PART 1
KEY CONSTITUTIONAL PROVISIONS
1. Definitions and Interpretation
The meanings of any defined terms used in these Articles are set out in Article 55. If any dispute arises in relation to the interpretation of these Articles, it shall be resolved by the Board of Trustees.
2. Objects
The objects of the Union are the advancement of education of Students at The University of Bath for the public benefit by:
2.1 promoting the interests and welfare of Students at The University of Bath during their course of study and representing, supporting and advising Students;
2.2 being the recognised representative channel between Students and The University of Bath and any other external bodies; and
2.3 providing social, cultural, sporting and recreational activities and forums for discussions and debate for the personal development of its Students.
3. Powers
To further its objects, but not to further any other purpose, the Union may:
3.1 provide services and facilities for students;
3.2 establish, support, promote and operate a network of student activities for Student Members;
3.3 support any RAG or similar fundraising activities carried out by Student Members for charitable causes, including the provision of administrative support, banking facilities and acting as a holding trustee of any funds raised;
3.4 alone or with other organisations:
3.4.1 carry out campaigning activities;
3.4.2 seek to influence public opinion; and
3.4.3 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;
3.5 provide or procure the provision of advice, counselling and guidance;
3.6 write, make, commission, print, publish or distribute materials or information in any medium or assist in these activities;
3.7 promote, initiate, develop or carry out education and training and arrange, provide or assist with exhibitions, lectures, meetings, seminars, displays or classes;
3.8 promote, encourage, carry out or commission research, surveys, studies or other work, making the useful results available;
3.9 provide or appoint others to provide advice, guidance, representation and advocacy;
3.10 enter into contracts to provide services to or on behalf of other bodies;
3.11 co-operate with other charities, voluntary bodies, statutory authorities and other bodies and exchange information and advice with them;
3.12 establish and support or aid in the establishment and support of any other organisations and subscribe, lend or guarantee money or property for charitable purposes;
3.13 become a member, associate or affiliate of or act as trustee or appoint trustees of any other organisation (including without limitation any charitable trust of permanent endowment property held for any of the charitable purposes included in the Union’s objects);
3.14 undertake and execute charitable trusts;
3.15 amalgamate or merge with or acquire or undertake all or any of the property, liabilities and engagements of any body;
3.16 pay out of the funds of the Union the costs of forming and registering the Union;
3.17 accept (or disclaim) gifts of money and any other property;
3.18 raise funds by way of subscription, donation or otherwise;
3.19 acquire or rent any property of any kind and any rights or privileges in and over property and construct, maintain, alter and equip any buildings or facilities;
3.20 dispose of or deal with all or any of its property with or without payment and subject to such conditions as the Trustees think fit (in exercising this power the Union must comply as appropriate with the Charities Act 2011);
3.21 borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds, including charging property as security for the repayment of money borrowed or as security for a grant or the discharge of an obligation (the Union must comply as appropriate with the Charities Act 2011 if it wishes to mortgage land);
3.22 make grants or loans of money and give guarantees;
3.23 set aside funds for special purposes or as reserves against future expenditure, and impose restrictions, which may be revocable or irrevocable, on the use of any property of the Union, including (without limitation) by creating permanent endowment;
3.24 invest and deal with the Union’s money not immediately required for its objects in or upon any investments, securities, or property;
3.25 delegate the management of investments to an appropriately experienced and qualified Financial Expert provided that:
3.25.1 the investment policy is set down in writing for the Financial Expert by the Trustees;
3.25.2 every transaction is reported in a timely manner to the Trustees;
3.25.3 the performance of the investments is reviewed regularly by the Trustees;
3.25.4 the Trustees are entitled to cancel the delegation at any time;
3.25.5 the investment policy and the delegation arrangements are reviewed regularly;
3.25.6 all payments due to the Financial Expert are on a scale or at a level which is agreed in advance and are notified in a timely manner to the Trustees on receipt; and
3.25.7 the Financial Expert may not do anything outside the powers of the Trustees;
3.26 arrange for investments or other property of the Union to be held in the name of a nominee or nominees and pay any reasonable fee required;
3.27 lend money and give credit to, take security for such loans or credit and guarantee or give security for the performance of contracts by any person or company;
3.28 open and operate bank 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;
3.29 trade in the course of carrying out any of its objects and carry on any other trade which is not expected to give rise to taxable profits;
3.30 incorporate and acquire subsidiary companies to carry on any trade;
3.31 subject to Article 4 (Limitation on private benefits):
3.31.1 engage and pay employees, consultants and professional or other advisers; and
3.31.2 make reasonable provision for the payment of pensions and other retirement benefits to or on behalf of employees and former employees of the Union and to their spouses and dependants;
3.32 insure the property of the Union against any foreseeable risk and take out other insurance policies as are considered necessary by the Trustees to protect the Union;
3.33 provide indemnity insurance for the Trustees or any other officer of the Union in accordance with, and subject to the conditions in, Section 189 of the Charities Act 2011 (provided that in the case of an officer who is not a Trustee, the second and third references to “charity trustees” in the said Section 189 shall be treated as references to officers of the Charity); and
3.34 do all such other lawful things as may further the Union’s objects.
4. Limitation on private benefits
4.1 The income and property of the Union shall be applied solely towards the promotion of its objects.
Permitted benefits to Company Law Members, Trustees and Connected persons
4.2 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 Company Law Member unless the payment is permitted by Articles 4.3, 4.4 or 4.5.
4.3 No Trustee may:
4.3.1 sell goods, services or any interest in land to the Union;
4.3.2 be employed by, or receive any remuneration from, the Union; or
4.3.3 receive any other financial benefit from the Union;
unless the payment is permitted by Articles 4.4 or 4.5 or authorised by the court or the Charity Commission.
4.4 A Trustee may receive the following benefits from the Union:
4.4.1 a Trustee or a person who is Connected with a Trustee may receive a benefit from the Union in their capacity as a beneficiary of the Union;
4.4.2 a Trustee or a person who is Connected with a Trustee may be reimbursed by the Union for, or may pay out of the Union’s property, reasonable expenses properly incurred by them when acting on behalf of the Union;
4.4.3 a Sabbatical Trustee or a person who is Connected with a Trustee may be paid reasonable and proper remuneration 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 persons Connected with a Trustee under contracts of employment with the Union;
(b) the amount or maximum amount of the remuneration is set out in an agreement in writing between the Union and the Sabbatical Trustee or person Connected with a Trustee providing the goods or services (which for the avoidance of doubt may be a contract of employment);
(c) before entering into the agreement described at Article 4.4.3(b) the Trustees must be satisfied that it would be in the best interests of the Union for the goods or services to be provided by the Sabbatical Trustee or the person Connected with a Trustee for the amount or maximum amount set out in that agreement;
(d) subject to Article 4.4.3(a), the authorisation under this provision shall not extend to the service of acting as Trustee;
(e) if the person being remunerated is a Trustee the procedure described in Article 44 (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;
(f) if the person being remunerated is a person Connected with a Trustee the procedure described in Article 44 (Conflicts of interest) must be followed by the relevant Trustee in relation to any decisions regarding such person;
(g) subject to Article 4.6, this provision and Article 4.5.3 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 Connected with that Trustee); and
(h) at all times the provisions of the Education Act are complied with;
4.4.4 a Trustee or a person who is Connected with a Trustee may receive interest at a reasonable and proper rate on money lent to the Union;
4.4.5 a Trustee or a person who is Connected with a Trustee may receive reasonable and proper rent for premises let to the Union;
4.4.6 the Union may pay reasonable and proper premiums in respect of indemnity insurance effected in accordance with Article 3.33; and
4.4.7 a Trustee or other officer of the Union may receive payment under an indemnity from the Union in accordance with the indemnity provisions set out at Article 54;
provided that where benefits are conferred under Article 4.4, Article 44 (Conflicts of interest) must be complied with by the relevant Trustee in relation to any decisions regarding the benefit.
Subsidiary Companies
4.5 A Trustee may receive the following benefits from any Subsidiary Company:
4.5.1 a Trustee or a person who is Connected with a Trustee may receive a benefit from any Subsidiary Company in their capacity as a beneficiary of the Union or of any Subsidiary Company;
4.5.2 a Trustee or a person who is Connected with a Trustee may be reimbursed by any Subsidiary Company for, or may pay out of any Subsidiary Company’s property, reasonable expenses properly incurred by them when acting on behalf of any Subsidiary Company;
4.5.3 a Trustee or a person who is Connected with a Trustee may be paid reasonable and proper remuneration by any Subsidiary Company for any goods or services supplied to any Subsidiary Company, with the prior approval of the Trustees, (including services performed under a contract of employment with any Subsidiary Company or otherwise) provided that, subject to Article 4.6, this provision and Article 4.4.3 may not apply to more than half of the Trustees in any financial year (and for these purposes this provision shall be treated as applying to a Trustee if it applies to a person who is Connected with that Trustee);
4.5.4 a Trustee or a person who is Connected with a Trustee may, with the prior approval of the Trustees, receive interest at a reasonable and proper rate on money lent to any Subsidiary Company;
4.5.5 a Trustee or a person who is Connected with a Trustee may, with the prior approval of the Trustees, receive reasonable and proper rent for premises let to any Subsidiary Company;
4.5.6 any Subsidiary Company may pay reasonable and proper premiums in respect of indemnity insurance for its directors and officers; and
4.5.7 a Trustee or a person who is Connected with a Trustee may receive payment under an indemnity from any Subsidiary Company in accordance with the constitution of the relevant Subsidiary Company;
provided that the affected Trustee may not take part in any decision of the Trustees to approve a benefit under Articles 4.5.3, 4.5.4 or 4.5.5.
4.6 Where a vacancy arises on the Board of Trustees with the result that Articles 4.4.3 and 4.5.3 apply/applies to more than half of the Trustees, the Union may continue to pay remuneration to its Sabbatical Trustees and any person who is Connected with a Trustee who is receiving remuneration in accordance with Articles 4.4.3 or 4.5.3 provided that the Union uses all reasonable endeavours to fill the vacancy as soon as possible.
5. Liability of Company Law Members
The liability of each Company Law Member is limited to £1, being the amount that each Company Law Member undertakes to contribute to the assets of the Union in the event of its being wound up while they are a Company Law Member or within one year after they cease to be a Company Law Member, for:
5.1 payment of the Union’s debts and liabilities contracted before they cease to be a Company Law Member;
5.2 payment of the costs, charges and expenses of winding up; and
5.3 adjustment of the rights of the contributories among themselves.
6. Dissolution
6.1 If the decision is taken by the Trustees to dissolve the Union 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.
6.2 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 Union.
6.3 In no circumstances shall any remaining property or assets of the Union be paid to or distributed among its members in the event that it is dissolved.
6.4 The Charity Commission must be notified if the decision is taken to dissolve the Union.
7. Reviewing and Amending the Articles
7.1 The University of Bath shall be required to review the provisions of these Articles at intervals of not more than five years.
7.2 No amendment of these Articles shall be made which would have the effect of the Union ceasing to be a charity.
7.3 Any minor amendments such as changes to terminology may be:
7.3.1 proposed by the Board of Trustees;
7.3.2 subject to the approval of the University Council;
7.3.3 approved by a special resolution of the Company Law Members; and
7.3.4 notified to the Student Members.
7.4 Any other amendment to the Articles shall require the following:
7.4.1 The circulation by the Board of Trustees of a proposal to amend the Articles to all the Student Members (the “Proposal”);
7.4.2 A period of time (as set out by the Trustees but not less than two weeks) during which any amendments to the Proposal may be submitted to the Board of Trustees by any Student Member;
7.4.3 The circulation by the Board of Trustees to all the Student Members of a resolution to approve either the Proposal or a revised Proposal incorporating those amendments submitted in accordance with Article 7.4.2 which the Board of Trustees in their absolute discretion have accepted;
7.4.4 A resolution passed at a Student Members’ meeting or in a Referendum by a two thirds majority vote approving the Proposal or the revised Proposal (as the case may be);
7.4.5 The approval of the The University of Bath; and
7.4.6 A special resolution of the Company Law Members making the amendments to the Articles that have been approved by resolution of the Student Members in accordance with Article 7.4.4..
PART 2
MEMBERS
8. Members of the Union
8.1 The Members of the Union shall be as follows:
8.1.1 the Student Members; and
8.1.2 the Company Law Members.
8.2 The Union may also have associate members in accordance with Article 13.
BECOMING AND CEASING TO BE A STUDENT MEMBER
9. Student Members
9.1 The Student Members shall be as follows:
9.1.1 each and every Student who has not opted out by notifying the Union of their wish not to be a Student Member; and
9.1.2 the Sabbatical Officers.
9.2 The names of the Student Members shall be entered in the register of Student Members.
9.3 Student Members shall be entitled to the benefits set out in the Code of Practice.
10. Termination of Student Membership
Student Membership shall not be transferable and shall cease on death. A Student Member shall cease to be a Student Member of the Union if:
10.1 they cease to be a Student. For the avoidance of doubt, this will include the situation where a Student Member’s Student status with The University of Bath is revoked by The University of Bath;
10.2 they cease to be a Sabbatical Officer;
10.3 they opt out of Student Membership by giving written notice to the Union in accordance with the Rules (and such Student Membership shall terminate on the date specified in the notice, or the date of the notice, whichever is later); or
10.4 a decision is made to remove them from Student Membership of the Union in accordance with the Union’s code of conduct or disciplinary procedure for Student Members.
BECOMING AND CEASING TO BE A COMPANY LAW MEMBER
11. Trustees as Company Law Members
11.1 Until and including the Effective Date, the subscribers to the Memorandum of Association of the Union shall be the Company Law Members. Thereafter, the Trustees from time to time shall be the only Company Law Members.
11.2 A Trustee shall become a Company Law Member on becoming a Trustee. In agreeing to become a Trustee, each new Trustee is also agreeing to become a Company Law Member.
11.3 The names of the Company Law Members must be entered in the register of Company Law Members.
12. Termination of Company Law Membership
12.1 A Company Law Member shall cease to be a Company Law Member automatically when they cease to be a Trustee.
12.2 Company Law Membership is not transferable and shall cease on death.
ASSOCIATE MEMBERS
13. Associate members
The Trustees may establish such classes of associate membership with such description and with such rights and obligations as they think fit and may admit and remove such associate members in accordance with the Rules provided that no such associate members shall be Members of the Union for the purposes of the Articles or the Companies Acts.
CODE OF CONDUCT
14. Code of Conduct
14.1 The Board of Trustees shall establish and monitor a “code of conduct” and “disciplinary procedure” that all Student Members shall be required to adhere to, including when Student Members are involved in activities or at events that are administered or organised by the Union.
14.2 The code of conduct and/or disciplinary procedure for Student Members may include a range of sanctions for breach of the code of conduct by a Student Member, including the suspension or removal of some or all of the rights and privileges of Student Membership, including the holding of office.
REFERENDUMS
15. Referendums
15.1 A Referendum may be called on any issue by:
15.1.1 a resolution of the Trustees;
15.1.2 subject to Articles 24.1 and 26.2.1, a Secure Petition signed or agreed to by at least 2% of Student Members.
15.2 Subject to Articles 24 and 26.4, a resolution may only be passed by Referendum if at least 5% of Student Members cast a vote in the Referendum and a simple majority of the votes cast are in favour of the resolution.
15.3 Referendums shall be conducted in accordance with these Articles and any Rules.
15.4 Subject to Article 28.2, the Student Members may set Policy by Referendums. Policy set by Referendums may overturn Policy set by the Student Council and Policy set by the Student Members at a Student Members’ meeting.
STUDENT MEMBERS’ MEETINGS
16. Student Members’ meetings
16.1 The Union may hold Student Members’ meetings which shall be called and held in accordance with the Rules. The annual Student Members’ meeting shall be held at such time and place as the Trustees shall think suitable to allow the maximum number of Student Members to attend (and may be held virtually or in hybrid format for example by video conferencing, through online meeting software and/or in person).
16.2 The notice of the annual Student Members’ meeting must state the business to be transacted.
16.3 The Union may hold an Annual Student Members’ meeting to meet the requirements of the 1994 Education Act which shall include:
16.3.1 ratification of minutes of the previous annual Student Members’ meeting;
16.3.2 receiving the report of the Trustees on the Union’s activities since the previous annual Student Members’ meeting;
16.3.3 formally presenting the accounts of the Union to the Student Members;
16.3.4 approving the list of affiliations of the Union; and
16.3.5 open questions to the Trustees by the Student Members.
16.4 If the Union does not hold an Annual Student members’ meeting then they must ensure that the 1994 Education Act requirements are met in a manner agreed by the University. For the avoidance of doubt, any Student Members’ meeting held under this Article 16 shall not be a Company Law Meeting of the Union for the purposes of the Companies Acts.
COMPANY LAW MEETINGS
17. Company Law Meetings
17.1 The Trustees may call a Company Law Meeting at any time.
17.2 Such meetings must be held in accordance with the provisions regarding such meetings in the Companies Acts.
17.3 A Company Law Meeting is likely to only be required where the Union wishes to pass a company law resolution (other than by way of written resolution) in accordance with the Articles and/or the Companies Acts, for example a resolution to amend the Union’s Articles of Association.
WRITTEN RESOLUTIONS
18. Written Resolutions
18.1 Subject to this Article 18, a written resolution agreed by:
18.1.1 Company Law Members representing a simple majority; or
18.1.2 (in the case of a special resolution) Company Law Members representing not less than 75%;
of the eligible Company Law Members shall be effective.
18.2 On a written resolution each Company Law Member shall have one vote.
18.3 A written resolution is not a special resolution unless it states that is was proposed as a special resolution.
Circulation
18.4 A copy of the proposed written resolution must be sent to every eligible Company Law Member together with a statement informing the Company Law Member how to signify their agreement and the date by which the resolution must be passed if it is not to lapse.
18.5 In relation to a resolution proposed as a written resolution of the Union the eligible Company Law Members are the Company Law Members who would have been entitled to vote on the resolution on the Circulation Date of the resolution.
18.6 The required majority of eligible Company Law Members must signify their agreement to the written resolution within the period of 28 days beginning with the Circulation Date. A written resolution is passed when the required majority of eligible Company Law Members have signed their agreement to it.
18.7 Communications in relation to written resolutions must be sent to the Union’s auditors in accordance with the Companies Acts.
Signifying agreement
18.8 A Company Law Member signifies their agreement to a proposed written resolution when the Union receives from them (or from someone acting on their behalf) an authenticated document:
18.8.1 identifying the resolution to which it relates; and
18.8.2 indicating the Company Law Member’s agreement to the resolution.
18.9 For the purposes of Article 18.8:
18.9.1 a document sent or supplied in Hard Copy Form is sufficiently authenticated if it is signed by the person sending or supplying it; and
18.9.2 a document sent or supplied in Electronic Form is sufficiently authenticated if:
(a) the identity of the sender is confirmed in a manner specified by the Union; or
(b) where no such manner has been specified by the Union, if the communication contains or is accompanied by a statement of the identity of the sender and the Union has no reason to doubt the truth of that statement.
18.10 If the Union gives an electronic address in any document containing or accompanying a written resolution, it will be deemed to have agreed that any document or information relating to that resolution may be sent by Electronic Means to that address (subject to any conditions or limitations specified in the document).
18.11 For the avoidance of doubt only the Company Law Members can make a written resolution.
PART 3
TRUSTEES
APPOINTMENT AND RETIREMENT OF TRUSTEES
19. Appointment of Trustees
Those persons notified to the Registrar of Companies as the first directors of the Union shall be the first Trustees until and including the Effective Date, save that where one or more of those individuals cease to be a Trustee for whatever reason before the Effective Date, the remaining Trustees may in their sole discretion appoint somebody to replace the individual. On the day immediately following the Effective Date, those persons elected and/or appointed by the Unincorporated Charity as its board of trustees for the then current academic year shall be the Trustees of the Union and shall be deemed to be the Union’s Sabbatical Trustees, Student Trustees and Lay Trustees as appropriate for the purposes of these Articles. Thereafter, the Trustees shall be made up of the following persons:
19.1 not more than six Sabbatical Trustees, elected in accordance with Article 20;
19.2 at least one and not more than six Student Trustees, appointed in accordance with Article 21; and
19.3 not more than six Lay Trustees, appointed in accordance with Article 22.
20. Sabbatical Trustees and Officers
20.1 Sabbatical Officers shall be elected by secret ballot by the Student Members at an election to be held in accordance with the Rules. The Sabbatical Officers shall be elected to posts specified in the Rules.
20.2 The Sabbatical Officers from time to time shall be the Sabbatical Trustees. Except where otherwise indicated, references in these Articles to “Sabbatical Trustees” are to individuals acting solely in their capacity as Sabbatical Trustees.
20.3 The Sabbatical Officers shall remain in office for a term of one year commencing in accordance with the Rules. 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 Officer may be re-elected for a maximum further term of one year by the Student Members at an election to be held in accordance with the Rules. For the avoidance of doubt, a Sabbatical Officer’s terms of office may be either consecutive or non-consecutive.
20.4 Each Sabbatical Officer must be a Student Member or a Sabbatical Officer at the time of their election. In accordance with Article 9, each Sabbatical Officer shall become a Student Member on commencement of their appointment or re-appointment as a Sabbatical Officer. Such Student Membership shall cease when the Sabbatical Officer ceases to be a Sabbatical Officer.
20.5 The Sabbatical Officers shall be deemed to be “major union office holders” for the purposes of Section 22 of the Education Act.
20.6 At the same time as commencing the term of office as a Sabbatical Officer, the Sabbatical Officer will enter into a contract of employment with the Union for a term to be determined by the Rules. The duties and method of remuneration of each Sabbatical Officer shall be as set out in the Rules.
21. Student Trustees
Subject to Article 21.2 below, Student Trustees shall be appointed by a simple majority vote of the Board.
21.1 Each Student Trustee must be a Student and Student Member at the time of their appointment and for the duration of their term as a Student Trustee.
21.2 Student Trustees shall remain in office for a term of up to two years outlined by the Board at the date of their appointment. The term of office may be shorter or longer on a transitional basis to coincide with the alteration of the year start or end.
21.3 A Student Trustee who remains eligible may serve a maximum of two consecutive terms.
22. Lay Trustees
22.1 Lay Trustees shall be appointed by a simple majority vote of the Board.
22.2 Lay Trustees shall remain in office for a term of up to three years outlined by the Board at the date of their appointment.
22.3 Lay Trustees may serve for a maximum of two terms which may either be consecutive or non-consecutive. For the avoidance of doubt, time served as a Sabbatical Trustee or Student Trustee shall not count when calculating the maximum term of office of a Lay Trustee.
23. Disqualification, Resignation and Removal of Trustees
The office of a Trustee shall be immediately vacated if:
23.1 they cease to be a company director by virtue of any provision of the Companies Act 2006 or are prohibited from being a company director by law;
23.2 they are disqualified under the Charities Act 2011 from acting as a trustee of a charity;
23.3 in the case of a Sabbatical Trustee, they cease to be a Sabbatical Officer and/or an employee of the Union, howsoever their office or employment ceases;
23.4 in the case of a Student Trustee, they cease to be a Student;
23.5 in the case of a Sabbatical Trustee or a Student Trustee, they cease to be a Student Member for any reason, including without limitation where they are removed from Student Membership of the Union in accordance with the Union’s code of conduct or disciplinary procedure for Student Members;
23.6 they resign by notice in writing to the Union (but following the Effective Date only if at least four Trustees will remain in office when the notice of resignation is to take effect);
23.7 the Trustees reasonably believe the Trustee has become physically or mentally incapable of managing their own affairs and they resolve that the Trustee be removed from office;
23.8 they fail to attend two consecutive meetings of the Trustees and the Trustees resolve that the Trustee be removed for this reason;
23.9 they cease to be a Company Law Member;
23.10 they are removed from office under Articles 24 or 25, or
23.11 in the case of a Lay Trustee or a Student Trustee, they become an employee of the Union or the University.
24. Removal of Student Trustee or Lay Trustees by the Student Members
The office of a Student Trustee or Lay Trustee shall be vacated if a motion of no confidence in the Trustee is passed by a simple majority of the Student Members voting in a Referendum, provided that at least 5% of Student Members cast a vote in the Referendum. Such a motion shall only be triggered by a Secure Petition signed or agreed to by at least 5% of Student Members.
25. Removal of Trustees by the Board
The office of a Trustee shall be vacated if a majority resolution of no confidence in the Trustee is passed by the other 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 accordingly in accordance with Article 40.
26. Removal of Elected Officers
An Elected Officer shall be removed from office if they:
26.1 resign or die;
26.2 their contract of employment (referred to at Article 20.6) terminates for any reason;
26.3 they cease to be a Student Member for any reason (including without limitation where they are removed from Student Membership of the Union in accordance with the Union’s code of conduct or disciplinary procedure for Student Members);
26.4 are removed from office as an Elected Officer by a motion of no confidence in the Elected Officer passed by a simple majority of the Student Members voting in a Referendum, provided that at least 5% Student Members cast a vote in the Referendum. Such a motion shall only be triggered by a Secure Petition signed or agreed to by at least 5% of Student Members; or provided that, in the case of a Sabbatical Officer, such removal shall be subject to the Union having first carried out any steps it is required to take under the Sabbatical Officer’s contract of employment and/or the applicable disciplinary procedure and otherwise in accordance with good employment practice.
27. Replacement of Trustees
27.1 If a Sabbatical Trustee resigns, is disqualified or is 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 Rules.
27.2 If a Sabbatical Trustee resigns, is disqualified or is removed from office after the commencement of the Academic Year the vacancy shall remain until the next elections are held.
27.3 If a Student Trustee resigns, is disqualified or is removed from office, a Student Trustee may be appointed to the vacancy in accordance with Article 21.1.
27.4 If a Lay Trustee resigns, is disqualified or is removed from office, a Lay Trustee shall be appointed to the vacancy in accordance with Article 22.1.
TRUSTEES’ POWERS AND RESPONSIBILITIES
28. Trustees’ general authority
28.1 The Board of Trustees shall be responsible for the management and administration of the Union and (subject to the Education Act, Charities Acts and these Articles) may exercise all powers of the Union at a meeting of the Trustees at which a quorum is present.
28.2 The Board of Trustees may override any decision or Policy made by the Student Members at a Student Members’ meeting, by Referendum or by any other student forum which the Trustees consider (in their absolute discretion):
28.2.1 has or may have any financial implications for the Union;
28.2.2 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);
28.2.3 is not or may not be in the best interests of the Union or all or any of its charitable objects; or
28.2.4 will or may otherwise affect the discharge of any or all of the responsibilities referred to in Article 28.1.
28.3 No alteration of these Articles or the Rules shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made.
28.4 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:
28.4.1 was not properly appointed;
28.4.2 was disqualified from holding office;
28.4.3 had vacated office; or
28.4.4 was not entitled to vote.
29. Trustees may delegate
29.1 Subject to the Articles, the Trustees may delegate any of their powers or functions to any committee.
29.2 Subject to the Articles, the Trustees may delegate the implementation of their decisions or day to day management of the affairs of the Union to any person or committee.
29.3 Any delegation by the Trustees may be:
29.3.1 by such means;
29.3.2 to such an extent;
29.3.3 in relation to such matters or territories; and
29.3.4 on such terms and conditions
as they think fit.
29.4 The Trustees may authorise further delegation of the relevant powers, functions, implementation of decisions or day to day management by any person or committee to whom they are delegated.
29.5 The Trustees may revoke any delegation in whole or part, or alter its terms and conditions.
29.6 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.
29.7 The following powers or functions cannot be delegated under this Article 29:
29.7.1 the appointment or removal of Trustees in accordance with Articles 20 and 27;
29.7.2 the decision to dissolve the Union;
29.7.3 the approval of the Union budget;
29.7.4 the approval of the annual report to be submitted to Charity Commission.
30. Committees
30.1 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.
30.2 The quorum for any meeting of a committee must be recorded within the terms of reference.
30.3 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 Union.
30.4 The Board of Trustees must appoint a secretary to each committee established by it, who must not be the Chief Executive of the Union.
30.5 The secretary’s responsibilities will be the same as those described in Article 48.
30.6 The Board of Trustees may remove the secretary or chair of any committee from office at any time.
30.7 A committee may establish its own sub-committees in the same way as the Board of Trustees as described in these Articles.
31. Delegation to committees
In the case of delegation to committees:
31.1.1 the resolution making the delegation must specify those who shall serve or be asked to serve on such committee (although the resolution may allow the committee to make co-options up to a specified number);
31.1.2 subject to Article 30.1, the composition of any committee shall be entirely in the discretion of the Trustees and may include such of their number (if any) as the resolution may specify;
31.1.3 the deliberations of any committee must be reported regularly to the Trustees and any resolution passed or decision taken by any committee must be reported promptly to the Trustees and every committee must appoint a secretary for that purpose;
31.1.4 no committee shall knowingly incur expenditure or liability on behalf of the Union except where authorised by the Trustees or in accordance with a budget which has been approved by the Trustees.
31.2 For the avoidance of doubt, the Trustees may delegate all financial matters apart from approval of the budget 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 or agreement of at least one Trustee shall be required for payments above a certain amount as set out by the Trustee Board 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.
31.3 The meetings and proceedings of any committee shall be governed by the Articles regulating the meetings and proceedings of the Trustees so far as they apply and are not superseded by any Rules.
32. Delegation of day-to-day management powers to the Chief Executive
In the case of delegation of the day-to-day management of the Union to the Chief Executive:
32.1 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;
32.2 the Trustees shall provide the Chief Executive with a description of their role and the extent of their authority;
32.3 the Chief Executive shall report regularly to the Trustees on the activities undertaken in managing the Union and provide them regularly with management accounts which are sufficient to explain the financial position of the Union; and
32.4 the Trustees shall provide the Chief Executive with a performance management structure to aid their work plan and development.
DECISION-MAKING BY TRUSTEES
33. Trustees to take decisions collectively
Any decision of the Trustees must be either a majority decision at a meeting or a decision taken in accordance with Article 43 (Decisions without a meeting).
34. Trustees’ meetings
34.1 The Trustees must hold a minimum of four meetings in each Academic Year.
34.2 Guests or observers can attend meetings of the Trustees at the discretion of the Chair of the Meeting.
35. Calling a Trustees’ meeting
Three Trustees may, and the Chief Executive or Secretary at the request of three Trustees must, call a Trustees’ meeting.
36. Length of Notice
A Trustees’ meeting must be called by at least seven clear days’ notice unless either:
36.1 all the Trustees agree; or
36.2 urgent circumstances require shorter notice.
37. Contents of Notice
Every notice calling a Trustees’ meeting must specify:
37.1 the place, day and time of the meeting;
37.2 the general particulars of all business to be considered at such meeting; and
37.3 if it is anticipated that Trustees participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
38. Service of Notice
Notice of Trustees’ meetings must be given to each Trustee, but need not be in writing. Notice of Trustees’ meeting may be sent by Electronic Means to an address provided by the Trustee for the purpose.
39. Participation in Trustees’ meetings
39.1 Subject to the Articles, Trustees participate in a Trustees’ meeting, or part of a Trustees’ meeting, when:
39.1.1 the meeting has been called and takes place in accordance with the Articles; and
39.1.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting (for example via telephone or video conferencing).
39.2 In determining whether Trustees are participating in a Trustees’ meeting, it is irrelevant where any Trustee is or how they communicate with each other.
39.3 If all the Trustees participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
40. Quorum for Trustees’ meetings
40.1 At a Trustees’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
40.2 The quorum for Trustees’ meetings until and including the Effective Date shall be two. Thereafter, 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.
40.3 For the purposes of Article 40.2 the membership does not include vacant positions on the Board of Trustees.
40.4 If the total number of Trustees for the time being is less than the quorum required, the Trustees must not take any decision other than a decision to increase the number of Trustees including by calling an election so as to enable the Student Members to elect further Trustees.
41. Chair and Vice Chair
41.1 The President shall be the Chair of the Trustees.
41.2 The Trustees must appoint a Trustee to be Vice Chair of the Trustees and may at any time remove them from office. The role of the Vice Chair will be to support the Chair.
41.3 The Chair, or in their absence, the Vice Chair shall preside as Chair of the Meeting. In the absence of the Chair and the Vice Chair, another Trustee appointed by the Trustees present shall preside as Chair of the Meeting.
41.4 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 29) provided that all of the following conditions are met:
41.4.1 not taking action immediately would be detrimental to the Union;
41.4.2 it is not possible to call a Board of Trustees meeting in the time available; and
41.4.3 it is not possible for a decision to be taken by the Trustees in accordance with Article 43 in the time available.
41.4.4 Any use of emergency powers under Article 41 must be reported to the Board
42. Casting vote
42.1 If the numbers of votes for and against a proposal at a Trustees’ meeting are equal, the Chair of the Meeting has a casting vote in addition to any other vote they may have.
42.2 Article 42.1 does not apply if, in accordance with the Articles, the Chair of the Meeting is not to be counted as participating in the decision-making process for quorum or voting purposes.
43. Decisions without a meeting
43.1 The Trustees may, in the circumstances outlined in this Article, make a simple majority decision without holding a Trustees’ meeting.
43.2 If:
43.2.1 a Trustee has become aware of a matter on which the Trustees need to take a decision;
43.2.2 that Trustee has taken all reasonable steps to make all the other Trustees aware of the matter and the decision;
43.2.3 the Trustees have had a reasonable opportunity to communicate their views on the matter and the decision to each other; and
43.2.4 a simple majority of the Trustees vote in favour of a particular decision on that matter
a decision of the Trustees may be taken by a majority and shall be as valid and effectual as if it had been taken at a Trustees’ meeting duly convened and held.
43.3 Trustees participating in the taking of a majority decision otherwise than at a Trustees’ meeting in accordance with this Article:
43.3.1 may be in different places, and may participate at different times; and
43.3.2 may communicate with each other by any means.
43.4 No decision shall be taken by the Trustees in accordance with this Article unless a quorum participates in the decision-making process. The quorum for Trustees’ decision-making in accordance with this Article shall be the same as the quorum for Trustees’ meetings as set out in Article 40.
43.5 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 Article. The process shall include:
43.5.1 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;
43.5.2 the nomination of a person to whom all Trustees’ votes must be communicated;
43.5.3 if a majority of the Trustees vote in favour of the decision, the nominated person must 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
43.5.4 the nominated person must prepare a minute of the decision in accordance with Article 49 (Minutes).
43.6 In the case of an equality of votes in any decision-making process in accordance with this Article, the chair shall be entitled to a casting vote in addition to any other vote the chair 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 or voting purposes.
44. Conflicts of interest
Declaration of interests
44.1 Unless Article 44.2 applies, a Trustee must declare the nature and extent of:
44.1.1 any direct or indirect interest which they have in a proposed transaction or arrangement with the Union; and
44.1.2 any duty or any direct or indirect interest which they have which conflicts or may conflict with the interests of the Union or their duties to the Union.
44.2 There is no need to declare any interest or duty of which the other Trustees are, or ought reasonably to be, already aware.
Participation in decision-making
44.3 If a Trustee’s interest or duty cannot reasonably be regarded as likely to give rise to a conflict of interest or a conflict of duties with or in respect of the Union, they are entitled to participate in the decision-making process, to be counted in the quorum and to vote in relation to the matter. Any uncertainty about whether a Trustee’s interest or duty is likely to give rise to a conflict shall be determined by a majority decision of the other Trustees taking part in the decision-making process.
44.4 If a Trustee’s interest or duty gives rise (or could reasonably be regarded as likely to give rise) to a conflict of interest or a conflict of duties with or in respect of the Union, they may participate in the decision-making process and may be counted in the quorum and vote unless:
44.4.1 the decision could result in the Trustee or any person who is Connected with the Trustee receiving a benefit other than:
(a) any benefit received in their capacity as a beneficiary of the Union (as permitted under Article 4.4.1) and which is available generally to the beneficiaries of the Union;
(b) the payment of premiums in respect of indemnity insurance effected in accordance with Article 3.33;
(c) payment under the indemnity set out at Article 54; and
(d) reimbursement of expenses in accordance with Article 4.4.2; or
44.4.2 a majority of the other Trustees participating in the decision-making process decide to the contrary;
in which case the Trustee must comply with Article 44.5.
44.5 If a Trustee with a conflict of interest or conflict of duties is required to comply with this Article 44.5, they must:
44.5.1 take part in the decision-making process only to such extent as in the view of the other Trustees is necessary to inform the debate;
44.5.2 not be counted in the quorum for that part of the process; and
44.5.3 withdraw during the vote and have no vote on the matter.
Continuing duties to the Union
44.6 Where a Trustee or a person who is Connected with them has a conflict of interest or conflict of duties and the Trustee has complied with their obligations under these Articles in respect of that conflict:
44.6.1 the Trustee shall not be in breach of their duties to the Union by withholding confidential information from the Union if to disclose it would result in a breach of any other duty or obligation of confidence owed by them; and
44.6.2 the Trustee shall not be accountable to the Union for any benefit expressly permitted under these Articles which they or any person who is Connected with them derives from any matter or from any office, employment or position.
45. Register of Trustees’ interests
The Trustees must cause a register of Trustees’ interests to be kept.
PART 4
ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS PROVISIONS
46. Rules
The Trustees alone or the Student Members Meeting with approval of the Trustees shall have the power from time to time to jointly make, repeal or amend Rules as to the management of the Union and its working practices provided that such Rules shall not be inconsistent with these Articles.
47. Communications by and to the Union
Methods of communication
47.1 Subject to the Articles and the Companies Acts, any document or information (including any notice, report or accounts) sent or supplied by the Union under the Articles or the Companies Acts may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by the Union, including without limitation:
47.1.1 in Hard Copy Form;
47.1.2 in Electronic Form; or
47.1.3 by making it available on a website.
47.2 Where a document or information which is required or authorised to be sent or supplied by the Union under the Companies Acts is sent or supplied in Electronic Form or by making it available on a website, the recipient must have agreed that it may be sent or supplied in that form or manner or be deemed to have so agreed under the Companies Acts (and not revoked that agreement). Where any other document or information is sent or supplied in Electronic Form or made available on a website the Trustees may decide what agreement (if any) is required from the recipient.
47.3 Where a document or information which is required or authorised to be sent or supplied by the Union under the Companies Acts is sent or supplied by making it available on a website, the Union must notify the recipient that the document or information is available on the website in accordance with the Companies Acts.
47.4 Subject to the Articles, any notice or document to be sent or supplied to a Trustee in connection with the taking of decisions by Trustees may also be sent or supplied by the means by which that Trustee has asked to be sent or supplied with such notices or documents for the time being.
Deemed delivery
47.5 A Company Law Member present in person or by proxy at a meeting of the Union shall be deemed to have received notice of the meeting and the purposes for which it was called.
47.6 Where any document or information is sent or supplied by the Union to the Company Law Members:
47.6.1 where it is sent by post it is deemed to have been received 48 hours (including Saturdays, Sundays, and Public Holidays) after it was posted;
47.6.2 where it is sent or supplied by Electronic Means, it is deemed to have been received on the same day that it was sent;
47.6.3 where it is sent or supplied by means of a website, it is deemed to have been received:
(a) when the material was first made available on the website; or
(b) if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
47.7 Subject to the Companies Acts, a Trustee or any other person (other than in their capacity as a Company Law Member) may agree with the Union that notices or documents sent to that person in a particular way are deemed to have been received within a specified time, and for the specified time to be less than 48 hours.
Failed delivery
47.8 Where any document or information has been sent or supplied by the Union by Electronic Means and the Union receives notice that the message is undeliverable:
47.8.1 if the document or information has been sent to a Company Law Member or Trustee and is notice of a Company Law Meeting of the Union, the Union is under no obligation to send a Hard Copy of the document or information to the Company Law Member’s or Trustee’s postal address as shown in the Union’s register of Company Law Members or Trustees, but may in its discretion choose to do so;
47.8.2 in all other cases, the Union shall send a Hard Copy of the document or information to the Company Law Member’s postal address as shown in the Union’s register of Company Law Members (if any), or in the case of a recipient who is not a Company Law Member, to the last known postal address for that person (if any); and
47.8.3 the date of service or delivery of the documents or information shall be the date on which the original electronic communication was sent, notwithstanding the subsequent sending of Hard Copies.
Exceptions
47.9 Copies of the Union’s annual accounts and reports need not be sent to a person for whom the Union does not have a current address.
47.10 Notices of Company Law Meetings need not be sent to a Company Law Member who does not register an address with the Union, or who registers only a postal address outside the United Kingdom, or to a Company Law Member for whom the Union does not have a current address.
Communications to the Union
47.11 The provisions of the Companies Acts shall apply to communications to the Union.
Communications with Student Members
47.12 Notwithstanding anything in this Article 7, the Union may send or supply any document or information to Student Members (whether under the Articles or otherwise) in such manner as the Union thinks fit. In particular (but without limitation) if the Union is aware of a Student Member’s email address, the Union may communicate with the Student Member using that address, and the Union may communicate with Student Members via website.
47.13 Further provisions governing the Union’s communications with its Student Members may be set out in the Rules.
48. Secretary
The Secretary to the Board of Trustees shall be appointed by the Board of Trustees. The Secretary cannot be a Trustee or the Chief Executive.
48.1 The Board of Trustees may remove the Secretary from office at any time.
48.2 The Secretary shall be responsible for:
48.2.1 convening meetings in accordance with Articles 35 to 38;
48.2.2 ensuring that proceedings are conducted in accordance with Articles 39 to 42;
48.2.3 preparing and making available minutes and papers
48.3 anything authorised or required to be given or sent to, or served on, the Union by being sent to its Secretary may be given or sent to, or served on, the Union itself, and if addressed to the Secretary shall be treated as addressed to the Union; and
48.4 anything else required or authorised to be done by or to the Secretary of the Union may be done by or to a Trustee, or a person authorised generally or specifically in that behalf by the Trustees.
49. Minutes
49.1 The Trustees shall cause minutes to be made:
49.1.1 of all appointments of officers made by the Trustees;
49.1.2 of all resolutions of the Union and of the Trustees (including, without limitation, decisions of the Trustees made without a meeting); and
49.1.3 of all proceedings at meetings of the Union and of the Trustees, and of committees of Trustees, including the names of the Trustees participating in each such meeting
and any such minute, if purported to be signed (or in the case of minutes of Trustees’ meetings signed or authenticated) 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.
49.2 The minutes referred to in Article 49.1 above must be kept for at least ten years from the date of the meeting, resolution or decision.
49.3 The minutes of the meetings referred to in Article 49.1 above shall normally be considered open and shall be available to the Student 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 (such copies may be in Electronic Form).
50. Records and accounts
50.1 The Trustees shall comply with the requirements of the Companies Acts and of the Charities Act 2011 as to maintaining a Company Law Members’ register, keeping financial records, the audit or examination of accounts and the preparation and transmission to the Registrar of Companies and the Charity Commission of:
50.1.1 annual reports;
50.1.2 annual returns; and
50.1.3 annual statements of account.
50.2 The Student Members have the right to ask the Trustees questions in writing about the content of any documents referred to in Article 50.1.
51. Irregularities
The proceedings at any meeting or on the taking of any poll 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 any want of qualification in any of the persons present or voting or by reason of any business being considered which is not specified in the notice.
52. Patrons
The Trustees may appoint and remove any individual(s) as patron(s) of the Union and on such terms as they shall think fit. A patron shall have the right to be given notice of, to attend and speak (but not vote) at any Student Members’ meeting as if a Student Member and shall also have the right to receive accounts of the Union when available to Student Members.
53. Exclusion of model articles
The relevant model articles for a company limited by guarantee are hereby expressly excluded.
TRUSTEES’ INDEMNITY
54. Indemnity
Without prejudice to any indemnity to which a Trustee may otherwise be entitled, every Trustee of the Union shall be indemnified out of the assets of the Union in relation to any liability incurred by them in that capacity but only to the extent permitted by the Companies Acts; and every other officer of the Union may be indemnified out of the assets of the Union in relation to any liability incurred by them in that capacity, but only to the extent permitted by the Companies Acts.
DEFINITIONS AND INTERPRETATION
55. Defined terms
55.1 In these Articles, unless the context requires otherwise, the following terms shall have the following meanings:
Term Meaning
55.1.1 “Academic Year” the period between 1st July in one year to 30th June in the next year determined by the Union as the period during which Students are required to be registered with The University of Bath.
55.1.2 “address” includes a postal or physical address and a number or address used for the purpose of sending or receiving documents by Electronic Means;
55.1.3 “Articles” these articles of association of the Union;
55.1.4 “Board of Trustees”
or “Board” the board of Trustees of the Union;
55.1.5 “Chair” the chair of the Board of Trustees, who shall be the President in accordance with Article 41.1;
55.1.6 “Chair of the Meeting” in the case of Trustees’ meetings means the person chairing the meeting in accordance with Article 41;
55.1.7 “Charities Acts” includes the Charities Act 2011, the Charities Act 2022 and all other supplementary or secondary legislation from time to time;
55.1.8 “Chief Executive” the chief executive of the Union who is appointed by the Board of Trustees;
55.1.9 “Circulation Date” in relation to a written resolution, has the meaning given to it in the Companies Acts;
55.1.10 “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;
55.1.11 “Code of Practice” the code of practice relating to The University of Bath’s obligations under Section 22 of the Education Act;
55.1.12 “Companies Acts” the Companies Acts (as defined in Section 2 of the Companies Act 2006), in so far as they apply to the Union;
55.1.13 “Company Law Meeting” a general meeting of the Company Law Members for the purposes of the Companies Acts;
55.1.14 “Company Law Members” members of the Union for the purposes of the Companies Acts, as defined in Article 11;
55.1.15 “Connected” in relation to a Trustee means any person falling within any of the following categories: (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 the Trustee which may reasonably be regarded as equivalent to such a relationship as is mentioned at (a) or (b); or (d) any company, partnership or firm of which a Trustee is a paid director, member, partner or employee, or shareholder holding more than 1% of the capital;
55.1.16 “Vice Chair” the vice chair of the Board of Trustees, who shall be appointed in accordance with Article 41.2;
55.1.17 “document” includes summons, notice, order or other legal process and includes, unless otherwise specified, any document sent or supplied in Electronic Form;
55.1.18 “Education Act” the Education Act 1994;
55.1.19 “Effective Date” the date on which the undertaking previously carried on by the Unincorporated Charity is transferred to the Union;
55.1.20 “Elected Officers” the Sabbatical Officers and the Part-Time Officers;
55.1.21 “Electronic Form” and “Electronic Means” have the meanings respectively given to them in Section 1168 of the Companies Act 2006;
55.1.22 “Financial Expert” an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;
55.1.23 “Hard Copy” and “Hard Copy Form” have the meanings respectively given to them in the Companies Act 2006;
55.1.24 “Lay Trustee” a Trustee appointed in accordance with Article 22.1 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;
55.1.25 “Members” the Student Members and the Company Law Members;
55.1.26 “President” the president of the Union, as elected by the Student Members in accordance with the Rules;
55.1.27 “Public Holiday” Christmas Day, Good Friday and any day that is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom where the Union is registered;
55.1.28 “RAG” the raise and give society which develops students by providing them with an opportunity to raise funds for charitable causes;
55.1.29 “Referendum” a ballot in which all Student Members are entitled to cast a vote, the protocol for which shall be set out in the Rules;
55.1.30 “Rules” the Rules setting out the working practices of the Union made from time to time in accordance with Article 47;
55.1.31 “Sabbatical Officers” the individuals elected in accordance with Article 20 (each of whom is a “major union office holder” for the purposes of section 22 of the Education Act);
55.1.32 “Sabbatical Trustee” a Trustee elected in accordance with Article 20 or Article 27.2;
55.1.33 “Secretary” the secretary to the Trustees appointed in accordance with Article 48;
55.1.34 “Secure Petition” a written request to the Union which shall be fixed in a pre- arranged place or places or held securely on-line;
55.1.35 “Standpoints” representative and campaigning policy set by a Referendum or by the Student Members at a Student Members’ meeting;
55.1.36 “Student” any individual who is formally registered for an approved programme of study provided by The University of Bath. For the avoidance of doubt, The University of Bath shall determine whether or not an individual has Student status;
55.1.37 “Student Members” student members of the Union being Students at The University of Bath as further defined in Article 9.1.1 and the Sabbatical Officers;
55.1.38 “Student Trustee” a Trustee appointed in accordance with Article 21.1 or Article 27.3 who is a Student and who, for the avoidance of doubt, shall not be a major union office holder for the purposes of Section 22 of the Education Act;
55.1.39 “Subsidiary Company” any company in which the Union holds more than 50% of the shares, controls more than 50% of the voting rights attached to the shares or has the right to appoint a majority of the board of the company;
55.1.40 “Trustees” the directors of the Union as defined in Article 19;
55.1.41 “Unincorporated Charity” the unincorporated charity known as The University of Bath Students’ Union;
55.1.42 “Union” The University of Bath Students’ Union ;
55.1.43 “writing” the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in Electronic Form or otherwise; and
55.1.44 “The University of Bath” The University of Bath, incorporated by Royal Charter in 1966
55.2 Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.
55.3 Subject to Article 55.4, any reference in these Articles to an enactment includes a reference to that enactment as re-enacted or amended from time to time and to any subordinate legislation made under it.
55.4 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Companies Act 2006 as in force on the date when these Articles become binding on the Union.
Reviewed: 12/10/2023
Next Review: 12/10/2026