UALL Constitution



UALL Constitution

1. The Association shall be known as the Universities Association for Lifelong Learning.

2. The objects of the Association shall be:

to seek to increase democratic access to knowledge and skills and contribute to the economic and cultural life of the nation through the promotion and advancement of lifelong learning within higher education.

3. In furtherance of the above-mentioned objects but not further or otherwise the Association shall have the following functions:

(i)  to provide a forum for the development, interchange and dissemination of good practice on lifelong learning in higher education;

(ii) to encourage high standards in all areas of lifelong learning;

(iii) to represent the interests of the lifelong learning community within Higher Education;

(iv) to facilitate communication, liaison and collaboration with other bodies and organisations in the field;

(v)  to promote and conduct research into lifelong learning and to disseminate the results of this research;

(vi) to obtain, collect and receive monies, funds and other property and to administer them in pursuance of the objects of the Association provided that the Association shall carry out no permanent trading activities in raising funds.

4. The Association shall ensure that its objects and activities remain wholly and exclusively charitable.

5. Institutional Membership of the Association shall be open to any institution which provides higher education in the United Kingdom. International Membership shall be open to Universities outside the United Kingdom. Associate Membership shall be open to Professional and Statutory Bodies.  Individual Membership shall be open to any member of academic or academic related staff who has been employed in an institution in full membership of UALL. All applications for Institutional, Associate, Individual and International Membership shall be considered by the Executive Committee and ratified by Council and shall be subject to the Bye-Laws. Each Institutional Member may appoint to the Council of the Association up to two representatives who will normally be responsible for lifelong learning. Each Associate Member may appoint to the Council one representative. International and Individual Membership shall normally attract no formal representation.

6. Honorary Membership of UALL may be conferred upon individuals by resolution at an Annual General Meeting and shall be subject to the Bye-Laws. Honorary Membership shall normally attract no formal representation or voting powers. 

7. The Trustees shall be the supreme governing body of the Association (see Appendix A).  The Trustees may delegate to the Council such powers as it deems appropriate provided that a full report on the delegation is submitted to the Trustees at least once a year.

8. The Council shall be the senior body representing the members of the Association. The Council shall be constituted as follows:

(i) Either one or two representatives of each Institution with Institutional Membership but only one of whom will be a voting member.

(ii)  One representative from each Associate Membership body who shall be non- voting.

(iii)  Officers of the Council, ex officio, one representative of each of SUALL and UALL (Cymru).

(iv)  The conveners of the UALL Executive Networks, ex officio.

(v)  Subject to the Bye-Laws, persons co-opted to and by the Council, who shall be non-voting.

9. The Officers of the Council shall be the Chair and three Vice Chairs representing the constituent parts of the United Kingdom. the Secretary; the Treasurer and the Editor. They shall be elected in the manner laid down in the Bye-Laws. The Chair and Vice-Chairs need not be chosen from among the representatives appointed under Clause 5.

10. The Council may, from time to time, delegate to its officers and to committees and sub-committees such powers as it deems appropriate, provided that all such officers, committees and sub-committees shall report back to the Council as soon as possible.

11. To assist it to carry out its objects, the Council shall:

(i)  appoint an Executive Committee, consisting of: the seven Officers of the Council, together with the Chairs of the Sub-Committees and an additional 22 seats for representatives of member institutions, allocated in proportion to the number of institutions from each nation in UALL at that date. Each nation would vote for nominees from their own nation.   Other persons may be co-opted to the Executive in accordance with the Bye-Laws.  Executive may appoint networks and sub-committees with delegated powers and responsibilities in accordance with the Bye-Laws. The membership of the networks, subject to Bye-Law 5, need not be confined to representatives on Council, but a majority of the core membership should normally be from institutions in membership of the Association.

  (ii)   establish and appoint such sub-committees and working parties as it may deem necessary, such bodies first reporting to the Executive Committee and then to Council.

12. There shall be an Annual General Meeting of the Council and such other meetings as may be required. Rules for calling meetings are contained in the Bye-Laws. An Annual General Meeting shall be held within eighteen months of the previous such meeting.

13. There may be Regional Councils. Each Regional Council shall elect a Chair and a Secretary and may determine its own Constitution.

14. The assets of the Association shall not be held other than in the United Kingdom.

15. Each Institutional, Associate, Individual and International member shall pay an annual subscription as agreed for each member and category of membership each year at the Annual General Meeting. Only a single category of Membership may be retained at any one time.

16. An Auditor shall be elected at the Annual General Meeting to approve the accounts each year.

17. (i) Alterations to the constitution shall be made only at a special or Annual General Meeting of the Council and shall require the approval of at least two-thirds of the representatives present and voting.

(ii) The Annual General Meeting shall be called by the Secretary and every member of the Council shall be notified of the time, date and place of the meeting at least twenty-one days before the event.

(iii) A special general meeting of the Council may be called by any eight Council voting members. All members shall be given fourteen days notice of such a meeting, the notice specifying the time, date and place together with a notice of the business to be conducted. Only business on the agenda may be transacted.

18. A quorum for a meeting of the Council shall be twenty voting members.

19. If the Association decides that it is necessary or advisable to dissolve the charity it shall call a meeting of all members of the Association, 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 two-thirds majority of the voting members present the Executive 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 Association 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 shall be sent to the Charity Commissioners.

Constitution Bye-Laws

1. MEMBERSHIP OF THE ASSOCIATION

(i) In addition to Institutional Membership of the Association as set out in the Constitution, International Membership is open to Universities outside the United Kingdom by agreement of Council. Associate Membership is open to Professional and Statutory Bodies and Associations within the United Kingdom. Individual Membership is open to any member of academic or academic related staff who has been employed in an institution in full membership of UALL. Honorary Membership may be conferred upon individuals by resolution at an Annual General Meeting.

(ii) Non-payment of the annual subscription fee will normally result in termination of membership.

2. MEMBERSHIP OF COUNCIL

(i) Persons may be co-opted to and by the Council up to a maximum of one tenth of the total voting representatives of the same for an agreed period of time.

(ii) Persons may be invited by the Secretary to meetings of the Council as non-voting observers.

3. MEMBERSHIP OF EXECUTIVE

(i) A member of the Higher Education Institution hosting the Annual Conference shall be an ex-officio member of the Executive for the year prior to the conference.

(ii) An Editor, appointed by Executive, shall be an officer of the Council and an ex-officio member of the Executive.

3. Co-options may be made to the Executive up to a maximum of one third of the elected membership of the same and shall ensure an appropriate balance of professional interest and regional and gender representation. Co-options to the Executive shall normally be for a period of one year and co-opted members shall rank equal in all respects to elected members.

4. The maximum term of office on Executive for all members, other than Officers, is 6 years, irrespective of the basis of membership. Once this 6 year term has been completed a former member shall become eligible for membership of the Executive only after a period of one year. An elected or co-opted member of Executive who is subsequently elected to an Office may serve a maximum of 8 years, including up to two terms in the Office concerned.

5. Normally not more than two elected members of the Executive committee shall be from one institution. Elected members moving institutions shall normally serve out the term of office to which they were elected.

6. A member of the Executive committee who fails to attend three consecutive meetings shall normally be deemed to have terminated their membership of that committee.

4. ELECTION OF OFFICERS AND MEMBERS OF EXECUTIVE

(i) Election shall be by single transferable vote. Nominations, proposed and seconded by voting members, (see 4(c) below), together with any supporting statement by the candidate, shall be received by the Secretary not later than 30 days before the Annual General Meeting. In the event of an election, this shall be held by postal ballot in accordance with the timetable published by the Secretary and so as to permit the results to be announced at the Annual General Meeting.

(ii) All officers and members of Executive shall be elected for a period of two years and shall be eligible for election to two further such periods only. In the case of the Secretary election shall be 12 months in advance and in this interim period the person elected shall be designated Secretary elect and shall be a member of Executive.

(iii) Each member Institution with Institutional Membership shall nominate a single representative only as the voting member. The nomination shall be made to the Secretary at or before the Annual General Meeting and shall be current until the next Annual General Meeting. Where an Institution with Institutional Membership has a single representative, he or she shall be deemed to be the voting member. An Institution may re-nominate an individual without limit.

(iv) In the event of a voting member from an Institution being unable to attend, the Institution may nominate an alternate to be notified to the Secretary prior to the start of the Council meeting concerned. This provision will apply to all Institutions with Institutional Membership, irrespective of whether the Institution has one or two representatives, and will only apply to voting members.

5. NETWORK COMMITTEES OF COUNCIL

(i) Each Network shall have a convener approved by Council for an agreed period. The convener shall be ex-officio a member of Council.

(ii)  Each Network shall have a core membership.

(iii)  Meetings of Networks shall be open to staff of institutions represented on the Council.  If a member from an institution wishes to join a Network and their institution is not a member of the Association, the member may be required to pay a fee for membership of the respective Network.

(iv) The responsibilities and authority of Networks shall be clearly set out in terms of reference approved by Council.

(v)   The Convenor of each Network will be invited once each year to report on the Network’s activities to the Executive Committee. As a condition of grant, Networks will provide 2 reports each year: an interim report to the Executive Committee and a presentation or report to the Annual General meeting which will be included in the Annual Report and Yearbook. 

6. SUB-COMMITTEES OF EXECUTIVE

(i) Each Sub-committee of Executive shall have a convener elected by the Executive Committee for a period of two years, renewable no more than twice. While in office, a convener will be an ex-officio member of Executive.

(ii) Membership of each Sub-committee and lengths of appointment shall be agreed by Executive bearing in mind the need to ensure an appropriate balance of professional interest and regional and gender representation.

(iii) The responsibilities and authority of Sub-committees shall be clearly set out in terms of reference approved by Executive.

7. WORKING PARTIES

Ad-hoc working parties may be set up either by the Council or Executive. They shall have a specified lifetime which may be extended.

8. MEETINGS

Council shall meet not less than twice a year, at the Annual Conference and at the Annual General Meeting.

The Executive Committee shall meet not less than three times a year.

9. FINANCE

(i) An account shall be kept at such bank as the Council shall from time to time direct, in the name of the Universities Association for Lifelong Learning, into which all monies of the Council shall be paid on receipt. All cheques shall be signed by both the Treasurer and the Secretary.

(ii) The Treasurer shall maintain a record of the Association's income and expenditure and prepare a yearly statement of account which shall be audited by the auditor.

(iii) For financial and all other transactions of the Association the year shall run from lst October to 30th September. 

 

10. BYE-LAWS

Amendments to these Bye-Laws shall be made only at a meeting of the Council of which prior notification of at least twenty-one days shall be given and shall require the approval of at least two-thirds of the voting members present. Amendments may also be made by unanimous resolution of Executive, subsequently ratified by the next Annual General Meeting.

Constitution Standing Orders

1. At meetings, other than special meetings, of the Council, its committees and sub-committees, decisions shall be made by a majority of votes, the Chair having a casting vote. Amendments to the Constitution, Bye-Laws and motions at special meetings shall require a two-thirds majority of voting members present.

2. A voting representative of a constituent institution unable to attend a meeting of the Council may send an alternate, who may speak and vote, provided that notice has been given to the Secretary prior to the meeting. In the case of an AGM or a special general meeting a representative may appoint a proxy provided that written notice has been given to the Secretary prior to the meeting.

3. Motions should normally be put in writing and must include the names of the proposer and seconder. Substantive motions not notified in advance may be accepted at the discretion of the Chair.

4. If the Chair judges that an amendment changes substantially the business of the motion, then the amendment may be refused.

5. Motions shall be taken in the following order:

(i) a motion for the suspension of Standing Orders (other that Standing Order number 1). In this case each member shall have the right to speak once only to the motion for suspension and a majority of three quarters of voting members is required for the motion to be carried.

(ii) a motion that the motion be put. In this case the motion that the motion be put must at once be put to a vote without debate.

(iii) a motion that the meeting be adjourned. This motion must be accepted by the Chair and a debate allowed.

(iv) an amendment shall be voted upon before the next amendment may be proposed.

6. Amendments to Standing Orders may be made by Executive. Such amendments must be ratified at the next Annual General Meeting.

7. Except where an interpretation has been laid down in the Constitution or Bye-Laws, the interpretation of these Standing Orders rests absolutely with the Chair.

APPENDIX A
THE TRUSTEES

1.       The Trustees and their responsibilities

          UALL is an unincorporated Trust.  In an unincorporated charity, the property of the
          charity is usually held by the Trustees or their nominees.  UALL’s “governing document”,
          as recognised by the Charity Commission, is its constitution.

          Trustees have and explicitly accept ultimate responsibility for directing the affairs of a
          charity, and ensuring that it is solvent, well-run, and delivering the charitable outcomes
          for the benefit of the public for which it has been set up.

          The Trustees will:

A       Compliance

  1. Ensure that the charity complies with charity law, and with the requirements of the Charity Commission as regulator; in particular ensure that the charity prepares reports on what it has achieved and Annual Returns and accounts as required by law.
  2. Ensure that the charity does not breach any of the requirements or rules set out in its governing document and that it remains true to the charitable purpose and objects set out there.
  3. Comply with the requirements of other legislation and other regulators (if any) which govern the activities of the charity.
  4. Act with integrity, and avoid any personal conflicts of interest or misuse of charity funds or assets.

B        Duty of prudence

  1. Ensure that the charity is and will remain solvent.
  2. Use charitable funds and assets reasonably, and only in furtherance of the charity's objects.
  3. Avoid undertaking activities that might place the charity's endowment, funds, assets or reputation at undue risk.
  4. Take special care when investing the funds of the charity, or borrowing funds for the charity to use.

C        Duty of care

  1. Use reasonable care and skill in their work as trustees, using their personal skills and experience as needed to ensure that the charity is well-run and efficient.
  2. Consider getting external professional advice on all matters where there may be material risk to the charity, or where the trustees may be in breach of their duties.

2.         How will the trustees be appointed?

  • The Trustees will be appointed by the Council after nomination and seconding by Council members.  An election, by the voting members of Council, will be held as necessary, usually at the Annual General Meeting. 
  • There will be up to 5 trustees, with a quorum of 2
  • Trustees will be appointed for a three year period, renewable for a further three years.

3.       Criteria for appointment of trustees

          Trustees should be able to demonstrate evidence of:

  • Knowledge of the field of lifelong learning in higher education
  • Experience of governance in other appropriate organisation(s)

    Serving members of the Executive Committee, including Officers, cannot be Trustees of the Association, in order to avoid any perceived conflicts of interest.

4.         How will they operate?

The Trustees will be the ultimate decision-making body of the Association and will receive appeals or complaints, as well as intervene to resolve any arising disputes, if they cannot be resolved by the Executive Committee or Council.

The Trustees will meet at least once per year, normally prior to the Annual General Meeting. The Honorary Secretary, and other Officers, as deemed appropriate, will normally be present at meetings.