Should LUU adopt the amendments to its Bye Laws and Articles of Association as recommended by NCVO and approved by the Board of Trustees?
Passed: May 2022 (12th)
What do you want? / Why do you want it?
A full review of the LUU Governing Documents (including the Articles of Association, Bye-Laws, and with impact on related documents) was initiated by the Appointments & Governance subcommittee in February 2021. The purpose of the NCVO review was to fully review the documents and redraft them taking into account changes to best practice, updates for accuracy, and to ensure that the documents are consistent and clear. The revised bye-laws and governing documents include:
Simplification and clarification of the Bye-Laws, with all practical detail removed and expressed through more in-depth internal procedure documents.
Removal of the Annual General Meeting from both the Articles and Bye-Laws, and amendment of the provisions for inclusion within the Forum process in fulfilment of Company Law requirements.
The review has been conducted through consultation with a project group including Hannah Brian (Deputy Chief Executive - Student Engagement), Doug Muzawazi (Head of Engagement), Mike Hewitson (Democracy Manager) and Aysha Burton (Union Affairs & Communications Officer).
The majority of Bye-Laws have been condensed or merged, and new sections have been added to the document to aid readers, including a more detailed section on General Provisions and a Glossary. There are substantive changes in the following areas:
LUU membership is currently set out in Section A of the Codes and Procedures, in line with the provisions detailed in Part 2 of the Articles of Association (Members). Membership is currently a single level, and applies solely to full and part time students registered at the University of Leeds. There is a provision for associate membership (Article 12) but this is not supported by the Bye-Laws which contain no reference to membership rules.
It is proposed to make a change to the Articles of Association, separating Student Membership from Company Law Membership. This separation will create greater clarity as to the role of the Board, and will reinforce the status of Student Members within important decision-making structures including referendums. The only Company Law Members will be the Trustees.
In addition to the Article change, it is proposed that a new Membership Bye-Law be added which sets out clearly the status of Student Members. This will allow the Union to better regulate Clubs & Societies and phase out public, associate and alumni memberships.
The Bye-Laws on referendums and petitions will be combined into a single section on membership decision-making. This Bye-Law will more explicitly set out the link between cross-campus ballots and key membership decisions as defined by the Articles of Association and the Education Act 1994, including the power of student members to petition for changes to affiliations and the power of student members to petition for the removal of trustees.
Annual General Meeting
A substantive proposal within the project is to remove all provisions in the Articles and Bye-Laws which relate to an Annual General Meeting. This meeting is not required under company law, and it does not act as a meaningful member engagement exercise for LUU. It is proposed that the functions of the Annual General Meeting be redistributed across other existing LUU structures to ensure that LUU can more effectively meet the needs of the members.
These functions will be distributed in the following ways;
Union Forum meetings provide a space for Officer Trustees to share organisational updates with the members and to be held accountable. It is proposed that this section of the Union Forum agenda be broadened to include updates to the membership on the impact of LUU as an organisation. This will be alongside the usual publication of the LUU impact report each January.
Company law functions such as approval of accounts and appointment of auditors will move to Board of Trustees meetings, though the accounts and audit statement will continue to be freely available to all members on the LUU website.
Affiliations will continue to be shared on the LUU website, and will be approved by the members at Union Forum meetings (in compliance with the Education Act 1994 Section 22 clauses j, k, and l). Any member wishing to take an affiliation to cross-campus referendum will be able to do so through the petition process set out in the Bye-Laws.
The revised Bye-Laws and Articles were approved by the Board of Trustees in March 2022 and recommended to the Better Union forum for implementation from July 2022.
Expires: May 2025 (12th)
Submitted By: Aysha Burton
Officer: Union Affairs and Communications
Area of Work: Governance