U3A Adelaide Inc

… as approved at the Annual General Meeting on 21 April 2023

1. Name

The name of the Association shall be The University of the Third Age Adelaide Incorporated otherwise known as U3AA and hereinafter called the Association.

2. Definitions

In this Constitution, unless a contrary intention is clear:

‘Board’ means the board of management of the Association

‘person’ means a natural person

‘Financial Member’, ‘Life Member’ and ‘Honorary Tutor’ mean members of the Association as set out in Clause 5 of this Constitution.

‘General Meeting’ and ‘Annual General Meeting’ mean meetings of members of the Association convened in accordance with this Constitution

‘month’ shall mean a calendar month

‘the Act’ means the Associations Incorporation Act 1985

‘Special Resolution’ means a special resolution defined in the Act

‘Voting Member’ means a person who is either a Financial Member or a Life Member

3. Purposes of the Association

(a) The purpose of the Association is to provide courses and activities that seek to inform, educate or entertain members.

(b) Except in exceptional circumstances there will be no payment made to members who volunteer as office workers, board members or tutors or any other capacity.

4. Powers of the Association

The Association shall have all the powers conferred by Section 25 of the Act and may: (a) Do anything incidental to the attainment of all or any of its objectives; and

(b) Become a member or an associate of, or otherwise join, any other body incorporated under the Associations Incorporation Act 1985, provided that the board is satisfied that doing so would be in the best interests of the Association’s members and that:

(i) the objectives of the body are not inconsistent with any of the objectives of the Association; and

(ii) the Association would not be likely to prejudice its independence by becoming a member or an associate of the body.

5. Membership

5.1 Categories

The following shall be the Categories of Membership of the Association

(a) Financial Members

A person may become a Financial Member of the Association by paying the applicable membership fee.

(b) Life Members

(i) The Board may confer on any person the status of Life Member of the Association, either of its own volition or on the recommendation of someone other than the person, if the person has given the Association, whether continuously or otherwise:

at least 10 years’ service as a tutor; or
at least 10 years’ service as an office volunteer; or

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c. at least 10 years’ service on any one or more of the committees or board established under these rules; or

d. such other service as the board thinks warrants such status. (ii) A life member is entitled to:

free membership for life, with the same voting and other rights as a Financial Member; and
evidence of life membership (eg badge or certificate) as decided by the Board.

© Honorary Tutors

A person who serves the Association as a tutor, but who is not a Financial Member or Life Member, is an Honorary Tutor.

5.2 Membership Fees

(a) The Board shall from time to time determine the categories of Financial Member and the membership fee applicable to each such category

(b) Membership fees are not transferable but may be refunded in such circumstances as determined by the Board

5.3 Resignations

A Member may resign from membership of the Association by giving written notice to the secretary.

5.4 Register of Members

A Register of Members must be kept and contain at least the name and address of each member.

6 Code of Conduct

a) The Board shall establish and maintain a Code of Conduct and ensure that it is reviewed at least every five years.
b) All persons who are associated with the Association by virtue of Clause 5 of the Constitution are required to comply with the Code of Conduct.
c) The Board shall also establish and maintain procedures for dealing with breaches of the Code of Conduct; such procedures:
1. Shall ensure that any person accused of a breach is given the opportunity to respond to the allegation and be able to enlist the support of another member in such proceedings
2. Shall detail possible penalties for breach of the Code of Conduct which may include expulsion from the Association

7. The Board

7.1 Powers and Duties

(a) The affairs of the Association shall be managed and controlled by a Board which, in addition to any powers and authorities conferred by this Constitution, may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by this Constitution required to be done by the Association in general meeting.

(b) The Board manages and controls the funds and other property of the Association.

(d) The Board shall appoint a public officer as required by the Act.

(e) While recognising the intent clause 3 (b), the Board shall have the power to engage persons, on such terms and conditions and for such periods as it deems necessary, if in the Board’s view the Association has need of services which cannot be adequately provided by volunteer workers.

7.2 Appointment

(a) The Board shall comprise:

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Ten elected members who shall be Voting Members of the Association
A Treasurer appointed by the Board in accordance with this constitution
A Program Coordinator appointed by the Board in accordance with this constitution
An Office Manager appointed by the Board in accordance with this constitution.

(b) At each Annual General Meeting one half of the elected members of the Board, being the longest serving members, shall retire.

© A retiring Board member shall be eligible to stand for re-election without nomination. No other person shall be eligible to stand for election unless a Voting Member of the Association has nominated that person at least 28 days before the meeting by delivering the nomination of that person to the secretary of the Association. The nomination shall be signed by the proposer and the nominee.

(d) Notice of all persons seeking election to the Board shall be given to all Members of the Association with the notice calling the meeting at which the election is to take place.

(e) The Board may appoint a person to fill a casual vacancy, and such a Board member shall hold office until the next Annual General Meeting of the Association and shall be eligible for election to the Board without nomination.

(f) The Board or a sub-committee may, in such circumstances as it determines, vote on any matter that it needs to decide, either by telephone or by use of a computer instead of at a meeting. The person responsible for recording the minutes of meetings of the relevant board or committee must ensure that all decisions made in accordance with this paragraph are recorded.

7.3 Proceedings of the Board

(a) The Board shall meet as often as may be required to conduct the business of the Association, and not less than four times in each calendar year.

(b) The period covered by annual reports and financial reports to the Annual General Meeting shall be the calendar year.

© Questions arising at any meeting of the Board shall be decided by a majority of votes (the chairperson being permitted to vote) and in the event of equality of votes the chairperson shall declare the question resolved to maintain the status quo.

(d) A quorum for a meeting of the Board shall be seven members of the Board.

(e) A member of the Board having a direct or indirect pecuniary interest in a contract or proposed contract with the Association must disclose the nature and extent of that interest to the Board as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the Board must disclose the nature and extent of his or her interest in the contract at the next Annual General Meeting of the Association.

7.4 Disqualification of Board Members

The office of a Board member shall become vacant if a board member is:

(a) Disqualified from being a Board member by the Act
(b) Expelled as a Member under these rules
© Permanently incapacitated by ill health
(d) Absent without apology or explanation from more than three successive meetings

7.5 Sub-committees

The Board shall appoint sub-committees for program (deciding on educational activities, the leadership of them and the location of them both in the face-to-face mode and distance mode) and for such other purposes as the Board sees fit. The sub-committees shall report to the Board and hold office during its currency.

8. Office Bearers

8.1 Office Bearers to be appointed

(e) Resigns in writing
(f) Ceases, for any reason, to be an ordinary member of the Association

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(a) At its first meeting after each Annual General Meeting the Board shall appoint the following Office Bearers from among the elected members: President, Vice-President, Secretary and Minute Secretary.

(b) In addition, the Board shall appoint a Treasurer, a Program Coordinator and an Office Manager selected from Voting Members who shall hold such office for such term as is determined by the Board which might include appointment on an on-going basis.

8.2 Responsibilities of Office Bearers

The Board shall prepare, and maintain current, detailed statements of the duties for each position established by virtue of clause 8.1. Such statement shall be available to be viewed by and member of the Association.

9. The Seal

The Association shall have a common seal upon which its corporate name shall appear in legible characters.

The seal shall not be used without the express authorisation of the Board, and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by the President and the Secretary, or any two officers nominated by the Board.

10. General Meetings

10.1 Annual General Meetings

(a) The Board shall call an Annual General Meeting in accordance with the Act and this Constitution.

(b) The Annual General Meeting shall be held within five months of the end of the Association’s financial year.

(i) The confirmation of the minutes of the previous Annual General Meeting and of any general meeting held since that meeting

(ii) The consideration of the accounts and reports of the Board and the auditor’s report

(iii) The election of Board members

(iv) The appointment of auditors

(v) Any other business requiring consideration by the Association in general meeting if it has been included on the notice calling the meeting

10.2 General Meetings

(a) The Board may call a General Meeting of the Association at any time.

(b) Upon a petition in writing of not less than 25 Voting Members of the Association, the Board shall, within one month of the receipt of the petition, convene a General Meeting for the purpose specified in the petition.

(d) If a General Meeting is not convened within one month, as required by 10.2(b) above, the petitioners, or at least 50% of their number, may convene a General Meeting. Such a meeting shall be convened as nearly as practical in the same manner as a meeting convened by the Board, and for this purpose the Board shall ensure that assistance is provided to enable a notice of the meeting to be provided to all Members. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

10.3 Notice of General Meetings

(a) Subject to (b) below, at least 14 days’ notice of any General Meeting shall be given to Members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

(b) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.

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© A notice may be given by the Association to any Member by serving the member with the notice personally, or by sending it by post to the address appearing in the Register of Members, or by email or other electronic means.

(d) Where a notice is sent by post:

(i) the service is effected by properly addressing, pre-paying and posting a letter or packet containing the notice, and

(ii) unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.

10.4 Proceedings at General Meetings

(a) 25 members or one-fifth of the members of the Association, whichever is the lesser, present personally or by proxy shall constitute a quorum for the transaction of business at any General Meeting, including an Annual General Meeting.

(b) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the petition of members shall lapse and the business contemplated for that meeting shall not be presented in a further requisition within a period of three months. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall be deemed to form a quorum.

(d) If neither the President or the Vice-President is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the Members present may choose a Board member or one of their own number to be the chairperson of that meeting.

10.5 Voting at General meetings

(a) Every Voting Member of the Association in attendance either in person or by proxy has only one vote at a meeting of the Association.

(b) A question for decision at a General Meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting.

© Voting shall be by a show of hands except that:
(i) any contested election at an Annual General Meeting or otherwise shall be by secret ballot; (ii) any meeting of the Association may, by show of hands, require any other vote to be by ballot;

(iii) The person chairing General Meetings of the Association shall have a deliberative vote and in the event of an equality of votes shall declare the question resolved to maintain the status quo. Where the matter is being considered at a General Meeting held by petition a petition for the matter to be considered again shall not be permitted for three months.

10.6 Poll at General

(a) If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.

(b) A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.

10.7 Special and Ordinary Resolutions

(a) A special resolution is a resolution passed at a duly convened meeting of the Members of the Association if:

(i) at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the Association and

(ii) it is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of such members of the Association as are present in person or by proxy;

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(b) An ordinary resolution is a resolution passed by a simple majority at a General Meeting.

10.8 Proxies

(a) A Member shall be entitled to appoint in writing a natural person who is also a Member of the Association to be their proxy and attend and vote on their behalf at any General Meeting of the Association.

(b) A Member appointing a proxy for a General Meeting may provide that proxy with directions as to how to exercise any vote and the proxy shall comply with any such direction.

11. Patron

An Annual General Meeting or a Special General Meeting may appoint a Patron of the Association for such term as the meeting shall decide.

12. Minutes

(a) Proper minutes of all proceedings of General Meetings of the Association and of meetings of the Board, shall be entered within one month after the relevant meeting in minute books kept for the purpose.

(b) The minutes kept pursuant to this rule must be confirmed by the Members of the Association or the members of the Board (as relevant) at a subsequent meeting.

© The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.

(d) Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

13. Finances of the Association

13.1 Financial Year

The financial year of the Association shall be from 1 January until 31 December of each year.

13.2 Accounts to be kept

The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.

13.3 Accounts and Reports to be laid before members

The accounts, together with the auditor’s report on the accounts, the Board’s statement and the Board’s report, shall be laid before members at each Annual General Meeting.

13.4 Appointment of Auditor

(a) At each Annual General Meeting, the Members shall appoint a person to be auditor of the Association.

(b) The auditor shall hold office until the next Annual General Meeting and is eligible for re-appointment. If an appointment is not made at an Annual General Meeting, the Board shall appoint an auditor for the current financial year.

14. Prohibition against securing profits for members

The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as a bona fide remuneration for services rendered or expenses incurred on behalf of the Association.

15. Dissolution

15.1 Subject to clause 15.2, the Association may be wound up in the manner provided for in the Act.

15.2 The Association shall not be dissolved except by the approval of at least three-quarters of the members present and voting at a duly constituted General Meeting called for the purpose of which not less than 28 days written notice, including notice of the proposed dissolution, has been given to all members.

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15.3 On dissolution, all property of the Association, whether real or personal, remaining after payment of all debts and legal liabilities must be given or transferred to a similar body incorporated under the Act and chosen by resolution of the Association’s Members.

15.4 For the purposes of clause 15.3, “similar body” means a body whose objects are similar to those of the Association, and if the Association was, immediately before its dissolution, a deductible gift recipient, a body to which income tax deductible gifts can be made as approved by the Commissioner of Taxation.

16. Rules

This Constitution may be altered (including an alteration to the Association’s name) by special resolution of the Members of the Association. This includes rescission or replacement by substitute rules.

The alteration shall be registered with Consumer and Business Services, Corporate Affairs Commission, as required by the Act.

The registered Constitution shall bind the Association and every Member to the same extent as if they have respectively signed and sealed them and agreed to be bound by all of the provisions thereof.