This page holds a web version of the formal Articles Of Governance document



Interpretation

  • 1.

    If any dispute arises in relation to the interpretation of these Articles it shall be resolved by the Board of Trustees.

Name

  • 2.

    The name of the association is The University of Bath Students’ Union. In these Articles it is called “The SU”.

Charitable Objects

  • 3.

    The objects of The SU are the advancement of education of Students at The University of Bath for the public benefit by:
    • 3.1.

      promoting the interests and welfare of students at The University of Bath during their course of study and representing, supporting and advising members;
    • 3.2.

      being the recognised representative channel between students and The University of Bath and any other external bodies; and
    • 3.3.

      providing social, cultural, sporting and recreational activities and forums for discussion and debate for the personal development of its members.

Powers

  • 4.

    The SU has the power to do anything permitted by the law to further its objects. In particular, The SU has the following powers:
    • 4.1.

      to raise funds so long as The SU does not undertake any taxable permanent trading activity and complies with any relevant statutory regulations;
    • 4.2.

      to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
    • 4.3.

      to sell, lease or otherwise dispose of all or any part of the property belonging to The SU (subject to 117 and 122 of the Charities Act 2011);
    • 4.4.

      to borrow money and to charge the whole or any part of the property belonging to The SU as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation (subject to sections 124 - 126 of the Charities Act 2011);
    • 4.5.

      to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them, subject to compliance with all applicable competition laws;
    • 4.6.

      to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects, subject to compliance with all applicable competition laws;
    • 4.7.

      to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity;
    • 4.8.

      subject to prior approval of University Council, incorporate and transfer all its assets and liabilities to a charitable limited liability legal entity such as a company limited by guarantee or a charitable incorporated organisation;
    • 4.9.

      to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
    • 4.10.

      to employ and remunerate such staff as are necessary for carrying out the work of the charity;
    • 4.11.

      to deposit or invest funds (subject to conditions permitted by the Trustee Act 2000);
    • 4.12.

      arrange for the investments or other property of The SU to be held in the name of a nominee (subject to conditions permitted by the Trustee Act 2000);
    • 4.13.

      to provide indemnity insurance for the trustees (subject to section 189 of the Charities Act 2011);

Limitation On Private Benefits

  • 5.

    The income and property of The SU shall be applied solely towards the promotion of its objects and shall not be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any Member of The SU.
  • 6.

    Article 5 will not prevent a Member from:
    • 6.1.

      benefiting in the capacity of a beneficiary of The SU;
    • 6.2.

      receiving reasonable and proper remuneration for any goods or services supplied to the charity;
    • 6.3.

      receiving rent for premises let to The SU at a reasonable and proper rate.
  • 7.

    No Trustee or connected person may:
    • 7.1.

      buy or receive any goods or services from the charity on terms preferential to those applicable to members of the public;
    • 7.2.

      sell goods, services or any interest in land to the charity;
    • 7.3.

      be employed by, or receive any payment from, the charity;
    • 7.4.

      receive any other financial benefit from the charity.
  • 8.

    Article 7 will not prevent a Trustee or connected person from:
    • 8.1.

      benefiting from Trustee indemnity insurance cover purchased at the charity’s expense (subject to section 189 of the Charities Act 2011);
    • 8.2.

      being reimbursed for reasonable expenses incurred while acting on the behalf of the charity;
    • 8.3.

      benefiting in the capacity of a beneficiary of The SU provided that a majority of the trustees do not benefit in this way;
    • 8.4.

      entering into a contract for the supply of services or goods to The SU (provided conditions set within section 185 of the Charities Act 2011 are met);
    • 8.5.

      receiving interest on money lent to the charity at a reasonable and proper rate which must be not more than the Bank of England bank rate;
    • 8.6.

      receiving rent for premises let to The SU at a reasonable and proper rate;
  • 9.

    Article 7.3 will not prevent SU Officers from entering into a contract of employment with the University for the duration of their term of office.

Dissolution

  • 10.

    If the decision is taken to dissolve The SU and any property or assets would remain after it has been dissolved and all debts and liabilities have been satisfied it shall be transferred to The University of Bath.
    • 10.1.

      In the event that The University of Bath has ceased to exist, the Trustees may transfer it to any charity or charities with similar Objects to The SU.
    • 10.2.

      In no circumstances shall any remaining property or assets of The SU be paid to or distributed among its members in the event that it is dissolved.
    • 10.3.

      The Charity Commission must be notified if the decision is taken to dissolve The SU.

Amendments To The Articles

  • 11.

    The Trustees and the University shall review the Articles of Governance at intervals of not more than five years, with effect from the date that these Articles of Governance come into effect.
  • 12.

    No amendment of these Articles shall be made which would have the effect of The SU ceasing to be a charity.
  • 13.

    Article 3, Articles 5-9 and Article 10 may not be amended without the prior written consent of the Charity Commission.
  • 14.

    Any amendment to the Articles of Governance that would change the meaning of the Articles must be approved by the University Council (for compliance with the Education Act 1994) and a resolution passed by a two-thirds majority of at least five percent of the total Members of The SU voting by referendum.
  • 15.

    Any minor amendments such as changes to terminology may be made by the Board of Trustees with the approval of the University Council. Members will be informed of such changes.
  • 16.

    A copy of any resolution amending these Articles shall be sent to the Charity Commission within twenty one days of it being passed.

Membership

  • 17.

    The Members of The SU shall be as follows:
    • 17.1.

      each and every registered student who has not opted out; and
    • 17.2.

      The SU Officers.
  • 18.

    The Membership is terminated if the Member:
    • 18.1.

      dies;
    • 18.2.

      ceases to be a student;
    • 18.3.

      ceases to be an SU Officer;
    • 18.4.

      has their Membership removed;
    • 18.5.

      gives written notice to the University Secretary and SU President of their wish not to be a Member.
  • 19.

    Any student who has chosen not to be a Member may become one by giving written notice to the University Secretary and SU President.
  • 20.

    Any Member shall be eligible;
    • 20.1.

      to join any SU student group;
    • 20.2.

      for election as a SU officer;
    • 20.3.

      for appointment as a trustee;
    • 20.4.

      for election/appointment to any committee or sub-committee of The SU;
    • 20.5.

      to vote in any referendum or SU wide vote.
  • 21.

    Members’ details shall be kept in a register of Members.,/li

Associate Membership

  • 22.

    A Student Group may appoint for the academic year any person as an Associate Member to their group or remove them subject to the approval of the relevant Officer.
  • 23.

    The Associate Membership is terminated if the Associate Member:
    • 23.1.

      dies;
    • 23.2.

      resigns their Associate Membership by giving written notice to The SU;
  • 24.

    Associate Members shall be eligible to participate in such sporting, recreational and social activities as the Student Group that appointed them determine.
  • 25.

    Associate Members cannot:
    • 25.1.

      be elected as an Officer;
    • 25.2.

      be elected/appointed to any committee or sub-committee of The SU and the University;
    • 25.3.

      vote in any referendum or SU vote;
  • 26.

    Associate Members’ details shall be entered in a register of Associate Members.
  • 27.

    The Board of Trustees reserves the right to remove or suspend any Associate Member from any Student Group if they believe there is good cause to do so.

Referendum

  • 28.

    A Referendum may be called on any issue by:
    • 28.1.

      a resolution of the Trustees;
    • 28.2.

      a Secure Petition signed by at least 2% of the total Members of The SU.
  • 29.

    The Referendum will be conducted in accordance with the following;
    • 29.1.

      Subject to Article 29.6, Members will be given seven days’ notice that a Referendum has been called.
    • 29.2.

      Up to the commencement of the voting the wording of the proposal may be varied or the proposal withdrawn subject to the consent of the proposer(s).
    • 29.3.

      Subject to Article 29.6, Members will be given seven days to vote.
    • 29.4.

      The results of the vote will be published within 24 hours of the vote closing.
    • 29.5.

      A resolution may only be passed by Referendum if at least 5% of the total Members of The SU cast a vote in the Referendum and a majority of the votes cast are in favour.
    • 29.6.

      Where the SU Officers so determine, on the ground that there are matters demanding an urgent decision, it will be sufficient if the notice of the Referendum states that fact and the notice is given and vote conducted within such shorter period as the SU Officers direct.
  • 30.

    A decision passed by Referendum may not be reopened in any democratic forum of The SU for a period of not less than twelve months.
  • 31.

    Any Referendum will be subject to the authority of the Board of Trustees where it may affect the management and administration of The SU.

Elections

  • 32.

    A returning officer followed by deputy returning officer and acting returning officers shall be annually appointed by the Board of Trustees.
  • 33.

    The returning officer, deputy returning officer and acting returning officers will be responsible for:
    • 33.1.

      Ensuring that elections are conducted in accordance with Article 35.
    • 33.2.

      Publishing specific details and dates for an election.
    • 33.3.

      Publishing rules that candidates and Members must abide by to participate in an election.
    • 33.4.

      Resolving any complaints or issues related to an election.
  • 34.

    For the purposes of Article 60 the Board of Trustees should receive a report from the returning officer and deputy returning officer detailing how they exercised their delegated powers during an election.
  • 35.

    Elections will be conducted in accordance with the following:
    • 35.1.

      Notice will be given to all Members eligible to vote that an election has been called.
    • 35.2.

      Up to the closing of nominations any Member eligible may stand for election.
    • 35.3.

      Members will be given up to a maximum of seven days to vote by secret ballot.
    • 35.4.

      The result of the SU Officer elections will be published within a week of its conclusion.

Appointment Of Trustees

  • 36.

    The Trustees shall be made up of the following persons:
    • 36.1.

      not more than six SU Officers, elected in accordance with Article 37;
    • 36.2.

      not more than seven Independent Trustees, appointed in accordance with Article 43;

SU Officers

  • 37.

    Up to six SU Officers shall be elected by secret ballot by the Members of The SU at an election in accordance with Article 35.
  • 38.

    Each SU Officer must be a Member at the time of their election and will remain a Member for the duration of their term of office.
  • 39.

    Unless their election is terminated in accordance with Articles 46 to 50, SU Officers shall remain in office for a term of up to one year.
  • 40.

    SU Officers may serve for a maximum of two terms which may be either consecutive or nonconsecutive.
  • 41.

    The SU Officers shall be deemed to be the “major union office holders” for the purposes of the Education Act 1994.
  • 42.

    Each SU Officer will enter into a contract of employment with the University for the duration of their term of office.

Independent Trustees

  • 43.

    Up to seven Independent Trustees (at least one of whom must be a current student) shall be appointed or re-appointed by a simple majority vote of the Board of Trustees.
  • 44.

    Unless their appointment is terminated in accordance with Articles 46 to 50, Independent Trustees shall remain in office for a term of up to three years from the date of their appointment.
  • 45.

    Independent Trustees may serve for a maximum of two terms which may be either consecutive or non-consecutive.

Disqualification Of Trustees

  • 46.

    A Trustee will be disqualified from continuing to hold office if:
    • 46.1.

      they become prohibited by law from being a charity Trustee;
    • 46.2.

      in the case of an SU Officer, they cease to be a Member or employee of the University of Bath;
    • 46.3.

      they fail to attend two consecutive meetings of the Trustees without the permission of the Trustees.

Resignation Of Trustees

  • 47.

    A Trustee may at any time resign from the office of a Trustee by giving written notice to the Secretary to the Board of Trustees.

Removal Of Trustees

  • 48.

    A Trustee may be removed from office by either the Board of Trustees or the Members of The SU.
  • 49.

    A resolution to remove a Trustee by the Board of Trustees will only be passed if:
    • 49.1.

      the matter has been specified as an item on the agenda for a meeting of the Trustees;
    • 49.2.

      the Trustee concerned has been given 14 days’ notice in writing that the resolution is to be proposed and specifying the circumstances alleged to justify removal from office;
    • 49.3.

      the Trustee concerned has been given the opportunity to make a statement in response;
    • 49.4.

      the resolution achieves a majority vote at a meeting of the Board of Trustees at which the Trustee concerned does not vote or count towards the quorum.
  • 50.

    A resolution to remove a Trustee by the Members of The SU will only be passed by a two-thirds majority of at least 5% of the total Members of The SU voting by referendum.
  • 51.

    A person who is removed as a Trustee under either Article 49 or 50 may appeal to the University Secretary if they believe that procedural irregularities have occurred during the process.

Replacement Of Trustees

  • 52.

    If an SU Officer resigns, is disqualified or removed from office at any time:
    • 52.1.

      prior to the commencement of the Academic Year, the vacancy may be filled by a byelection.
    • 52.2.

      after the commencement of the Academic Year the vacancy shall remain until the next elections are held.
  • 53.

    . If an Independent Trustee resigns, is disqualified or removed from office, a replacement shall be appointed accordance with Article 43.

Powers Of The Trustees

  • 54.

    The Board of Trustees shall be responsible for the management and administration of The SU and (subject to the Education Act, Charities’ Acts and these Articles) may exercise all powers of The SU at a meeting of the Trustees at which a quorum is present.
  • 55.

    No alteration of these Articles shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made.

Delegation Of Trustees' Powers

  • 56.

    Subject to Article 59, the Board of Trustees may delegate any of its powers or functions to:
    • 56.1.

      a committee;
    • 56.2.

      any Trustee;
    • 56.3.

      the Chief Executive or any staff member of The SU.
  • 57.

    Where the Board of Trustees has delegated any powers or functions this does not prevent the Board of Trustees from exercising those powers or functions.
  • 58.

    The Board of Trustees must annually review all powers and functions that have been delegated under Article 56 and may withdraw or amend them at any time.
  • 59.

    The following powers or functions cannot be delegated under Article 56:
    • 59.1.

      the appointment or removal of a Trustees in accordance with Articles 43 and 48;
    • 59.2.

      the decision to dissolve The SU;
    • 59.3.

      the decision to incorporate The SU in accordance with Article 4.8;
    • 59.4.

      the approval of The SU budget;
    • 59.5.

      the approval of the annual report to be submitted to Charity Commission.
  • 60.

    Any individual or committee to whom a power or function of the Board of Trustees has been delegated to must report to the Board of Trustees in respect of any action taken or decision made with respect to the exercise of that power or function.

Committees

  • 61.

    The Board of Trustees must determine the powers, functions and membership of any committee they decide to establish within a terms of reference and review them annually.
  • 62.

    The quorum for any meeting of a committee must be recorded within the terms of reference.
  • 63.

    A chair must be appointed annually to each committee or elected by the committee, as determined by the Board of Trustees, who must not be the Chief Executive of The SU.
  • 64.

    The Board of Trustees must appoint a secretary to each committee established by it, who must not be the Chief Executive of The SU.
  • 65.

    The secretary’s responsibilities will be the same as those described in Article 81.
  • 66.

    The Board of Trustees may remove the secretary or chair of any committee from office at any time.
  • 67.

    A committee may establish its own sub-committees in the same way as the Board of Trustees as described in Articles 61 to 66.

Chief Executive

  • 68.

    The Chief Executive will be an employee of the University jointly appointed by the University and the Board of Trustees.
  • 69.

    The Board of Trustees shall delegate the day to day management of The SU to the Chief Executive as detailed in their job description.
  • 70.

    . The Chief Executive in carrying out their role will ensure;
    • 70.1.

      that they manage The SU in line with the policy, strategy and budget approved and adopted by the Trustees;
    • 70.2.

      that they regularly report to the Trustees on the activities undertaken in managing The SU and provide them with management accounts sufficient to explain the financial position of The SU.
  • 71.

    The Chief Executive’s objectives for the year will be agreed by the Chair, Vice-Chair and Chief Executive and performance against these objectives will be reviewed throughout the year and fed back to the University.
  • 72.

    The Board of Trustees reserves the right to request the University to initiate capability or disciplinary procedures against the Chief Executive.

Chair And Vice Chair Of Trustees

  • 73.

    The President shall be the Chair of the Board of Trustees.
  • 74.

    The Trustees shall elect one of their number to be Vice Chair for a length of time to be determined at the time of election.
  • 75.

    The Trustees may at any time remove either the Chair or Vice Chair from these positions by a majority vote and elect another of their number in their place.
  • 76.

    The Chair or, if the Chair is unreachable, Vice Chair shall have the power in the event of an emergency to carry out any function or power of the Board of Trustees (except for those listed under Article 59) provided that all of the following conditions are met:
    • 76.1.

      not taking action immediately would be detrimental to The SU;
    • 76.2.

      it is not possible to call a Board of Trustees meeting in the time available;
    • 76.3.

      it is not possible for a decision to be taken by the Trustees in accordance with Article 98 in the time available.
  • 77.

    Any use of emergency powers under Article 76 must be reported to the Board of Trustees as soon as possible and formally noted in the minutes of the next meeting.

Secretary To The Board Of Trustees

  • 78.

    The secretary to the Board of Trustees shall be appointed by the Board of Trustees.
  • 79.

    The secretary cannot be a Trustee or the Chief Executive.
  • 80.

    The Board of Trustees may remove the secretary from office at any time.
  • 81.

    The secretary shall be responsible for:

Convening Meetings

  • 82.

    The Board of Trustees must hold a minimum of four meetings in any Academic Year.
  • 83.

    Any three Trustees may request a meeting by giving written notice to the secretary to the Board of Trustees, and the secretary must convene a meeting as soon as is reasonably practicable.
  • 84.

    Meetings are to be convened by the secretary and in exercising this function the secretary must comply with any direction given by:
    • 84.1.

      the Board of Trustees;
    • 84.2.

      the chair, so far as such direction is not inconsistent with any direction given under Article 84.1.
  • 85.

    Subject to Article 86, the secretary must give written notice of the meeting and a copy of the agenda for the meeting at least seven days in advance to all who are eligible to attend.
  • 86.

    Where the chair so determines, on the ground that there are matters demanding urgent consideration, it will be sufficient if the written notice of the meeting states that fact and the notice and the copy of the agenda are given within such shorter period as the chair directs.
  • 87.

    Guests or observers can attend meetings at the discretion of the chair.

Proceedings At Meetings

  • 88.

    The quorum for a meeting of the Board of Trustees and for any vote on any matter at such a meeting, is one half (rounded up to a whole number) of the membership of the Board of Trustees.
  • 89.

    For the purposes of Article 88 the membership does not include vacant positions on the Board of Trustees.
  • 90.

    The quorum for a meeting of a committee and for any vote on any matter at such a meeting will be determined within the committee’s terms of reference.
  • 91.

    Every question to be decided at a meeting is to be determined by a majority of the votes of those present and voting on the question.
  • 92.

    Where there is an equal division of votes the chair, or as the case may be, the person who is acting as chair for the purposes of the meeting, will have a second or casting vote.
  • 93.

    Guests or observers attending meetings do not count towards the quorum and are not entitled to vote on any matter being discussed at the meeting.
  • 94.

    If a secretary or chair fails to attend a meeting, those present and voting may appoint any one of their number to act as a secretary or chair for the purposes of that meeting.
  • 95.

    At the discretion of the chair, any item of business may be discussed at a meeting irrespective of whether the matter is specified as an item of business on the agenda for the meeting subject to the exception of Article 49.
  • 96.

    Where a person does not receive written notice of a meeting but it can be proven that the notice was sent, the decisions made at that meeting in their absence will still be valid.

Minutes And Papers

  • 97.

    The secretary must ensure that minutes of the proceedings of a meeting are drawn up and signed (subject to the approval of Board of Trustees or relevant committee) by the chair at the next meeting.
  • 98.

    Subject to Article 99, the secretary must, as soon as reasonably practicable, publish online for inspection by any interested Member, a copy of:
    • 98.1.

      the agenda for every meeting;
    • 98.2.

      the signed minutes of every such meeting;
    • 98.3.

      and any report or other paper considered at such a meeting.
  • 99.

    The Board of Trustees or a committee may exclude from any item required to be made available under Article 98 any matter that by reason of its nature they have determined should remain confidential.
  • 100.

    For the purposes of Article 60 the Board of Trustees should receive the minutes of committee meetings. Committees should receive the minutes of any sub-committees they have established.

Decisions Without A Meeting

  • 101.

    The Board of Trustees or a committee may take a decision without a meeting by indicating to each other by email that they share a majority view on a matter.
  • 102.

    A decision which is made in accordance with Article 101 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:
    • 102.1.

      approval from each Trustee or committee member must be received by the secretary;
    • 102.2.

      following receipt of response from all, the secretary shall communicate to all by any means whether the decision has been formally approved in accordance with these Articles;
    • 102.3.

      the date of the decision shall be the date of the communication from the secretary confirming formal approval;
    • 102.4.

      Any such matter decided upon without a meeting must be brought to the next meeting for formal note and inclusion in the minutes.

Conflict Of Interest

  • 103.

    Whenever a matter is to be discussed at a meeting or decided in accordance with Article 101 and a Trustee or committee member present has a conflict of interest (as defined in Article 105) in respect of that matter then they must:
    • 103.1.

      declare their interest;
    • 103.2.

      remain only for such part of the meeting as in the view of the others present is necessary to inform the debate;
    • 103.3.

      not be counted in the quorum for that part of the meeting or decision-making process; and
    • 103.4.

      withdraw during the vote and have no vote on the matter.
  • 104.

    If any question arises as to whether a person has a conflict of interest, the question shall be decided by a majority decision of the others present and voting at the meeting.
  • 105.

    A conflict of interest is defined as any situation in which a person’s personal interests or loyalties could, or could be seen to, prevent the person from making a decision only in the best interests of the charity.

Reviewed: 12/03/2019
Next Review: 12/03/2024