Question 1*: Do you authorise the Trustees of the Union, upon a future date, to transfer the business of the Union to a charitable company limited by guarantee with Memorandum and Articles of Association in the same or similar form to those available from www.uclu.org/referendum-2011/incorporation/mem-and-arts/, the company having the same membership as the Union and, after the transfer, pursuing objects that are compatible with the objects of the Union?
* Note if you vote YES to Question 1, you will also agree to paragraphs 1 to 9 below which set out the arrangements that are required to set up the new company and enable the Trustees to transfer the Union’s business to it.
1. That the Union currently constituted as an unincorporated association (“the Union”) may set up a charitable company limited by guarantee to be called UCLU (“NewCo”).
2. That the constitution of NewCo will be Memorandum and Articles of Association which shall be in the same or similar form, subject to any amendments requested by the UCLU Governance Committee and Charity Commission and subject to the consent of University College London, as are available from www.uclu.org/referendum-2011/incorporation/mem-and-arts/.
3. That the members of NewCo will be the same as the members of the Union (namely each and every student at University College London who has not opted out of membership and the Sabbatical Trustees) and NewCo’s objects will be compatible with the objects of the Union.
4. Provided the Trustees are satisfied that all legal formalities have been complied with, and subject to obtaining all necessary consents orders or schemes of the Charity Commission, that the Union acting under delegated power by two of its Trustees may transfer on such date as is agreed by the two delegated Trustees, all of the assets and undertaking of the Union (subject to its liabilities) on such terms as the two delegated Trustees reasonably see fit to NewCo (“the Transfer”) provided the Trustees are satisfied that the Transfer is in the best interests of the Union and its members and that the objects of NewCo will secure the objects of the Union, being compatible with the objects of the Union.
5. Subject to paragraph 4 above, that the Union acting by its two delegated Trustees may execute a transfer deed (the “Transfer Agreement”) and such other documents as are necessary to carry the Transfer into effect, provided the Transfer Agreement contains indemnities from NewCo to the Trustees of the Union in respect of any liabilities of the Union incurred before but arising after the date of the Transfer (such indemnities being capable of assignment by the Trustees).
6. That the trustees of NewCo may take all decisions and action necessary to effect the Transfer and to take such action subsequent to Transfer as may be strictly necessary or consequential.
7. That no active steps will be taken to dissolve the Union following the Transfer and it will remain in existence as a dormant organisation for technical legal reasons in order to preserve certain property rights in relation to the Shenley Sports Grounds which are held on trust by University College London.
8. Subject to paragraph 9 below, depending on when the Transfer takes place, where new bodies or positions exist which have not been elected or selected, old bodies or persons identified by the Governance Committee should assume relevant responsibilities and powers until such time that an election or selection as appropriate can be held in the normal course of business. Following the date of the Transfer, such bodies or persons shall be identified by the Steering Committee of NewCo or, if the Steering Committee has yet to be established, by the trustees of NewCo.
9. All matters not covered by paragraphs 1 to 8 above and/or pending the adoption of the Byelaws shall be resolved by the Governance Committee up until the date of the Transfer and thereafter by the Steering Committee of NewCo or, if the Steering Committee has yet to be established, by the trustees of NewCo.