General Meeting Updates

GENERAL MEETING TO APPROVE THE REVISED ARTICLES 

Notice is hereby given that a General Meeting of the Union will be held in Third Space, The Union Building on Wednesday 16th February at 4pm to consider and if thought fit pass a special resolution.

The Resolution:

IT IS RESOLVED, subject to obtaining any necessary consent from the University of Portsmouth and the Charity Commission, to amend the Union’s articles of association by deleting them in their entirety and replacing them with the articles of association and to give the trustees of the Union the authority to make any such additional amendments as may be required or advised by the University of Portsmouth, the Charity Commission, Companies House, or the Union’s legal advisers.

Context and Background

What does this mean?

What changes are being made?

If UPSU faces difficult challenges extra protections have been added to ensure that students are not liable. The change shifts responsibility to the Union’s Board of Trustees (as the newly identified company law members). The articles need to be revised to make the distinction between what the rights and responsibilities of the new company law members (i.e. The Board of Trustees) and the rights and responsibilities of student members.Students can still remove trustees, call meetings and change their Union. If UPSU faces challenges financially extra protections have been added to ensure that students are not liable. 

The revised proposed articles can be found here

In addition to this by approving the changes you will also be approving to move some content from the old articles (Article 15-29) into Bye Law 2. This can be found here

 A full breakdown of every change and update can be found here. To make it a bit easier we have outlined the key changes in the table below.

What is a Resolution?

A resolution is simply a fancy legal way of saying a motion or on an idea. 

How does UPSU work?

UPSU is a member-led charity independent from the University of Portsmouth. Because of this we have to comply with a number of legal requirements including Charity law and Company law. The charity is overseen by a Board of Trustees and the Elected Officer team. How the Union operates in this context is outlined in our Articles of Association. The Union  then has a series of Bye Laws that outline how the articles are delivered on a day to day basis. More information on this can be found here

Why is the General Meeting happening and Why should I attend?

The Union is legally required to review and approve it’s articles every 5 years to ensure they are up to date and meet students' needs. The articles were last approved in 2016 and are now overdue for a review (this was postponed due to Covid 19). 

We have looked at best practice and are looking to make a few changes via this resolution which we would like your input into. Most notably we are looking to change the Union’s Company Law membership which outlines key considerations such as who is liable and responsible should UPSU ever go bankrupt or wind down as an organisation. 

Why does the resolution ask us to give the  trustees of the Union the authority to make any such additional amendments as may be required or advised by the University of Portsmouth, the Charity Commission, Companies House, or the Union’s legal advisers?

Student Approval is the main part of this process. The charity commission need to know that students (as members) and the University are happy with it before they sign them off. This process takes 3 months. In the unlikely event that there is a change in the law in that 3 month period we may have to make very small edits. For ease of process the trustees (which is student led) would approve these small edits. Any changes will be communicated to students.

Is UPSU in financial trouble?

No. The Union is healthy financially. You can see our latest accounts here. Students reviewed these at our recent Annual Members Meeting. More info on that is here. The changes are a protective measure that hopefully won’t ever need to be used.

Sounds great, How do I attend?

The meeting takes place on Wednesday 16th February at 4pm in Third Space. The meeting should only last 15 minutes. During this time we will explain the changes and take any questions before the new articles are put to a vote - oh,  and there will be lot’s of free food!

Can I attend digitally?

Sadly not. Legally we have to hold this meeting in person. 

Is there another way to vote if I can’t attend?

You can send someone to vote in your absence. You will need to complete the Proxy notice form here by no later than Monday 14th February at 1pm

Student Feedback

Students were given the chance to input into this process back in March 2021. At least 281 students read the information (including the below table) and were asked if they had any questions.  This was prior to the articles going for legal review. An overview of the feedback can be found here

Current Practice Legal Context UPSU Proposal Result
If UPSU were to go bankrupt students as members would be liable for costs If UPSU were ever in this position students would be required to pay £1 each.  Move the liability of costs to the Board of Trustees only. Students are no longer liable and would have to pay no costs.
When the Memorandum needs to be changed. Company Law requires the document to be approved at a student meeting where any student can turn up and vote.  At the five yearly points when the articles are reviewed they do not have to legally go to a student vote.  UPSU believes it is good practice to continue to do this, so whilst the legal context changes a students right and ability to vote does not. This is remains and has been made clearer in the new proposed Articles (Article 9.2)  No Change - students still have to approve any change to the Memorandum. This is made explicitly clear in Article 9.2
If a student wishes to submit a motion to the company they can do this by writing a producing a written resolution or by calling a general meeting If students wish to submit a motion to the company they can do so directly. The change would mean legally this would no longer take place. The ability remains to submit motions but it is done in a different way. Students will still be able to call meetings on any issue and utilise processes such as Have Your Say, Emergency Meetings and Referenda which will be escalated to trustees. Additionally students can still directly lobby the Elected Officers who make up the majority of the Board of Trustees In practice students currently don’t submit motions to the company. The political and charitable powers and structures do not change in the proposal. The legal context is the only thing that is different.
Students have the ability to legally appoint the auditors UPSU has to submit it’s financial accounts to external audit once per year. Students have an input into this process at Annual Members Meeting (AMM) and via the Elected Officers Whilst the legal context changes in practice the same process will happen. In practice - No Change - Students can question and raise concerns at the Annual Student Members Meeting (Article 12) was AMM.
The document refers to members throughout. This currently means Student Members unless specified, At the moment when the articles refer to someone who is not a Student member this is specified. Student member’s powers and rights are explicitly stated throughout more clearly. Ultimately this is just an administrative update. Where the membership reference means students it now states ‘Student Member’

Page created: Fri, 28 Jan 2022 11:33:29 GMT
Page updated: Tue, 01 Feb 2022 08:09:16 GMT

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