Search ULU.co.uk

Search for your holiday...

Date
To
Adults
From

Advertise

Want to advertise through our media?

University of London Union has various student marketing and student advertising tools that can promote your services direct to our students. For all our student

marketing & advertising opportunities click the media pack button.

ULU Home > Your ULU > Governance and Senate > ULU Constitution - July 2010

To download a full version of the constitution, click on the icon:

Name, Objects and Powers

This section describes the organisation, its purpose, the activities it can engage in and the boundaries of its work. It describes what happens if the organisation was to be dissolved and how the constitution can be amended.

Membership

This section describes who the members of the students’ union are.

Referenda

This section describes how a referendum may be called.

General Meetings

This section described how general meetings are called and what business will take place within them.

Trustees

This section describes who the trustees are, how they are appointed, how they can be removed and their powers.

The Executive Committee

This section describes who comprises the Executive Committee, how they are appointed, how they can be removed and their powers.

Proceedings of the Trustees

This section lays out how trustee meetings will be called and run and how trustees can make decisions.

ULU Senate

This section deals with the powers and responsibilities of ULU Senate.

General

This section deals with miscellaneous questions and a table of definitions and interpretations.

BACKGROUND

A. The University of London Union (the “Union”) is a students’ union within the meaning of the Education Act 1994. The Union is devoted to the educational interests and welfare of its Members.

B. The Union will seek at all times to:

(i) ensure that the diversity of its membership is recognised and that equal access is available to all Members of whatever origin or orientation;

(ii) pursue its aims and objectives independent of any political party or religious group; and

(iii) pursue equal opportunities by taking positive action within the law to facilitate participation of groups discriminated against by society.

C. This Constitution has been structured to give the Board of Trustees reasonable authority to manage the affairs of the Union in a professional manner. The Members enjoy the right, which must be exercised in accordance with charity law, to elect a proportion of the Trustees and to dismiss all of the Trustees. The Board of Trustees will give the utmost consideration to the views of Members.

D. Under the Education Act 1994, The University of London has a statutory duty to ensure that the Union operates in a fair and democratic manner and is held to proper account for its finances. The Union therefore works alongside The University of London in ensuring that the affairs of the Union are properly conducted and that the educational and welfare needs of the Union’s Members are met.

Definitions and Interpretation

1. The meanings of any defined terms used in this Constitution are set out in Clause 116. If any dispute arises in relation to the interpretation of this Constitution or any of the Regulations, it shall be resolved by the President.

Name

2. There shall be a students’ union in the name of The University of London Union (and in this Constitution it is called “the Union”).

Objects

3. The Union’s objects are the advancement of education of Students at The University of London for the public benefit by:

3.1 promoting the interests and welfare of Students at The University of London during their course of study and representing, supporting and advising Students;

3.2 being the recognised representative channel between Students and The University of London and any other external bodies; and

3.3 providing social, cultural, sporting and recreational activities and forums for discussions and debate for the personal development of its Students.

Powers

4. To further its objects, but not to further any other purpose, the Union may:

4.1 provide services and facilities for Members;

4.2 establish, support, promote and operate a network of student activities for Members;

4.3 support any RAG or similar fundraising activities carried out by its Members for charitable causes, including the provision of administrative support, banking facilities and acting as a holding trustee of any funds raised;

4.4 alone or with other organisations:

4.4.1 carry out campaigning activities;

4.4.2 seek to influence public opinion; and

4.4.3 make representations to and seek to influence governmental and other bodies and institutions regarding the reform, development and implementation of appropriate policies, legislation and regulations provided that all such activities shall be confined to the activities which an English and Welsh charity may properly undertake and provided that the Union complies with the Education Act and any guidance published by the Charity Commission;

4.5 write, make, commission, print, publish or distribute materials or information or assist in these activities;

4.6 promote, initiate, develop or carry out education and training and arrange, provide or assist with exhibitions, lectures, meetings, seminars, displays or classes;

4.7 promote, encourage, carry out or commission research, surveys, studies or other work and publish the useful results;

4.8 provide or appoint others to provide advice, guidance, representation and advocacy;

4.9 co-operate with other charities and bodies and exchange information and advice with them;

4.10 become a member, affiliate or associate of other charities and bodies;

4.11 support, set up or amalgamate with other charities with objects identical or similar to the Union’s objects, and act as or appoint trustees, agents, nominees or delegates to control and manage such charities;

4.12 purchase or acquire all or any of the property, assets, liabilities and engagements of any charity with objects similar to the Union’s objects;

4.13 incorporate and transfer all its assets to a charitable limited liability legal entity, and dissolve at any time following such incorporation and transfer if the Trustees consider it appropriate to do so, subject to the approval of the University;

4.14 raise funds and invite and receive contributions from any person provided that the Union shall not carry out any taxable trading activities in raising funds;

4.15 borrow and raise money on such terms and security as the Union may think suitable (but only in accordance with the restrictions imposed by the Charities Act 1993);

4.16 purchase, lease, hire or receive property of any kind including land, buildings and equipment and maintain and equip it for use;

4.17 sell, manage, lease, mortgage, exchange, dispose of or deal with all or any of its property (but only in accordance with the restrictions imposed by the Charities Act 1993);

4.18 make grants or loans of money and give guarantees;

4.19 set aside funds for special purposes or as reserves against future expenditure;

4.20 invest and deal with the Union’s money not immediately required for its objects in or upon any investments, securities, or property;

4.21 delegate the management of investments to an appropriately experienced and qualified financial expert provided that:

4.21.1 the investment policy is set down in writing for the financial expert by the Trustees;

4.21.2 every transaction is reported promptly to the Trustees;

4.21.3 the performance of the investment is reviewed regularly by the Trustees;

4.21.4 the Trustees are entitled to cancel the delegation at any time;

4.21.5 the investment policy and the delegation arrangements are reviewed at least once a year;

4.21.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt; and

4.21.7 the financial expert may not do anything outside the powers of the Trustees;

4.22 arrange for investments or other property of the Union to be held in the name of a nominee (being a company or a limited liability partnership registered or having an established place of business in England and Wales) under the control of the Trustees or a financial expert acting under their instructions and to pay any reasonable fee required;

4.23 lend money and give credit to, take security for such loans or credit from, and guarantee or give security for the performance of contracts by, any person or company;

4.24 open and operate banking accounts and other facilities for banking and draw, accept, endorse, negotiate, discount, issue or execute negotiable instruments such as promissory notes or bills of exchange;

4.25 trade in the course of carrying out any of its objects;

4.26 establish or acquire subsidiary companies to carry on any taxable trade;

4.27 subject to Clause 5 (Limitation on private benefits), employ and pay employees and professionals or other advisors;

4.28 grant pensions and retirement benefits to employees of the Union and to their dependants and subscribe to funds or schemes for providing pensions and retirement benefits for employees of the Union and their dependants;

4.29 pay out of the funds of the Union the cost of any premium in respect of any indemnity insurance to cover the liability of the Trustees (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Union provided that no such insurance shall extend to:

4.29.1 any claim arising from any liability incurred by the Trustees to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising);

4.29.2 any liability incurred by the Trustees in defending any criminal proceedings in which the Trustees are convicted of an offence arising out of any fraud or dishonesty, or wilful or reckless misconduct; or

4.29.3 any liability incurred by the Trustees to the Union that arises out of any conduct which the Trustees knew (or must reasonably be assumed to have known) was not in the interests of the Union or in the case of which they did not care whether it was in the best interests of the Union or not; and

4.30 do all such other lawful things as shall further the Union’s objects.

5. Limitation on private benefits

5.1 The income and property of the Union shall be applied solely towards the promotion of its objects.

5.2 Except as provided below no part of the income and property of the Union may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Member of the Union. This shall not prevent any payment in good faith by the Union of:

5.2.1 any payments made to any Member in their capacity as a beneficiary of the Union;

5.2.2 reasonable and proper remuneration to any Member for any goods or services supplied to the Union provided that if such Member is a Trustee Clause 5.3 shall apply;

5.2.3 interest on money lent by any Member to the Union at a reasonable and proper rate; and

5.2.4 any reasonable and proper rent for premises let by any Member to the Union.

5.3 Except as provided below no Trustee may: sell goods, services or any interest in land to the Union; be employed by, or receive any remuneration from, the Union; or receive any other financial benefit from the Union. This shall not prevent any payment in good faith by the Union of:

5.3.1 any payments made to any Trustee or Connected Person in their capacity as a beneficiary of the Union;

5.3.2 reasonable and proper out of pocket expenses of the Trustees;

5.3.3 reasonable and proper remuneration to any Sabbatical Trustee or Connected Person for any goods or services supplied to the Union on the instructions of the Trustees provided that:

(a) for the avoidance of doubt, the authorisation under this provision shall extend to the remuneration of Sabbatical Trustees and Connected Persons under contracts of employment with the Union;

(b) subject to Clause 5.3.3(a), the authorisation under this provision shall not extend to the service of acting as Trustee;

(c) if the person being remunerated is a Trustee the procedure described in Clause 96 (Conflicts of Interest) must be followed in considering the appointment of the Trustee and in relation to any other decisions regarding the remuneration authorised by this provision;

(d) if the person being remunerated is a Connected Person the procedure described in Clause 96 (Conflicts of Interest) must be followed by the relevant Trustee in relation to any decisions regarding such Connected Person;

(e) subject to Clause 5.5, this provision may not apply to more than half of the Trustees in any financial year (and for these purposes such provision shall be treated as applying to a Trustee if it applies to a person who is a Connected Person in relation to that Trustee); and

(f) at all times the provisions of the Education Act are complied with;

5.3.4 interest on money lent by any Trustee or Connected Person to the Union at a reasonable and proper rate;

5.3.5 any reasonable and proper rent for premises let by any Trustee or Connected Person to the Union;

5.3.6 reasonable and proper premiums in respect of indemnity insurance effected in accordance with Clause 4.29;

5.3.7 any payments made to any Trustee or officer under the indemnity provisions set out at Clause 114; and

5.3.8 any payments authorised in writing by the Charity Commission.

5.4 For any transaction authorised by Clause 5.3, the Trustee’s duty (arising under the Companies Act 2006) to avoid a conflict of interest with the Union shall be disapplied provided the relevant provisions of Clause 5.3 have been complied with.

5.5 Where a vacancy arises on the Board of Trustees with the result that Clause 5.3.3 applies to more than half of the Trustees, the Union may continue to pay remuneration to its Sabbatical Trustees and any Connected Persons receiving remuneration in accordance with Clause 5.3.3 provided that the Union uses all reasonable endeavours to fill the vacancy as soon as possible.

Incorporation

6. Subject to the prior approval of the University, the Members at ULU Senate or by Referendum may authorise the Trustees to transfer the assets and liabilities of the Union to a limited liability entity established for exclusively charitable purposes with the same or similar objects, and to dissolve the Union at any time following the transfer if it is considered appropriate to do so.

Dissolution

7. If any property remains after the Union has been wound up or dissolved and all debts and liabilities have been satisfied, it shall not be paid to or distributed among the Members of the Union. It shall instead be given or transferred to some other charitable institution or institutions having similar objects to those of the Union and which prohibits the distribution of its or their income and property among its or their members to an extent at least as great as this Constitution imposes upon the Union. The institution or institutions which are to benefit shall be chosen by the Trustees of the Union at or before the time of winding up or dissolution.

Amendments to the Constitution

8. The Trustees and The University of London shall review this Constitution every five years, with effect from the date that this Constitution comes into effect.

9. No amendment of this Constitution shall be made which would have the effect of the Union ceasing to have charitable status.

10. Clause 3 (Objects) and Clause 5 (Limitation on private benefits) may not be amended without the prior written consent of the Charity Commission.

11. Save where the amendment to the Constitution is a consequential amendment due to a change in the Regulations (for example, the number or heading names of Clauses), the Constitution may be amended by:

11.1 a resolution passed at ULU Senate by at least two thirds of those present and voting; or

11.2 a resolution passed by a two thirds majority of the Members voting in a Referendum provided that at least 1.5% of the membership or 1800 members, whichever is lower, cast a vote in the Referendum.

provided that The University of London approves the amendments (as required for the purposes of compliance with Section 22 of the Education Act).

MEMBERSHIP

Members

12. The Members of the Union shall be as follows:

12.1 each and every internally registered Student of the University (as defined in the Ordinances of the University) who has not opted out by notifying The University of London of his or her wish not to be a Member of the Union;

12.2 persons to whom the University has accorded the status of student (under the Ordinances of the University); and

12.3 the Sabbatical Trustees of the Union.

13. Membership shall not be transferable and shall cease on death. A Member shall automatically cease to be a Member of the Union if:

13.1 he or she ceases to be a Student;

13.2 he or she ceases to be a Sabbatical Trustee;

13.3 he or she opts out of membership by giving written notice to the Union in accordance with the Regulations; or

13.4 in the case of Members other than the Sabbatical Trustees, a resolution is passed at a meeting of the Trustees at which at least half of the Trustees are present resolving that the Member be expelled on the ground that his or her continued membership is harmful to or is likely to become harmful to the interests of the Union. Such a resolution shall not be passed unless the Member has been given at least 14 clear days’ notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Trustees. Any Member expelled in such a way shall have the rights to appeal as outlined in the Regulations.

14. The Trustees may only refuse an application for honorary life, associate or affiliate membership if:

(a) acting reasonably and properly, they consider it to be in the best interests of the Union to refuse the application.

(b) they inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

(c) they consider any written representations the applicant may make about the decision. The Trustees’ decision following any written representations must be notified to the applicant in writing but shall be final.

15. Members’ details shall be entered in a register of Members.

16. Members of the Union shall be entitled to the benefits set out in the Code of Practice.

Honorary Life Members

17. Honorary Life membership of the Union is open to full members (past and present) who have been nominated by ULU Senate on the recommendation of the Laurels Committee.

18. Honorary Life members shall not be Members for the purposes of this Constitution and shall not be entitled to vote on any matter.

Associate Members

19. Associate membership shall be open to the following categories of person upon payment of the appropriate fee as determined by the Trustees:

(a) graduates of the University (Graduate Associate members); and

(b) employees of the University, its colleges and institutes (Staff Associate members).

20. Associate members shall not be Members for the purposes of this Constitution and shall not be entitled to vote on any matter.

Affiliate Members

21. Affiliate membership shall be open to the following categories of person upon payment of the appropriate fee as determined by the Trustees:

(a) external, extra-mural and other categories of student designated under the Ordinances of the University who are registered for a degree or other award of the University;

(b) students who are members of professional institutes of Higher and Further Education in the United Kingdom; and

22. Associate members shall not be Members for the purposes of this Constitution and shall not be entitled to vote on any matter.

REFERENDA

23. A Referendum may be called on any issue by:

23.1 a resolution of the Trustees;

23.2 a majority vote of ULU Senate; or

23.3 a Secure Petition signed by at least 250 Members, including a minimum of five students from each of five constituent colleges.

24. Subject to Clause 11.22, a resolution may only be passed by Referendum if at least 1.5% of the membership or 1800 members, whichever is lower, cast a vote in the Referendum and a simple majority of the votes cast are in favour of the resolution.

25. Referenda shall be conducted in accordance with this Constitution and the Regulations.

26. Subject to Clause 68, the Members may set Policy by Referenda. Policy set by Referenda may overturn Policy set either by the Members in general meeting or by ULU Senate.

GENERAL MEETINGS

Annual General Meeting

27. The Union shall hold an annual general meeting once in each calendar year. Not more than 18 months shall pass between the date of one annual general meeting and the next. The annual general meeting shall be held at such time and place as the Trustees shall think suitable to allow the maximum number of Members to attend.

Other General Meetings

28. The Trustees may call a general meeting at any time. The Trustees shall call a general meeting on receiving a requisition to that effect signed by at least 250 Members, including a minimum of five students from each of five constituent colleges, each having the right to attend and vote at general meetings.

Location of Meetings

29. Annual and general meetings will be carried out at one single venue.

Length of Notice

30. A general meeting shall be called by at least 21 clear days’ written notice.

Contents of Notice

31. Every notice calling a general meeting shall specify the place, day and time of the meeting and the general nature of the business to be transacted. If the meeting is an annual general meeting, the notice must say so and the business to be transacted shall include:

31.1 ratification of minutes of previous AGM;

31.2 receiving the report of the Trustees on the Union’s activities since the previous AGM;

31.3 receiving the accounts of the Union for the previous financial year;

31.4 appointment of the auditors;

31.5 approving the list of affiliations of the Union; and

31.6 open questions to the Trustees by the Members.

Service of Notice

32. Notice of general meetings shall be made available to every Member and to the Trustees and any patron of the Union.

Quorum

33. No business shall be transacted at any general meeting unless a quorum is present. 250 persons entitled to vote upon the business to be transacted, each being a Member (but excluding Trustees), shall be the quorum, including a minimum of five students from each of seven constituent colleges.

34. If such a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Trustees may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum. Any items of business passed at such a general meeting shall be submitted to the next meeting of ULU Senate for ratification.

Chair

35. The ULU President or in his or her absence the ULU Senate Chair shall preside as chair of the meeting. In the absence of the chair of ULU Senate and the ULU President, the Members present and entitled to vote shall choose one of their number to be chair.

Attendance

36. Any Member of the Union as defined in this Constitution may attend a general meeting. A Trustee may, even if not a Member, attend and speak at any general meeting.

Adjournment

37. 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 from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

Votes of Members at General Meetings

38. Every Member, except Honorary, Associate and Affiliate members, has the right to vote at a general meeting. A resolution put to the vote of a general meeting shall be decided on a show of hands, and every Member shall have one vote.

39. Every resolution put to the vote of a general meeting shall be decided by a simple majority of the votes cast unless this Constitution provides otherwise.

TRUSTEES

Appointment of Trustees

40. The Trustees shall be made up of the following persons:

40.1 not more than four Sabbatical Trustees, elected in accordance with Clause 41;

40.2 not more than four Student Trustees, elected in accordance with Clause 46;

40.3 not more than three External Trustees, appointed in accordance with Clause 50; and

40.4 not more than one Heads of Colleges Trustee, appointed in accordance with Clause 53.

Sabbatical Trustees

41. Up to 4 Sabbatical Trustees shall be elected by secret ballot by the Members of the Union at an election to be held in accordance with the Regulations. The Sabbatical Trustees shall be elected to posts set out in the Regulations.

42. The Sabbatical Trustees shall remain in office for a term of one year commencing in accordance with the Regulations. The term of office may be shorter or longer on a transitional basis to coincide with an alteration of the year start or end. Subject to a transitional change in the year of office, a Sabbatical Trustee may be re-elected for a maximum further term of one year by the Members of the Union at an election to be held in accordance with the Regulations. For the avoidance of doubt, a Sabbatical Trustee’s terms of office may be either consecutive or non-consecutive.

43. Each Sabbatical Trustee must be a Student or a Sabbatical Trustee at the time of his or her election. A Sabbatical Trustee shall become a Member of the Union on commencement of his or her appointment or re-appointment as a Sabbatical Trustee. Such membership shall cease when the Sabbatical Trustee ceases to be a Sabbatical Trustee.

44. The Sabbatical Trustees shall be deemed to be “major union office holders” for the purposes of Section 22 of the Education Act 1994.

45. At the same time as commencing the term of office as a Trustee, the Sabbatical Trustee will enter into a contract of employment with the Union for a term to be determined by this Constitution. The duties and method of remuneration of each Sabbatical Trustee shall be as set out in the Regulations.

Student Trustees

46. Subject to Clause 47 below, up to 4 Student Trustees shall be elected by secret ballot by the Members at an election to be held in accordance with the Regulations.

47. Each Student Trustee must be a Student at the time of his or her election (and shall continue to be a Student for the duration of his or her term as a Student Trustee).

48. Student Trustees shall remain in office for a term of one year commencing in accordance with the Regulations. The term of office may be shorter or longer on a transitional basis to coincide with the alteration of the year start or end.

49. A Student Trustee may serve a maximum of two consecutive terms.

External Trustees

50. Up to three External Trustees shall be appointed by a simple majority vote of the Appointments Committee provided that the appointment of each External Trustee is ratified by a two thirds majority vote of ULU Senate. For the avoidance of doubt, such appointments shall not take effect until ratified by ULU Senate.

51. Unless their appointment is terminated in accordance with Clauses 56 to 60, External Trustees shall remain in office for a term of up to three years commencing in accordance with the Regulations.

52. External Trustees may serve for a maximum of three terms which may be either consecutive or non-consecutive.

Heads of Colleges Trustee

53. Up to one Heads of Colleges Trustee shall be appointed by The University Heads of College provided that the appointment of the Heads of Colleges Trustee is ratified by a two thirds majority vote of ULU Senate. For the avoidance of doubt, such appointments shall not take effect until ratified by ULU Senate.

54. Unless their appointment is terminated in accordance with Clauses 56 to 60, the Heads of Colleges Trustee shall remain in office for a term of up to three years commencing in accordance with the Regulations.

55. The Heads of Colleges Trustee may serve a maximum of three terms which may either be consecutive or non-consecutive.

Disqualification, Resignation and Removal of Trustees

56. The office of a Trustee shall be vacated if:

56.1 he or she becomes prohibited by law from being a charity trustee;

56.2 in the case of a Sabbatical Trustee, he or she ceases to be an employee of the Union;

56.3 in the case of a Student Trustee, he or she ceases to be a Student;

56.4 he or she resigns by notice to the Union (but only if at least four Trustees will remain in office when the notice of resignation is to take effect);

56.5 the Trustees reasonably believe he or she is suffering from a mental or physical disorder and is incapable of acting as a trustee and they resolve that he or she be removed from office;

56.6 he or she fails to attend three consecutive meetings of the Trustees and in the opinion of the Trustees there are no mitigating circumstances for that failure and the Trustees therefore resolve that he or she be removed for this reason; or

56.7 he or she is removed from office under Clauses 57 to 60.

Removal of Trustees by the Members or ULU Senate

57. The office of a Trustee shall be vacated if:

57.1 a motion of no confidence in the Trustee is passed by a simple majority of the Members voting in a Referendum, provided that at least 1.5 % of the membership or 1800 Members, whichever is lowest, cast a vote in the Referendum. Such a motion shall only be triggered by a Secure Petition of no confidence signed by at least 250 Members, including a minimum of five students from each of five constituent colleges; or

57.2 a motion of no confidence in the Trustee is passed by a two thirds majority in a vote of ULU Senate.

Removal of Trustees by the Board

58. The office of External Trustee or Heads of Colleges Trustee shall be vacated if a majority resolution of no confidence is passed by the Trustees. For the avoidance of doubt, the Trustee concerned and any Trustee who has a conflict of interest in relation to the matter shall not vote on this resolution and the quorum shall be adjusted in accordance with Clause 89

Rights of Removed Trustee

59. A resolution to remove a Trustee in accordance with Clause 58 shall not be passed unless the Trustee concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been afforded a reasonable opportunity of being heard by or making written representations to the Trustees.

60. A Trustee removed from office in accordance with Clause 58 shall be entitled to appeal the decision to remove him or her to an Appeals Panel within 14 days of the resolution. The Appeals Panel shall be made up of a nominee of the University of London, one independent person and a chief executive/general manager and officer of another students’ union. The independent person shall be a Member who is not a Trustee or a member of ULU Senate. The selection of the members of the Appeals Panel and its procedures shall be set out in the Regulations. The Union may consult with NUS and/or other relevant organisations in relation to the appeals process and in particular the appointment of independent persons to the Appeals Panel.

Replacement of Trustees

61. If a Sabbatical Trustee resigns, is disqualified or removed from office at any time prior to the commencement of the Academic Year, the vacancy that results on the board of Trustees shall be filled in accordance with the Regulations.

62. If a Sabbatical Trustee resigns, is disqualified or removed from office after the commencement of the Academic Year the vacancy shall be filled in accordance with the Regulations. Any person elected under this Clause may be required to assume the responsibilities of the Sabbatical Trustee.

63. If a Student Trustee resigns, is disqualified or removed from office, a Student Trustee may be elected to the vacancy in accordance with Clause 46 or by ULU Senate in accordance with the regulations.

64. If an External Trustee or Heads of Colleges Trustee resigns, is disqualified or removed from office, an External Trustee or a Heads of Colleges Trustee (as appropriate) shall be appointed to the vacancy in accordance with Clause 50 or 53 respectively.

Powers of the Trustees

65. The Board of Trustees shall be responsible for the management and administration of the Union and (subject to the Education Act, this Constitution and the Regulations) may exercise all the powers of the Union. A meeting of the Trustees at which a quorum is present may exercise all powers exercisable by the Trustees.

66. No alteration of this Constitution or the Regulations shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made.

67. The Board’s powers under Clause 65 shall include but not be limited to responsibility for:

67.1 the governance of the Union;

67.2 the budget of the Union; and

67.3 the strategy of the Union.

68. The Board of Trustees may override any decision and Policy made by the Members in a general meeting or Referendum or by ULU Senate which the Trustees consider (in their absolute discretion):

68.1 has or may have adverse financial implications for the Union;

68.2 is or may be in breach of, contrary to or otherwise inconsistent with charity or education law or any other legal requirements (including ultra vires);

68.3 is not or may not be in accordance with the Union’s charitable objects; or

68.4 will or may otherwise adversely affect the discharge of any or all of the responsibilities referred to in Clause 67.

69. The continuing Trustees or a sole continuing Trustee may act notwithstanding any vacancies in their number. However, if and so long as the number of Trustees is less than the number fixed as the quorum in Clause 89, the Trustees may only act to increase the number of Trustees (including by arranging an election) so that there is a quorum.

70. All acts done by a meeting of Trustees, or of a committee of the Trustees, shall be valid, even if it is later discovered that any Trustee who participated in the vote:

70.1 was not properly appointed;

70.2 was disqualified from holding office;

70.3 had vacated office; or

70.4 was not entitled to vote.

Delegation of Trustees’ powers

71. The Trustees may, by power of attorney or otherwise, appoint any person to be the agent of the Union for such purposes and on such conditions as they determine.

72. The Trustees may delegate any of their powers or functions to any committee or the implementation of any of their resolutions and day-to-day management of the affairs of the Union to any person or committee in accordance with the conditions set out in this Constitution.

Delegation to committees

73. In the case of delegation to committees:

73.1 the resolution making that delegation shall specify those who shall serve or be asked to serve on such committee (though the resolution may allow the committee to make co-options up to a specified number);

73.2 subject to Clause 76, the composition of any such committee shall be entirely in the discretion of the Trustees and may comprise such of their number (if any) as the resolution may specify;

73.3 the deliberations of any such committee shall be reported regularly to the Trustees and any resolution passed or decision taken by any such committee shall be reported forthwith to the Trustees and for that purpose every committee shall appoint a secretary;

73.4 all delegations under this Clause shall be revocable at any time; and

73.5 the Trustees may make such regulations and impose such terms and conditions and give such mandates to any such committee or committees as they may from time to time think fit.

74. The Trustees shall establish the following committees (which is a non-exhaustive list) in accordance with their powers under Clauses 72 and 73:

74.1 Executive Committee (as further described in Clause 78);

74.2 Appointments Committee, which shall have power inter alia to:

74.2.1 conduct a search for External Trustees and recommend suitable candidates for appointment as Trustees; and

74.2.2 seek candidates for the post of Returning Officer who shall be appointed in accordance with clause 100.6.

74.3 Student Activities Committee, which shall have power inter alia to:

74.3.1 regulate the Union’s student activities;

74.3.2 ensure compliance of the Union’s student activities with this constitution and with University Ordinances;

74.3.3 discuss and formulate policy in furtherance of student activities;

74.3.4 represent the Union’s student activities to ULU Senate;

74.3.5 formulate and implement Health and Safety regulations and policy among the Union’s student activities;

74.3.6 promote student development in extra-curricular student activities throughout the University; and

74.3.7 promote and facilitate intercollegiate student activities.

74.4 Laurels Committee which shall have power to institute and regulate the award of Laurels and Honorary Life membership of the Union; and

74.5 Standards and Ethics Committee which shall have power inter alia to:

74.5.1 ensure that appropriate standards of conduct and behaviour are observed by Trustees;

74.5.2 recommend regulations to maintain standards of conduct;

74.5.3 investigate complaints about the performance and behaviour of Trustees; and

74.5.4 instigate disciplinary processes as necessary.

Delegation of day-to-day management powers to General Manager

75. In the case of delegation of the day-to-day management of the Union to the General Manager:

75.1 the delegated power shall be to manage the Union by implementing the policy and strategy adopted by and within a budget approved by the Trustees and if applicable to advise the Trustees in relation to such policy, strategy and budget;

75.2 the Trustees shall provide the General Manager with a description of his or her role and the extent of his or her authority;

75.3 the General Manager shall report regularly to the Trustees on the activities undertaken in managing the Union and provide them regularly with management accounts sufficient to explain the financial position of the Union; and

75.4 the Trustees shall provide the General Manager with a performance management structure to aid his or her work plan and development.

Bank Account

76. For the avoidance of doubt, the Trustees may (in accordance with Clauses 72 and 73) delegate all financial matters to any committee provided that such committee shall include at least one Trustee. The Trustees may empower such committee to resolve upon the operation of any bank account according to such mandate as it shall think fit provided that the signature of at least one Trustee shall be required for cheques above a certain amount as set out in the Regulations and provided always that no committee shall incur expenditure on behalf of the Union except in accordance with a budget which has been approved by the Trustees.

Proceedings of Committees

77. The meetings and proceedings of any committee shall be governed by the provisions of this Constitution regulating the meetings and proceedings of the Trustees so far as the same are applicable and are not superseded by any Regulations made by the Trustees and ULU Senate.

THE EXECUTIVE COMITTEE

78. Unless the Trustees determine otherwise, the Executive Committee shall include:

78.1 the Sabbatical Trustees.

79. The Executive Committee shall meet in accordance with the Regulations. The Executive Committee’s responsibility shall not include the duties of the Trustees as set out in Clause 65 but shall include representation and campaigning work and the implementation of Policy save in so far as these responsibilities have not been delegated to another committee.

80. The General Manager and the Union’s senior management team may attend meetings of the Executive Committee at the request of the Executive Committee.

Regulations

81. The Trustees and the ULU Senate shall have the power from time to time to jointly make, repeal or amend Regulations as to the management of the Union and its working practices provided that such Regulations shall not be inconsistent with this Constitution.

PROCEEDINGS OF THE TRUSTEES

82. Subject to the provisions of this Constitution and the Regulations, the Trustees may regulate their proceedings as they think fit.

Trustees’ meetings

83. The Trustees shall hold a minimum of six meetings in any Academic Year.

84. Two Trustees may, and the General Manager at the request of two Trustees shall, call a meeting of the Trustees.

85. Guests or observers can attend meetings of the Trustees at the discretion of the Chair.

Length of notice

86. A Trustees’ meeting shall be called by at least seven clear days’ notice unless either:

86.1 all the Trustees agree to shorter notice; or

86.2 urgent circumstances require shorter notice.

Contents of notice

87. Every notice calling a Trustees’ meeting shall specify the place, day and time of the meeting and the general particulars of all business to be considered at such meeting.

Service of notice

88. Notice of Trustees’ meetings shall be sent to each Trustee by electronic communication or by post.

Quorum

89. The quorum for Trustees’ meetings shall be 50% of the total number of Trustees provided that at least 50% of the quorum consists of the Sabbatical and Student Trustees. Where the resolution or issue under discussion concerns a matter in respect of which some or all of the Trustees have a conflict of interest, the quorum shall be five.

Chair and Deputy Chair

90. The President shall be the Chair of the Trustees.

91. The Trustees shall appoint a Trustee to be Deputy Chair of the Trustees and may at any time remove him or her from office. The role of the Deputy Chair will be to support the Chair.

92. In the absence of the Chair and the Deputy Chair, another Trustee appointed by the Trustees present shall preside as chair of the meeting.

Decision making by Trustees at meetings

93. Questions arising at a meeting shall be decided by a simple majority of votes. In the case of an equality of votes, the Chair shall be entitled to a casting vote in addition to any other vote he or she may have.

Virtual meetings

94. A Trustees’ meeting may be held by telephone or by televisual or other electronic or virtual means agreed by resolution of the Trustees in which all participants may communicate simultaneously with all other participants.

Majority decisions without Trustees’ meeting

95. The Trustees may, in the circumstances outlined in this Clause, make a two thirds majority decision without holding a Trustees’ meeting.

95.1 If:

95.1.1 a Trustee has become aware of a matter on which the Trustees need to take a decision;

95.1.2 that Trustee has taken all reasonable steps to make all the other Trustees aware of the matter and the decision;

95.1.3 the Trustees have had a reasonable opportunity to communicate their views on the matter and the decision to each other; and

95.1.4 a two thirds majority of the Trustees vote in favour of a particular decision on that matter A decision of the Trustees may be taken by majority and shall be as valid and effectual as if it had been taken at a Trustees’ meeting duly convened and held.

95.2 Trustees participating in the taking of a majority decision otherwise than at a Trustees’ meeting in accordance with this Clause:

95.2.1 may be in different places, and may participate at different times; and

95.2.2 may communicate with each other by any means.

95.3 No decision shall be taken by the Trustees in accordance with this Clause unless a quorum participates in the decision-making process. The quorum for Trustees’ decision-making in accordance with this Clause shall be the same as the quorum for Trustees’ meetings as set out in Clause 89.

95.4 The Chair or such other Trustee as shall be appointed by the Trustees shall be the chair of the process of decision-making in accordance with this Clause. The process shall include:

95.4.1 circulation of the proposed decision with an indication of the time period for discussion and the date by which Trustees are asked to cast their votes;

95.4.2 the nomination of a person to whom all Trustees’ votes must be communicated;

95.4.3 if a majority of the Trustees votes in favour of the decision, the nominated person shall communicate the decision to all the Trustees and the date of the decision shall be the date of the communication from the nominated person confirming formal approval; and

95.4.4 the nominated person must prepare a minute of the decision in accordance with Article 106.

95.5 In the case of an equality of votes in any decision-making process in accordance with this Clause, the chair shall be entitled to a casting vote in addition to any other vote he or she may have but this does not apply if, in accordance with the Articles, the chair or specified Trustee is not to be counted as participating in the decision-making process for quorum, voting or agreement purposes.

Conflicts of Interest

96. Whenever a matter is to be discussed at a meeting or decided in accordance with Clause 95 and a Trustee has a Personal Interest in respect of that matter then he or she must:

96.1 declare his or her interest to the Trustees;

96.2 remain only for such part of the meeting as in the view of the other Trustees is necessary to inform the debate;

96.3 not be counted in the quorum for that part of the meeting or decision-making process; and

96.4 withdraw during the vote and have no vote on the matter.

97. If any question arises as to whether a Trustee has a Personal Interest, the question shall be decided by a simple majority decision of the other Trustees.

98. In particular, Clause 96 shall apply to any matter that may directly or indirectly relate to the position of a Sabbatical Trustee who is or is to be remunerated as an employee by the Union.

ULU SENATE

99. membership of ULU Senate shall be as follows:

(a) the Sabbatical Trustees.

(b) the Editor of London Student who shall have been elected by secret ballot of members of the Union but who shall not have a vote.

(c) the duly elected representatives of the constituent college unions who shall have been elected by secret ballot of their respective union’s members. College unions shall be entitled to send one representative each. This delegate must be a Senior Officer of that union, such as a trustee of the union or a sabbatical officer or other officer elected by cross campus ballot and with an overall responsibility for the affairs of that Union.

(d) the Returning Officer appointed in accordance with Clause 100.6; and

(e) such other persons who shall have been elected to ULU Senate who must be full Members as defined in Clause 12.

100. ULU Senate shall have the authority to:

100.1 represent the voice of the Students;

100.2 subject to Clause 68, set the Policy of the Union and refer Policy to Referenda of the Members (in accordance with the Regulations);

100.3 make, repeal and amend the Regulations jointly with the Trustees in accordance with Clause 81;

100.4 in the event that a vacancy arises among the Student Trustees, appoint up to four Student Trustees as outlined in Clause 46;

100.5 elect a chair;

100.6 appoint a Returning Officer from amongst the non-student members of the University to supervise the proper conduct of the elections of the Officers of the Union;

100.7 scrutinise the Trustees in accordance with Regulations made from time to time provided that no such recommendation or scrutiny conflicts with recommendations of the Standards and Ethics Standing Committee;

100.8 receive regular reports from the Trustees;

100.9 campaign on issues affecting members;

100.10 affiliate with external organisations subject to the provisions of the Education Act 1994; and

100.11 nominate full members for co-option to committees created in accordance with clause 74.

101. The quorum for any meeting of ULU Senate shall be 50% of the members of ULU Senate as defined in sub-clauses 99.(a), 99. (b) and 99.(c)

102. In relation to meetings of ULU Senate:

102.1 notice of all ULU Senate meetings shall be sent, in writing, to all members of ULU Senate, at least 21 days prior to the meeting;

102.2 the notice shall state the time, date and place of the meeting and the closing date for proposals;

102.3 the dates of meetings shall normally be in accordance with a timetable approved annually by ULU Senate, normally at the first meeting of each academic year;

102.4 notice of any extraordinary or emergency ULU Senate meeting shall be sent in writing to all members 7 days before the meeting, stating the time, date, location and the reason for the meeting being called.

103. At all meetings of ULU Senate:

103.1 each member as defined in sub-clauses 99.(a) and 99.(c) shall have one vote except the Chair of ULU Senate who shall only have a casting vote (except in the case of a secret ballot, where there shall be no casting vote) to be used when the vote is equally divided;

103.2 voting shall be by show of hands except where Regulations state otherwise;

103.3 any proposal, amendment or procedural motion shall be declared carried or defeated according to the majority of votes recorded unless expressly provided to the contrary elsewhere;

103.4 the number of votes for, against, and the abstentions, shall be announced and recorded in the minutes;

103.5 a vote of the meeting may be challenged by a minimum of five ULU Senate members as defined in sub-clauses 99.(a) and 99.(c) and a re-vote shall be taken without any further debate.

104. No Member may hold more than one seat on ULU Senate at any one time.

GENERAL

Irregularities

105. The proceedings at any meeting or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or by reason of any business being considered which is not specified in the notice.

Minutes

106. The Trustees shall keep minutes of:

106.1 all proceedings at general meetings of the Union and of meetings of the Trustees, and of committees of Trustees, including the names of the Trustees present at each such meeting; and

106.2 all resolutions of the Members and of the Trustees,

and any such minute, if purported to be signed by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall, as against any Member or Trustee of the Union, be sufficient evidence of the proceedings or the resolution.

107. The minutes of the meetings referred to in Clause 106 above shall normally be considered open and shall be available to the Members on the Union’s website, except where those minutes relate to any reserved or confidential matters, including without limitation staff-related or disciplinary matters. Copies of the minutes shall also be kept in the Union’s offices.

Accounts and Reports

108. The Trustees shall comply with the requirements of the Education Act and the Charities Act 1993 as to keeping financial records, the audit or examinations of accounts.

109. The Members of the Union have the right to ask the Trustees questions in writing about the content of any documents referred to in Clause 108.

Notices

110. Subject to Clause 111, any notice to be given to or by any person pursuant to this Constitution shall be in writing except that a notice calling a meeting of the Trustees need not be in writing.

111. The Union may give any notice to a Member either:

111.1 personally;

111.2 by sending it by post in a prepaid envelope addressed to the Member at his or her address;

111.3 by leaving it at the address of the Member;

111.4 by electronic communication to the Member’s address; or

111.5 by posting it on the Union’s website.

112. A Member present at any meeting of the Union shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.

113. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, at the expiration of 48 hours after the time it was sent or in the case of a notice posted on the Union’s website at the expiration of 48 hours after it was posted.

Indemnity

114. Without prejudice to any indemnity to which a Trustee may otherwise be entitled, every Trustee shall and every other officer or auditor of the Union may be indemnified out of the assets of the Union against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Union, and against all costs, charges, losses, expenses or liabilities incurred by him or her in the execution and discharge of his or her duties or in relation thereto.

Trustees’ Indemnity Insurance

115. The Trustees shall have power to resolve pursuant to Clause 4.29 to effect trustees’ indemnity insurance, despite their interest in such policy.

Definitions and Interpretations

116. In this Constitution, the following terms shall have the following meanings:

Term Meaning

116.1	“Academic Year”	the period between 1^st August in one Year to 31^st July in the next Year determined by the Union as the period during which Students are required to be registered with The University of London. Each Academic Year is for the time being divided into three semesters;
116.2	“Appointments Committee”	the committee set up in accordance with the Regulations that will include the President, the Vice President, the General Manager, two members of ULU Senate and a person nominated by The University of London;
116.3	“Board of Trustees” or “Board”	the board of Trustees of the Union;
116.4	“Chair”	the chair of the Board of Trustees, who shall be the President of the Union in accordance with Clause 90;
116.5	“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
116.6	“Code of Practice”	the code of practice relating to The University of London’s obligations under Section 22 of the Education Act;
116.7	“Connected Person”	any person falling within one of the following categories and where payment to that person might result in the relevant Trustee obtaining benefit: (a) any spouse, civil partner, parent, child, brother, sister, grandparent or grandchild of a Trustee; or (b) the spouse or civil partner of any person in (a); or (c) any other person in a relationship with a Trustee which may reasonably be regarded as equivalent to such a relationship; or (d) any company or LLP or firm of which a Trustee is a paid director, member, partner or employee, or shareholder holding more than 1% of the capital;
116.8	“Constitution”	this constitution of the Union;
116.9	“Deputy Chair”	the deputy chair of the Board of Trustees, who shall be appointed in accordance with Clause 91;
116.10	“Education Act”	the Education Act 1994;
116.11	“the Executive Committee”	means the Sabbatical Trustees and the Part-Time Officers;
116.12	“External Trustee”	a Trustee appointed in accordance with Clause 50 who for the avoidance of doubt shall not be deemed to be either a major union office holder or a sabbatical union office holder for the purposes of section 22 of the Education Act;
116.13	“General Manager”	the General Manager of the Union;
116.14	“in writing”	means written, printed or transmitted writing including by electronic communication;
116.15	“Members”	members of the Union being Students at the University of London as further defined in Clause 12.1 and the Sabbatical Trustees;
116.16 the	“NUS”	National Union of Students;
116.17	“Office”	the head office of the Union;
116.18	“Personal Interest”	a financial interest or an interest that does not arise in the ordinary course of being a Member or a Trustee (for example, being a member of a club or society);
116.19	“Policy”	representative and campaigning policy set by Referenda or ULU Senate in accordance with Clauses 23 to 26 and Clause 100.2 respectively;
116.20	“President”	the president of the Union, as elected by the Members in accordance with the Regulations;
116.21	“RAG”	the Raise and Give Society which develops Students by providing them with an opportunity to raise funds for charitable causes;
116.22	“Referendum”	a ballot in which all Members of the Union are entitled to cast a vote, the protocol for which is set out in the Regulations;
116.23	“Regulations”	the regulations setting out the working practices of the Union made from time to time in accordance with Clause 81;
116.24	“Sabbatical Trustee”	a Trustee elected in accordance with Clause 41;
116.25	“Secure Petition”	a written request to the Union which shall be fixed in a pre-arranged place or places or held securely on-line;
116.26	“Student”	any individual who is formally registered for an approved programme of study provided by The University of London. For the avoidance of doubt, The University of London shall determine whether or not an individual has student status;
116.27	“Student Trustee”	a Trustee elected in accordance with Clause 46 who is a Student and for the avoidance of doubt shall not, for the purposes of Section 22 of the Education Act, be a major union office holder;
116.28	“Trustee” and “Trustees”	the Sabbatical Trustees, the Student Trustees, and the External Trustees and the Heads of Colleges Trustee;
116.29	“ULU Senate”	the Senior elected representatives of member College Unions and the recognised voice of the UoL student body constituted in accordance with this Constitution and the Regulations of the Union;
116.30	“Union”	The University of London Union, or ULU; and
116.31	“The University of London”	The University of London, incorporated by Royal Charter in 1836.

117. Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.

118. Any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation.

November 2010
Week	M	T	W	T	F	S	S
44	1	2	3	4	5	6	7
45	8	9	10	11	12	13	14
46	15	16	17	18	19	20	21
47	22	23	24	25	26	27	28
48	29	30
Prev				Next