CONSTITUTION OF THE UNION OF BRUNEL …Constitution of The Union of Brunel Students 5 amended and in force from time to time and to any legislation which (either with or without modification)

CONSTITUTION

OF

THE UNION OF BRUNEL STUDENTS

Passed:

In Force:

For Referendum 2015

Constitution of The Union of Brunel Students

CONSTITUTION CONTENTS Preamble p. 1 Definitions and Interpretations p. 2 The Union p. 6 Membership p. 10 Elections p. 11 Referenda p. 12 Union Meetings p. 12 Student Assembly p. 14 Trustees p. 15 The Union Cabinet p. 21 The Executive Committee p.21 Amendments to the Constitutions p. 21 Bye-Laws p. 21 Proceedings of Trustees p. 22 General p. 24



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CONSTITUTION

OF

THE UNION OF BRUNEL STUDENTS

Preamble

A. The Union of Brunel Students is devoted to the educational interests and welfare of its

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

B. The Union will seek at all times to:

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

(ii) Pursue an active equal opportunities and diversity policy to ensure that equal access

is available to all members of whatever origin or orientation and to prevent any members from being disadvantaged through direct or indirect discrimination on the grounds of age, gender, race, sexuality, disability, religion, religious belief, HIV status or political belief.

C. In carrying out its activities, the Union shall seek to ensure that the following values are

upheld:

(i) Democracy (ii) Equality (iii) Excellence

(iv) Empowerment

(v) Integrity


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Definitions and Interpretation

1. In this Constitution the following terms shall have the following meanings:

Term Meaning

1.1 “Academic Year” the period between week 0 and week 36 of the University calendar. This period is determined by the Union as the period during which Students are required to be registered with the University. Each Academic Year is for the time being divided into three trimesters;

1.2 “Annual Union Meeting” that meeting taking place once per academic year that shall act as the annual Union Meeting for the Union; as outlined in bye-law F and clause 34 of the constitution;

1.3 “Appointments Committee” the committee set up in accordance with the Bye-Laws that will include the President, the Chief Executive, two Student Officers and a person nominated by the University to select independent trustees;

1.4 “Autumn Elections” the elections of the Union called in accordance with the Bye-Law B for the purpose of electing Student Assembly members, NUS delegates and filling any vacancies remaining following the Spring Elections;

1.5 “Board of Trustees” the board of Trustees of the Union as outlined in Bye-law A and clauses 53 to 67 of the constitution;

1.6 “Bye-Election” any bye-election of the Union called in accordance with Bye-Law B and which may be held at any time during the Academic Year;

1.7 “Bye-Laws” the bye-laws setting out the working practices of the Union made from time to time in accordance with Clause 100;

1.8 “Chair” the chair of the Student Assembly elected in accordance with Bye-Law G;

1.9 “Chief Executive” the lead staff member of the Union who is appointed by the Board of Trustees;

1.10 “Code of Practice” the code of practice relating to the University’s obligations under Section 22 of the Education Act;

1.11 “Conflict of Interest” any direct or indirect interest of a Trustee or staff member (whether personal, by virtue of a duty of loyalty to another organisation or otherwise) that conflicts or might conflict with the interests of the Union;

1.12 “Connected Person” any person falling within one of the following categories and where payment to that person might result in the relevant Trustee obtaining benefit: (a) any spouse, civil partner, parent, child, brother, sister, grandparent or grandchild of a Trustee; or (b) the


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spouse or civil partner of any person in (a); or (c) any other person in a relationship with a Trustee which may reasonably be regarded as equivalent to such a relationship; or (d) any company or LLP or firm of which a Trustee is a paid director, member, partner or employee, or shareholder holding more than 1% of the capital;

1.13 “Constitution” this Constitution of the Union;

1.14 “Deputy Chair” the Deputy Chair, for the purposes of Trustee Board, shall be a Student Trustee or Independent Trustee as elected annually at the first meeting of Trustee Board of a Calendar Year by the Trustee Board;

1.15 “Education Act” the Education Act 1994;

1.16 “Elected Trustees” the Student Officers and the Student Trustees;

1.17 “Executive Committee” The Student Officers and members as outlined in Bye-Law I;

1.18 “Ex Officio” A person who sits on a meeting due to the post held.

1.19 “in writing” means written, printed or transmitted writing including by electronic communication;

1.20 “Independent Trustee” a Trustee appointed in accordance with Clauses 58-60 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;

1.21 “Full Members” members of the Union being Students at Brunel University London as further defined in Clause 9.1 and the Student Officers;

1.22 “Office” the head office of the Union;

1.23 “Policy” political policy set by the Full Members in Union Meeting or by Referenda or by the Student Assembly. Political policy is only subject to the authority of the board of Trustees on the grounds of financial considerations, charity or education law or other legal requirements (including ultra vires) or the reputation of the Union;

1.24 “President” the president of the Union as elected by the Full Members in accordance with Bye-Law B and C.

1.25 “Referendum” a ballot in which all Full Members of the Union are entitled to cast a vote, the procedure for which is set out in Bye-Law E.

1.26 “Returning Officer” the person appointed in accordance with and whose responsibilities shall be set out in Bye-Law B;

1.27 “secure petition” a written request to the Union which shall be fixed in a pre-arranged place or places or held securely on-line;


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1.28 “the Senior Management Team” staff of the Union whose employment contracts state that they are senior managers;

1.29 “Spring Elections” the elections of the Union called in the spring in

accordance with Bye-Law B for the purpose of electing the Student Officers, Student Trustees, Union Chairs and NUS delegates of the Union;

1.30 “Student” any individual who is formally registered for an approved programme of study provided by the University;

1.31 “Student Assembly” the Student body elected by and from the Students, constituted in accordance with this Constitution and Bye-Law G;

1.32 “Student Officer” a Trustee elected in accordance with Clause 54;

1.33 “Student Trustee” a Trustee elected in accordance with Clause 61 who is a Student and 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;

1.34 “Terms of Reference” The scope and limitations of an activity

1.35 “Trustee” and “Trustees” the Student Officers, the Student Trustees and the Independent Trustees;

1.36 “the Union” Union of Brunel Students;

1.37 “the Union Cabinet” the Student Officers and the Senior Management Team;

1.38 “the University” Brunel University London, incorporated by Royal

Charter;

1.39 “Vice Chair” the Vice Chair for the purposes of Union Meetings, who shall be a student as elected by Student Assembly at the first meeting of the Academic year;

1.40 “Working Days” in relation to the period of notice, that period of days that the University campus is open, 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;

1.41 “Year” a calendar year;

1.42 “Powers of Attorney” Power of attorney is a legal document by which the Trustees give a person or persons the power to act and make decisions on behalf of and in the name of the Trustees.

2. This document will not refer to gender pronouns, as it is the Unions policy to not use gender pronouns unless specifically appropriate. Instead this document will use more neutral terms such as “them, “their” and “they”

3. Any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as


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amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation.

3.1 If any dispute arises in relation to the interpretation of this Constitution or any of the Bye-Laws, it shall be referred to the President for consideration and their decision shall be final. The President may consult with the Board of Trustees in reaching their decision.


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The Union

Name

4. There shall be a students’ union in the name of the Union of Brunel Students hereinafter called “the Union”.

Objects

5. The Union’s objects are the advancement of education of students at Brunel University London for the public benefit by:

5.1 promoting the interests and welfare of students at Brunel University London during their course of study and representing, supporting and advising members;

5.2 being the recognised representative channel between students and Brunel University London and any other external bodies; and

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

Powers

6. To further its objects, but not for any ultra vires purpose, the Union may:

6.1 contribute to the overall corporate life of the University and participate in the decision-making processes of the University;

6.2 liaise with, affiliate to, or work together with other organisations and individuals whose interests coincide with the interests of the Union’s Full Members;

6.3 provide or procure the provision of services, goods and facilities for Full Members;

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

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

6.6 alone or with other organisations:

6.6.1 carry out campaigning activities;

6.6.2 seek to influence public opinion; and

6.6.3 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;

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


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

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

6.10 provide or appoint others to provide guidance, representation and advocacy;

6.11 purchase, lease, hire or receive property including land buildings and equipment and equip it for use;

6.12 sell, manage, lease, mortgage, exchange dispose of or deal with all or any of its property subject to any consent required by law;

6.13 borrow and raise money on such terms and security as the Union may think suitable subject to any consent required by law (but only in accordance with the restrictions imposed by the Charities Act 1993);

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

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

6.16 incorporate subsidiary companies to carry on any taxable trade;

6.17 subject to clause 7 employ and pay employees and professionals or other advisors;

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

6.19 set up charities with identical or similar objects and/or promote, support, aid, amalgamate or co-operate with such charities; become a member or affiliate or associate of such charities; act as or appoint trustees, agents, nominees or delegates to control and manage such charities; and/or subscribe, lend or guarantee money to such charities;

6.20 undertake and execute any charitable trusts which may lawfully be undertaken by it;

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

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

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

6.22.2 every transaction is reported promptly to the Trustees;

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

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

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

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

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


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

6.24 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;

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

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

6.27 incorporate and transfer all its assets to a charitable limited liability legal entity;

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

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

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

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

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

Limitation on private benefits

7. The income and property of the Union shall be applied solely towards the promotion of its objects. No part shall be paid or transferred directly or indirectly by way of benefit to the Full Members of the Union and no Trustee may receive any remuneration or other benefit in money or money’s worth from the Union except for payment in good faith of:

7.1 any payments made to any Full Member, Trustee or Connected Person in their capacity as a beneficiary of the Union;

7.2 reasonable and proper out-of-pocket expenses of the Trustees;

7.3 reasonable and proper remuneration to any Student Officer or Student Trustee for any goods or services supplied to the Union on the instructions of the Trustees excluding the service of acting as Trustee provided that:

7.3.1 the procedure described in Clause 107 of this Constitution; Conflicts of Interest is followed in relation to any decisions regarding the remuneration of the Student Officers or Student Trustees authorised by this provision; and


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7.3.2 this provision may not apply to more than six Student Officers and three Student Trustees in any financial year at any one time and for these purposes this provision shall be treated as applying to a Student Officer or Student Trustee if it applies to a person who is a Connected Person in relation to that Student Officer or Student Trustee; and

7.3.3 subject always to the provisions of Section 22 of the Education Act as amended, revoked, consolidated or re-enacted in any form;

7.4 reasonable and proper remuneration to any person (not being a Trustee) for any goods or services supplied to the Union including services performed under a contract of employment with the Union provided that:

7.4.1 if such person is a Connected Person the procedure described in Clause 107; Conflicts of Interest must be followed by the relevant Trustee in relation to any decisions regarding such Connected Person; and

7.4.2 this provision together with Clause 7.3 may not apply to more than half of the Trustees in any financial year and for these purposes such provisions shall be treated as applying to a Trustee if they apply to a person who is a Connected Person in relation to that Trustee;

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

7.6 any reasonable and proper rent for premises let by any Full Member, Trustee or Connected Person to the Union;

7.7 reasonable and proper premiums in respect of indemnity insurance effected in accordance with Clause 6.27 of this Constitution ; and

7.8 any payments made to any Trustee, officer or auditor under the indemnity provisions set out at Clause 118.

Incorporation

8. Following the recommendation of the Board of Trustees; the Members at a Union Meeting or by Referendum may authorise the Trustees to transfer the assets and liabilities of the Union to a limited liability entity established for exclusively charitable purposes with the same or similar objects, and to dissolve the Union at any time following the transfer if it is considered appropriate to do so.

Winding Up

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


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Membership

Full Members

9. The Full Members of the Union shall be as follows:

9.1 each and every Student who has not opted out by notifying the Union of their wish not to be a Full Member of the Union; and

9.2 each Student Officer of the Union for the duration of their term in office as a Student Officer.

10. Membership shall not be transferable and shall cease automatically when:

10.1 the Full Member ceases to be either a Student or a Student Officer; For the avoidance of doubt, this will include the situation where a Member’s Student status with Brunel University London is revoked by Brunel University London;

10.2 in the case of a Student, the Full Member subsequently opts out of Membership by giving written notice to the Union in accordance with the Bye-Laws; or

10.3 In the case of a Student, the Full Member is removed from membership by a resolution of the Trustees that it is in the best interests of the Union for that Full Member’s membership to be terminated. A resolution to remove a Full Member from membership shall be made in accordance with the Union’s Disciplinary Procedure and Complaints Procedure as set out in Bye-Laws M and N.

10.4 the Full Member dies;

11. Full Members of the Union shall be entitled to the rights and benefits set out in this Constitution, the Bye-Laws and the Code of Practice.

12. In accordance with the Union’s Disciplinary Procedure and Complaints Procedure Bye-Laws M and N, the Trustees may suspend a Student’s membership of the Union and/or withdraw some or all of a Student’s membership rights and benefits.

13. Full Members’ details shall be entered in a register of Full Members, and such details shall be held in full accordance with the Data Protection Act.

Associate Members

14. The Student Assembly may elect to and remove from Associate Membership of the Union such persons as they consider to be fit.

15. The Student Assembly shall determine the form of application for Associate Membership, and Associate Membership shall be subject to such rights and obligations as the Student Assembly consider appropriate. Associate Members shall not be Full Members for the purposes of this Constitution and shall not be entitled to vote on any matter.

16. In accordance with the Union’s Disciplinary Procedure and Complaints Procedure Bye-Laws M and N, the Student Assembly may remove any Associate Member from Associate Membership of the Union.

Reciprocal Members

17. The Student Assembly may elect to and remove from Reciprocal Membership of the Union


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such members of other students’ unions as they consider to be fit.

18. Reciprocal Membership shall be subject to such rights and obligation as the Student Assembly consider appropriate. Reciprocal Members shall not be Full Members for the purposes of this Constitution and shall not be entitled to attend any Union Meetings of the Union or to vote on any matter.

Honorary Members

19. The Full Members may elect to and remove from Honorary Membership of the Union such persons as they consider appropriate in accordance with the Bye-Laws.

20. The rights and obligations of the Honorary Members shall be set out in the Bye-Laws. Honorary Members shall not be Members for the purposes of this Constitution and shall not be entitled to vote on any matter.

Honorary President

21. The Full Members may elect a person to the position of Honorary President in accordance with the Bye-Laws. Subject to the right of the Full Members to remove such person from the position of Honorary President at any time, the Honorary President’s term of office shall be for one Academic Year.

22. The rights and obligations of the Honorary President shall be set out in the Bye-Laws. The Honorary President shall not be a Full Member for the purposes of this Constitution and shall not be entitled to vote on any matter.

Code of Conduct

23. The Trustee Board will establish and monitor a “code of conduct” that all Members shall be required to adhere to, including when Members are involved in activities or at events that are administered or organised by the Union.

24. The code of conduct may include a range of sanctions for breach of the code of conduct by a Member, including the suspension or removal of any or all of the rights and privileges of membership, including the holding of office.

Elections

25. Every election organised under the auspices of the Union shall have a defined constituency in which the principle of one-member-one-vote shall apply.

26. The Union shall run annual Elections for the principle office holders, in which each Full Member shall be entitled to a vote.

27. Should any post be unfilled or vacated the Union may arrange a Bye-Election in which each Full Member shall be entitled to a vote.

28. Elections and Bye-Elections shall be conducted via secret ballot.

29. Elections and Bye-Elections shall be conducted in accordance with Bye-Law B.


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Referenda

30. Policy set by Referenda may overturn Policy set by the Full Members at a Union Meeting or by the Student Assembly.

31. A Referendum may be called by:

31.1 a resolution of the Trustees;

31.2 a majority vote of the Student Assembly; or

31.3 a secure petition signed by at least 150 Full Members.

32. A resolution may only be passed by Referendum if at least 5% of the Full Members cast a vote in the Referendum and a majority of the votes cast are in favour of the resolution or, in the cases of a resolution to amend this Constitution in accordance with Clauses 97, 98 and 99 and a vote of No Confidence in a Student Officer, at least two thirds of the votes cast are in favour of the resolution.

33. Referenda shall be conducted in accordance with Bye-Law E.

Union Meetings

Annual Union Meeting

34. The Union shall hold an Annual Union Meeting once in each Academic Year. Not more than 18 months shall pass between the date of one Annual Union Meeting and the next. The Annual Union Meeting shall be held at such time and place as the Trustees think suitable to allow the maximum number of Full Members to attend.

Other Union Meetings

35. The Union shall hold at least One Union Meeting and one Annual Union Meeting in each Academic Year. The Trustees may call a Union Meeting at any time. The Trustees shall call a Union Meeting on receiving:

35.1 a secure petition to that effect signed by at least 100 Full Members having the right to attend and vote at Union Meetings;

35.2 a request to that effect from the Student Assembly provided such a request has been approved by a majority vote of the Student Assembly; or

35.3 a request to that effect from the Executive Committee provided such request has been agreed to by a majority vote of the Executive Committee.

Length of Notice

36. A Union Meeting shall be called by at least 10 working days’ written notice.


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Contents of Notice

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

37.1 ratification of minutes of previous Annual Union Meeting;

37.2 receiving the Trustees’ Report;

37.3 receiving the accounts;

37.4 appointment of the auditors;

37.5 agreeing and reviewing the Union’s list of affiliations; and

37.6 open questions to the Trustees by the Full Members.

Service of Notice

38. Notice of Union Meetings shall be given to every Full Member and to the Trustees and any patron of the Union.

Quorum

39. No business shall be transacted at any Union Meeting unless a quorum is present. 100 persons entitled to vote upon the business to be transacted, each being a Full Member (but excluding Trustees), shall be a quorum.

40. If such a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to such day, time and place as the Trustees may determine (in line with any additional restrictions outlined in the bye-laws). Provided such day shall be within 10 working days of the original meeting and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Full Members present shall be a quorum.

Attendance

41. Every Full Member has the right to attend Union Meetings and the right to vote.

42. A Trustee may, even if not a Full Member, attend and speak at any Union Meeting.

43. Honorary Members and the Honorary President may attend and speak at any Union Meeting. Associate Members may attend any Union Meeting but may only speak at the discretion of the chair of the meeting.

Chair and Vice-Chair

44. The Student Assembly Chair or in their absence the Student Assembly Vice-Chair shall preside as chair of any Union Meeting. In the absence of the Chair and the Vice-Chair, the Trustees present shall elect one of their number to be chair and if there is only one Trustee


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present and willing to act they shall be chair. If no Trustee is willing to act as chair, or if no Trustee is present within fifteen minutes after the time appointed for holding the meeting, the Full Members present and entitled to vote shall choose one of their numbers to be chair.

Adjournment

45. The chair may, with the consent of a meeting at which a quorum is present and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 10 working days or more, at least 5 working days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

Votes of Full Members at Union Meetings

46. A resolution put to the vote of a Union Meeting shall be decided on a show of hands, and every Full Member shall have one vote.

47. No Full Member may vote on any matter in which they have a conflict of interest or debate on such a matter without in either case the permission of the majority of the Full Members present in person at the meeting, such permission to be given or withheld following discussion.

Student Assembly

48. The Student Assembly shall have the authority to:

48.1 represent the voice of the Students;

48.2 subject to Clause 80, set the Policy of the Union, and refer Policy to Referenda of the Full Members in accordance with Bye-Law D and E respectively;

48.3 amend the Bye-Laws in accordance with Clause 100;

48.4 appoint the Returning Officer who shall be responsible for the good conduct and administration of all Referenda and all elections in accordance to Bye-Law B;

48.5 to create and disband Standing Committees which will be outlined in the Bye-Laws, currently these committees are outlined in Bye-law H; and

48.6 receive a quarterly report from the Trustees.

49. The composition and proceedings of the Student Assembly shall be set out in Bye-Law G. No Full Member may hold more than one seat on the Student Assembly at any one time.

Affiliations 50. The Union may not affiliate to any religious, political, or sectarian organisation.

51. The Union may affiliate to the National Union of Students (NUS).


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52. A referendum will be held on affiliation to NUS no less than once every three years.

Trustees

Appointment of Trustees

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

53.1 not less than four and not more than six Student Officers, elected in accordance with Clause 54 or Clauses 75 or 76 in the case of Student Officers elected to fill a vacancy on the board;

53.2 No more than four Student Trustees, elected in accordance with Clauses 61 and 62; and

53.3 No more than four Independent Trustees, appointed in accordance with Clause 65 provided that the ratio of Elected Trustees to Independent Trustees must be at least two to one. If a vacancy arises on the Board of Trustees with the result that there is no longer a ratio of at least two Elected Trustees to one Independent Trustee, the Trustees shall have up to six months to fill the vacancy and thereby restore the ratio of Elected Trustees to Independent Trustees.

53.4 No person may be appointed as a Trustee in circumstances that, had they already been a Trustee, they would have been disqualified in accordance with Clause 66 or otherwise from acting.

53.5 A person employed by the Union shall not be eligible for appointment as a Trustee for a period of three years following the end of his or her employment.

53.6 A Trustee shall not be entitled to take any staff position with the Union for a period of three years following the end of their term in office as a Trustee.

Student Officers

54. Up to six Student Officers shall be elected by secret ballot by the Full Members of the Union at an election to be held in accordance with Bye-Law B and shall remain in office for a term of usually twelve months commencing in accordance with the Bye-Laws. The term of office may be shorter or longer on a transitional basis to coincide with an alteration of the year start or end. The Student Officers shall be elected to posts set out in Bye-Law C.

55. Subject to a transitional change in the year of office as set out in Clause 54:

55.1 Student Officers may be re-elected for a maximum further term of twelve months by the Full Members of the Union at an election to be held in accordance with Bye-Law B; and

55.2 Student Officers may serve a maximum of two terms of twelve months which may be either consecutive or non-consecutive.

56. Each Student Officer must be a Full Member of the Union at the time of his or her election.

57. The Student Officers shall be deemed to be “major union office holders” for the purposes of Section 22 of the Education Act.

58. A Student Officer shall become a Full Member of the Union on the commencement of their appointment or re-appointment as a Student Officer. Such membership shall cease when the Student Officer ceases to be a Student Officer unless they are returning to their studies at Brunel University London.


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59. At the same time as commencing the term of office as a Trustee, the Student Officer will enter into a contract of employment with the Union for a term to be determined by this Constitution. The duties and remuneration of each Student Officer shall be as set out in Bye-Law C.

60. For the avoidance of doubt, any remuneration paid by the Union to a Student Officer shall be in respect of the services that they provide to the Union as a major union office holder and not for acting as a trustee.

Student Trustees

61. Subject to Clause 62 below, up to four Student Trustees shall be elected by secret ballot by the Full Members of the Union at an election to be held in accordance with Bye-Law B. If such elections are unsuccessful and less than three Student Trustees are elected, the Student Assembly may fill the vacancies on the board by electing Student Trustees from such persons as have been nominated by the Appointments Committee provided that the number of Student Trustees shall not exceed four and the election of each Student Trustee is approved by a two thirds majority vote of the Student Assembly.

62. Each Student Trustee must be a Student at the time of their election and shall continue to be Student for the duration of their term as a Student Trustee, but a Student who is a major union office holder for the purposes of Section 22 of the Education Act may not become a Student Trustee.

63. Unless their appointment is terminated in accordance with Clauses 68 to 72, Student Trustees shall remain in office for a term of one year. The term of office may be shorter or longer on a transitional basis to coincide with the alteration of the year start or end.

64. Student Trustees may serve for a maximum of two terms as a Student Trustee, which may be either consecutive or non-consecutive.

Independent Trustees

65. Up to four Independent Trustees shall be selected by the Appointments Committee provided that the appointment of each Independent Trustee is approved by a two thirds majority vote of the Student Assembly. For the avoidance of doubt, such appointment shall not take effect until it has been approved by the Student Assembly.

66. Unless their appointment is terminated in accordance with Clauses 68 to 72, Independent Trustees shall remain in office for a term of up to three years.

67. Independent Trustees may serve a maximum of six years in total.

Disqualification, Resignation and Removal of Trustees

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

68.1 they become prohibited by law from being a charity trustee;

68.2 they become bankrupt or makes any arrangement or composition with their creditors generally;

68.3 they resign by notice to the Union but only if at least four Trustees will remain in office when the notice of resignation is to take effect;


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68.4 the Trustees reasonably believe they are suffering from mental or physical disorder which the trustees reasonably believes results in them being incapable of acting as a trustee and the Trustees resolve that they be removed from office;

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

68.6 in the case of a Student Officer, they resign as an employee of the Union; or

68.7 they are removed from office under Clauses 68 to72.

Removal of Trustees by the Full Members

69. The office of a Trustee shall be vacated if a motion of no confidence in the Trustee is passed by a two thirds majority of the Full Members voting in a Referendum, provided that at least 5% of the Full Members cast a vote in the Referendum. Such a motion shall only be triggered by a petition of no confidence signed by at least 150 Full Members or by at least two thirds of the members of the Student Assembly.

Removal of Trustees by the Board

70. The office of a Student Officer or a Student Trustee shall be vacated if a two thirds majority resolution of no confidence is passed by the Trustees. For the avoidance of doubt, the Trustee concerned and any Trustee who has a conflict of interest in relation to the matter shall not vote on this resolution and the quorum in Clause 107 shall be adjusted accordingly.

71. The office of Independent Trustee shall be vacated if a majority resolution of no confidence is passed by the Trustees. For the avoidance of doubt, the Trustee concerned and any Trustee who has a conflict of interest in relation to the matter shall not vote on this resolution and the quorum in Clause 107 shall be adjusted accordingly.

72. Subject to Clauses 73 and 74 below, where the Trustee removed under Clauses 68, 69 or 70 above is a Student Officer, they shall be removed both from their remunerated sabbatical position as an employee and as a Trustee.

Rights of Removed Trustee

73. A resolution to remove a Trustee in accordance with Clauses 70 or 71 shall not be passed unless the Trustee concerned has been given at least 10 working days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been forwarded a reasonable opportunity of being heard by or making written representations to the Trustees.

74. A Trustee removed from office in accordance with Clauses 70 or 71 shall be entitled to appeal the decision to remove them to an Appeals Panel within 10 working days of the resolution. The Appeals Panel shall be made up of a nominee of the University, one independent person and a chief executive/general manager and officer of another students’ union. The independent person shall be a Full Member who is not a Trustee or a member of the Student Assembly. The selection of the members of the Appeals Panel and its procedures shall be set out in Bye-Laws M and N.


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Replacement of Trustees

75. If a Student Officer resigns, is disqualified or removed from office at any time prior to the Any Elections taking place at the start of the academic year , the vacancy that results on the board of Trustees shall be filled by a secret ballot of the Full Members at the Elections being held, in accordance with Bye-Law B.

76. If a Student Officer resigns, is disqualified or removed from office after any Elections taking place at the start of the academic year, the vacancy that results on the board of Trustees may be filled by:

76.1 a secret ballot of the Full Members at a Bye-Election held in accordance with Bye-Law B; or

76.2 the Student Assembly electing a new Student Trustee to take the Trustee responsibilities only of the vacated Student Officer, from such persons as have been nominated by the Appointments Committee provided that the election of such Student Trustee is approved by a two thirds majority vote of the Student Assembly.

76.3 Some or all of the Student Officer responsibilities of the former Student Officer may be re-distributed amongst the other Student Officers but shall not be assumed by the new Student Trustee if they have been elected under Clause 76.2.

77. If a Student Trustee resigns, is disqualified or removed from office, a Student Trustee may be elected to the vacancy in accordance with Clause 61 and Bye-Law B.

78. If an Independent Trustee resigns, is disqualified or removed from office, an Independent Trustee may be appointed to the vacancy in accordance with Clause 65.

Powers of the Board

79. The Board shall be responsible for overseeing the management and administration of the Union and subject to the Education Act, this Constitution and its Bye-laws, may exercise all the powers of the Union. No alteration of this Constitution or its Bye-Laws shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made. A meeting of the Trustees at which a quorum is present may exercise all powers exercisable by the Trustees.

80. The Board’s powers under Clause 79 shall include but not be limited to ultimate responsibility for:

80.1 the governance of the Union;

80.2 the budget of the Union; and

80.3 The strategy of the Union, following a vote by Full Members on the strategy and direction of the Union.

81. The Board of Trustees may override any decision, made by the Full Members in a Referendum, Union Meeting or Student Assembly, which the Trustees consider (in their Absolute discretion):

81.1 Has or may have significant financial risk;

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

81.3 is not or may not be in the best interests of the Unions charitable objects; or


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82. will or may otherwise affect the discharge of any or all of the responsibilities referred to in Clause 82The responsibilities and duties of the Trustees shall be set out in Bye-Law A.

83. The Trustees or a sole continuing Trustee may act notwithstanding any vacancies on the board. However, if and so long as the number of Trustees is less than the number fixed as the quorum in Clause 107, the Trustees may only act to increase the number of Trustees including by arranging an election so that there is a quorum.

84. 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:

84.1 was not properly appointed;

84.2 was disqualified from holding office;

84.3 had vacated office;

84.4 Or was not entitled to vote.

Delegation of Trustees’ powers

85. 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.

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

Delegation to committees

87. In the case of delegation to committees:

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

87.2 the composition of any such committee shall be entirely in the discretion of the Trustees and may comprise such of their number (if any) as the resolution may specify;

87.3 the deliberations of any such committee shall be reported regularly to the Trustees and any resolution passed or decision taken by any such committee shall be reported forthwith to the Trustees and every committee shall appoint a secretary for the purpose of reporting and minuting resolutions and decisions;

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

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

88. The Trustees shall establish the following committees which is a non-exhaustive list in accordance with their powers under Clause 87:

88.1 Union Cabinet; and


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88.2 Appointments Committee.

Delegation of day-to-day management powers

89. In the case of delegation of the day-to-day management of the Union to a Chief Executive or Senior Management Team:

89.1 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;

89.2 the Trustees shall provide the Chief Executive and each manager with a description of their role and the extent of their authority; and

89.3 The Chief Executive and Senior Management Team shall report regularly to the Trustees on the activities undertaken in managing the Union and provide them regularly with management accounts sufficient to explain the financial position of the Union.

Bank Account

90. For the avoidance of doubt, the Trustees may in accordance with Clauses 86 and 87 delegate all financial matters to any committee and may empower such committee to resolve upon the operation of any bank account according to such mandate as it shall think fit whether or not requiring a signature of any Trustee, provided always that no committee shall incur expenditure on behalf of the Union except in accordance with a budget which has been approved by the Trustees.

Proceedings of Committees

91. The meetings and proceedings of any committee shall be governed by the provisions of this Constitution regulating the meetings and proceedings of the Trustees so far as the same are applicable and are not superseded by any Bye-Laws made by the Trustees and the Student Assembly.

Expenses of Trustees

92. The Trustees may be paid all reasonable expenses properly incurred by them in connection with their attendance at meetings of Trustees or committees of Trustees or Union Meetings of the Union or otherwise in connection with the discharge of their duties.

The Union Cabinet

93. The Union Cabinet shall be made up of the Student Officers and Senior Management Team. The Senior Management Team shall be invited to attend as Ex Officio members but shall not be entitled to count in the quorum or vote upon any business transacted at such meetings. The proceedings of the Union Cabinet shall be set out in the Bye-Laws.

94. The Union Cabinet’s responsibilities shall include but not be limited to ensuring that the Union’s aims and objectives are implemented on a day-to-day basis;


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The Executive Committee

95. The Executive Committee shall include the Student Officers and such roles/positions/posts defined in the Bye-laws as “Executive Officers” and established and defined through a resolution of Student Assembly.. The Senior Management Team shall be invited to attend as Ex Officio members and speak at meetings of the Executive Committee, but shall not be entitled to count in the quorum or vote upon any business transacted at such meetings. The proceedings of the Executive Committee shall be set out in the Bye-Laws.

96. The Executive Committees responsibilities shall include but not be limited to the following:

96.1 Representational: promoting and defending the rights of Full Members; and

96.2 Campaigning: campaigning on issues affecting Full Members.

Amendments to the Constitution

97. In accordance with the Education Act and with the University the Trustees will ensure that this Constitution is reviewed at a minimum of five year intervals, measured from the date this constitution comes into effect.

98. No alteration or amendment of this Constitution shall be made which would have the effect of the Union ceasing to have charity status.

99. Save where the amendment to the Constitution is a consequential amendment due to a change in the Bye-Laws (for example, the number or heading names of Clauses), the Constitution may be amended only by a resolution passed by a two thirds majority of the Full Members voting in a Referendum. Provided; that at least 5% of the Full Members cast a vote in the Referendum, the University approves the amendments as required for the purposes of compliance with Section 22 of the Education Act and such amendments only come into effect once they have been approved by the University.

Bye-Laws

100. The Trustees, subject to the approval of the Student Assembly, shall have the power to make, repeal or alter Bye-Laws setting out the working practices of the Union provided that such Bye-Laws shall not be inconsistent with this Constitution. The Bye-Laws shall regulate the following matters but are not restricted to them:

100.1 the management of the Union’s finances and financial procedures;

100.2 the setting and review of the Union’s list of affiliations; and

100.3 The establishment and proceedings of the Union’s clubs and societies.

Proceedings of Trustees

101. Subject to the provisions of this Constitution and the Bye-Laws, the Trustees may regulate their proceedings as they think fit.


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Trustees’ meetings

102. The Trustees shall hold a minimum of four meetings in any Academic Year.

103. Two Trustees may call a meeting of the Trustees.

104. The Trustees shall invite the Chief Executive of the Union to attend and speak at meetings of the Board of Trustees. The Chief Executive shall not be entitled to vote or count in the quorum upon any business transacted at such meetings.

Content and length of notice

105. Notice of every meeting of the Trustees stating the general nature of the business to be considered at such meeting shall be sent by post or by electronic communication to each Trustee at least 5 working days before such meeting unless urgent circumstances require shorter notice, but the proceedings of any meeting shall not be invalidated by any minor irregularity in respect of such notice or by reason of any business being considered which is not specified in such general particulars.

Chair and Deputy Chair

106. The President shall be the Chair of the Trustees. The Trustees shall appoint a Student Trustee or Independent Trustee to be Deputy Chair of the Trustees and may at any time remove them from office. The role of the Deputy Chair will be to support the Chair. In the absence of the President and the Deputy Chair, another Trustee appointed by the Trustees present shall preside as Chair of the meeting.

Quorum

107. The quorum for the transaction of the business of the Trustees shall be five and such quorum must include at least two Student Officers except that where all the Student Officers have a conflict of interest the quorum must instead include one Student Trustee and one Independent Trustee. In cases of setting remuneration for Student Officers, all Student Officers shall not have the right to vote. Guests or observers can attend meetings of the Trustees at the discretion of the chair.

Decision making by Trustees at meetings

108. Questions arising at a meeting shall be decided by a majority vote. In the case of an equality of votes the status quo shall remain, and the chair shall not be entitled to a casting vote in addition to any other vote they may have.

Virtual meetings

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


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Trustee decisions without a meeting

110. The Trustees may take a unanimous decision without a Trustees’ meeting by indicating to each other by any means, including without limitation by electronic communication, that they share a common view on a matter. Such a decision may, but need not, take the form of a resolution in writing, copies of which have been signed by each Trustee or to which each Trustee has otherwise indicated agreement in writing.

111. A Trustees’ resolution which is made in accordance with Clause 110 shall be as valid and effectual as if it had been passed at a meeting of the Trustees duly convened and held, provided the following conditions are complied with:

111.1 approval from each Trustee must be received by one person nominated by the Trustees in advance for that purpose, or such other person as volunteers if necessary (“the Recipient”), which person may, for the avoidance of doubt, be one of the Trustees;

111.2 following receipt of response from all of the Trustees, the Recipient shall communicate to all of the Trustees by any means whether the resolution has been formally approved by the Trustees in accordance with Clause 110;

111.3 the date of the decision shall be the date of the communication from the Recipient confirming formal approval; and

111.4 The Recipient prepares a minute of the decision in accordance with Clause 115.


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General

Conflicts of Interest

112. Whenever a matter is to be discussed at a meeting or decided in accordance with Clause 106 and a Trustee has a Conflict of Interest in respect of that matter then they must:

112.1 declare their interest to the Trustees;

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

112.3 not be counted in the quorum for that part of the meeting; and

112.4 Withdraw during the vote and have no vote on the matter.

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

114. In particular, Clause 113 shall apply to any matter that may directly or indirectly relate to the position of a Student Officer or Student Trustee who is, or is to be, remunerated as an employee the Union.

Minutes

115. The Trustees shall keep minutes of:

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

115.2 all resolutions of the Full Members, Trustee board and any such minute, shall be signed by the chair of the meeting in which the resolution was made, or the following meeting. This will be deemed as sufficient evidence of the proceedings and resolution that took place.

116. The minutes of the meetings referred to in Clause 115 above shall normally be considered open and shall be available to the Full Members on the Union’s website, except where those minutes relate to any reserved or confidential matters, including without limitation staff-related or disciplinary matters. Copies of the minutes shall also be kept in the Union’s offices.

Accounts and Reports

117. The Trustees shall comply with the requirements of the Education Act and the Charities Act 1993 (or any statutory re-enactment or modification of those Acts) as to keeping financial records, the audit or examinations of accounts.

118. The Full Members of the Union have the right to ask the Trustees questions in writing including without limitation questions about the content of any documents referred to in Clause 117.

Notices


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119. Subject to Clause 120, any notice to be given to or by any person pursuant to this Constitution shall be in writing except that a notice calling a meeting of the Trustees need not be in writing.

120. The Union may give any notice to a Full Member either by electronic communication to their address or by posting it on the Union’s website or by sending it by post in a prepaid envelope addressed to the Full Member at their address or by leaving it at that address, or by facsimile or by giving it to the Full Member personally.

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

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

Indemnity

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

Trustees’ Indemnity Insurance

124. The Trustees shall have power to resolve pursuant to Clause 6.27 to effect trustees’ indemnity insurance, despite their interest in such policy.

Documents

CONSTITUTION OF THE UNION OF BRUNEL …Constitution of The Union of Brunel Students 5 amended and in force from time to time and to any legislation which (either with or without modification)