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The draft new NUS Constitution (failed to pass in April 2008)

DRAFT: Articles of Governance of the National Union of Students of the United Kingdom (An unincorporated association)

The National Union

1. The National Union shall be an unincorporated association in the name of "The National Union of Students of the United Kingdom" (hereinafter called "the National Union").
2. The National Union shall be a confederal association of Students' Unions, students' associations, guilds, junior common rooms and representative councils of students involved in post-sixteen education and training in the United Kingdom.

Mission

3. The National Union's mission shall be to:
3.1 promote, defend and extend the rights of Students; and
3.2 develop and champion strong Students' Unions.

Aims and Objects

4. The primary aims and objects of the National Union are to:
4.1 represent Students of the United Kingdom locally, nationally and internationally;
4.2 promote and maintain the educational, social, cultural and general interests of Students;
4.3 arrange services, goods, facilities and other benefits for Members of the National Union, for persons and organisations associated with the National Union, and for other Students and their organisations;
4.4 promote the views of Students on problems in the educational system as a whole;
4.5 promote the interests of Students in economic, social, youth and mature issues which have a direct affect on education or upon the status and welfare of Students within society;
4.6 promote the views of Students upon those issues which have a direct bearing on the education or social rights of students of any country;
4.7 maintain and promote co-operation with students and student organisations of other countries;
4.8 discuss, comment and act upon current affairs which are of interest or importance to Students; and
4.9 support causes which, in the opinion of the Congress, merit the support of Students in general.
5. The secondary aims and objects of the National Union are to:
5.1 discuss, act upon and promote awareness of all of its primary aims and objects in their full economic and social context;
5.2 promote its primary aims and objects as an organised student group and in liaison and co-operation with other organised groups in society; and
5.3 do anything helpful to its primary aims and objects.

Equal Opportunities

6. In pursuance of these aims and objects the National Union will not tolerate, and seek to eradicate, discrimination on the basis of race, sex, sexual orientation, disability, ethnic origin, religion, age or creed, and will be independent of any party political organisation or religious body; but positive action in favour of any disadvantaged section of society shall be permissible.

No Platform Policy

6.1 In pursuance of the National Union's aims and objects, any individuals or members of organisations or groups identified by the Democratic Procedures Committee as holding racist or fascist views shall not be allowed to stand for election to any National Union office, or attend, speak or otherwise participate in National Union conferences, meetings or any other National Union events, and Officers, Committee Members and Trustees shall not share a public platform with an individual or member of an organisation or group known to hold racist or fascist views. The Democratic Procedures Committee shall develop Rules for the operation of the National Union's "no platform" policy which shall require the approval of the Congress.
7. In addition, as part of the National Union's no platform policy:
7.1 a person or organisation or group may be subject to the National Union's "no platform" policy from time to time pursuant to an ordinary resolution of the Congress;
7.2 a list of the individuals, organisations and groups subject to the National Union's "no platform" policy shall be kept on record by the Senate;
7.3 any Student identified as not being eligible to stand for election at the Congress as a result of the National Union's "no platform" policy shall be removed from the relevant and any subsequent stages of the election process by the Democratic Procedures Committee;
7.4 any Constituent Member or member of the Congress may complain to the Democratic Procedures Committee about the entitlement of a person to be present at the Congress on the basis that such person is currently subject to the "no platform" policy. Such a complaint may be made at any time before or during the Congress, and the Democratic Procedures Committee shall have the power at its absolute discretion to investigate the complaint and then withdraw the person's entitlement to attend the Congress where, in the opinion of the Democratic Procedures Committee, that person is currently subject to the "no platform" policy;
7.5 Articles 7.2 ­ 7.4 shall apply to all other conferences and events where the Democratic Procedures Committee shall have the power to delegate its authority in pursuance of the above.

Powers

8. To further its aims and objects, but not for any ultra vires purpose, the National Union may:
8.1 establish, support, promote and operate a network of programmes and activities for Members;
8.2 provide services and facilities directly for Students where appropriate;
8.3 alone or with organisations:
8.3.1 carry out campaigning activities in relation to the development and implementation of appropriate policies;
8.3.2 seek to influence public opinion; and
8.3.3 make representations to and seek to influence governmental and other bodies and institutions;
8.4 write, make, commission, print, publish or distribute materials or assist in these activities;
8.5 promote, initiate, develop and carry out education and training and arrange provide or assist with exhibitions, lectures, meetings, seminars, displays or classes;
8.6 promote, encourage, carry out or commission research, surveys, studies or other work and publish the useful results;
8.7 provide or appoint others to provide guidance, representation and advocacy;
8.8 purchase, lease, hire or receive property including land buildings and equipment and equip it for use;
8.9 sell, manage, lease, mortgage, exchange, dispose of or deal with all or any of its property;
8.10 borrow and raise money on such terms and security as the National Union may think suitable (subject to any consent required by law);
8.11 raise funds and invite and receive contributions from any person(s);
8.12 trade in the course of carrying out any of its aims and objects;
8.13 incorporate companies to carry on any trade;
8.14 subject to Article 9 below, employ and pay employees and professionals or other advisors;
8.15 grant pensions and retirement benefits to employees of the National Union and to their dependants and subscribe to funds or schemes for providing pensions and retirement benefits for employees of the National Union and their dependants;
8.16 set up organisations or charities with identical or similar objects and/or promote, support, aid, amalgamate or co-operate with, become a member or affiliate or associate of, and act as or appoint trustees, agents, nominees or delegates to control and manage such organisations or charities, subscribe, lend or guarantee money to such charities;
8.17 undertake and execute any trusts which may lawfully be undertaken by it;
8.18 invest and deal with the National Union's money not immediately required for its aims and objects in or upon any investments, securities, or property;
8.19 delegate the management of investments to an appropriately experienced and qualified financial expert provided that:
8.19.1 the investment policy is set down in writing for the financial expert by the Trustees;
8.19.2 every transaction is reported promptly to the Trustees;
8.19.3 the performance of the investment is reviewed regularly by the Trustees;
8.19.4 the Trustees are entitled to cancel the delegation at any time;
8.19.5 the investment policy and the delegation arrangements are reviewed at least once a year;
8.19.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt; and
8.19.7 the financial expert may not do anything outside the powers of the Trustees;
8.20 arrange for investments or other property of the National Union to be held in the name of a nominee (being a company or a limited liability partnership registered or having an established place of business in England and Wales) under the control of the Trustees or a financial expert acting under their instructions and to pay any reasonable fee required;
8.21 lend money and give credit to, take security for such loans or credit and guarantee or give security for the performance of contracts by any person or company;
8.22 open and operate banking accounts and other facilities for banking and draw, accept, endorse, negotiate, discount, issue or execute negotiable instruments such as promissory notes or bills of exchange;
8.23 purchase or acquire all or any of the property, assets, liabilities and engagements of any organisations or charities with objects similar to the National Union's objects;
8.24 incorporate and transfer all its assets to a limited liability legal entity;
8.25 pay out of the funds of the National Union the cost of any premium in respect of any indemnity insurance to cover the liability of the Trustees (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they maybe guilty in relation to the National Union provided that no such insurance shall extend to any claim arising from any liability incurred by the Trustees to pay a fine imposed in criminal proceedings; or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); any liability incurred by the Trustees in defending any criminal proceedings in which the Trustees are convicted of an offence arising out of any fraud or dishonesty, or wilful or reckless misconduct; and
8.26 do all such other lawful things as shall further the National Union's aims and objects.
9. The income and property of the National Union shall be applied solely towards the promotion of its aims and objects set out in these Articles of Governance. No part shall be paid or transferred directly or indirectly to the Members and no Officer, Committee Member or Trustee may receive any remuneration or other benefit in money or money's worth from the National Union except for payment in good faith of:
9.1 any reasonable payment to a Member, Officer, Committee Member or Trustee for any goods or services provided by the Member to the National Union under a contract for those goods or services;
9.2 reasonable and proper remuneration to any person (including a Member and a Trustee) for any services provided to the National Union (including by way of employment and in particular but without limitation the employment of Officer Trustees under Article 69, National Office Bearers under Article 92 and any other full time officers or other officers under Article 95) provided that the procedure described in Article 97 of the Articles of Governance (Conflicts of Interest) is followed in relation to the remuneration of any Trustee;
9.3 interest on money lent to the National Union at a reasonable and proper rate per annum;
9.4 any reasonable and proper rent for premises let to the National Union;
9.5 fees, remuneration or other benefits in money or money's worth to any company of which a Trustee or a Member or a member of her immediate family holds one per cent of the capital;
9.6 reasonable and proper out-of-pocket expenses of the Officers, Committee Members and Trustees; and
9.7 reasonable and proper premiums in respect of indemnity insurance effected in accordance with Article 8.25 above.
10. If any property remains after the National Union has been wound up or dissolved and all debts and liabilities have been satisfied, it shall be paid to or distributed among the Constituent Members of the National Union.

Membership

11. The Members of the National Union shall be as follows:
11.1 Constituent Members;
11.2 Individual Members;
11.3 Student Organisations in Association, Partner Organisations in Association and Individuals in Association together the "Associate Members"); and
11.4 Honorary Members.
12. Members' details (other than Individual Members) shall be entered in a register of Members.

Constituent Members

13. Constituent Membership shall be open to:
13.1 any representative organisation, Students' Union, students' association, guild, common room or representative council in the United Kingdom to which all the full-time students in post-sixteen education or a post-sixteen education establishment belong; and
13.2 in the absence of any representative student organisation, any student body of a post-sixteen educational establishment which is approved by the Congress.
14. Applications for Constituent Membership shall be sent to the Democratic Procedures Committee by a method of its determination. The Democratic Procedures Committee shall make investigations and enquiries as it thinks fit, and shall submit the application to the next available meeting of the Congress or the Senate following the receipt of the application. The Congress or the Senate may accept or reject the application. If the organisation is accepted into membership by a meeting of the Senate this decision shall require further ratification at the next meeting of the Congress. Acceptance by the Congress and the Senate shall require a two thirds majority vote.

Individual Members

15. Individual Membership, which is defined for the purposes of determining eligibility for candidacy for elections, is automatically conferred upon:
15.1 the Students of a Constituent Member aged 16 or over;
15.2 the Committee Members and members of the Senate; and
15.3 the sabbatical officers of Constituent Members.
15.4 the sabbatical convenors of NUS Area Organisations.

Associate Members

16. Associate Membership shall be open to:
16.1 national student organisations having a substantial student membership uniting students for any purpose, known as "Student Organisations in Association";
16.2 non-student organisations who have general sympathy with the National Union, or who have particular areas of common interest with the National Union, known as "Partner Organisations in Association"; and
16.3 individuals interested in and supporting the aims and objects of the National Union, known as "Individuals in Association".
16.4 voluntary associations of students' unions defined geographically and recognised by the Senate in accordance with the rules, known as "NUS Areas"
17. Applications to become an Associate Member shall be made to the Senate by a method of its determination and may be accepted or rejected by a two thirds' majority vote of the Senate. The Congress shall have the right to reverse any such decision.

Honorary Members

18. The Congress may elect to and remove from Honorary Membership of the National Union such persons and organisations as it sees fit.

Rights and Obligations of Members

19. Members shall be entitled to receive any privileges and benefits as determined by the Board from time to time.
20. Only Constituent Members and members of the Senate are entitled to attend and vote at meetings of the Congress. Constituent Members and members of the Senate are also entitled to submit policy proposals to the Congress, the Nations, the Liberation Campaigns, the Student Sections and the Zones. For the purposes of submission of proposals and participation in the Congress, the Senate and each principal committee of the Nations, the Liberation Campaigns, the Student Sections and the Zones shall act as a Constituent Member in its own right as further defined in the rules.
21. Constituent Members and Associate Members shall be liable to pay a subscription as determined by the Board and approved by the Congress.
22. Individual Members shall be entitled to stand for election as Officers, Committee Members and members of the Senate.
23. Constituent Members and Individual Members agree to abide by these Articles of Governance and to contribute to the carrying out of any decisions of the Congress.

Termination of Membership

Withdrawal
24. A Constituent Member or an Associate Member may withdraw from membership of the National Union by giving written notice to the Senate before the 1st July in the year in which it wishes to withdraw from membership, such notice to take effect on the 31st December of that year.
25. The membership of the Constituent Member or the Associate Member shall cease without prejudice to any outstanding claims that the National Union may have against such Member.
Default
26. Where a Member owes any money to the National Union or is in arrears in payment of all or part of its membership subscription, the Board may withdraw from the defaulting Member all or any of its membership rights and privileges (including any rights of participation in the governance of the National Union).
27. If a membership subscription or any part of it is in arrears for more than two years, the membership of the defaulting Member (and its rights and privileges) shall automatically cease without prejudice to any outstanding claim of the National Union against such Member.
28. If an Associate Member fails to pay its membership subscription within 90 days of it becoming due, its membership shall cease on the expiration of that 90 day period.
Suspension
29. If any Member takes action which, in the opinion of the Senate, discriminates on the grounds of race, sex, sexual orientation, disability, ethnic origin, religion, age or creed, the Senate may by resolution deprive that Member of some or all of its rights, privileges, facilities or benefits. Suspension shall be for as long and upon such terms as may be determined by the Senate. The Senate may vary the terms of or lift any such suspension of rights.
Expulsion
30. Any Member may be expelled by a resolution of the Congress passed by a two thirds' majority.

Congress

Role and powers

31. The Congress shall be the Sovereign Policy Making Body of the National Union, subject to any exceptions stated expressly in these Articles.
32. The Congress shall be responsible for the following:
32.1 producing policy or position statements outlining the general activities that the National Union intends to undertake in order to carry out its mission and fulfil its aims and objects;
32.2 carrying out a range of administrative functions in relation to the National Union; and
32.3 holding elections for posts of Officers and Committee Members as further defined in these articles and the rules
33. The Congress shall determine the policy of the National Union either of its own motion at a meeting of the Congress, or by adoption of policy decisions taken by the Senate, the Nations, NUS-USI, the Liberation Campaigns, the Student Sections or the Zones in between meetings of the Congress.
34. The Congress shall have power to appoint and remove the Trustees in accordance with Articles 71 to 80 below.

Composition

35. The composition of the Congress shall be as follows:
35.1 specified Committee Members as determined in the Rules; and
35.2 a number of representatives from each Constituent Member, as determined in accordance with the Congress Rules.

Proceedings

36. The Congress shall hold an annual general meeting before the month of June in each calendar year.
37. The Congress may hold general meetings other than annual general meetings at any time and these shall be called extraordinary general meetings.
38. The meetings of the Congress shall be held in accordance with the Rules.
39. The procedures of the Congress shall be further defined in the Congress Rules.

Senate

Role and powers

40. The Senate shall be the interim policy body and its officers shall provide the Political Leadership of the National Union. The Senate shall:
40.1 determine emergency policy of the National Union in between meetings of the Congress;
40.2 appoint members to various committees as further defined in the Rules;
40.3 establish special committees of significance to the National Union;
40.4 interpret and develop policy and plans arising from it;
40.5 hold the Zones and their work to account; and
40.6 advise the Board on the meaning of policy, political priorities and allocation of resources of the National Union subject to the Board's power of overrule in Article 66
40.7 form a special committee of senate to be named the Anti Racism Anti Fascism committee (ARAF). The conveners of this committee be selected by senate.

Composition

41. The composition of the Senate shall be as follows:

Proceedings

42. The Senate shall hold a minimum of four meetings in each calendar year.
43. The procedures of the Senate shall be further defined in the Senate Rules.

Nations

44. The Nations shall be Politically Autonomous bodies that are responsible for the formation of policy and the implementation of the policy work of the National Union that has been devolved to them by the Congress, except that the Nations shall remain subject to the powers of the Congress and the Board under article 66. They shall also remain subject to the powers of the Democratic Procedures Committee unless Congress resolves to devolve any or all of the powers of the Democratic Procedures Committee to a Nations Democratic Procedures Committee.
45. There shall be two Nations, as follows:
45.1 NUS Scotland; and
45.2 NUS Wales.
46. Only those Constituent Members that are located in particular Nations shall be entitled to participate directly in the governance of that Nation.
47. The Congress shall devolve to the Nations such matters as it determines by normal resolution save that it shall not be able to devolve any of the powers of the Board. The powers, composition and procedures of each Nation shall be further defined in the Nations Rules.
48. There shall also be a body in Northern Ireland called "NUS-USI" that shall be governed in accordance with an agreement approved by the Congress and entered into by the Board and the relevant body of the union of students in Ireland. The agreement is set out in the Articles.

Liberation Campaigns

49. The Liberation Campaigns shall be Politically Autonomous bodies that are responsible for the formation of policy and the implementation of the policy work of the National Union that has been entrusted to them by the Congress and that is of concern to the Students represented by each Liberation Campaign, except that the Liberation Campaigns shall be subject to the powers of the Congress and the Board under article 66. They shall also remain subject to the powers of the Democratic Procedures Committee unless Congress resolves to devolve any or all of the powers of the Democratic Procedures Committee to a Liberation Campaign Democratic Procedures Committee.
50. Only those Individual Members that are defined as being a part of a particular Liberation Campaign shall be entitled to participate directly in the governance of that Liberation Campaign.
51. There shall be four Liberation Campaigns, as follows:
51.1 Women;
51.2 Black Students;
51.3 Lesbian, Gay, Bisexual and Trans Students; and
51.4 Disabled Students.
52. The powers, composition and procedures of the Liberation Campaigns shall be further defined in the Liberation Campaigns Rules.

Student Sections

53. The Student Sections shall be bodies that are responsible for the formation of policy and the implementation of the policy work of the National Union that has been devolved to them by the Congress and that is of concern to the Students represented by each Student Section. The Student Sections shall remain subject to the powers of the Congress, the Board, the Senate and the Democratic Procedures Committee.
54. Only those Individual Members that are defined as being a part of a particular Student Section shall be entitled to participate directly in the governance of that Student Section.
55. There shall be two Student Sections, as follows:
55.1 mature and part time students; and
55.2 international Students.
56. The powers, composition and procedures of the Student Sections shall be further defined in the Student Sections Rules.

Zones

57. The Zones shall be the five policy sections of the National Union and they shall have day-to-day responsibility for the formation, proposal and implementation of the National Union's policy in the following areas:
57.1 Higher Education;
57.2 Further Education;
57.3 Union Development;
57.4 Welfare; and
57.5 Society and Citizenship.
58. The Zones shall report to the Senate and be directed by it.
59. Each Zone shall have a committee that will lead the Zone and consist of a full time officer elected by the Congress and such other members as are elected by that Zone at its conference. Each committee shall have the power to co-opt non student non voting advisors as it sees fit.
60. The composition and procedures of the Zones shall be further defined in the Zones Rules.

Democratic Procedures Committee

61. The Democratic Procedures Committee of the National Union shall be responsible for the democracy of the National Union and shall have the power to govern and interpret all matters relating to elections and democratic procedures.
62. The composition of the Democratic Procedures Committee shall be as follows:
62.1 eight Individual Members, four of which will be elected by the Congress in alternate years on two year terms at its annual general meeting; and
62.2 four persons who are not Students and who have been appointed by a simple majority vote of the Congress from such persons as have been recommended by the Nominations Committee.
63. A member of the senate appointed by the President shall be entitled to attend meetings of the Democratic Procedures Committee as a non voting member. The procedures of the Democratic Procedures Committee shall be further defined in the Democratic Procedures Committee Rules. The Committee may establish sub committees with appropriate memberships as further defined in the rules to deal with elections.

Board of Trustees

Role and powers of the Board

64. The Board of Trustees shall be responsible for the management and administration of the National Union and may exercise all the powers of the National Union as set out in these Articles of Governance and the Rules. No alteration of these Articles or the Rules shall invalidate any prior act of the Trustees which would have been valid if that alteration had not been made. A meeting of the Trustees at which a quorum is present may exercise all powers exercisable by the Trustees.
65. The Board of Trustees' powers under Article 64 shall include but not be limited to ultimate responsibility for the:
65.1 management and administration of the National Union; and
65.2 the budget of the National Union and subject to Article 66 below the Board's principal function in exercising its powers, duties and functions shall be to seek to serve the aims, objects and wishes of the Congress, Senate and committees.
66. The Board of Trustees shall only have the power to overrule any decisions of the Congress, the Senate, the Nations, the Liberation Campaigns, the Student Sections, the Zones and/or the Democratic Procedures Committee on the following grounds:
66.1 financial risk; and
66.2 legal requirements
and the Board shall seek appropriate external advice before exercising its power to overrule and shall report every exercise of its power to overrule the Congress in accordance with the Rules.

Composition of the Board

67. There shall be at least seven but not more than fourteen Trustees.
68. The Trustees shall be made up of the following persons:
68.1 the National President;
68.2 not more than four Officer Trustees;
68.3 not more than six Student Trustees; and
68.4 not more than four Lay Trustees.

Officer Trustees

69. The Officer Trustees shall be as follows:
69.1 the National President; and
69.2 the four Officers appointed by the Senate.
70. Officer Trustees shall remain in office for a term of one year commencing in accordance with the Rules. The term of office may be shorter or longer on a transitional basis to coincide with an alteration of the year start or end. At the same time as commencing the term of office as a Trustee, the Officer Trustee will enter into a contract of employment with the National Union for a term to be determined by these Articles. Subject to a transitional change in the year of office the duties and method of remuneration of each Officer Trustee shall be as set out in the Rules.

Student Trustees

71. Student Trustees who shall be individual members of the national union elected as a block at the Congress as further defined in the rules. For the avoidance of doubt, an Officer or a person who was previously an Officer or a Lay Trustee shall not be eligible for appointment as a Student Trustee
72. Student Trustees shall remain in office for a term of two years. The term of office may be shorter or longer on a transitional basis to coincide with the alteration of the year start or end.
73. A Student Trustee may serve a maximum of one term.

Lay Trustees

74. Lay Trustees shall be appointed by a simple majority vote of the Congress from such persons as have been recommended by the Nominations Committee.
75. Lay Trustees shall remain in office for a term of up to three years calculated from the date of appointment.
76. A Lay Trustee may serve a maximum of two terms. For the avoidance of doubt, these terms may be either consecutive or non-consecutive.

Disqualification, Removal or Resignation of Trustees

77. The office of a Trustee shall be vacated if:
77.1 she becomes bankrupt;
77.2 she resigns by notice to the National Union (but only if at least three Trustees will remain in office when the notice of resignation is to take effect);
77.3 she becomes incapable by reason of ill-health or injury of managing and administering her own affairs; or
77.4 in the case of a Trustee who is not the President, she fails to attend three consecutive meetings of the Trustees and the other Trustees resolve that she be removed for this reason.
78. The office of a Trustee shall be vacated if a motion of no confidence in the Trustee is passed by a two thirds majority vote of the Congress.
79. For the avoidance of doubt, where an Officer Trustee ceases to be a Trustee in accordance with Articles 77 or 78 above, she shall not cease to be an Officer by virtue of ceasing to be a Trustee.

Replacement of Trustees

80. In the event of a vacancy on the Board of Trustees, a Trustee shall be appointed to the vacancy by a simple majority vote of the Congress from such persons as have been recommended by the Nominations Committee.

Proceedings of the Board

81. Subject to the provision of these Articles and the Rules, the Trustees may regulate their proceedings as they think fit. The Rules shall set out, inter alia, provisions in respect of notice, quorum, and approval of resolutions in written, electronic or at a virtual meeting.

Delegation of Trustees' Powers

82. The Trustees may by power of attorney or otherwise appoint any person to be the agent of the National Union for such purposes and on such conditions as they determine.
83. The Trustees may delegate any of their powers or functions to any committee or the implementation of any of their resolutions and day to day management of the affairs of the National Union to any person or committee in accordance with the conditions set out in these Articles.

Delegation of day to day management powers

84. In the case of delegation of the day to day management of the National Union to a Chief Executive or other manager or Officer:
84.1 the delegated power shall be to manage the National Union by implementing the policy and strategy of the National Union in accordance with any requirements and within a budget approved by the Trustees and if applicable to advise the Trustees and Senate in relation to any such policy, strategy and budget;
84.2 the Trustees shall provide the manager with a description of her role and the extent of her authority; and
84.3 the manager shall report regularly to the Trustees on the activities undertaken in managing the National Union and provide them regularly with management accounts sufficient to explain the financial position of the National Union.

Delegation to committees

85. In the case of delegation to committees:
85.1 the resolution making that delegation shall specify those who shall serve or be asked to serve on such committee (though the resolution may allow the committee to make co-options up to a specified number);
85.2 the composition of any such committee shall be entirely in the discretion of the Trustees and may comprise such of their number (if any) as the resolution may specify;
85.3 the deliberations of any such committee shall be reported regularly to the Trustees and any resolution passed or decision taken by any such committee shall be reported forthwith to the Trustees and for that purpose every committee shall appoint a secretary;
85.4 all delegations under this Article shall be revocable at any time; and
85.5 the Trustees may make such regulations and impose such terms and conditions and give such mandates to any such committee or committees as they may from time to time think fit.
86. The Trustees shall establish the following committees (which is a non-exhaustive list) in accordance with their powers under Article 83:
86.1 Nominations Committee, as further defined in Articles 89 to 91 below;
86.2 Audit, Risk and Remuneration Committee.

Bank Account and Proceedings of Committees

87. For the avoidance of doubt, the Trustees may (in accordance with Article 83) delegate all financial matters to any committee and may empower such committee to resolve upon the operation of any bank account according to such mandate as it shall think fit whether or not requiring a signature of any Trustee, provided always that no committee shall incur expenditure on behalf of the National Union except in accordance with a budget which has been approved by the Trustees.
88. The meetings and proceedings of any committee shall be governed by the provisions of the Articles of Governance and the Rules regulating the meetings and proceedings of the Trustees so far as the same are applicable and are not superseded by any regulations made by the Trustees.

Nominations Committee

89. A Nominations Committee shall be established by the Board of Trustees pursuant to Article 85 and it shall be responsible for identifying and recommending to the Congress persons who are suitable for appointment to the Board of Trustees as Lay Trustees. It shall also identify and recommend lay members of the Democratic Procedures Committee
90. The composition of the Nominations Committee shall be determined by the Board, save that the Nominations Committee shall have a membership of at least three, of whom at least one should be a member of the Democratic Procedures Committee
91. The procedures of the Nominations Committee shall be further defined in the Nominations Committee Rules.

National Office Bearers

92. The National Office Bearers of the National Union shall be responsible for the day-to-day political direction of the National Union and shall have the powers and roles further defined in the Rules. They shall be "full time officers" and shall receive an allowance and other benefits in accordance with Article 9 as from time to time as determined by the Board. Their terms and conditions shall be outlined in a contract of employment approved by the Board.
93. There shall be the following National Office Bearers:
94. The National Office Bearers shall be elected by the Congress and removed by the Congress in accordance with the Rules.
95. The Nations Rules, the Liberation Campaigns Rules and the Student Sections Rules may provide for other full time officers to be elected by the relevant Nation, Campaign or Section. Such officers or other officers determined by The Nations, the Liberation Campaigns or the Student Sections to be the equivalent of full time officers shall receive an allowance and other benefits in accordance with Article 9 as from time to time determined by the Board. Their terms and conditions shall be outlined in a contract of employment approved by the Board. The role, powers and method of election and removal of such officers shall be further defined in the relevant Rules.

General

Rules

96. Subject to Article 114-118, Congress shall have the power from time to time to make, repeal or alter Rules as to the appointment and conduct of business by the Trustees, the Congress, the Senate or any committee and as to any matters or things within the powers or under the control of the Democratic Procedures Committee, provided that such Rules shall not be inconsistent with these Articles. The Trustees shall have the power from time to time to make, repeal or alter regulations as to the management of the National Union and its affairs, the duties of employees of the National Union, and as to any matters or things within the powers or under the control of the Trustees.

Conflicts of Interest

97. Whenever an Officer, Committee Member or Trustee has a Personal Interest in a matter to be discussed at a meeting, and whenever an Officer, Committee Member or Trustee has an interest in another organisation whose interests are reasonably likely to conflict with those of the National Union in relation to a matter to be discussed at a meeting, she must:
97.1 declare an interest before discussion begins on the matter;
97.2 withdraw from that part of the meeting unless expressly invited to remain;
97.3 in the case of Personal Interests, not be counted in the quorum for that part of the meeting; and
97.4 in the case of Personal Interests, withdraw during the vote and have no vote on the matter and Article 97 shall apply in particular to any matter that may directly or indirectly relate to the position of an Officer Trustee who is or is to be remunerated by the National Union as an employee of the National Union.

Minutes

98. The Democratic Procedures Committee shall keep minutes of all proceedings at the meetings of the Congress and the Senate. The Trustees shall keep minutes of all proceedings at the meetings of the Trustees, and of committees of the Trustees, including the names of the Trustees present at each such meeting. Any such minute, if purported to be signed by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall, as against any Member or Officer, Committee Member or Trustee of the National Union, be sufficient evidence of the proceedings.
99. The minutes of the meetings referred to in Article 98 above shall be normally considered open and shall be available to Members on the National Union's website, except where those minutes relate to any reserved matters including without limitation staff-related or disciplinary matters. Copies of the minutes shall also be kept in the National Union offices.
100. The following shall be available from the National Union's website and copies shall be held at the National Union's offices:
100.1 a copy of these Articles of Governance and the Rules, including any amendments thereto;
100.2 a copy of the National Union's annual report; and
100.3 any plan for the National Union's activities, including the budget.

Accounts and Reports

101. The Trustees shall ensure that adequate accounts and financial records are kept.
102. At each annual general meeting, the Board of Trustees shall present to the Congress:
102.1 a statement of account and balance sheet for the financial year ending on the 30th June of the previous year; and
102.2 estimates of income and expenditure for the year beginning on the 1st July following the Annual Meeting.
103. All Members may submit questions to the Trustees about the content of the accounts and the annual report. The procedures for submitting such questions shall be set out in the Rules.

Notices

104. Subject to Article 105 below, any notice to be given to or by any person pursuant to the Articles of Governance shall be in writing except that a notice calling a meeting of the Trustees need not be in writing.
105. The National Union may give any notice to a Member either personally or by sending it by post in a prepaid envelope addressed to the Member at her address or by leaving it at that address, or by facsimile or by electronic means to her address or by posting it on the National Union website.
106. A Member present at any meeting of the National Union shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
107. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an electronic communication, at the expiration of 48 hours after the time it was sent or in the case of a notice posted on the National Union's website at the expiration of 48 hours after it was posted.

Indemnity

108. Every Officer, Committee Member, Trustee or employee or auditor of the National Union shall be indemnified out of the assets of the National Union against any liability incurred by her in defending any proceedings, whether civil or criminal, in which judgment is given in her favour or in which she is acquitted or in connection with any application in which relief is granted to her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the National Union, and against all costs, charges, losses, expenses or liabilities incurred by her in the execution and discharge of her duties or in relation thereto.

Code of Conduct

109. The Board shall produce a "code of conduct" that all Individual Members shall be required to adhere to, including when Individual Members are on premises or at events that are administered or organised by the National Union.
110. The code of conduct may include a range of sanctions for breach of the code of conduct by an Individual Member, including the indefinite suspension of any or all of the rights and privileges of membership.

Interpretation of the Articles and the Rules

111. If a question as to the meaning and effect of the Articles or the Rules arises during a meeting of the Congress, that question shall be decided by the Chair. The decision as to whether or not a question relates to the meaning and effect of the Articles or the Rules shall also be decided by the Chair. The decision of the Chair in both these cases shall be final and shall not be open to challenge.
112. All matters relating to elections including the meaning and effect of any part of the elections rules shall be decided by the Democratic Procedures Committee. Whether or not a particular rule is one relating to elections shall be decided by the Democratic Procedures Committee. In all such matters, the decision of the Democratic Procedures Committee shall be final and shall not be open to challenge.
113. Subject to Articles 111 and 112 above, in the event of a dispute as to the interpretation of any part of the Articles or the Rules, the ruling of the President shall be sought. In the event of a challenge to the President's ruling, the decision shall be referred to the Senate. In the event of a challenge to the Senate's ruling, the decision of the Congress shall be final.

Amendments to the Articles

114. The Democratic Procedures Committee shall review these Articles every three years, with effect from the date that these Articles of Governance come into effect, and they may review them at more frequent intervals if considered appropriate.
115. Subject to Articles 116 and 117 below, an amendment to the Articles shall require the following:
115.1 the circulation by a Constituent Member, the Board of Trustees or the Democratic Procedures Committee of a proposal to amend the Articles to all the Constituent Members (the "Proposal");
115.2 a period of time (as set out in the Rules) during which any amendments to the Proposal may be submitted to the Democratic Procedures Committee;
115.3 a resolution of the Congress approving the Proposal (and either accepting or rejecting any amendments to the Proposal) passed by a two thirds majority vote at a meeting of the Congress; and
115.4 at the immediately following meeting of the Congress, ratification by the Congress of the resolution passed under Article 115.3 above by a two thirds majority vote, provided that the proposal to ratify the resolution shall have been circulated by the Democratic Procedures Committee to all the Constituent Members along with the other proposals for that meeting of the Congress.
115.5 To ensure that the Constitution remains in plain English, the Democratic Procedures Committee alone, at its sole discretion, shall propose amendments to Constitutional amendments at the ratifications stage. Such amendments shall not change the meaning or effect of the constitutional amendment.
115.6 The Democratic Procedures Committee may at its sole discretion renumber any part of the rules.
116. Where a proposed amendment to the Articles is an amendment to the Rules, such an amendment shall be made in the same way as an amendment to the Articles as set out in Article 115 above except that there shall be no need for the amendment to be ratified in accordance with Article 115.4.
117. Where a proposed amendment to the Articles is a consequential amendment due to a change in the Rules (for example, the number or heading names of Articles), such an amendment may be made by the Democratic Procedures Committee.
118. Where a proposed amendment to the Articles is an amendment to the Nations Rules relating to either NUS Scotland or NUS Wales (as set out in Schedule 2), such an amendment shall require a two thirds majority vote at the sovereign policy body of NUS Scotland or NUS Wales as appropriate. The procedure for the proposal of such amendments shall be specified in the Nations Rules.

Definitions and Interpretation

119. In these Articles of Governance the following terms shall have the following meanings:

Term & Meaning

119.1 "Articles" or "Articles of Governance" — these Articles of Governance of the National Union;
119.2 "Associate Members" — the Student Organisations in Association, the Partner Organisations in Association and the Individuals in Association as further defined in Article 16;
119.3 "Board" or "Board Trustees" — the board of Trustees as defined in Article 67;
119.4 "Chief Executive" — the Chief Executive of the National Union;
119.5 "clear days" — in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
119.6 "Committee Member(s)" — members of any of the following committees or bodies:
(a) Senate;
(b) Principal Committees of the Nations and NUSUSI;
(c) Principal Committees of the Liberation Campaigns;
(d) Principal Committees of the Student Sections;
(e) Zones;
(f) Democratic Procedures Committee;
(g) any committee established by the Board in accordance with Article 83; and
(h) any committee established by one of the bodies listed above;
119.7 "Congress" — the body referred to in Articles 31 to 39;
119.8 "Congress Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Congress;
119.9 "Constituent Member(s)" — the members of the National Union defined in Article 13;
119.10 "Decision of" — a decision by a majority of members present and voting at any meeting of the body in question, as evidenced by an entry in the appropriate minute book.
119.11 "Democratic Procedures Committee"— the committee responsible for the democracy of the National Union referred to in Articles 61 to 63;
119.12 "Democratic Procedures Committee Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Democratic Procedures Committee;
119.13 "Education Act" — the Education Act 1994;
119.14 "Honorary Members" — the persons elected to honorary membership in accordance with Article 18;
119.15 "in writing" — means written, printed or transmitted writing including by electronic communication;
119.16 "Individual Members" — the members of the National Union defined in Article 15;
119.17 "Lay Trustee" — a Trustee appointed in accordance with Article 74;
119.18 "Liberation Campaigns" — the sections of the National Union defined in Articles 49 to 52;
119.19 "Liberation Campaigns Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Liberation Campaigns;
119.20 "Members" — the members of the National Union, being the Constituent Members, the Individual Members, the Associate Members and the Honorary Members;
119.21 "National President" — the national president of the National Union as elected from time to time;
119.22 "National Office Bearers" — the officers referred to in Articles 92 to 95;
119.23 "Nations" — NUS Scotland and NUS Wales, as referred to in Articles 44 to 48;
119.24 "Nations Rules" — the rules made by the Congress pursuant to Article 96 that set out the procedures for the proceedings of the Nations;
119.25 "Nominations Committee" — the committee referred to in Articles 89 to 91;
119.26 "Nominations Committee Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Nominations Committee;
119.27 "NUS-USI" — the Nation Union of Students - Union of Students in Ireland;
119.28 "Officer Trustee" — a Trustee appointed in accordance with Article 69;
119.29 "Officer" — a National Office Bearer or any other officer elected in accordance with Article 95;
119.30 "Personal Interest(s)" — as referred to in Article 97 shall mean a financial interest or an interest that does not arise in the ordinary course of being a Member;
119.31 "Politically Autonomous" — bodies within the governance of NUS which are free to democratically determine their own views in relation to the interests of their section or group and have support from NUS (subject to the Board's powers under Article 66) in implementing activity in pursuit of such policy;
119.32 "Political Leadership" — those officers who from time to time have been elected as leaders of the organisation and who speak for Students and Students' Unions on matters in relation to the objects;
119.33 "Rules" — the rules made by Congress setting out the working practices of the National Union made from time to time in accordance with Article 96;
119.34 "Senate"— the body referred to in Articles 40 to 43;
119.35 "Senate Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Senate;
119.36 "Sovereign Policy Making Body" — the body with the highest authority (subject to the Board's powers under Article 66) in relation to the democratic determination of policy statements which describe what is in the best interests of Students and Students' Unions;
119.37 "Student Sections" — the sections of the National Union defined in Articles 53 to 56;
119.38 "Student Sections Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Student Sections;
119.39 "Student Trustee" — a Trustee elected in accordance with Article 71 who is a Student;
119.40 "Student(s)" — any individual(s) who is an ordinary member of a Constituent Member;
119.41 "Students' Unions" — those associations and representative bodies defined as "Students' Unions" under section 17 of the Education Act 1994;
119.42 "Two-thirds majority" — twice as many votes recorded as cast in the required direction than recorded as cast opposite them.
119.43 "Trustee" and "Trustees" — the Officer Trustees, the Student Trustees and the Lay Trustees;
119.44 "Zones" — the sections of the National Union defined in Articles 57 to 60; and
119.45 "Zones Rules" — the rules made by Congress pursuant to Article 96 that set out the procedures for the proceedings of the Zones.
120. Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine and vice versa.
121. Any reference to a statute, statutory provision or subordinate legislation ("legislation") shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation.
122. A rule or any part of one may be suspended without notice by a two-thirds majority of a meeting of Congress, provided that the suspension is not for the purpose of making a statement. A motion to suspend shall specify the business for which suspension is desired. The rule shall regain effect at the close of such business without further decision by Congress. No suspension of any part of the rules affecting elections or amendments to these shall have retrospective effect.
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