Note: The document below, available for download, is a proposed revision of the Constitution which is published for comment. Feb 2023. Comments are welcome to February 28.

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THE UNIVERSITY OF THE THIRD AGE — ADELAIDE INCORPORATED

CONSTITUTUTION

This document was approved by the Members at the Annual General Meeting held on

.….….…. 2016

Authorised for issue by:
President:
(Signature) .….….….….….….….….….….…..

(Name) .….….….….….….….….….….….……

Public Officer:
(Signature) .….….….….….….….….….….…. 

(Name) .….….….….….….….….….….….….

THE UNIVERSITY OF THE THIRD AGE — ADELAIDE INCORPORATED CONSTITUTION

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

‘board’ means the board of manage­ment of the Association

‘general meeting’ means a general meeting of members of the Association convened in accord­ance with these rules

‘member’ means a member of the Association
‘the Act’ means the Associations Incorporation Act 1985

‘special resol­u­tion’ means a special resol­u­tion defined in the Act ‘month’ shall mean a calendar month

3. Objects or Purposes of the Association

3.1  A University of the Third Age is a learning community organised by and for people who can best be described as being in active retire­ment — the “Third Age of their lives”.Its overall aim is to provide them with both the stimulus of mental activity and the satis­fac­tion of a continuing contri­bu­tion to society. It will enable them to take up new interests and to extend old ones; it will offer the joy of learning for learn­ing’s sake, unres­tricted by the require­ments of vocation or the desire for qual­i­fic­a­tions; and it will do so, prin­cip­ally, by drawing upon the extensive exper­i­ence, skills and energies of its own members. It is a mutual-aid movement — a modern community of scholars, but one catering primarily for Third-age people.

3.2  The Objectives of the Association are

(a)  To facil­itate programmes of learning activ­ities which offer stim­u­la­tion and devel­op­ment to that increasing number of people who are in the third stage of life.

(b)  To create an organ­isa­tion wherein co-operative invest­ig­a­tion of a topic or area of mutual interest is a major focus of activ­ities and exper­i­ence and expertise are freely shared.

© To operate this organ­isa­tion in such ways that learning is pursued without any reference to entry criteria, qual­i­fic­a­tions, assess­ment or awards and to create a climate free from discrim­in­a­tion according to colour race, creed or sex.(d)  To realise the poten­ti­al­ities of older adults and to increase awareness of the fact that older people generally retain the capacity to acquire, absorb, and use new inform­a­tion and knowledge until much later in life than is commonly realised.

(e)  To act with others to improve the status and position of the elderly in our community.

(f)  To exchange ideas and resources with other Universities of the Third Age, both in Australia and overseas; and to encourage the extension of similar organ­isa­tions in other parts of South Australia and Australia.

3.3 Guiding Principles for the Operation of the Association are

(a)  Those who join as members will be encour­aged to learn, to teach, to offer them­selves as office-bearers, or in other ways to assist in the operation of the organisation.

(b)  Except in excep­tional circum­stances no salary or emolument will be paid to members in recog­ni­tion of their contri­bu­tions as tutors, discus­sion leaders, conveners or organisers.

©  There will be no pre-requisites for parti­cip­a­tion and no assessment.

(d)  The Association will be financed prin­cip­ally by member­ship fees at a level designed to meet non-salaried oper­a­tional costs. Any other support, financial or in kind, will be accepted only on condition that the Association remains independent.

(e)  The programme of activ­ities will be as wide as the human resources of the members permit, subject to overall guidelines. It will normally be the intention to avoid duplic­ating courses and arrange­ments already access­ible from existing educa­tional bodies.

(f)  It is expected that the form each activity takes and the standard at which it is conducted will be set by mutual agreement between those parti­cip­ating in it.

(g)  Programmes may include off-campus activ­ities for the house­bound, residents of hostels and nursing homes, and hospital patients.

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

U3A Adelaide : Constitution 2 14 November 2015

(b) Become a member or an associate of, or otherwise join, any other body incor­por­ated under the Associations Incorporation Act 1985, if, and only if, 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 Types

(a) Ordinary Members

1. (i)  A person may become an ordinary member of the Association by paying the applic­able member­ship fee.
2. (ii)  If a person pays a member­ship fee for the whole or a part of a partic­ular year, the renewal day for the member­ship is
   31 December in that year.
3. (iii)  A person ceases to be an ordinary member if the person: 
   1. delivers his or her written resig­na­tion to the office of the Association; or
   2. fails to renew the member­ship by paying the applic­able member­ship fee at the latest within 3 months after the renewal day for the membership.
4. (iv)  An ordinary member is not entitled to enrol in, or attend, any course or programme conducted by the Association after the renewal day for the member­ship unless the member has renewed the membership.

(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:

1. at least 10 years’ service as a tutor; or
2. at least 10 years’ service as an office volunteer; or
3. at least 10 years’ service on any one or more of the commit­tees or board estab­lished under these rules; or
4. such other service as the board thinks warrants such status.

(ii) A life member is entitled to:

1. free member­ship for life, with the same voting and other rights as an ordinary member; and
2. a Certificate in a form decided by the board, and/or a badge of a design decided by the board, and/or such other tangible evidence of life member­ship as the board decides.

© Tutor Members

A person who serves the Association as a tutor, but who is not an ordinary member, is a tutor member. A tutor member­ship expires at the end the calendar year in which the person’s service as a tutor was given.

4. (d)  Other MembersThe board may establish such other classes of member­ship as it thinks appro­priate and may determine the rights of members in each of those classes and the circum­stances in which each such member­ship expires or ceases.
5. (e)  Responsibilities of membersAll indi­viduals who have been accepted as members of U3AA are required to conform to the Code of Conduct of the Association as issued from time to time.

5.2 Membership Fees(a)  The board may from time to time set the annual member­ship fee that is to apply to ordinary members, and may set a lesser member­ship fee that is to apply to such members in the circum­stances determ­ined by the board.

(b)  The board may from time to time set the member­ship fees (if any) that are to apply to members in each class of member­ship estab­lished under 5(d).

©  Membership fees are not to be refunded, and a member­ship is not trans­fer­able, except in excep­tional circum­stances and with the approval of the board.

(d)  Any member whose subscrip­tion is outstanding for more than three months after the due date for payment shall cease to be a member of the Association, provided always that the board may reinstate such a person’s member­ship on such terms as it thinks fit.

5.3  Resignations

A member may resign from member­ship of the Association by giving written notice to the secretary or public officer of the Association. Any resigning member shall be liable for any outstanding subscrip­tions which may be recovered as a debt due to the Association.

5.4  Procedures for Dealing with a Breach of the Code of Conduct

The President or a member of the executive of the board, together with the ‘Members’ Liaison Officer’, will determine whether a reported breach of the Code of Conduct by a member is:

(1) A minor breach which can be readily resolved by the board working with the member, as follows:

1. (a)  The matter will be discussed, inform­ally, with the member by the president or the vice president and another board member.
2. (b)  If the member in question responds favorably then no further action need be taken.
3. ©  A record of the interview will be kept for a period of 5 years.
4. (d)  If the member does not respond favorably then the formal procedure will be commenced.

or:
(2) A serious breach warranting the following procedure:

Particulars of the alleged serious breach of the Code of Conduct shall be commu­nic­ated in writing to the member at least fourteen days prior to the board meeting at which the matter will be heard and determined.

The member will have a reas­on­able oppor­tunity to be heard orally by the board and to make written submis­sions to it. The member has the right for a supporter to accompany him/her to any meetings at which he/she will be heard in relation to the alleged breach.

After hearing the member and after a finding of a breach, the board may resolve to

(a) (b) ©

Counsel the member,
Remove the member from a partic­ular class/group Expel the member.

The expulsion shall be immediate. In the first instance, the expulsion will be for the remainder of the year. If the person wishes to re-enrol in the following year, applic­a­tion for enrolment would come to the board for consid­er­a­tion. (This may involve discus­sion with the person regarding his/her accept­ance of the reasons for the action taken to expel him/her from U3AA.)

4. (d)  The determ­in­a­tion of the board may be commu­nic­ated in writing to the member within seven days of its determ­in­a­tion. However, the board’s consid­er­a­tion of the alleged breach may be such that the determ­in­a­tion can be delivered verbally immediately.
5. (e)  The board has the power to revoke a termin­a­tion of member­ship on terms and condi­tions to be determ­ined by the board.

5.5 Register of Members

A register of members must be kept and contain:(a)  The name and address of each member

(b)  The date on which each member was admitted to the Association, and

©  If applic­able, the date of and reason for termin­a­tion of membership.

6. The Board

6.1  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 these rules, 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 these rules required to be done by the Association in general meeting.

(b)  The board has the manage­ment and control of the funds and other property of the Association.

©  The board shall have the authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association on which these rules are silent.

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

(e)  While recog­nising the force of clause (b) of the Guiding Principles (clause 3.3 of this consti­tu­tion) 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.

6.2  Appointment

(a)  The board shall be comprised of a president, vice president, secretary, minute secretary, treasurer, programme coordin­ator, public officer and five elected board members.

(b)  A board member shall be a natural person.

©  At each annual general meeting one half of the members of the board, being the longest serving members, shall retire.

(d)  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 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.(e)  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.

(f)  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.

(g)  In addition to those elected in accord­ance with clause 6.2(a), the chair­person of each sub-committee appointed under clause 6.5 shall be a member of the board.

(h)  The board may appoint any person who is a member of the Association to be a member of the board if satisfied that the person has a partic­ular expertise or exper­i­ence that the board considers necessary or desirable to ensure the proper func­tioning of the Association.

(i)  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.

6.3 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. The period covered by annual reports and financial reports to the annual meeting shall be the calendar year.

(b)  Questions arising at any meeting of the board shall be decided by a majority of votes and in the event of equality of votes the chair­person shall have a casting vote in addition to a delib­er­ative vote.

©  A quorum for a meeting of the board shall be one more than one half of the members of the board.

(d)  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.6.4  Disqualification of Board MembersThe 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 meet­ingsor if a board member:

(a)  Resigns in writing

(b)  Ceases, for any reason, to be a member of the Association

6.5  Sub-committeesThe board shall appoint sub-committees for programme (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 it sees fit. The sub-committees shall report to the board and hold office during its currency.

6.6  Treasurer

(a)  The Treasurer shall pay money received into a bank account author­ised by the board in the name of the Association. Payments shall be made by cheque, elec­tronic or any other means as author­ised by the board and signed or author­ised by any two of five signat­ories appointed by the board.

(b)  The Treasurer shall keep records of all receipts and payments and other financial trans­ac­tions, which records shall be available for inspec­tion by any member.

©  The Treasurer shall prepare annual financial state­ments for consid­er­a­tion at the Annual General Meeting; and shall make interim financial reports, as necessary, to the board.

6.7  Secretary

(a)  The Secretary shall call meetings in accord­ance with the provi­sions of this constitution.

(b)  The Secretary shall keep records of the business of the Association including the consti­tu­tion and policies, records of members, a register of minutes of meetings and a file of correspondence.

7. 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.

8. General Meetings

8.1  Annual General Meetings

(a)  The board shall call an annual general meeting in accord­ance with the Act and these rules.

(b)  The annual general meeting shall be held within five months after the end of its financial year.

©  The order of the business at the meeting shall be:

(i)  The confirm­a­tion of the minutes of the previous annual general meeting and of any special 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

(d)  A person cannot be elected as an office-bearer or member of the board unless the person is a life member, a tutor member, or an ordinary member of the Association who has paid the applic­able member­ship fee for the calendar year in which the relevant election is held.

8.2  Special General Meeting

(a)  The board may call a special general meeting of the Association at any time

(b)  Upon a requis­i­tion in writing of not less than 25 members of the Association, the board shall, within one month of the receipt of the requis­i­tion, convene a special general meeting for the purpose specified in the requisition

©  Every requis­i­tion for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting

(d)  If a special general meeting is not convened within one month, as required by 8.2(b) above, the requis­i­tion­ists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the board, and for this purpose the board shall ensure that

the requis­i­tion­ists are supplied free of charge with partic­u­lars of the members entitled to receive a notice of meeting. The reas­on­able expenses of convening and conducting such a meeting shall be borne by the Association.

8.3  Notice of General Meetings

(a)  Subject to 8.3(b), 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.

©  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.

8.4  Proceedings at General Meetings

(a)  25 members or one-fifth of the members whichever is less, present person­ally or by proxy shall consti­tute a quorum for the trans­ac­tion of business at any 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 requis­i­tion of members shall lapse. 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 form a quorum.

©  Subject to 8.4(d), the chair­person shall preside as chair­person at a general meeting of the Association.

(d)  If the chair­person 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 may choose a board member or one of their own number to be the chair­person of that meeting.

8.5  Voting at General meetings(a)  Subject to these rules, every member of the Association has only one vote at a meeting of the Association.

(b)  Subject to these rules, 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

(1)  any contested election at an Annual General Meeting or otherwise shall be by secret ballot;

(2)  any meeting of the Association may, by show of hands, require any other vote to be by ballot.

(d)  The person chairing general meetings of the Association shall have both a delib­er­ative and a casting vote.

8.6  Poll at General Meetings

(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.

8.7  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, being entitled to do so, vote in person or by proxy at that meeting.

(b)  An ordinary resol­u­tion is a resol­u­tion passed by a simple majority at a general meeting.

8.8  Proxies

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 at any general meeting of the Association.

9. 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.

10. Programme Co-ordinator

The Programme Co-ordinator shall chair the Programme Committee and be respons­ible for contact with course leaders, arranging of the timetable and prepar­a­tion of the Newsletters.

11. 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.

12. Financial Reporting

12.1  Financial Year

The first financial year of the Association shall be the period ending on the next 31 December following incor­por­a­tion, and there­after a period of
12 months commen­cing on 1 January and ending on 31 December of each year.

12.2  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.

12.3  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 the Annual General Meeting.

12.4 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.

13. 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 of a member for services rendered or expenses incurred on behalf of the Association.

14. Dissolution

14.1  Subject to clause 14.2, the Association may be wound up in the manner provided for in the Act.

14.2  The Association shall not be dissolved except by the approval of at least three-quarters of the members present and voting at a 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.

14.3  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 Associations Incorporation Act 1985 and chosen by resol­u­tion of the Association’s members.

14.4  For the purposes of clause 14.3, “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.

15. Rules

These rules 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 rules 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.