Minutes and Constitution - Hockley and Hawkwell

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CONSTITUTION OF THE CHARITY NAMED BELOW, AN UNINCORPORATED

Hockley and Hawkwell U3A

MEMBERS ASSOCIATION, AND A MEMBER OF THE THIRD AGE TRUST

THIS IS A CHARITY IN ENGLAND AND WALES

REGISTERED CHARITY NUMBER: 1166065

This constitution was adopted by the membership at the EGM held on:

24th Sept 2012

I certify that this is a true copy

Signed M G Yeoman (signature in original document)

Office (Secretary or Chairman of the meeting) CHAIRMAN

Date of Certification 6th Oct 2012

1. NAME

The name of the charity is Hockley & Hawkwell U3A,

hereinafter referred to as

‘

T he

U3A’.

2. PROPERTY AND ASSETS

Subject to the matters set out below, The U3A and its property and other assets shall be

administered and managed in accordance with this constitution, by the members of the

Executive Committee.

3. CHARITABLE PURPOSES

The charitable purposes 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.

the In this constitution “people in

retired from full time work by all means”.

ir Third Ag e” has

the

meaning “older people and those who are

If The U3A is registered as a charity in England and Wales the charitable purposes of The U3A may

only be altered with the prior consent of the Charity Commission.

4. POWERS

In furtherance of the charitable purposes but not otherwise, the Executive Committee may

exercise the following powers to:

i. raise funds and to invite and receive contributions for The U3A by any lawful means,

provided that in doing so any applicable requirements of the law shall be met;

ii. 1

receive donations, gifts, endowments, sponsorship, grants, legacies and subscriptions

from persons desiring to support The 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);iii. buy, take on lease or in exchange or otherwise acquire, hold and make use of any

property (real or personal);

iv. sell, lease or otherwise dispose of all or any part of the property of The U3A, subject to any

consents required by law;

v. co-operate with other charities, voluntary bodies and statutory authorities;

vi. support any charitable organisations with regard to the pursuit of The U3A’s charitable

purposes;

vii. appoint and constitute such advisory committees as the Executive Committee may think fit;

viii. organise, promote and participate in conferences, lectures, seminars, courses and

educational events;

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;

associate and collaborate with other U3As and groupings of U3As (such as

regional associations and networks) and The Third Age Trust in any way;

xi. 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

i. Membership of The U3A shall be open to individuals who are in their Third Age and are

interested in participating in and furthering the work of The 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 Annual or Special General Meeting. No

individual may be admitted to membership if the Executive Committee considers that

they do not meet these conditions.

ii. Every individual member shall have one vote.

iii. Members are bound by and shall observe any membership conditions and any disciplinary

code of The U3A.

iv. The Executive Committee may terminate the membership of any

individual:

(a) if annual membership or other fees are unpaid 1 month after the due date;

(b) by way of expulsion at the end of a disciplinary procedure for breach of

any membership condition or for breach of any disciplinary code of The 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.

HONORARY PRESIDENT

i. 2

The members of The U3A may (but do not have to) elect an Honorary President at the

Annual General Meeting. If they do so, the person so appointed will serve until the

next Annual General Meeting. A retiring Honorary President may be re-appointed for a further

term. There is no limit on the number of terms that may be served. The Honorary President

shall not be deemed a charity trustee and shall not be a member of the Executive

Committee but may be invited to attend any Executive Committee meeting at the decision

ofthe Executive Committee and shall be entitled to attend the Annual General Meeting as a

guest.

7. 3

EXECUTIVE COMMITTEE AND OFFICERS (option 1 used)

i. The management of The U3A shall be vested in the Executive Committee, which shall be

the governing body of The U3A and its board of trustees for the purposes of charity law.

The Executive Committee shall be responsible for the strategy and policies of The

U3A, may exercise all the powers of The U3A and shall deal with the administration,

management and control of the affairs and property of The U3A.

ii. There must be at least 5 and not more than 12 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.

iii. Officers

The Officers are the Chairman, not more than two Vice Chairmen, Treasurer and Secretary.

The Officers shall by virtue of holding their office be members of the Executive Committee.

An individual may only serve in one Officer role at a time.

iv. First appointment of Officers

The first Officers shall be appointed by decision of the Executive Committee and shall serve

until the first Annual General Meeting. They shall retire at that meeting but anyone

retiring may stand for re-appointment provided he remains a member of The U3A.

v. First and subsequent appointment of other members of the Executive

Committee

The rest of the initial Executive Committee (who must be members of The U3A) may

take office as the constitution is adopted or be appointed by the serving members of the

Executive Committee at any time between that date and the date of the first Annual

General Meeting. The first non-Officer members of the Executive Committee shall serve until the first

Annual General Meeting of The U3A. At the first and every subsequent Annual General

Meeting the non-Officer members of the Executive Committee shall all retire. A retiring

Executive Committee member may be re-appointed provided he remains a member of

The U3A. A person may not serve more than three consecutive terms of office as a non-Officer

member of the Executive Committee.

vi. Subsequent appointment of Officers

At the first and every subsequent Annual General Meeting of The U3A, the serving Officers

shall retire from office and the members shall elect from amongst the membership

individuals to serve as the Officers. The term of office is one year from the date of that

meeting until the next Annual General Meeting. A retiring Officer may be re-appointed

provided he remains a member of The U3A and subject to the limits on periods of service

set out below.

vii. Chairman – terms of office and limit on period of service

Subject to the provisions above regarding the first Officers, the term of office of the

Chairman is one year, from the Annual General Meeting at which he is appointed until the

next Annual General Meeting. An individual may serve not more than three consecutive

terms as Chairman.

viii. Limit on periods of service of the other Officers

The following limits apply to periods of service as Officers:

(a) An individual may serve not more than six consecutive years as Treasurer. He

may not then be appointed to any other Officer role. For the avoidance of doubt, if

a Treasurer serves less than this period, he could then stand for appointment

as Chairman or for another Officer role.(b)

An individual may serve not more than three consecutive years in any

other role, although Committee officers are exceptionally permitted to extend

their term of office by one year in the case of there being no-one in the

membership being willing and able to take their place.

An individual may serve not more than six consecutive years in various

(c)

different Officer roles (subject to the provisions regarding the terms of office of the

Treasurer). For the avoidance of doubt, an individual who has served as a

non- Officer member of the Executive Committee is permitted to then serve up to that six

year period in various different Officer roles.

Nomination and election of candidates

Prior written nomination of any candidate for appointment as an Officer or a non-Officer

member of the Executive Committee at an Annual General Meeting shall normally be

required, made by a proposer and seconder from amongst the membership of The U3A (not

being themselves Officers or non-Officer members of the Executive Committee), to be in the

hands of the Secretary of The U3A at least 28 days before the meeting. Should

nominations exceed vacancies, the decision about appointments shall be taken by ballot.

Otherwise, nominations of candidates and the conduct of voting for appointments shall be dealt with

in accordance with the Standing Orders of The U3A or, if there are no Standing Orders, as

determined by the Executive Committee. However, if there are insufficient

candidates standing for the vacancies, the Chairman of the meeting may, as a last resort, appeal

for any willing member present to agree to stand. A vote must be taken and carried by a simple

majority for such an appeal for volunteers at the meeting to be permitted. Any willing

candidate may then offer himself and be proposed to the meeting for appointment

in accordance with the Constitution.

Casual vacancies – Officers and Executive Committee

The Executive Committee may fill any vacancy arising amongst the Officers or the

non- Officer Executive Committee members, until the following Annual General Meeting. Any

such appointee must be a member of The U3A. A person so appointed, who shall have full

voting rights, may stand for appointment to a first full term at that meeting.

xi. Co-options to Executive Committee

The Executive Committee may in addition appoint not more than two co-opted U3A

members to the Executive Committee, who shall have full voting rights and hold office

until the next Annual General Meeting. 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.

8. DEFECTS IN APPOINTMENTS

9. 4

i. The proceedings of the Executive 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.

CESSATION OF OFFICE – EXECUTIVE COMMITTEE MEMBERS

i. A member of the Executive Committee shall cease to hold office if he:

(a) is disqualified from acting as a member of the Executive Committee by virtue of charity

law;

(b) becomes incapable by reason of mental disorder, illness or injury of managing and

administering his own affairs;

consecutive meetings and the Executive Committee resolve that his office be

vacated;

fully and promptly reported to the Executive Committee. The Executive Committee

shall10. (d) is 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;

(e) (f) notifies 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 21 days from the receipt of the

notification);

ceases to be a member of The U3A;

(g) becomes an Officer or non-Officer member of the Executive Committee of any other

U3A.

MEETINGS AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE

i. The Executive Committee shall hold at least 4 meetings each

year.

ii. Additional meetings may be called at any time by the Secretary on behalf of the

Chairman 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

twenty one days’ notice must be

given.

iii. The Chairman shall chair the meetings and in his absence a Vice-Chairman shall take over

or, if there is no Vice-Chairman present, the Executive Committee shall choose one of their

number to be Chairman of the meeting before any business is transacted.

iv. 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.

v. 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 Chairman of the meeting shall have a casting vote in addition to his own

vote.

vi. 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.

vii. 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.

viii. The Executive Committee may appoint sub-committees including 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

authorise the terms of reference of sub-committees and may alter them from time to

time. Sub-committees may make proposals to the Executive Committee, but may not

make decisions and they shall not have any expenditure authority.

No Executive Committee member shall be chargeable or responsible for loss caused by

any act done or omitted to be done by him 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 wifulll 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.

11. FINANCE

The Executive Committee shall ensure a copy of any amendment made under this clause is promptly

Sent to the Charity Commission if the u3a is registered.

i. The financial year of The U3A shall end on such date as the Executive Committee shall

decide, provide always that the financial year must be in accordance with applicable

charitylaw requirements and the annual accounts and trustees’ report must be submitted to the

Charity Commission (if required by law) within relevant statutory time limits.

ii. The funds of The U3A shall be paid into such accounts as the Executive Committee may

open in the name of The U3A. All transactions on such accounts shall be carried out in

accordance with the terms of that account as agreed with the account provider and

approved and accepted by the Executive Committee from time to time. Only members

of the Executive Committee, authorised by the Executive Committee to do so, may

arrange and authorise any transaction on any of The

’ s accounts and dual authorisation shall

U3A

normally be required for all transactions.

iii. The Executive Committee shall determine the financial controls and procedures to

be followed by The U3A, including but not limited to, controls and procedures in relation

to accounts and transactions on them, and those shall be observed at all times.

iv. The funds belonging to The U3A shall be applied only in furthering the charitable purposes.

v. No funds shall be transferred in any way to Executive Committee members, provided

that nothing herein shall prevent the payment in good faith of reasonable and proper out

of pocket expenses incurred by a member of the Executive Committee in the discharge of

his duties for The U3A.

vi. All proper costs, charges and expenses incidental to the management of The U3A and

membership subscriptions in respect of the Third Age Trust may be defrayed from the

funds of The U3A.

12. PROPERTY

i. All property of and held on behalf of The U3A shall be applied in accordance with charity

law.

ii. Title to any property shall be held on behalf of The U3A in such manner as the Executive

Committee thinks fit from time to time and in ways permitted by charity law.

13. ACCOUNTING AND REPORTING

i. The Executive Committee shall comply with its obligations under charity law, and observe

applicable time limits in the case of obligations to file items with the Charity Commission,

with regard to:

(a) the keeping of accounting records for The U3A;

(b) t he preparation of annual statements of account and a trustees’ report for The U3A;

required by law);

(d) the making of a charity annual return to the Charity Commission;

(e) the transmission of the statement of accounts and trustees’ report of The U3A to the

Charity Commission.

614. ANNUAL GENERAL MEETING

i. There shall be an Annual General Meeting of The U3A which shall be held on such date as

the Executive Committee may determine in each calendar

ii. year.

Every Annual General Meeting shall be called by the Executive Committee. This formal

notice shall give at least 21 days’ notice of the Annual General Meeting to all the members

of The U3A. The notice shall specify that the meeting is the Annual General Meeting and

shall set out the business of the meeting, including resolutions 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 The U3A shall be

entitled to attend and vote at the meeting.

iii. The Executive Committee shall present to each Annual General Meeting the trustees’ report

and annual accounts of The U3A for the preceding year.

iv. The Executive Committee shall seek approval for the appointment of any

independent examiner or auditor for the accounts from the membership at the Annual General Meeting, if

permitted or required to do so by charity law.

v. Any proposals to amend the constitution subject to clause 17 shall be considered at

the Annual General Meeting as shall any other business as set out in the notice.

15. SPECIAL GENERAL MEETING

The Executive Committee may call a Special General Meeting of The U3A at any time and if at

least 20% 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.

16. NOTICES, COMMUNICATIONS AND PROCEDURE AT GENERAL MEETINGS

i. Notices of meetings, documents and other communications from The U3A to a member may

be sent by electronic communication provided The U3A wishes to do so and the relevant

member wishes to receive them in this way and provides an appropriate electronic

address to The U3A. It is the responsibility of that member to notify The 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.

ii. Accidental omission to give notice to any member of any General Meeting (including

the AGM) shall not invalidate the proceedings.

iii. The Secretary or other person specially appointed by the Executive Committee shall keep

a full record of proceedings at every General Meeting of The U3A.

iv. There shall be a quorum when at least 20% of the number of members of The U3A, are

present at any General Meeting.

v. 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.

vi. The Chairman of The U3A shall be the Chairman of any General Meeting at which he is

present. In the absence of the entitled Chairman, the Executive Committee

members present shall have the power to elect a Chairman for the

meeting.

vii. If there is a tied vote the Chairman of the meeting has a single casting

vote.

717. ONLINE AND HYBRID MEETINGS

i. 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 17 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.

ii. iii. iv. v. vi. 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 or by a combination of meeting in person and through electronic means.

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.

If the meeting is to be held solely by electronic means pursuant to clause 17(ii), 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 clause 17(ii) or a

physical meeting at which procedures are put in place to allow members to attend

electronically pursuant to clause 17(i) 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 16(iv) is able to join the meeting successfully.

18 VOTING

i By proxy

A member may appoint a proxy to attend a general meeting and vote on his or her

behalf in accordance with clause 19(i)

Ii Electronic balloting

Where a meeting is to be held by electronic means, or where procedures are put in

place to allow members to join a physical meeting 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.

19 PROXIES

i. ii. Proxies may only be validly appointed by notice in writing (a Proxy Notice) which:

(a) states the name and address of the member appointing the proxy;

(b) identifies the person appointed to be that member's proxy and the general meeting

in relation to which that person is appointed;

as the trustees may determine; and

(d) is delivered to the charity in accordance with clause 18

The trustees may from time to time determine the form in which Proxy Notices should be

submitted to the charity in advance of any general meeting.

820. 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.

21. ALTERATIONS TO THE CONSTITUTION (as in clauses 21v, 21vi, 21vii, 21viii & 21 ix below)

i. 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.

ii. The prior consent of the Third Age Trust must be requested for any proposed alterations

to The U3A’s constitution. The U3A may proceed with the proposed

changes:

(a) At any time after specific consent has been received from the Third Age Trust; or

(b) When four weeks have passed since the consent request was delivered and

the Third Age Trust has not notified The U3A of any objection to the proposals.

iii. If The U3A is a registered charity, no amendment may be made to clause 3 (the charitable

purposes) without the prior consent in writing of the Charity Commission.

iv. No amendment may be made which would have the effect of making The U3A cease to be

a charity at law.

v. At the Hockley & Hawkwell U3A on

th May 2014, a motion for an amendment to the

constitution was carried in that all surplus monies raised from the sale of refreshments and

raffle tickets at all social events are placed in the social fund to be enjoyed from time to

time for the benefit of the members of Hockley & Hawkwell U3A

vi. At the Hockley & Hawkwell U3A on

th May 2017, a motion for an amendment to the constitution was carried in that any surplus monies in the said Hockley & Hawkwell U3A

Social Account are to be utilised and enjoyed from time to time for the benefit of the

members of Hockley & Hawkwell U3A in line with its charitable purposes.

vii. At the Hockley & Hawkwell U3A on

th Feb 2018, a motion for an amendment to the

constitution was carried in that our object clause in section 3 will be aligned with that

wording of the object clause for U3As in England and Wales by

st April 2018. As per the

advice from National Office that all activities carried out by a U3A must be charitable, and

have appropriate wording in its object clause that The Charity Commission consents to.

viii. At the Hockley & Hawkwell U3A on

th April 2021, a motion for an amendment to the

constitution was carried in that sections 17, 18, 19, and 20 (U3A Precedent Clauses) were

added to allow meetings to be held either face to face in person, or by suitable

electronic and virtual means, as determined by the Trustees. The wording of these clauses are as

per the guidance and advice from National Office.

ix At the Hockley & Hawkwell u3a on 13th February 2025, a motion for an amendment to the

constitution was carried in that section 16.viii (Notices, Communications and Procedure at

General Meetings) was added to allow Committee Officers to remain in post until the next

AGM for a maximum of1 year, on the majority decision of the Committee.

The wording of this amendment is as per the guidance and advice received from National

Office.

922. DISSOLUTION

i. If the Executive Committee decides that it is necessary or advisable to dissolve The U3A it

shall call a Special General Meeting of all members of The 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 The U3A.

Any assets remaining after the satisfaction of any proper debts and liabilities shall be given

or transferred to:

(a) Any one or more local U3As, which are charities and have charitable purposes similar

to those of The U3A, as determined by the members of The U3A; or

(b) To the Third Age Trust (registered charity in England and Wales no. 288007).

ii. A copy of the statement of accounts and relevant reports, for the final accounting period of

. The U3A, must be sent to the Charity Commission if The U3A is registered.

23. VALIDATION UNTIL FIRST ANNUAL GENERAL MEETING

Until the first Annual General Meeting of the U3A takes place this constitution shall take effect as if

references in it to the Executive Committee were references to the persons whose

signatures appear at the bottom of the clause.

This constitution was validated and adopted for the U3A, prior to its first AGM, by its

Executive Committee members on

th Sept 2012.

Being the persons whose names appear below, and whose signatures are in the original document:

Name MALCOLM YEOMAN ANN VANN ANNE WEISS

Signed

Name PAT CLARKE PAULINE OLIVER PETER

STORRY

Signed

Name JOHN H BRADY TREVOR MANN ROBERT

WAITE

Signed

Name GILLIAN NEWMAN LORRAINE MANN MARGARET

YEOMAN

Signed

Name CAROL HOLBORN JAN EDWARDS

Signed