Constitution of The U3AC

Adopted on 4th May 2007

A. Name
The name of the Association is The University of the Third Age in Cambridge (2007) ('the Charity').

B. 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 members of the Council, constituted by clause H of this Constitution ('the Council').

C. Objects
The Charity's objects ('the objects') are:
'To advance the education of those not or no longer in full-time employment through courses of study in such academic and artistic disciplines as shall be required by them and to pursue and publish research both on general matters and into the various aspects of ageing.
The provision of facilities for leisure time and recreational activities with the object of improving the conditions of life for the above persons in the interest of their social welfare.'

D. Powers
In furtherance of the objects but not otherwise the Council may exercise the following powers:
i) power to raise funds and to invite and receive contributions provided that in raising funds the Council shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
ii) 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;
iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Charity;
iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
v) power to employ such staff (who shall not be members of the Council) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
vi) 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;
vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
viii) power to appoint and constitute such advisory committees as the Council may think fit;
ix) power to do all such other lawful things as are necessary for the achievement of the objects.

E. Membership
i) Membership of the Charity shall be open to any person not or no longer in full time employment interested in furthering the objects and who has paid the admission fee and the annual subscription laid down from time to time by the Council;
ii) Every member shall have one vote;
iii) The Council may by unanimous vote and for good reason terminate the membership of any individual: provided that the individual concerned shall have the right to be heard by the Council, accompanied by a friend, before a final decision is made;
iv) Only members whose subscriptions are fully paid up shall be eligible to participate in any activity of the Charity provided that nothing shall prevent the Council agreeing to the exceptional inclusion of guests at appropriate functions or on suitable occasions.

G. Honorary Officers
At the first Annual General Meeting of the Charity the members shall elect from amongst themselves a Chairman, a Vice Chairman, a Secretary, a Treasurer, a Director of Studies (Courses), a Director of Studies (Lectures) and an Administrator (the 'Officers'), who shall hold office from the conclusion of that meeting, for the period specified by the meeting, not exceeding three years. For the purposes of this clause three years in relation to any Officer means the period commencing with the meeting at which the Officer is elected and terminating at the close of the third Annual General Meeting following. At the second and subsequent Annual General Meetings a new Officer shall be elected in accordance with the above provisions to replace any Officer whose period of office is due to end at the close of the meeting.

H. Council
i) The Council shall consist of:
(a) the Officers specified in the preceding clause
(b) not more than twelve other members elected at an Annual General Meeting
who shall hold office from the conclusion of the meeting at which they are appointed until the termination of the third Annual General Meeting following;
ii) The Council may in addition appoint not more than three co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one-third of the members of the Council would be co-opted members. Each appointment of a co-opted member shall be made at a meeting of the Council called under clause K (i) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant;
iii) No elected member other than an Officer may serve for more than three consecutive years without a break of two years before re-election. Officers may serve for a second term of three years without a break or exceptionally, beyond two terms with Council's approval;
iv) The Council may co-opt a member to serve as a Councillor if a vacancy should arise, or circumstances should make it desirable, to serve until the following Annual General Meeting, provided that the total number of Councillors should not exceed fifteen (exclusive of officers);
v) In the event of a vacancy occurring during an officer's tenure the Council may make an appointment to act until the following Annual General Meeting.

I. Determination of Membership of Council
A member of the Council shall cease to hold office if he or she:
i) is disqualified from acting as a member of the Council by virtue of 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 Council from all their meetings held within a period of twelve months and the Council resolve that his or her office be vacated; or
iv) notifies to the Council a wish to resign (but only if at least five members of the Council will remain in office when the notice of resignation is to take effect).

J. Council Members not to be personally interested
No member of the Council shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Council) in any contract entered into by Council.

K. Meetings and proceedings of the Council
i) The Council shall hold at least three ordinary meetings each year. A special meeting may be called at any time by the Chairman or by any two members of the Council upon not less than four days' notice being given to the other members of the Council of the matters to be discussed but if the matters include an appointment of a co-opted member then not less than fourteen days' notice must be given;
ii) The Chairman shall act as Chairman at meetings of the Council or, in his absence, the Vice Chairman will deputise for him. If both the Chairman and Vice Chairman are absent from any meeting, the members of the Council present shall choose one of their number to be Chairman of the meeting before any other business is transacted;
iii) There shall be a quorum when at least one-third of the number of members of the Council for the time being or five members of the Council, whichever is the greater, are present at a meeting;
iv) Every matter shall be determined by a majority of votes of the members of the Council present and voting on the question but in the case of equality of votes the Chairman of the meeting shall have a second or casting vote;
v) The Council shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Council and any sub-committee;
vi) The Council may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this Constitution;
vii) The Council may appoint one or more sub-committees consisting of three or more members of the Council for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Council would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Council.

L. Receipts and expenditure
i) The funds of the Charity, including all donations contributions and bequests, shall be paid into an account operated by the Council in the name of the Charity at such bank as the Council shall from time to time decide. All cheques drawn on the account must be signed by two signatories from the list of authorised signatories decided by Council.
ii) The funds belonging to the Charity shall be applied only in furthering the objects.

M. Property
i) Subject to the provisions of sub-clause (ii) of this clause, the Council shall cause the title to:
(a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(b) all investments held by or on behalf of the Charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Council at their pleasure and shall act in accordance with the lawful directions of the Council. Provided they act only in accordance with the lawful directions of the Council, the holding trustees shall not be liable for the acts and defaults of its members;
ii) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the Charity, the Council may permit any investments held by or in trust for the Charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Council, and may pay such a nominee reasonable and proper remuneration for acting as such.

N. Accounts
The Council shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to:
i) the keeping of accounting records for the Charity;
ii) the preparation of annual statements of account for the Charity;
iii) the auditing or independent examination of the statements of account of the Charity; and
iv) the transmission of the statements of account of the Charity to the Commissioners.

O. Annual Report
The Council shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.

P. Annual Return
The Council shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

Q. Annual General Meeting
i) There shall be an Annual General Meeting of the Charity which shall be held in the month of March in each year or as soon as practicable thereafter;
ii) Every Annual General Meeting shall be called by the Council. The Secretary shall give at least fourteen days' notice of the Annual General Meeting to all the members of the Charity. All the members of the Charity whose subscriptions are fully paid shall be entitled to attend and vote at the meeting;
iii) Before any other business is transacted at the first Annual General Meeting the persons present shall appoint a Chairman of the meeting. At subsequent Annual General Meetings, before any other business is transacted, the persons present shall, on the nomination of Council, appoint a Chairman of the meeting;
iv) The Chairman and Vice Chairman are elected at an Annual General Meeting. The Officers are elected at an Annual General Meeting on the nomination of the Council;
v) Candidates for election to the Council are members whose nominations are duly proposed and seconded in writing by members of the Charity and whose written consent has been received by the Secretary at least twenty-eight days before the date of the Annual General Meeting. Such nominations together with the names of the proposer and seconder shall be posted in the offices of the Charity at least fourteen days prior to the date of the Annual General Meeting;
vi) If the number of candidates duly proposed and seconded shall exceed the number of vacancies to be filled the election at the Annual General Meeting shall be held by ballot;
vii) If the number of candidates for election is equal to or less than the number of vacancies to be filled then all the candidates shall be deemed to be elected;
viii) In the event of the ballot failing to determine the members of Council because of an equality of votes the candidate or candidates to be elected from those having an equal number of votes shall be determined by lot;
ix) The Council shall present to each Annual General Meeting the report and accounts of the Charity for the preceding year.

R. Special General Meetings
The Council may call a Special General Meeting of the Charity at any time. If at least seventy-five members of the Charity or 5% of the number of the members of the Charity for the time being, whichever shall be the smaller number, request such a meeting in writing stating the business to be considered the Secretary shall call such a meeting. At least fourteen days' notice must be given. The notice must state the business to be discussed.

S. Procedure at General Meetings
i) The Secretary or other person specially appointed by the Council shall keep a full record of proceedings at every General Meeting of the Charity;
ii) There shall be a quorum when seventy-five members of the Charity or 5% of the number of the members of the Charity for the time being, whichever shall be the smaller number, are present at any General Meeting;
iii) Decisions other than changes to the Constitution can be made at a General Meeting if carried by a simple majority.

T. Notices
Any notice required to be served on any member of the Charity shall be in writing and shall be served by the Secretary or the Council on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within ten days of posting.

U. Alterations to the Constitution
i) 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;
ii) No amendment may be made to clause A (the Name of Charity clause), clause C (the Objects clause), clause J (Council Members not to be personally interested clause), clause V (the Dissolution clause) or this clause without the prior consent in writing of the Commissioners;
iii) No amendment may be made which would have the effect of making the Charity cease to be a charity at law;
iv) The Council should promptly send to the Commissioners a copy of any amendment made under this clause.

V. Dissolution
If the Council decides that it is necessary or advisable to dissolve the Charity it shall call a meeting of all members of the Charity, of 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 Council 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 such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.

W. Arrangements until first Annual General Meeting
Until the first Annual General Meeting takes place this Constitution shall take effect as if references in it to the Council were references to the persons whose signatures appear at the bottom of this document.

This Constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.

Signed:

Janet Edwards
Eunice Fisher
Pam Gatrell
Bronwyn Hipkin
Chris Holt
John Hunter
Chris Jones
Bill Kirkman
Graham Milbourn
Rosemary Polack
Philip Shaw
Richard Tregear
Brian Wallis
Dick Wilson