Summary

We are in the process of amending our Articles of Association – the changes are summarised below (see ‘key changes’). To adopt the proposed amended Articles of Association, they need to be approved by a special resolution of the company law members of UCLU. We are calling a Company General Meeting for this purpose.

In order for the changes to be approved, there needs to be a quorum for the Company General Meeting. As per 21.2 of the current Articles of Association, a quorum is 200 persons entitled to vote upon the business to be transacted (each being a member or a proxy for a member), or ‘1% of the total membership (represented in person or by proxy), whichever is greater.

If you are unable to attend the Company General Meeting at the location specified on the notice of the meeting, you can appoint a proxy to attend in your place (see ‘appointing a proxy’ below).

Special Resolution

It is hereby resolved by way of special resolution that the draft Articles of Association (of UCLU) linked below be and are hereby approved and adopted as the Articles of Association of UCLU in substitution for and to the exclusion of UCLU’s existing Articles of Association, provided that if any of the proposed amendments legally require the prior written consent of the Charity Commission and such consent has not been granted prior to the company general meeting on 7 February 2023, none of the amendments to the Articles of Association purported to be made by this resolution shall take effect until the date on which all necessary consents have been obtained from the Charity Commission.

Please note that the special resolution is condition. The changes will not come in to effect if Charity Commission consent is not obtained. 

Current Articles of Association

Proposed Revisions to Articles of Association 

Key changes

Following extensive review, a summary of the key changes proposed the Articles of Association can be found below. The changes can be split in to two key areas:

Nomenclature

  • Updating references to the 1993 Charities Act to the 2011 Charities Act
  • All references to ‘Union Council’ being changed to ‘Union Executive’
  • All references to ‘General Manager’ being changed to ‘Chief Executive’
  • All references to ‘Company General Meetings’ being changed to ‘Company Law Meetings’
  • Adopting gender neutral language and avoiding phrases such as ‘his or hers’ and ‘he and she’
  • Removing the reference to Sports Grounds Committee. 

Substantive changes

  • A simplified governance structure where the only company law members of UCLU will be the Trustees of UCLU from time to time (and vice versa). This means that students will no longer be company law members under the Articles of Association, unless they are also Trustees of UCLU (company law members have statutory rights to amend the Articles, among other things).
  • The quota required for a student to call a referendum or to submit a vote of no confidence in an Officer Trustee to be adjusted to 1% of the student body. This was previously set as 0.5% to call a referendum and 2% to submit a vote of no confidence in an Officer Trustee. This change has been made to bring us further in line with best practice from other students’ unions.

Some proposed changes to the Articles of Association (the small tweaks to terminology in the dissolution clause) require the prior written consent of the Charity Commission - these are known as ‘regulated alterations’. We have prepared the special resolution in the Company General Meeting notice in such a way that the special resolution will pass if it receives a sufficient majority voting in favour, but the proposed changes to the Articles of Association will not come into effect until the Charity Commission has provided that consent.

Under Article 9 of UCLU’s Articles of Association, the proposed changes to the Articles also need to be approved by UCL before they take effect.

Appointing a Proxy

As a company law member of UCLU, you can appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Company General Meeting. If you cannot attend the Company General Meeting in-person and would like to appoint a proxy to attend, speak and vote on your behalf, please complete the webform below - you can only appoint a proxy by completing the webform below. 

  • You may appoint the Chair of the governance committee or another person of your choice as your proxy.  A proxy does not need to be a member of UCLU but must attend the meeting to represent you.
  • To appoint a person other than the Chair of the governance committee as your proxy, insert their full name and address where indicated below. If you do not insert a name, the Chair of the governance committee will be your proxy. Where you appoint as your proxy someone other than the Chair of the governance committee, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.  If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chair of the governance committee and give them the relevant instructions directly.
  • To direct your proxy how to vote on the resolutions, please select from the options below.  Your proxy may vote (or abstain from voting) as they think fit in relation to the limited range of additional resolutions which may be put before the meeting. These include for example:
    • resolutions to deal with procedural aspects of the meeting such as the calling of a poll or a decision to adjourn;
    • resolutions proposing amendments to the resolution listed in the notice of the meeting, but note, the circumstances in which amendments can be made are very limited.
    • To appoint a proxy using this form, the form must be fully completed below and then submitted at the end. The form must be submitted no later than 17:00 on Thursday 2 February 2023.
  • If you are completing the proxy form under the authority of a power of attorney or any other authority you must send the relevant document or a certified copy to UCLU after you submit the proxy form (before 17:00 on Thursday 2 February 2023).
  • If you wish to change your proxy instructions, you can submit another proxy form in the way indicated above. The appointment received last before the latest time for the receipt of proxies will take precedence.
  • If you wish to revoke your proxy instructions, please email UCLU at [email protected], clearly stating that the instructions are revoked.  The revocation must be received by UCLU no later than 17:00 on Thursday 2 February 2023.
  • Appointment of a proxy does not preclude you from attending the meeting and voting yourself.  If you have appointed a proxy and you attend the meeting and cast a vote yourself, your proxy is no longer entitled to vote for you.

 

You have until 17:00 on Thursday 2 February to appoint your proxy by completing the webform below and submitting it. 

The proxy voter should vote in accordance with the member's wishes. By completing this form, you are also consenting for the appointed proxy to be your proxy at any adjournment of the Company General Meeting.