Constitution
Constitution of the Universities Association for Lifelong Learning (UALL)
Date of constitution (last amended): 27th November 2023
1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is the Universities Association for Lifelong Learning (UALL).
2. National location of principal office
The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.
3. Objects
The promotion and advancement of lifelong learning within higher education, in furtherance of these objects, the CIO shall have the following functions:
(a) To provide a forum for the development, interchange and dissemination of good practice on lifelong learning in higher education; and
(b) To encourage high standards in all areas of lifelong learning; and
(c) To facilitate communication, liaison and collaboration with other bodies and organisations in the field; and
(d) To promote and conduct research and scholarship into lifelong learning and to disseminate the results of this work; and
(e) To obtain, collect and receive monies, funds and other property and to administer them in pursuance of the objects of the CIO provided that the CIO shall carry out no permanent trading activities in raising funds.
4. Powers
The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO has power to:
(1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land;
(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;
(5) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.
5. Application of income and property
(1) The income and property of the CIO must be applied solely towards the promotion of the objects.
(a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.
(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(2) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services supplied to the CIO.
(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
6. Benefits and payments to charity trustees and connected persons
(1) General provisions
No charity trustee or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO; unless the payment or benefit is permitted by sub-clause (2) of this clause or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
(3) Payment for supply of goods only – controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.
(4) In sub-clauses (2) and (3) of this clause:
(a) “the CIO” includes any company in which the CIO:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more directors to the board of the company;
(b) “connected person” includes any person within the definition set out in clause 30 (Interpretation);
7. Conflicts of interest and conflicts of loyalty
A charity trustee must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
(2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest). Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
8. Liability of members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. Charity trustees
(1) Functions and duties of charity trustees
The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:
(a) to exercise his or her powers and to perform his or her functions in his or her capacity as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and,
(ii) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
(2) Eligibility for trusteeship
(a) Every charity trustee must be a natural person.
(b) No individual may be appointed as a charity trustee of the CIO:
• if he or she is under the age of 16 years; or
• if he or she would automatically cease to hold office under the provisions of clause 12(e).
(c) No one is entitled to act as a charity trustee whether on appointment or on any re- appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.
(3) Number of charity trustees
(a) There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.
(b) The maximum number of charity trustees is twelve. The charity trustees may not appoint any charity trustee if as a result the number of charity trustees would exceed the maximum.
(4) First charity trustees
The first charity trustees of the CIO are:
Jonathan Michie
Mary Elizabeth Mahoney
William Henry Kitchen
10. Appointment of charity trustees
(1) At every annual general meeting of the members of the CIO, one-third of the charity trustees shall retire from office. If the number of charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, he or she shall retire;
(2) The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot;
(3) The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause (4) of this clause;
(4) The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause 12 (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause 9(3) on the number of charity trustees would not as a result be exceeded;
(5) A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses (1) and (2) of this clause. A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of his or her appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting.
11. Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his or her first appointment:
(a) a copy of this constitution and any amendments made to it; and
(b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts.
12. Retirement and removal of charity trustees
A charity trustee ceases to hold office if he or she:
(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b) is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;
(c) dies;
(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
(e) is disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
13. Reappointment of charity trustees
(1) Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment.
(2) A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least three years.
14. Taking of decisions by charity trustees
Any decision may be taken either:
• at a meeting of the charity trustees; or
• by resolution in writing or electronic form agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that:
– a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
– the majority of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve.
15. Delegation by charity trustees
(1) The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:
(a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;
(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
16. Meetings and proceedings of charity trustees
(1) Calling meetings
(a) Any charity trustee may call a meeting of the charity trustees.
(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
(2) Chairing of meetings
The charity trustees may appoint one of their number to chair their meetings and one of their number as deputy chair and may at any time revoke such appointments. If no-one has been so appointed, or if the persons appointed are unwilling to preside or are not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
(3) Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees, or the number nearest to one third of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
(c) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(4) Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
17. Saving provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).
18. Membership of the CIO
(1) Admission of new members
(a) Eligibility
Membership of the CIO is open to anyone who is interested in furthering its objects and functions and who, by applying for membership, has indicated his, her or their agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.
(b) Admission procedure
The charity trustees:
(i) may require applications for membership to be made in any reasonable way that they decide;
(ii) shall, if they approve an application for membership, notify the applicant of their decision within 21 days;
(iii) shall determine the class of membership to be granted;
(iv) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
(v) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
(vi) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
(c) Classes of membership
(i) A member may be an individual, a corporate body, or an organisation which is not incorporated.
(ii) There shall be the following class of voting membership:
• Institutional membership: open to any institution which provides higher education in the United Kingdom;
(iii) There shall be the following classes of non-voting membership:
• Associate Membership: open to other educational providers, organisations, institutions, professional or statutory bodies in the United Kingdom;
• International Membership: open to any institution which provides higher education outside the United Kingdom;
• Student membership: open to registered students of any institution which provides higher education within or outside the United Kingdom;
• Individual membership
(iv) The charity trustees may create additional classes of voting and non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.
(v) Only one class of membership may be retained at any one time
(2) Transfer of membership
Membership of the CIO cannot be transferred to anyone else.
(3) Duty of members
It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the objects and functions of the CIO.
(4) Termination of membership
(a) Membership of the CIO comes to an end if:
(i) the member dies, or, in the case of an organisation that organisation ceases to exist; or
(ii) the member sends a notice of resignation to the charity trustees; or
(iii) any sum of money owed by the member to the CIO is not paid in full within six months of its falling due; or
(iv) the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.
(b) Before the charity trustees take any decision to remove someone from membership of the CIO they must:
(i) inform the member of the reasons why it is proposed to remove him, her or it from membership;
(ii) give the member at least 21 clear days’ notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership
(iii) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;
(iv) consider at that meeting any representations which the member makes as to why the member should not be removed; and
(v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.
(5) Membership fees
The CIO may require members to pay reasonable membership fees to the CIO.
19. Members’ decisions
(1) General provisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause (3) of this clause, decisions of the members of the CIO may be taken by vote at a general meeting as provided in sub-clause (2) of this clause.
(2) Taking ordinary decisions by vote
Subject to sub-clause (3) of this clause, any decision of the voting members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.
(3) Decisions that must be taken in a particular way
(a) Any decision to amend this constitution must be taken in accordance with clause 28 of this constitution (Amendment of Constitution).
(b) Any decision to wind up or dissolve the CIO must be taken in accordance with clause 29 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.
20. General meetings of members
(1) Types of general meeting
There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause 10.
Other general meetings of the members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.
(2) Calling general meetings
(a) The charity trustees:
(i) must call the annual general meeting of the members of the CIO in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and
(ii) may call any other general meeting of the members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:
(i) they receive a request to do so from at least 10% of the members of the CIO; and
(ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
(f) Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called.
(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.
(3) Notice of general meetings
(a) The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days’ notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.
(b) If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting:
(ii) give the address at which the meeting is to take place;
(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and
(iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause 22 (Use of electronic communication), details of where the information may be found on the CIO’s website.
(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.
(4) Chairing of general meetings
The person nominated as chair or deputy chair by the charity trustees under clause 16(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.
(5) Quorum at general meetings
No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.
(a) Subject to the following provisions, the quorum for general meetings shall be the greater of 25% or 8 voting members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.
(b) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
(c) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to the CIO’s members at least seven clear days before the date on which it will resume.
(d) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
(e) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
(6) Voting at general meetings
(a) Any decision other than one falling within clause 19(3) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every voting member has one vote unless otherwise provided in the rights of a particular class of membership under this constitution.
(b) A resolution put to the vote of a meeting shall be decided on a show of hands.
(c) In the event of an equality of votes the chair of the meeting shall have a second, or casting vote.
(d) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
(7) Representation of organisations and corporate members
An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO.
The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the CIO.
(8) Adjournment of meetings
The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.
21. Execution of documents
(1) The CIO shall execute documents by signature.
(2) A document is validly executed by signature if it is signed by at least two of the charity trustees.
22. Use of electronic communications
(1) General
The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.
(2) To the CIO
Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.
(3) By the CIO
(a) Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.
(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:
(i) provide the members with the notice referred to in clause 20(3) (Notice of general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause 16(1) (Calling meetings); and
(iii) submit any proposal to the members or charity trustees for decision by written resolution in accordance with the CIO’s powers under clause 19 (Members’ decisions).
(c) The charity trustees must –
(i) take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal; and
(ii) send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.
23. Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) register of its members and charity trustees.
24. Minutes
The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meetings of the charity trustees and committees of charity trustees including:
• the names of the trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
25. Accounting records, accounts, annual reports and returns, register maintenance
(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
26. Rules
The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.
27. Disputes
If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
28. Amendment of constitution
As provided by sections 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by resolution agreed in writing by all voting members of the CIO; or
(b) by a resolution passed by a 75% majority of those voting at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members).
(2) Any alteration of clause 3 (Objects), clause 29 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(4) A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended must be sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities.
29. Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
(a) at a general meeting of the members of the CIO called in accordance with clause 20 (General meetings of members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
(i) by a resolution passed by a 75% majority of those voting, or
(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
(b) by a resolution agreed in writing by all voting members of the CIO.
(2) Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
(3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
(a) the charity trustees must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the CIO;
(ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
(iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;
(b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
30. Interpretation
In this constitution:
“connected person” means:
(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
(b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
(c) a person carrying on business in partnership with the charity trustee or with any person falling within sub- clause (a) or (b) above;
(d) an institution which is controlled –
(i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
(ii) by two or more persons falling within sub-clause (d)(i), when taken together
(e) a body corporate in which –
(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
Bye-Laws of the Universities Association for Lifelong Learning (UALL)
A. PRE-AMBLE
These Bye-Laws are intended to supplement the Constitution of UALL dated 17th August 2020. The constitution provides at clause 26 that:
“The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.”
(1) Except where an interpretation has been laid down in the Constitution or Bye-Laws, the interpretation of these Bye-Laws rests absolutely with the Chair.
B. TRUSTEES
The number and manner of appointment of trustees is set out in the Constitution.
(2) Trustees shall normally be drawn from amongst the membership, but up to three trustees may be appointed who are not members of the Association. In appointing trustees, the Association shall not normally appoint more than two trustees with a formal affiliation with any given institution of higher education. The Association shall be mindful of the desirability of diversity in appointing trustees.
C. OFFICERS
(3) There shall be the following officers of UALL:
1. Chair of the trustees
The Constitution provides that the charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. The appointment shall normally be for three years or for the duration of the person’s term of office as trustee, whichever is the shorter. The Constitution also provides that the person nominated as Chair by the charity trustees shall, if present and willing to act, preside as chair of general meetings of the membership.
2. Deputy Chair of the trustees
The Constitution provides that the charity trustees may appoint one of their number as Deputy Chair and may at any time revoke such appointment. The appointment shall normally be for three years or for the duration of the person’s term of office as trustee, whichever is the shorter. The Deputy Chair shall, if present and willing to act, preside as chair at any meeting of the trustees or general meeting of the membership at which the Chair is either not present or is unwilling to act. When chairing a meeting, the Deputy Chair shall have all the powers of the Chair.
3. Treasurer
The Treasurer shall be elected at a general meeting of the membership and shall normally serve for a period of three years and shall be eligible for election to two further such periods only. The person elected as Treasurer, if not already a Trustee, shall be elected as a Trustee. Resignation or retirement from the office of Treasurer shall be deemed to also be resignation or retirement as a Trustee, and vice versa. The duties of the Treasurer shall include managing any bank accounts as the trustees may from time to time arrange, maintaining a record of the Association’s income and expenditure, preparation of a yearly statement of account which shall be audited by the auditor, and any interim statements the trustees may request, and normally acting as one of the two signatories required for any payments. The Treasurer shall also be responsible for the keeping of accounting records, and the preparation of annual reports and returns to the Charity Commission.
4. Secretary
The Secretary shall be elected at a general meeting of the membership and shall normally serve for a period of three years and shall be eligible for election to two further such periods only. The duties of the Secretary shall include calling and giving due notice of meetings of the Trustees and General Meetings, the preparation and circulation of such papers as shall be necessary for the efficient conduct of business, taking minutes of such meetings, and acting as returning officer in any vote or election. The Secretary may, but need not, be a trustee. The Secretary, if not a Trustee, shall be entitled to attend and speak (but not to vote) at meetings of the Trustees.
Election of officers
(4) Elections to the officers of Secretary and Treasurer shall be by single transferable vote. Nominations, proposed and seconded by voting members 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.
(5) Each Institutional member shall have a single vote in any election, and shall nominate one representative to cast the vote. 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. An Institution may re-nominate an individual without limit. 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 meeting concerned.
D. COMMITTEES
The Constitution allows the Trustees to establish committees and sub-committees to which they may delegate any of their powers or functions. A committee may consist of two or more persons, but at least one member of each committee must be a charity trustee.
The Trustees have agreed that the terms of reference and membership of committees shall be recorded in these bye-laws.
(6) The Trustees may nominate a member of a committee as chair, saving which the committee shall itself nominate one of its members as chair. The period of office of chair shall be two years, renewable no more than twice.
(7) At meetings of committees and sub-committees, decisions shall be made by a majority of votes, the chair having a casting vote.
(8) The Trustees may authorise a committee to co-opt a limited number of members who are not members of the Association, or affiliated to an organisational member.
Conference Organising Committee
(9) There shall be a Conference Organising Committee, which shall be responsible for arranging the Annual Conference, including the identification of a host institution, insurance, detailed event programming, and the management of personal data of conference delegates. The committee shall have power to enter into contracts for the purchase of goods or services, and to make grants to conference delegates, subject to limits to be determined by the Trustees. Membership of the committee shall comprise two Trustees, one of whom shall act as convenor, up to three other persons to be co-opted annually by the committee from the membership, and up to two representatives of the host institution.
Standing Committee on University Teaching and Research in the Education of Adults (SCUTREA)
(10) There shall be a Standing Committee which shall be responsible for the promotion of, and support for University teaching and research in the education of adults. It will retain the activities and interests of the former Standing Conference on University Teaching and Research in the Education of Adults and operate with the structures and regulations laid out in the UALL (CIO) constitution and bye-laws. It will operate on a committee structure with at least one member of the committee serving as a UALL Trustee. Its terms of reference include:
• The promotion and support of university teaching and research in the education of adults in the UK and globally;
• Support for research and scholarship in this field
• Sponsorship of early career researchers and scholars through support to attend the annual conference
• Participation in and convening events and activities that foster development and growth in research and scholarship
• Support and endorse the annual UALL conference including, as appropriate, co-branding of the conference and publicity relating to it.
• It will meet at least 4 times a year and provide a report on its activities to the AGM and ongoing reports to meetings.
• The Committee will be Convened by two Co-Chairs, normally for a two year term. The terms will be staggered to provide continuity.
• The Committee will have the ability to form working groups of people with shared interests.
• Decision making will be done by consensus.
E. MEMBERSHIP OF THE CIO
The Constitution sets out the terms and classes of membership of the CIO.
(11) Applications for membership of the CIO must be made to the Trustees in the form prescribed.
(12) The Trustees have established the following additional categories of Informal (non-voting) membership. Admission to such membership shall be decided at a General Meeting of the CIO.
• Honorary membership: open to individuals who have made significant and sustained contributions to the promotion and advancement of lifelong learning within higher education
(13) A schedule of fees for each class of membership shall be determined annually by the Trustees and made available to all members.
F. NETWORKS
(14) The CIO may establish Networks in pursuit of its objectives, with the specific aim of bringing together practitioners and others with a professional interest in an aspect of lifelong learning. Networks may be either UALL Networks or Affiliated Networks. The number and nature of Networks shall be subject to confirmation annually at the AGM.
(15) UALL Networks shall be established by the Trustees in response to proposals from within the CIO. UALL Networks shall receive such administrative and financial support as the Trustees may from time to time determine. They may not hold personal data or monies separately from the CIO and have no authority to enter into agreements, set up websites, etc without the express approval of the Trustees. UALL Networks should be entitled to use the normal UALL channels for communication with UALL members and would constitute a full part of the CIO for data protection purposes. The Trustees may propose to a General Meeting that any UALL Network be closed down at any time. UALL Networks shall have a convenor appointed by the Trustees from amongst UALL members. The period of office of a convenor shall be three years, renewable no more than twice.
(16) Affiliated Networks will be groups independent of the CIO (but without a legal independent existence that would make Affiliated Organisation status appropriate) whose work is congruent with the objectives of UALL, and which aim to bring together practitioners and others with a professional interest in an aspect of lifelong learning. The detailed arrangements for each Affiliated Network shall be the subject of a Memorandum of Understanding between the CIO and the network’s parent body (eg the host University). This should cover inter alia the data protection policy of the parent body as it applies to the network, and contractual and financial arrangements. Affiliated Networks would not be entitled to use the normal CIO channels for communication with CIO members, and the personal data of CIO members would only be available to the Network by explicit consent of the members. Affiliation memoranda of understanding must be agreed by the Trustees and be time-limited to two years, renewable for two years at a time without limit by mutual agreement. A Network convenor, who need not be a member or representative of an institutional member, shall be proposed by the parent body for approval by the Trustees, and shall serve for such period as shall be set out in the memorandum of understanding.
(17) Each Network, whether UALL or Affiliated shall:
• be open to all CIO members (including staff of institutional members).
• keep a record of its membership and make this available to the Trustees.
• make a record of its meetings, etc and provide these in good time to the UALL Administration.
• Make a report annually or more frequently if requested on the Network’s activities to the Trustees and to the Annual General Meeting.
(18) The UALL Networks are:
• The Work and Learning Network
• The SEEC Network
• The Student Experience Network
G. AFFILIATED ORGANISATIONS
(19) Affiliated organisations are bodies independent of the CIO whose work is congruent with the objects and functions of the CIO as defined in the Constitution and for whom a formal agreement or memorandum of understanding exists which sets out the terms of a partnership with UALL
(20) Affiliation agreements must be agreed by the Trustees and be time-limited. Agreements may be renewed without limit.
H. FINANCE
(21) The Association’s financial year shall run from 1st October to 30th September.
(22) An Auditor shall be elected at the Annual General Meeting to approve the accounts each year.
I. AMENDMENTS TO BYE-LAWS
(23) Amendments to these Bye-Laws shall be made only at a general meeting of the CIO of which prior notification of at least fourteen days shall be given and shall require the approval of a simple majority of the voting members present. Amendments may also be made by unanimous resolution of the Trustees, subsequently ratified by the next Annual General Meeting.
J. STANDING ORDERS FOR GENERAL MEETINGS
(24) Resolutions to be proposed at a general meeting should normally be put in writing and must include the names of the proposer and seconder. A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
(25) If the Chair judges that an amendment to a resolution changes substantially the business of the resolution, then the amendment may be refused.
(26) Motions shall be taken in the following order:
i. a motion for the suspension of Bye-Laws. In this case each member shall have the right to speak once only to the motion for suspension.
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.
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