The Andover U3A - Registered Charity No. 1072274
As a charity, The Andover U3A is registered with the Charities Commission of England and Wales, registration number 1072274. Our charity is also affiliated to the Third Age Trust.
We have a formal constitution, and this is laid out below.
CONSTITUTION OF THE ANDOVER UNIVERSITY OF THE THIRD AGE (U3A),
A MEMBER OF THE THIRD AGE TRUST, AS AN UNINCORPORATED ASSOCIATION,
FORMALLY ADOPTED ON 19th MAY 2021.
Registered Charity No: 1072274
The name of the Charity is The Andover U3A hereafter referred to as ‘The U3A’.
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.
The U3A and its money and property shall be administered and managed in accordance with this Constitution by the members of the Committee constituted by paragraph 6 of this Constitution. The U3A and all members will conduct all business and activities with due regard to The U3A policy documents, advice from the Third Age Trust, and must comply with all directives from the Charity Commission.
In furtherance of the Object the Committee may exercise the following powers to:
(i) raise funds and receive contributions provided that in raising funds they 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 the Object of The U3A and to hold the funds in trust for the same;
(iii) buy, take on lease or exchange any property necessary for the achievement of the Object and maintain and equip it for use;
(iv) sell, lease or dispose of all or any part of the money or property of The U3A;
(v) co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Object or of similar charitable purposes and exchange information and advice with them;
(vi) appoint and constitute such advisory committees as it may think fit;
(vii) organise and run conferences, lectures, seminars, courses and educational events;
(viii) publish books, pamphlets, reports, leaflets, journals and instructional matter;
(ix) participate in and assist in the development of area and regional groupings of U3As and the Third Age Trust;
(x) do all such other lawful things as are appropriate to the pursuit of the charitable purposes and the delivery of benefit to the public in accordance with the charitable purposes.
5.1 Membership of The U3A shall be open to older and retired individuals interested in furthering the work of The U3A, provided that they agree to abide by this Constitution and any conditions properly imposed by the Committee and to pay the annual subscription as determined by the Committee and confirmed at an Annual or Special General Meeting.
5.2 The Committee may terminate the membership of any individual if their annual subscription is unpaid 3 months after the first day of the membership year (1 April).
5.3 The Committee may terminate the membership of any individual if the member acts in a way which is prejudicial to The U3A, provided that the member shall have a right to be heard by the Committee or to make written representation before a final decision to terminate the membership is made.
6. The Committee and Election of Members
6.1 The management of The U3A shall be vested in a 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.
6.2 The Committee will consist of:
6.3 The Committee shall consist of not less than 5 and not more than 10 members.
6.4 All posts are voted in at the AGM, with an annual re-election for all posts. Any member of The U3A is eligible for election to the Committee.
6.5 The Committee may in addition co-opt members, within the total of 10 members, who have full voting rights and tenure until the next AGM.
6.6 The Chair and Vice-Chair plus the two members without portfolio, may not serve in that capacity for more than 4 years without an intervening period of at least a year, except that a retiring Vice-Chair may stand immediately for the post of Chair.
6.7 The Treasurer may not serve in that capacity for more than 7 years.
6.8 A member of the Committee shall cease to hold office if he or she:
(i) is disqualified from acting as a member of the Committee in compliance with section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(ii) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(iii) is absent without the permission of the Committee from 3 consecutive committee meetings and the Committee resolve that his or her office be vacated;
(iv) is subject to a vote of no confidence from the Committee;
(v) notifies to the Committee a wish to resign.
7. Meetings and Proceedings of the Committee
7.1 The Committee shall hold at least 3 ordinary meetings each year.
7.2 A special meeting may be called at any time by the Chair or by any two members of the Committee provided that not less than seven days’ notice of the meeting and the matter(s) to be discussed are given.
7.3 The Chair shall chair the meetings and in his or her absence the Vice-Chair shall preside.
7.4 There shall be a quorum when at least four members of the Committee are present.
7.5 Every matter shall be determined by a majority of votes but in a case of equality of votes the Chair of the meeting shall have the casting vote.
7.6. 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 on the website of The U3A once agreed and signed.
7.7 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.
7.8 No Committee member shall be chargeable or responsible for loss caused by any act done or omitted to be done by them 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.
8.1 The funds of The U3A, including all donations, contributions and bequests, shall be paid into an account/accounts operated by the Committee in the name of The U3A at such bank as the Committee shall from time to time decide. All cheques drawn on the account(s) must be signed by at least 2 Committee members.
8.2 The funds belonging to The U3A shall be applied only in furthering the Object.
8.3 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 in the course of U3A work.
8.4 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.
All property of The U3A shall be purchased solely to further the Object of The U3A and shall be recorded in the asset register.
10. Accounts and Annual Return
The Committee shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
(i) the keeping of the accounting records of The U3A and the preparation of an annual return and its transmission to the Charity Commission;
(ii) the preparation of annual statement of account for The U3A which shall be for the financial year ended 31 March;
(iii) the independent examination of the statements of account of The U3A.
11. Annual General Meeting (AGM)
11.1 There shall be an AGM of The U3A which shall be held in the month of May each year.
11.2 Every AGM shall be called by the Committee. All members of The U3A shall be entitled to attend and vote at the meeting.
11.3 The Committee shall present to each AGM the report and accounts of The U3A for the preceding year for approval.
11.4 The Committee shall seek approval for the appointment of the examiner of the accounts.
11.5 Nominations for election to the Committee must be made by members of The U3A in writing and must be delivered to the Secretary at least 5 days before the AGM. Should nominations exceed vacancies, a vote shall be taken.
12. Special General Meeting
12.1 The Committee may call a Special General Meeting of The U3A at any time, and must call a Special General Meeting within one calendar month from the receipt of a request in writing to do so from not less than 25 members of The U3A.
12.2 The notice of the Special General Meeting shall state the business to be discussed.
13. Procedures at General Meetings
13.1 The Secretary shall give at least 21 days’ notice of the General Meeting to all members of The U3A.
13.2 Accidental omission to give notice to any member shall not invalidate the proceedings of the General Meeting.
13.3 There shall be a quorum when at least 10% of members, including at least three members of the Committee, are present at the General Meeting.
13.4 The Chair shall be the Chair of the General Meeting or in his/her absence the Vice-Chair will chair.
13.5 Any resolutions shall be passed by a simple majority, save as provided in paragraphs 14 and 15. If there is a tied vote the Chair of the meeting has the casting vote.
13.6 The Secretary or other person specially appointed by the Committee shall keep a full record of proceedings at every General Meeting.
14. Online and hybrid general meetings
14.1 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 14, 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.
14.2 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.
14.3 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.
14.4 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.
14.5 If the meeting is to be held solely by electronic means pursuant to clause 14, the place of the meeting shall be deemed to be the charity's registered office address.
14.6 Proceedings at a general meeting held by electronic means pursuant to clause 14, or a physical meeting at which procedures are put in place to allow members to attend electronically pursuant to clause 14, 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 13.3 is able to join the meeting successfully.
14.7 Online Trustees' meetings. 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.
15. Alterations to the Constitution
15.1 The Constitution may be amended by a resolution passed by no less than two thirds of the members of The U3A present at a General Meeting. The notice of the General Meeting shall include details of the proposed amendment.
15.2 No amendment can be made which would affect The U3A’s charity status.
15.3 The Charity Commission shall be informed of any amendment made.
16.1 If the Committee decides that it is necessary or advisable to dissolve The U3A it shall call a Special General Meeting.
16.2 The proposal to dissolve The U3A can only be confirmed by a vote of not less than two thirds of the members of The U3A present at the Special General Meeting
16.3 The Committee shall have power to realise any property and money held by or on behalf of the charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to other such local charitable institutions with a similar Object to The U3A, or to The Third Age Trust Registered Charity No. 288007.
16.4 A copy of the statement of accounts for the final accounting period of The U3A shall be sent to the Charity Commission.