USHA Constitution

A new Constitution was approved by the membership during the AGM held on 16 April 2007

The Constitution is also available as a pdf document.

CONSTITUTION OF THE UNIVERSITIES SAFETY AND HEALTH ASSOCIATION

As approved at the AGM, 16 April 2007

1. NAME

The name of the organisation shall be the Universities Safety and Health Association (“USHA”).

2. ASSOCIATION OBJECTIVES

(a) To promote excellence in the strategic planning and management, and the administration, operation and development of safety and health across the University Sector.

(b) To promote the reputation and activities of the USHA and its members regionally, nationally and internationally.

(c) To consider and advise on matters referred to it by Universities UK, the Health and Safety Executive, Universities and Colleges Employers Association, the Higher Education Funding Councils, other appropriate outside bodies and individuals.

(d) To provide forums for discussion, consultation and exchange of information on health and safety issues, particularly where they relate to higher education.

(e) To influence opinion formers and decision-makers on health and safety issues.

(f) To promote opportunities for development and training for the benefit of Members and their respective staff.

(g) To optimise solutions to common problems and concerns by disseminating and harnessing the particular expertise, experience and knowledge of Members for mutual benefit.

(h) To further association objectives by conferences, meetings, lectures discussions and other activities.

(j) To do all such other lawful things as are necessary for the achievement of the objectives of the Association.

3. MEMBERSHIP OF THE ASSOCIATION

(a) All UK institutions that are designated as ‘Recognised Bodies’ with their own degree awarding powers shall, subject to clause 3(d) below, be entitled to full membership of the Association (“Full Members”) and will be represented by the Head of the central Health and Safety Unit or, in the absence of such a post, the equivalent designated ‘competent person’ (“the Representative”).

(b) Non-voting Membership (“Non-voting Members”) may be granted at the discretion of the Executive to other higher education institutions in the United Kingdom, overseas Universities and other research institutions where this membership is considered by the Executive to be in the furtherance of the Association’s Objectives. Non-voting members shall have the same rights as full members with the exception that they will have no voting powers in motions or elections and no right to hold posts on the Executive. Each Non-voting Member will also be represented by a Representative.

(c) References in this constitution to “Members” and “Membership” shall include references both to Full Members and Non-voting Members.

(d) Membership shall be conditional upon payment of an annual subscription in accordance with clause 7(b).

(e) A further category of “Honorary Affiliate” may be offered or rescinded at the discretion of the Executive. Former Health and Safety staff who have left the Higher Education Sector and want to maintain contact with the Association can apply in writing to the Executive to become an Honorary Affiliate. There is no fee and this will allow access to ‘hasnet’, but no other membership rights.

4. ASSOCIATION PROCEDURES

(a) The Association shall hold an Annual General Meeting.

(b) The Association’s Annual General Meeting will normally take place at the Annual Conference. The quorum for the Annual General Meeting and any other General Meeting shall be one quarter of the voting membership including at least 2 members of the Executive.

(i) Notice of the Annual General Meeting or any other General Meetings shall be given by the Secretary, by email, at least six weeks prior to the date of the meeting.

(ii) Any proposed agenda items and motions must be submitted in writing to the Secretary not less than 28 days before the Annual General Meeting (or General Meeting).

(iii) The agenda and papers will be circulated not less than 14 days before the Annual General Meeting.

(c) Additional General Meetings may be held from time to time if called by the Executive or on the written request, to the Secretary, of at least 10% of the voting membership.

(d) The Chair of the Executive shall normally chair the Annual General Meeting but in the event of the Chair not being available, the Deputy Chair shall chair the meeting. If neither the Chair nor the Deputy Chair is available, the Executive shall nominate a Chair from those members of the Executive present.

(e) A report from the Executive and the annual accounts shall be presented at the Annual General Meeting.

(f) Each Full Member shall be entitled to one vote at an Annual General Meeting or General Meeting which can only be exercised by its Representative at the meeting; by a proxy nominated to the Secretary by email at least 7 days before the start of the meeting, or by registering an email vote with the Secretary at least 2 working days before the date of the meeting. The Secretary will send an electronic receipt to acknowledge all proxy nominations and electronic votes.

(g) In the event of a tie, a new vote will be taken; if this also results in a tie then the Chair will have a second and casting vote.

5. MEMBERSHIP OF THE EXECUTIVE

Membership of The Executive will be made up of four Officers of the Association (“The Officers”) and four additional elected Executive Members (“Additional Executive Members”)

5.1 The Officers of the Association

(a) The Officers of the Association will be the Representative of a Full Member and will comprise:

- Chair - Deputy Chair who will be either Immediate Past Chair or Chair Designate - Secretary - Treasurer

(b) The Chair will normally hold office for a period of two years and will not be eligible to serve a consecutive period in that Office. The term of office will start at the end of the Annual General Meeting.

(c) The Deputy Chair will be, for the first year of the two year term outlined in 5.1(b) above, the Immediate Past Chair. In the second year of a Chair’s term of office a Chair Designate will be elected at the Association’s Annual General Meeting and will assume the position of Chair when the term of the existing Chair’s office comes to an end for whatever reason.

(d) Nominations for the office of Deputy Chair must be supported by the Representatives of five Full Members and should be sent, in writing/by email, to the Secretary to be received not less than 28 days prior to the Annual General Meeting.

In the event of no nominations being received by the given date, the Executive will make a nomination. In the event of more than one nomination for the Office of Deputy Chair an election will take place at the Annual General Meeting.

(e) The election will be carried out as follows: -

(i) Each candidate will be entitled to make a brief written/electronic submission to the Annual General Meeting to be submitted to the Secretary prior to the AGM. Written submissions will be posted on the USHA Website and brought to the attention of Representatives.

(ii) Representatives unable to attend the AGM or General Meeting will be able to cast an electronic vote which must reach the Secretary no later than 2 working days prior to the AGM. Votes received after that date will be void.

(iii) Each candidate will be given the opportunity of making an oral presentation, lasting no more than five minutes, at the Annual General Meeting.

(iv) A ballot will be taken of those present and entitled to vote and the successful candidate will be that receiving the most votes by a simple majority of all votes cast, in person or electronically.

(v) In the event of a tie and in the absence of mutual agreement between the candidates with the most votes, a new election will be called, if this still results in a tie the Chair may exercise a single casting vote.

(f) If for any reason the Deputy Chair cannot take up the office of Chair a Chair shall be directly appointed using the procedures outlined in (d) and (e) above. If the vacancy occurs between Annual General Meetings then the procedures outlined in (d) and (e) shall be followed and a General Meeting shall be called if an election is necessary.

(g) The Secretary and Treasurer will be elected by members at an Annual General Meeting, for a term of three years. Thereafter they may be elected to the same Office for not more than one further consecutive three-year period (unless a replacement cannot be found). Where more than one nomination is received for a post a vote will be held as outlined in 5(e).

5.2 Additional Executive Members

(a) Each of the four additional Executive Members will be a representative of a Full Member and shall be elected at the Annual General Meeting.

(b) Each Additional Executive Member shall serve for a period of three years. Thereafter only one further consecutive three-year term can be served if re-elected at an AGM (unless a replacement cannot be found).

5.3 De-selection of Executive Members

Any member of the Executive may be removed from office subject to a two-thirds majority outcome of a written ballot of the membership.

6. EXECUTIVE PROCEDURES AND POWERS

(a) The Executive shall have the following terms of reference:

(i) To promote, facilitate and action the objectives of the Association.

(ii) To manage the affairs, including the financial affairs, of the Association.

(iii) To report annually to the membership on the activities of the Executive.

(b) The Executive shall meet at least three times a year; the quorum for such meetings shall be five members, two of whom must be Officers. Approved Minutes of the Executive Committee meetings shall be communicated to the Members.

(c) The Executive shall: -

(i) Establish sub-groups, sub-committees and working groups as required to further the objectives of the Association; and to delegate to them such of the powers and duties of the Executive as the Executive considers appropriate.

(ii) Receive and approve reports and recommendations from such groups.

(iii) Recommend the Association’s annual membership subscriptions for approval to the Annual General Meeting.

(iv) On behalf of and in furtherance of the objectives of the Association, enter into contracts for goods, services, property and employment and all other contracts with third parties, taking into account appropriate levels of liability and agree appropriate payment criteria or remuneration.

(v) The Executive shall be able to invite representatives of associated bodies or other persons to attend at Executive meetings but they shall not be members of the Executive nor have voting powers.

(vi) Appoint Officer(s) of the Association and delegate to the Officer(s) such powers of the Executive, as may be necessary for the day to day running of the Association. The Officer(s) will attend Executive meetings but will not have a vote.

(vii) Second such other members of staff as may be necessary from time to time.

(viii) Agree the payment of appropriate expenses in accordance with clause 7(f).

(ix) Ensure compliance with the Association’s financial regulations.

(x) Organise meetings, seminars, training sessions and workshops as required. . (xi) Take such reasonable actions necessary to promote the objectives of the Association.

7. FINANCIAL ARRANGEMENTS

(a) General

(i) The Association is a non-profit making organisation and any funds generated shall be used to fulfil the objectives of the Association.

(ii) The Treasurer shall be responsible for ensuring that all members of the Executive are supplied with copies of the Financial Regulations.

(iii) The Treasurer will make a financial update report at each meeting of the Executive covering all expenditure and income in the Associations accounts which has take place since the last meeting of the Executive. The chair of the meeting will sign off a copy of this report as an acceptable record of the financial transactions of the Association only when satisfied that all transactions in the report are in the interests of the Association.

(iv) Any proposed alteration of the Financial Regulations shall be approved by the Executive.

(b) Subscription

(i) Annual Membership subscriptions for the forthcoming year shall be recommended by the Executive for approval at the Annual General Meeting.

(ii) The Treasurer shall ensure that all subscriptions are collected promptly from Members, by issuing a formal invoice to each Member for payment.

(iii) The annual subscription shall take the form of a charge to be agreed at the Annual General Meeting to take effect from 1 August following. Failure by an institution to pay any subscriptions levied by a date specified on the invoice will result in the suspension of that institution’s Membership until such time as all accounts have been settled.

(c) Bank accounts and signatories to cheques

(i) Bank accounts shall be kept in the name of the Universities Safety and Health Association at a clearing bank or building society approved by the Executive.

(ii) Signatories to the account shall be:

Chair Deputy Chair Secretary Treasurer (“the Signatories”)

(iii) Cheques must be signed by two of the four Signatories.

(iv) Any changes to the Signatories must be approved in advance by a majority of the members of the Executive and reported to the next Annual General Meeting.

(d) Accounts and Auditing

(i) The Treasurer shall be responsible for keeping appropriate accounting records of all financial transactions and reporting to the Executive at each meeting as in 7(a)(iii) and at such other times as may be requested by the Chair.

(ii) The Treasurer shall prepare an annual set of audited income and expenditure accounts and balance sheet approved by the Executive to be submitted to the Annual General Meeting.

(iii) The Treasurer shall prepare a Financial Report to be submitted to the Annual General Meeting.

(iv) The accounts shall be audited by a qualified individual, not employed at the same Institution as the Treasurer, who shall be nominated and approved by the Executive. The Executive is responsible for agreeing any fee payable for such services.

(v) The Treasurer shall ensure that all appropriate arrangements are in place for the prompt collection and banking of all income as well as making approved payments. .

(e) Expenditure

(i) The Executive shall have the power to reimburse expenditure incurred on behalf of Association activities and it shall, from time to time, determine levels of reimbursement in respect of expenditure incurred by members of the Executive or members of working groups, sub-groups, steering groups etc.

(ii) The Executive shall have the power to reimburse Member institutions such costs as may be agreed pursuant to clauses 6(c)(vi) and (vii) in relation to the secondment of Officer(s), and/or other staff and to pay any applicable VAT on such costs.

(iii) The Executive will set a delegated approval limit to the Treasurer from time to time.

(iv) No expenditure should be made or committed on behalf of the Association without the prior knowledge of the Treasurer.

(v) The income of the Association shall be applied only in the furtherance of the objectives of the Association.

8. AMENDMENTS TO THE CONSTITUTION

(a) Amendments to the Constitution shall only be made at the Annual General Meeting or at a General Meeting. Approval of proposed amendments shall require the support of at least two thirds of those present and entitled to vote in person, in writing or by email.

(b) Any proposed amendments must be submitted in writing to the Secretary not less than 28 days before the Annual General Meeting or General Meeting.

9. DISSOLUTION

(a) The Association shall be dissolved if a resolution for dissolution is carried by a two-thirds majority of those entitled to vote at a General Meeting.

The resolution must include specification of how the assets and liabilities will be wound up.

(b) Dissolution shall take effect from the date of the passing of the resolution and the Executive shall be responsible for the winding up of the assets and liabilities of the association.

(c) Any assets remaining after the discharge of the debts and liabilities of the Association shall be distributed amongst Members in proportion to the amount each Member has paid in subscription fees over the preceding five years.

February 2007

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