. PROPERTY
Any property of the SOLENT U3A TRUST shall be vested in Trustees appointed
for this purpose or where the appointment of Trustees is not appropriate shall be
deemed to be held jointly by all members of the Committee.

8. POWERS OF THE COMMITTEE
All matters not provided for in this Constitution relating to the U3A and not
involving an amendment to this Constitution shall be dealt with by the
Committee.

9. ALTERATION TO THE CONSTITUTION
The provisions of the Constitution other than Clauses 2 and 10 and this clause
may be amended with the assent of not less than two thirds of the members of
the U3A present and voting at a General Meeting of the U3A. Twenty one clear
days’ notice shall be given to the Members stating the intention to put forward
such a resolution. (No amendment shall be made which would cause the U3A to
cease to be a charity.)

10. DISSOLUTION
The U3A may at any time be dissolved by a Resolution passed by a threequarters majority of those present and voting at any meeting of the said U3A of
which at least twenty-one clear days’ notice stating the intention to put forward
such a resolution shall have been sent to all Members of the U3A. If any assets
remain after the satisfaction of all debts and other liabilities, such assets held by
or in the name of the U3A shall be transferred to such charitable institution or
institutions having objects similar to the U3A as the U3A shall decide.

Revised 10 Feb 2023