Tynedale

Our Constitution

The constitution can be downloaded as a Word file here Constitution amended July 2018 .

The full text is below.

TYNEDALE U3A

AN UNINCORPORATED MEMBERS ASSOCIATION
A MEMBER OF THE THIRD AGE TRUST (The University of the Third Age or U3A)
A CHARITY IN ENGLAND AND WALES

Registered Charity Number: 515733

This constitution was adopted by the membership on 21st October 1984 and amended by the membership on 5th February 1991, 2nd March 1999, 5th October 2010, 5th March 2013, 4th March 2014 and March 7th 2017. March 6th, 2018, July 3rd, 2018

The charity was originally known as Tynedale Leisure Learning (U3A).

CONSTITUTION

1. NAME: The name shall be Tynedale U3A hereinafter called ‘the U3A’.

2. OBJECTS AND POWERS:
2.1 OBJECTS:
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.
2.2 POWERS:
2.2.a. 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.
2.2.b. Publish books, pamphlets, reports, leaflets, journals, films, DVDs and any other instructional matter.
2.2.c. Found and carry on schools and training courses and run lectures, seminars, conferences and courses.
2.2.d. Encourage and assist in the formation and operation of area and regional groupings of other U3As.
2.2.e. 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.
2.2.f. Do all such other lawful things as may be necessary for the attainment of the above Objects or any of them.

3. MEMBERSHIP:
3.a. Membership of the U3A shall be open to individuals interested in furthering the work of the U3A, provided that they agree to this constitution and any membership 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.
3.b. Every individual member shall have one vote.
3.c. The committee may for good reason terminate the membership of any individual:
1. if annual membership or other fees are unpaid two months after the due date of 1st April each year;
2. if the member acts in a way which is prejudicial to the U3A;
3. if the member brings the U3A into disrepute.
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.

4. THE COMMITTEE:
4.a. The management of the U3A shall be vested in the 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. The officers and other members of the committee shall be the trustees of the Charity.
4.b. At the Annual General Meeting of the U3A the members shall elect as necessary from among themselves officers consisting of a chairman, a vice chair, a secretary, and a treasurer who shall hold office from the conclusion of that meeting.
4.c. The committee shall consist of at least five and not more than twelve members being:
1. the four officers specified in the preceding sub-clause;
2. at least two and not more than nine members elected as necessary at the annual general meeting for specified positions who shall hold office from the conclusion of that meeting.
4.d. The committee may appoint not more than two co-opted members who shall have full voting rights and have tenure until the next annual general meeting.
4.e. Persons who need not be U3A members may be invited by the committee to attend committee meetings because of their special expertise. They shall not have voting rights.
4.f. Vacancies on the committee, which arise through resignation or termination during the year, shall be filled from the membership and such appointees shall remain in place until the following annual general meeting when they shall be eligible for election in the prescribed manner for a further three years.
4.g. 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.
4h. A member of the committee shall cease to hold office if he or she:
1. 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;
2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
3. is absent without the permission of the committee from three consecutive meetings and the committee resolve that his or her office be vacated;
4. 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;
5. 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.

5. ELECTION OF MEMBERS OF THE COMMITTEE:
5.a. The election of members of the committee shall be held as necessary at the annual general meeting of the U3A.
5.b. The election of officers and other members shall be by nomination for a specific post and they shall be elected individually.
5.c. The newly elected committee shall take office at the conclusion of the Annual General Meeting.
5.d. The length of service of any elected committee member or officer shall be for a maximum of two consecutive three-year terms, counting from annual general meeting to annual general meeting, from the date of their election to the committee with the following exception: should any committee member or officer, defined as the chairman, secretary or treasurer, offer to serve as an officer or to transfer to a different officer role at the end of three years or before, then that committee member or that officer may stand for election to that role at the next annual general meeting and serve three years, irrespective of the date of their accession to the committee. Thereafter all committee members and officers shall be entitled to stand for election for one further three year term. After two three-year terms have elapsed, the committee members and officers shall be required to stand down for one year before becoming eligible for re-election to the committee.
5.e. Members present at an annual general meeting may elect a president if they so wish. The president is expected to attend the committee, ex-officio, without voting rights.
5.f. Members present at an annual general meeting may elect an honorary life-president if they so wish who may, but is not expected to, attend committee meetings, ex-officio, without voting rights.
5.g. Nominations to the committee shall be made in the manner set out in sub-clause 8.e.

6. MEETINGS AND PROCEEDINGS OF THE COMMITTEE:
6.a. There shall be at least four ordinary committee meetings a year.
6.b. A special meeting may be called at any time by the chairman or by any three 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.
6.c. 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.
6.d. 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.
6.e. 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.
6.f. 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.
6.g. 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.
6.h. 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 wilful 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.

7. FINANCE:
7.a. The committee shall comply with their obligations under the Charities Act 2011 or any statutory re-enactment or modification of that Act with regard to:
1. The keeping of accounting records for the U3A;
2. The preparation of annual statements of account for the U3A;
3. The independent examination of the statements of account of the U3A;
4. The transmission of the statements of account of the U3A to the Charity Commission;
5. The preparation of an annual report and its transmission to the Charity Commission;
6. The preparation of an annual return and its transmission to the Charity Commission.
7.b. All the income and property of the U3A shall be applied solely towards the Objects of the U3A and none of it shall be paid or transferred in any way to its committee members. Nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any agent or servant of the U3A, other than a committee member, and repayment of out-of-pocket expenses to members or committee members incurred in the course of the work of the U3A.
7.c. Ownership of U3A 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 committee request its return.
7.d. The funds of the U3A, including all donations, contributions and bequests, shall be paid into accounts operated by the committee in the name of the U3A at such banks as the committee shall from time to time decide. All cheques drawn must be signed by at least two committee members. Former signatories may be authorised by the committee, where necessary, to sign cheques until new signatories are approved by the banks.
7.e. No form of substantial permanent trading shall be undertaken in the raising of funds.
7.f. The financial year of the U3A shall end on 31st December in each year.
7.g. 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.

8. ANNUAL AND SPECIAL GENERAL MEETINGS:
8.a. The annual general meeting shall be held in the month of March each year or as soon as practicable thereafter, but not later than 15 months after the preceding annual general meeting.
8.b. At least 21 days notice of an annual general or special general meeting shall be given in writing to all members.
8.c. Accidental omission to give notice to any member shall not invalidate the proceedings of the general meeting.
8.d. A quorum shall be 20% of the paid up members. The business of the annual general meeting shall include:
1. Receiving and approving the annual report.
2. Receiving and approving the examined accounts.
3. Electing the members of the committee.
4. Appointing an honorary auditor of accounts.
5. Considering any other business which has been published in the agenda.
6. Following the official business of the annual general meeting the chairman may invite questions and comments from the floor concerning any matter relevant to the U3A before closing the meeting.
8.e. Nominations for election to the committee must be made by members in writing, and signed by the proposer, seconder and candidate, and must be in the hands of the secretary of the committee prior to the commencement of the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.
8.f. The committee may call a special general meeting of the U3A at any time and they must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the committee fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

9. ALTERATION TO THE CONSTITUTION:
The provision of this 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 three-quarters 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.

Signed: Signed:

Chairman Secretary