CONSTITUTION OF THE MELBOURN & DISTRICT u3a (formerly UNIVERSITY OF THE THIRD AGE) A MEMBER OF THE THIRD AGE TRUST AS AN UNINCORPORATED U3A
1. NAME
The name shall be The Melbourn and District University of The Third Age (in this Constitution called “the U3A”).
2. OBJECTS AND POWERS
2.1 OBJECTS
2.1.1 To advance the education of the public and in particular the education of middle aged and older people in Melbourn and the surrounding locality who are not in full time gainful employment.
2.1.2 To provide 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.
2.2 POWERS
In furtherance of the above the U3A may:
2.2.1 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.
2.2.2 Publish books, pamphlets, reports, leaflets, journals, films, videos and instructional matter. 2.2.3 Found and carry on schools and training courses and run lectures, seminars, conferences and courses.
2.2.4 Encourage and assist in the formation and operation of area and regional groupings of other U3As.
2.2.5 Receive donations, endowments, sponsorship fees, subscriptions and legacies from persons desiring to promote the Objects of the U3A or of any of them and to hold funds in trust for the same.
2.2.6 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 this constitution and any conditions properly imposed by the Committee.
3.2 The Committee may terminate membership of any member if:
3.2.1 Any money is owed to U3A in respect of membership or other fees after a time lapse of two months.
3.2.2 A 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 members of the U3A 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 THE MANAGEMENT COMMITTEE
4.1.1 The Committee shall consist of a maximum of twelve members (including any who may be co-opted but excluding additional persons invited pursuant to clause 4.1.4) including the Principal Officers (i.e. Chairman, Vice-Chairman, Secretary and Treasurer). The Principal Officers shall be appointed by the Committee members at their first meeting.
4.1.2 One third of the total number of members of the Committee shall retire by rotation at the Annual General Meeting.
4.1.3 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.
4.1.4 Additional persons, who need not be members, may be invited by the Committee to serve on the Committee because of their special expertise. They shall not have voting rights and their term of office shall expire at the next following Annual General Meeting.
4.1.5 There shall be no fewer than four Committee meetings a year.
4.2 ELECTION
4.2.1 Election to vacancies on the Committee shall be held at the Annual General Meeting. 4.2.2 Nominations for election to the Committee duly agreed by the nominee shall be proposed and seconded and delivered to the Secretary by a date specified by the Committee in the published notice of the Annual General Meeting.
4.2.3 The newly elected Committee members shall take office at the conclusion of the Annual General Meeting.
4.2.4 The Chairman shall serve for a period of three years; other Principal Officers shall serve for a period of one year and ordinary Committee members for three years. Retiring officers may stand for re-election provided that no one may hold the office of (a) Chairman or (b) Vice- chairman for more than three consecutive years, without an intervening period of at least one year, except that the Vice-chairman may stand for the post of Chairman and the Chairman may stand for the post of Vice-chairman.
4.2.5 Committee members may resign office by giving not less than twenty one days’ notice in writing to the Secretary or Chairman. The Committee has power to fill casual vacancies from the membership. Such an appointee shall complete the term of service of the member replaced and shall be eligible for election.
4.3 COMMITTEE PROCEEDINGS
4.3.1 At Committee meetings, matters shall be decided by a simple majority of votes of Committee members present. In the event of a tie, the Chairman shall have a second or casting vote.
4.3.2 The quorum for any Committee meeting shall be four members.
4.3.3 Special meetings of the Committee may be called at any time by the Chairman or by any three members of the Committee upon seven clear days’ notice being given to all Committee members of all the matters to be discussed.
4.3.4 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.
4.3.5 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 subcommittee.
4.3.6 The Secretary shall ensure that minutes are kept of all Committee and General Meetings.
5. ANNUAL AND SPECIAL GENERAL MEETINGS
5.1 ANNUAL GENERAL MEETING
The Annual General Meeting shall be held once in each year and not later than 15 months after the preceding Annual General Meeting. At least twenty-one (21) days’ notice shall be given in writing to all members. A quorum shall be twenty percent of the members. The business of the Annual General Meeting shall include:
5.1.1 Receiving and approving the Annual Report
5.1.2 Receiving and approving the examined accounts
5.1.3 Electing members to the vacancies on the Committee
5.1.4 Appointing an independent examiner for the accounts
5.1.5 Considering proposals to alter the Constitution subject to the requirements of clause 10.
5.2 SPECIAL GENERAL MEETINGS
5.2.1 A Special General Meeting may be convened at any time by resolution of the Committee or upon a requisition signed by twenty percent or more of the paid up members stating the object of the meeting. A meeting held on such a requisition shall be called by the Secretary giving all members twenty-eight days’ notice in writing of the meeting. There shall be a quorum when twenty percent of members are present.
5.2.2 The Chairman shall be the Chairman of any committee or general meeting at which he or she is present. In his or her absence the members shall elect a Chairman for the meeting. In the event of a tied vote the Chairman shall have a casting vote.
5.2.3 Accidental omission to give notice to any member shall not invalidate the proceedings of any General Meeting.
6. FINANCE
6.1 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 the Committee members provided that nothing herein shall prevent payment in good faith of reasonable and proper remuneration to any officer or servant of the U3A (other than a Committee member) and repayment of reasonable out-of-pocket expenses to members or Committee members incurred in the course of the work of the U3A.
6.2.1 One or more bank or building society accounts shall be operated in the name of the U3A and withdrawals shall be made on the signature of the Treasurer together with any further signature that may be prescribed from time to time by the Committee.
6.2.2 Additional bank or building society accounts (“Additional Accounts”) may be operated by a group or groups within the membership of the U3A provided that:
6.2.2.1 The Committee shall have given its prior written consent to the holding or operation of any Additional Accounts
6.2.2.2 Any conditions imposed by the Committee relating to any Additional Accounts shall be strictly observed
6.2.2.3 All withdrawals from any Additional Accounts shall be made on the signatures of at least two members of the relevant group who shall be paid-up members of the U3A and who shall have been previously so authorised in writing by the Committee
6.2.2.4 Any Additional Accounts shall be promptly closed, or transferred to the Committee to be held by them on behalf of the U3A, upon request by the Committee
6.2.2.5 All details, information and copies relating to any Additional Accounts shall be supplied to the Committee by the relevant group or groups promptly upon the Committee’s request at any time and also regularly according to the directives of the Committee.
6.3 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 used at the discretion of the Committee. No form of permanent trading shall be undertaken in the raising of funds.
6.4 The financial year of the U3A shall end on 31st May in each year and the examined accounts shall be presented at the Annual General Meeting.
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 any thing or act done or omitted to be done by him or her or any agent employed by him or 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. EMPLOYEES
The Committee may appoint employees who are not members of the Committee either permanently or on a fixed term contract 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.
8. PROPERTY
Any property of the U3A 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.
9. POWERS OF THE COMMITTEE
All matters not provided for in this constitution relating to the U3A and not involving amendment to this constitution shall be dealt with by the Committee.
10. ALTERATIONS TO THE CONSTITUTION
The provisions of the Constitution other than clauses 2 and 11 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 Annual Meeting. Twenty-one clear days’ notice shall be given to the members in writing 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.
11. DISSOLUTION
The U3A may at any time be dissolved by a resolution passed by a three-quarters’ majority of those members present and voting at any meeting of the U3A of which at least twenty-one days’ clear 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.
Date 2016