CONSTITUTION OF THE WEST LOTHIAN UNIVERSITY OF THE THIRD AGE (u3a), AN UNINCORPORATED MEMBERS ASSOCIATION AND A MEMBER OF THE THIRD AGE TRUST.
This constitution was formally adopted on the 16th October 2013, updated at an SGM on Wednesday 18th April 2018, and updated at an SGM on Wednesday 18 August 2021.
WEST LOTHIAN u3a IS A CHARITY IN SCOTLAND Registered Charity Number: SC038021
- NAME
The association’s name is ‘West Lothian University of the Third Age’, herein after referred to as ‘the Charity’. It is a member of the Third Age Trust (herein after referred to as ‘The Trust’ – Registered Charity Number 288007)
2. ADMINISTRATION
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the Charity Trustees, constituted by clause 6 of this constitution.
3. OBJECTS:
The objects of West Lothian 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.
4. POWERS:
In furtherance of the Objects but not otherwise, the Trustees may exercise the following powers:
4.1 Power to raise funds and to invite and receive contributions provided that, in raising funds, the Trustees shall not undertake any substantial permanent trading activities and shall conform to any requirements of the law.
4.2 Power to receive donations, endowments, sponsorship, grants, legacies and subscriptions from persons desiring to promote all or any of the Objects of the Charity and to hold funds in trust for the same.
4.3 Power to buy, take on lease or in exchange any property necessary for the achievement of the Objects and to maintain and equip it for use.
4.4 Power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity.
4.5 Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or of similar charitable purposes and to exchange information and advice with them.
4.6 Power to support any charitable trusts, associations or institutions formed for all or any of the Objects.
4.7 Power to appoint and constitute such advisory committees as the Trustees may think fit.
4.8 Power to organise and run conferences, lectures, seminars and courses.
4.9 Power to publish books, pamphlets, reports, leaflets, journals and instructional matter and to produce films and videos.
4.10 Power to participate in and assist in the development of area and regional groupings of u3as.
4.11Power to do all such other lawful things as are necessary for the achievement of the Objects.
5. MEMBERSHIP:
5.1 Membership of the Charity is open to individuals as described in clause 3, who are interested in furthering the work of the Charity and who have paid the annual subscription as determined by the Trustees and confirmed by the membership at an Annual General Meeting.
5.2 Every individual member shall have one vote.
5.3 The Trustees may, and for good reason, terminate the membership of any individual if annual membership or other fees are unpaid 13 weeks after the due date or if the member acts in a way which is prejudicial to the Charity or to the running of the Charity or brings it into disrepute provided that the individual concerned shall have the right to be heard by the Trustees accompanied by a friend who may also speak, or make written representation before a final decision is made.
5.4 Membership is not transferable to anyone else.
5.5 The Trustees must keep a register of names and addresses of the members.
6. CHARITY TRUSTEES
The management of the Charity shall be vested in the Charity Trustees, consisting of the 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 Charity.
6.1 Honorary Officers
At the Annual General Meeting of the Charity the members shall elect from amongst themselves a chairperson, vice-chairperson (or vice-chairpersons), a secretary and a treasurer who shall hold office from the conclusion of that meeting, and a President if the creation of such a post has been agreed at a General Meeting.
6.2 Trustees
The Trustees shall consist of not less than five and not more than twelve members being:
the honorary officers specified in the preceding sub-clause, and not less than one and not more than eight members (or seven members if there are two Vice Chair persons) elected at the Annual General Meeting, who shall hold office from the conclusion of that meeting.
6.3 The Trustees may in addition appoint not more than two co-opted members who shall have full voting rights and have tenure until the next Annual General Meeting.
6.4 The Trustees may re-appoint such co-opted Trustees for one additional period which may not extend beyond the following Annual General Meeting or be excluded by clause 7.3, whichever is the sooner.
6.5 Persons who need not be members may be invited by the Trustees to serve because of their special expertise. They shall have no voting rights and their term of service shall expire at the next Annual General Meeting.
6.6 Trustee vacancies which arise through resignation or termination during the year can be filled from the membership and such an appointee shall complete the term of service of the member he or she is replacing and shall be eligible for re-election in the prescribed manner at the next Annual General Meeting.
6.7 The proceedings of the Trustees 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.
6.8 A trustee member shall cease to hold office if he or she:
is disqualified from acting as a trustee by virtue of the Law reform (Miscellaneous Provisions) (Scotland) Act 1990 (or any statutory re-enactment or modification of that provision);
becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
is absent without the permission of the Trustees from three consecutive meetings and the Trustees resolve that his or her office be vacated;
is subject to a vote of no confidence from the Trustees as a result of actions which bring the Charity into disrepute or conduct prejudicial to the Charity or failure to abide by the terms of this constitution or decision of the Trustees;
notifies in writing to the Trustees a wish to resign (but only if at least four trustee members will remain in office when the notice of resignation is to take effect which shall be at least twenty-one days from the receipt of the notification).
7. ELECTION OF TRUSTEES
7.1 The election of Trustees shall be held at the Annual General Meeting of the Charity.
7.2 The newly elected Trustees shall take office at the conclusion of the Annual General Meeting.
7.3 The maximum total period of service of any trustee shall be 10 years in any combination of roles whether or not the periods of service are contiguous.
7.4 Officers shall serve for a period of up to two years and non-office Trustees for a period of two years. Retiring Officers may stand for re-election provided that no-one may hold the office of Chairperson or Vice Chairperson for more than four consecutive years without an intervening period of at least one year except that a retiring Vice Chairperson may stand immediately for the post of Chairperson.
7.5 If insufficient nominations are received to fill the vacancies for Officers and/or non-officer Trustees, the Trustees may, as a last resort, appeal to the assembled members at the Annual General Meeting for permission to ask whether anyone present was willing to reconsider and put themselves forwards as a candidate for one of the vacancies.
7.6 In the event of no nominations being received for an Officer post, or no member of the newly elected Trustees being willing to take on that Officer position, a majority decision can be taken by the Trustees to ask the retiring officer to stay until the next Annual General Meeting.
8. MEETINGS AND PROCEEDING OF THE TRUSTEES
8.1 The Trustees shall hold at least four ordinary meetings each year.
8.2 A Special Meeting may be called at any time by the Chairperson or by any two members of the Trustees upon not less than seven days’ notice being given to other members of the Trustees, 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.
8.3 The Chairperson shall chair the meetings and in their absence the Vice Chairperson shall take over. If they are also absent the Trustees shall choose one of their number to be chairperson of the meeting before any business is transacted.
8.4 A President elected by the Charity shall not be a Trustee member and shall not have voting rights.
8.5 There shall be a quorum when at least one third of the number of Trustee members for the time being or three Trustee members whichever is greater, are present at the meeting.
8.6 Every matter shall be determined by a majority of votes of the Trustee members present and voting on the question but in the case of equality of votes the Chairperson of the meeting shall have a second or casting vote.
8.7 The Trustees shall keep minutes of the proceedings at meetings of the Trustees and any sub-committee and these minutes shall be available for inspection should a member request it.
8.8 The Trustees 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.
8.9 The Trustees may appoint sub-committees consisting of at least one Trustee member for the purpose of performing any function or duty which in the opinion of the Trustees would be 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 Trustees.
8.10No Trustee shall be chargeable or responsible for loss caused by any act done or omitted to be done by him/her or by any other Trustee or by reason of a mistake or omission made in good faith by any Trustee or by reason of any other matter other than wilful and individual fraud or wrongdoing or actions knowingly beyond the scope of specific authority or limit thereon on the part of Trustee in question.
9. FINANCE
9.1 The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Trustees in the name of the Charity at such bank as the Trustees shall from time to time decide. All monies drawn on the account must be authorised by at least two Trustees.
9.2 The funds belonging to the Charity shall be applied only in furthering the Objects.
9.3 No funds shall be transferred in any way to Trustees, provided that nothing herein shall prevent the payment in good faith of reasonable and proper out of pocket expenses incurred in the course of the Charity work.
9.4All proper cost, charges and expenses incidental to the management of the Charity and membership of the Trust may be defrayed from the funds of the Charity.
10. PROPERTY
All property of the Charity shall be applied solely towards the Objects of the Charity. Ownership of property is vested in the Charity and items may, with the agreement of the Trustees, be transferred on a temporary basis to a nominated member’s home in pursuance of his/her designated role, until such time as the member’s tenure of office ceases or the Trustees requests its return.
11. ACCOUNTS
The Trustees shall comply with their obligations under the Charities Accounts (Scotland) Regulations 1992 (or any statutory re-enactment or modification of that act) with regard to:
11.1 the keeping of accounting records for the Charity;
11.2 the preparation of annual statement of accounts for the Charity;
11.3 the independent examination of the statement of accounts of the Charity.
12. ANNUAL REPORT
The Trustees shall comply with their obligations under the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (or any statutory re-enactment or modification of the act) with regard to the preparation of an annual return and its transmission to OSCR.
13. ANNUAL GENERAL MEETING
13.1 There shall be an Annual General Meeting of the Charity which shall be held in the month of October in each year, or as soon as practicable thereafter, but not later than fifteen months after the preceding Annual General Meeting.
13.2 Every Annual General Meeting shall be called by the Trustees. The Secretary shall give at least twenty-one days’ notice of the Annual General Meeting to all the members of the Charity. All individual members of the Charity shall be entitled to attend and vote at the meeting.
13.3 The Trustees shall present to each Annual General Meeting the report and accounts of the Charity for the preceding year for approval.
13.4 The Trustees shall seek approval for the appointment of the examiner for the accounts.
13.5Nominations for election of Trustees must be made by members in writing and must be in the hands of the secretary at least fourteen days before the Annual General Meeting. Should nominations exceed vacancies, election shall be by ballot. Any proposals to amend the constitution subject to clause eighteen shall be considered at the Annual General Meeting and any other business published in the agenda.
14. SPECIAL GENERAL MEETING
The Trustees may call a Special General Meeting of the Charity at any time, or if at least twenty percent of the members request such a meeting in writing, stating the business to be considered. The Secretary shall call such a meeting, giving at least twenty-one days’ notice. The notice must state the business to be discussed.
15. NOTICES
15.1 Any notice required by this constitution to be given to or by any person must be:
(a) in writing, or
(b) given using electronic communications.
15.2 The Charity may give any notice to a member either:
(a) personally, or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address, or
(c) by leaving it at the address of the member, or
(d) by giving it using electronic communications to the member’s address
15.3 Accidental omission to give notice to any member shall not invalidate the proceedings of any General Meeting.
16. QUORUM
16.1 There shall be a quorum when at least one fifth of the number of members of the Charity are present at any General Meeting.
16.2 No business shall be transacted at any General Meeting unless a quorum is present.
16.3 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 members, shall be dissolved. In any other case it shall be adjourned to a suitable day and time as the Trustees may direct, provided twenty-one 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.
17. PROCEDURE AT GENERAL MEETINGS
17.1 A general meeting (whether an annual general meeting or a special general meeting) may be held in person or by suitable electronic means agreed by the Trustees in which each participant may communicate with all the other participants. Where the Trustees determine that a general meeting is to be held by electronic means, pursuant to this Clause, such determination shall be set out in the notice of general meeting sent to members.
17.2 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. 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.
17.3 Proceedings at a general meeting held by electronic means, pursuant to sub-clause 1 of clause 17, or a physical meeting at which procedures are put in place to allow members to attend electronically, pursuant to sub-clause 2 of clause 17, 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 sub-clause 1 of clause 16, is able to join the meeting successfully.
17.4 The Secretary, or other person specially appointed by the Trustees, shall keep a full record of proceedings at every General Meeting of the Charity.
17.5 The Chairperson of the Charity shall be the Chairperson of the General Meeting at which he/she is present unless the Trustees make the decision to ask the President to preside.
17.6 If there is a tied vote the Chairperson or President should have a single casting vote.
18. ALTERATIONS TO THE CONSTITUTION
18.1 Subject to the following provisions of this clause, the Constitution may be altered 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 terms of the alteration proposed.
18.2 No amendment may be made to clause 1 (the name of the Charity), clause 3 (the Objects clause), clause 19 (the dissolution clause) or this clause without the prior consent in writing of OSCR.
18.3 No amendment may be made which would have the effect of making the Charity cease to be a Charity at law.
The Trustees shall promptly send to OSCR a copy of any amendment made under this clause.
19. DISSOLUTION
If the Trustees decide that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, for which not less than twenty-one 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 Trustees shall have power to realise any assets 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 institution or institutions having objects similar to the Objects of the Charity as the members of the Charity may determine or to the Third Age Trust Registered Charity No. 288007. A copy of the statement of accounts or account and statement for the final accounting period of the Charity must be sent to the Inland Revenue Charities.