Southampton U3A

Constitution

CONSTITUTION OF THE CHARITY NAMED BELOW, AN UNINCORPORATED MEMBERS ASSOCIATION, AND A MEMBER OF THE THIRD AGE TRUST

Southampton University of the Third Age.  This is a charity in England and Wales, registered Charity Number 1057642.  This constitution was adopted by the membership at the AGM on 3rd September 2024.

1 NAME

The name of the charity is Southampton University of the Third Age, hereinafter referred to as ‘Southampton u3a’.

2 PROPERTY AND ASSETS

All property, assets and money held by, or on behalf of, Southampton u3a must be held in accordance with charity law, and in such manner as the Executive Committee thinks fit.

Southampton u3a will have title to any such property.

The property, assets and money belonging to Southampton u3a shall be applied only to further its charitable purposes.

3 CHARITABLE PURPOSE

The charitable purpose of the U3A is 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 personal development, in Southampton and surrounding locality.

4 POWERS OF EXECUTIVE COMMITTEE

In furtherance of the charitable purposes but not otherwise, the Executive Committee may exercise the following powers to:

1. a) raise funds and to invite and receive contributions for Southampton u3a by any lawful means, provided that in doing so any applicable requirements of the law shall be met;

1. b) receive donations, gifts, endowments, sponsorship, grants, legacies and subscriptions from persons desiring to support Southampton u3a and its charitable purposes and to hold and apply any funds so acquired for the charitable purposes (subject to any restricted funds being applied to the relevant restricted purposes);

1. c) buy, take on lease or in exchange or otherwise acquire, hold and make use of any property (real or personal);

1. d) sell, lease or otherwise dispose of all or any part of the property of Southampton u3a, subject to any consents required by law;

1. e) co-operate with other charities, voluntary bodies and statutory authorities;

1. f) support any charitable organisations with regard to the pursuit of Southampton u3a’s charitable purposes;

1. g) appoint and constitute such advisory committees as the Executive Committee may think fit;

1. h) organise, promote and participate in conferences, lectures, seminars, courses and educational events;

1. i) publish, supply and make available books, pamphlets, reports, leaflets, journals, instructional matter, educational materials and aids of all kinds, whether in printed, electronic or any other forms;

1. j) associate and collaborate with other u3as and u3a groupings (such as regional associations and networks) and The Third Age Trust, in any way;

1. k) 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 MEMBERSHIP

Membership of Southampton u3a shall be open to individuals who are not in full time employment (in their Third Age) and are interested in participating in and furthering the work of Southampton u3a, provided that they agree to abide by this constitution and any membership conditions properly imposed by the Executive Committee and to pay the annual subscription as determined by the Executive Committee and approved by the membership at an AGM.  No individual may be admitted to membership if the Executive Committee considers that they do not meet these conditions.

Every individual member shall have one vote;

Members are bound by and shall observe any membership conditions and any disciplinary code of Southampton u3a;

The Executive Committee may terminate the membership of any individual:

if annual membership or other fees are unpaid two calendar months after the due date, or by way of expulsion at the end of a disciplinary procedure; the Membership Administrator will inform the committee of the names of members who have not renewed;

for breach of any membership condition or for breach of any disciplinary code of Southampton u3a, provided that in the case of proposed expulsion at the end of a disciplinary procedure, the individual concerned shall have the right to be heard by the Executive Committee, accompanied by a friend acting in their personal capacity, who may also speak, or make written representation before a final decision is made.

6 EXECUTIVE COMMITTEE AND OFFICERS

The management of Southampton u3a shall be vested in an Executive Committee, which shall be the governing body of Southampton u3a and its board of trustees for the purposes of charity law.  The Executive Committee shall be responsible for the strategy and policies of Southampton u3a, may exercise all the powers of Southampton u3a and shall deal with the administration, management and control of the affairs and property of Southampton u3a.

There must be at least five and not more than ten u3a members appointed to the Executive Committee.  No person may be proposed for appointment or serve as an Officer or as a non-Officer member of the Executive Committee if they are currently serving as an Officer or non-Officer member of the Executive Committee of any other local u3a.

The Officers are the Chair, Treasurer and Secretary.  An individual may only serve in one Officer role at a time.

At the AGM of Southampton u3a, all the Executive Committee shall retire.  A retiring Executive Committee member may be re-appointed provided they remain a member of Southampton u3a.  

A member can serve three consecutive terms of office as a member of the Executive Committee. 

If a suitable nomination is not received to fill the vacancy when any member of the Executive Committee is nearing the end of their three-year term, the committee can ask the retiring member to remain in post for a further year.  To ensure the continued smooth running of the Southampton u3a this term of office can be extended in this way on a yearly basis, up to a maximum of six years.  

Prior written nomination of any candidate for appointment as an Officer or a non-officer member of the Executive Committee at an AGM shall normally be required, made by a proposer and seconder from amongst the membership of Southampton u3a (not being themselves Officers or non-officer members of the Executive Committee), to be in the hands of the Secretary of Southampton u3a at least 28 days before the meeting.  Should nominations exceed vacancies, the decision about appointments shall be taken by ballot of those present at the meeting.  Otherwise, nominations of candidates and the conduct of voting for appointments shall be dealt with as determined by the Executive Committee.  The Executive committee will appoint a Vice Chair from the non-officer members.

The Executive Committee may fill any vacancy arising amongst the Officers or the non-officer Executive Committee members, until the following AGM.  Any such appointee must be a u3a member. A person so appointed shall have full voting rights.

The Executive Committee may in addition appoint not more than two co-opted members of the Executive Committee (who must be u3a members), who shall have full voting rights and hold office until the next AGM.  At that meeting a retiring co-opted member could be proposed for appointment to a first full term on the Executive Committee in accordance with the relevant provisions of this constitution. Provided always that an individual cannot be co-opted more than three times in succession.

7 DEFECTS IN APPOINTMENTS

The proceedings of the Executive Committee shall not be invalidated by any vacancy among their number, by any failure to appoint or any defect in the appointment, election or co-option of a member.

8 CESSATION OF OFFICE – EXECUTIVE COMMITTEE MEMBERS:

A member of the Executive Committee shall cease to hold office if they:

are disqualified from acting as a member of the Executive Committee by virtue of charity law;

become incapable by reason of mental disorder, illness or injury of managing the u3a duties placed upon them;

are absent without the permission of the Executive Committee from three consecutive meetings and the Executive Committee resolve that their office be vacated;

are removed by resolution of the Executive Committee for significant misconduct under the Trustee Code of Conduct, which may only be passed after the completion of the disciplinary procedure set out in that Code;

notify in writing to the Executive Committee a wish to resign (but only if at least five members of the Executive Committee will remain in office when the notice of resignation is to take effect which shall be at least 14 days from the receipt of the notification);

cease to be a member of Southampton u3a;

become an Officer or non-Officer member of the Executive Committee of any other u3a.

9 MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall hold at least six meetings each year.

Additional meetings may be called at any time by the Secretary on behalf of the Chair or by any two members of the Executive Committee, upon not less than seven days’ notice being given to other members of the Executive 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.

The Chair shall chair the meetings. In the Chair’s absence the Vice-Chair shall take over.  If the Vice-Chair is not present, the Executive Committee shall choose one of their number to be Chair of the meeting before any business is transacted.

There shall be a quorum when at least one-third of the number of members of the Executive Committee or three members of the Executive Committee, whichever is the greater, are present at the meeting.

Every decision shall be determined by a majority of votes of the members of the Executive Committee present and voting on the question, but in the case of equality of votes, the Chair of the meeting shall have a casting vote in addition to their own vote.

The Executive Committee shall ensure that minutes are taken of all its meetings and those of any sub-committees and are available for inspection should a member request it

The Executive 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 (including, but not limited to, the use of electronic communications).  No rule may be made which is inconsistent with this constitution.

In the event of large gatherings being prohibited by unusual circumstances at any time, and to demonstrate good governance, the Southampton u3a will hold all formal meetings, including the AGM virtually.

The manner of holding general meetings shall be determined at the absolute discretion of the committee.

The Executive Committee may appoint sub-committees, which must include at least one member of the Executive Committee, for the purpose of performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a sub-committee, provided that all acts and proceedings of any sub-committees shall be fully and promptly reported to the Executive Committee.  The Executive Committee shall authorise the terms of reference of sub-committees and may alter them from time to time.

No Executive 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 Executive Committee member or by reason of any mistake or omission made in good faith by any Executive 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 Executive Committee member in question.

10 FINANCE - BANK ACCOUNTS

The Executive Committee must open one or more bank accounts in the name of Southampton u3a. 

All transactions on such accounts shall be carried out in accordance with the terms of those accounts, and as approved by the Executive Committee. 

The funds and revenue of Southampton u3a must be paid into these accounts.  All proper costs, charges and expenses incurred by Southampton u3a, and any applicable Third Age Trust subscriptions and costs, may be paid from Southampton u3a funds. 

Only authorised members of the Executive Committee may carry out or authorise transactions on any Southampton u3a account.  The level of authority of any Executive Committee member must be set by the Executive Committee.

No funds may be transferred to Executive Committee members, except expenses incurred by a member in discharge of their duties and re-imbursement of amounts paid on behalf of Southampton u3a.  Such payments must be authorised by the Executive Committee.

11 FINANCE – ACCOUNTING AND REPORTING

The financial year shall end on a date in accordance with applicable charity law, and be decided by the Executive Committee. 

The Treasurer is responsible to the Executive Committee for ensuring that an adequate record of the Southampton u3a funds is kept and reported to the Executive Committee as required.  The Executive Committee shall determine the financial controls and procedures to be followed.  These must always be observed.

The Executive Committee shall comply with its obligations under charity law, and observe applicable time limits in its obligations to file Southampton u3a items with the Charity Commission.  These obligations include:

the keeping of adequate accounting records;

the preparation of an independently examined annual statement of account and a trustees’ report;

the filing with the Charity Commission of all necessary documents.  These documents may include statement of account, trustees’ report, annual return and current list of trustees.

12 ANNUAL GENERAL MEETING

There shall be an Annual General Meeting (hereinafter referred to as AGM) of Southampton u3a which shall be held on such date as the Executive Committee may determine in each calendar year.

The AGM shall be called by the Executive Committee.  This formal notice shall give at least 21 days’ notice of the AGM to all the members of Southampton u3a.  The notice shall specify that the meeting is the AGM and shall set out the business of the meeting, including an approved agenda to be proposed, and shall provide information about proposals for the election of Officers and non-Officer members of the Executive Committee to be made at that meeting.  All members of Southampton u3a shall be entitled to attend and vote at the meeting.

The Executive Committee shall present to each AGM the trustees’ report and annual accounts of Southampton u3a for the preceding year.

The Executive Committee shall seek approval for the appointment of any independent examiner or auditor for the accounts from the membership at the AGM, if permitted or required to do so by charity law.

Any proposals to amend the constitution subject to clause 15 shall be considered at the AGM as shall any other business as set out in the notice.

13 SPECIAL GENERAL MEETING

The Executive Committee may call a Special General Meeting of Southampton u3a at any time, or, if at least 10 percent 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.

14 NOTICES, COMMUNICATIONS AND PROCEDURE AT ANNUAL AND SPECIAL GENERAL MEETINGS

Notices of meetings, documents and other communications from Southampton u3a to a member may be sent by electronic communication provided Southampton u3a wishes to do so and the relevant member wishes to receive them in this way and provides an appropriate electronic address to Southampton u3a.  It is the responsibility of that member to notify Southampton u3a of any change to that address and to comply with any security and other procedures determined by the Executive Committee for such communications.  A member may opt to return to hard copy communications at any time.

Accidental omission to give notice to any member of any Annual or Special General Meeting shall not invalidate the proceedings.

The Secretary, or other person specially appointed by the Executive Committee, shall keep a full record of proceedings at every Annual or Special General Meeting of Southampton u3a.

There shall be a quorum when at least 15 percent of the members of Southampton u3a are present at any Annual or Special General Meeting.

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 members shall be dissolved.  In any other case it shall be adjourned to another day and time as the Executive Committee may 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 a quorum.

The Chair of Southampton u3a shall be the Chair of any Annual or Special General Meeting at which they are present.  In the absence of the Chair, the Executive Committee members present shall have the power to elect a Chair for the meeting.

If there is a tied vote the Chair of the meeting has the casting vote.

15 ALTERATIONS TO THE CONSTITUTION

Subject to the following provisions of this clause, the Constitution may be altered in any way by a resolution passed by not less than two thirds of the members present and voting at a General Meeting.  The notice of the General Meeting must include notice of the resolution, setting out the details of the alterations proposed

The prior consent of the Third Age Trust must be requested for any proposed alterations to Southampton u3a’s constitution.  Southampton u3a may proceed with the proposed changes:

at any time after specific consent has been received from the Third Age Trust or;

when four weeks have passed since the consent request was delivered and the Third Age Trust has not notified Southampton u3a of any objection to the proposals

No amendment may be made to clause 3 (the charitable purposes) without the prior consent in writing of the Charity Commission.

No amendment may be made which would have the effect of making Southampton u3a cease to be a charity at law.

The Executive Committee shall ensure a copy of any amendment made under this clause is promptly sent to the Charity Commission.

16 DISSOLUTION

If the Executive Committee decides that it is necessary or advisable to dissolve Southampton u3a it shall call a Special General Meeting of all members of Southampton 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 Executive Committee shall have power to realise any assets held by or on behalf of Southampton u3a.  Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to:

any one or more local u3a’s, which are charities and have charitable purposes similar to those of Southampton u3a, as determined by the members of Southampton u3a; or

to the Third Age Trust (registered charity in England and Wales no. 288007).  A copy of the statement of accounts and relevant reports, for the final accounting period of Southampton u3a, must be sent to the Charity Commission.

I certify that this is a true copy

Signed: Alice Green

Office (Secretary or Chair of the meeting): Chair

Date of Certification: ……………………