Base file: C:\UK-TUG\Constitution\draft 2 (circulated)\draft_2.tex

Compared file: C:\UK-TUG\Constitution\draft 3\draft_3.tex

 
13: \textbf{\large{Replacement Constitution, Draft 23.0}}

70: \item buying goods or services from UK-TUG upon the same terms as other members

72: \item receiving a benefit from UK-TUG in the capacity of a beneficiary of
73:   UK-TUG, provided that the Committee members comply with the provisions of sub
74:   clause (6) of this clause, or as a member of UK-TUG\item \footnote{Thiss paragraph has been split in two, for the sake of clarity.} receive a benefit from UK-TUG as a member, and upon the same terms as

74: \item receive a benefit from UK-TUG in the capacity of a beneficiary of
75:   UK-TUG, provided that the Committee member complies with the provisions of sub
76:   clause (7)\footnote{This reference was previously to sub-clause~(6); the intention of the reference is to ensure that conflicts of interest are avoided.} of this clause;

79:   Committee member or other officer Officer in respect of any negligence, default, breach

86:   Committee member or other oOfficer;

88:   or other oOfficer knew or ought to have known was not in the best interests of

95: \item \footnote{This subclause has been removed after remarks from members during the consultation. It stated: `A Committee member may: (a) sell goods, services or any interest in land to UK-TUG; (b) be employed by or receive any remuneration from UK-TUG; (c) receive any other financial benefit from UK-TUG, if: (a) he or she is not prevented from so doing by sub-clause (4) of this clause; and (b) the benefit is permitted by sub-clause (3) of this clause; or (c) the benefit is authorised by the Committee in accordance with the
96: \begin{enumerate}
97: \item sell goods, services or any interest in land to UK-TUG;
98: \item be employed by or receive any remuneration from UK-TUG;
99: \item receive any other financial benefit from UK-TUG, 
100:    \end{enumerate}
101:    if:
102:    \begin{enumerate}
103:    \item he or she is not prevented from so doing by sub-clause (4) of this clause; and
104:    \item the benefit is permitted by sub-clause (3) of this clause; or
105:    \item the benefit is authorised by the Committee in accordance with the
106:      conditions in sub-clause (6) of this clause.
107:    \end{enumerate}
108:    \item
109:    \begin{enumerate}
110:    \item If it is proposed that a Committee member should receive a benefit from
111:      the UK-TUG that is not already permitted under sub-clause (3) of this clause,
112:      he or she must:
113:    \begin{enumerate}
114:    \item declare his or her interest in the proposal;
115:    \item be absent from that part of any meeting at which the proposal is discussed
116:      and take no part in any discussion of it;
117:    \item not be counted in determining whether the meeting is quorate;
118:    \item not vote on the proposal.
119:    \end{enumerate}
120:    \item In cases covered by sub-clause (5) of this clause, those Committee members
97: conditions in sub-clause (6) of this clause.}
98: \item \footnote{This subclause has been removed after remarks from members during the consultation. It stated: (a) If it is proposed that a Committee member should receive a benefit from  the UK-TUG that is not already permitted under sub-clause (3) of this clause,
99: he or she must: (i) declare his or her interest in the proposal; (ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;
100:    (iii) not be counted in determining whether the meeting is quorate; (iv) not vote on the proposal. (b) In cases covered by sub-clause (5) of this clause, those Committee members

129:    \item(c) The Committee may only authorise a transaction falling within paragraphs

132:    \item(d) If the Committee fails to follow this procedure, the resolution to confer

135:      UK-TUG.}
136:    \end{enumerate}

138:      the Committee or of any subcommittee\footnote{Added.} in which it is possible that a conflict will arise between his

182:    \item If bye-laws have been adopted to permit and regulate voting at general meetings electronically or by post then, for the purposes of sub-clauses 1(d) and 2 of this clause, any votes validly cast under those bye-laws shall be deemed to have been cast by a member present and voting at the relevant general meeting.\footnote{This sub-clause has been added to specifically permit remote voting at general meetings when the appropriate rules have been formulated.}

225:    \item The Committee must keep a register of names and addresses of the members.
226:      ~\footnote{The Data Protection Act 1998 restricts the disclosure of personal data, and so the words ``which must be made available to any member upon request.~\footnote{The''
227:        committee has concerns about this clause and the Data Protection Act
228:        implications. This is currently being researched.}
229:        have been deleted.}

302:    \item ( )ten\footnote{The model constitution leaves this number to be chosen
303:        according to circumstances; at our present level of membership this provision would be over-ruled by the `one-tenth membership' provision in the next paragraph.} members entitled to vote upon the business to

330:      Chair.
331:      Chair of UK-TUG\footnote{The phrase `of UK-TUG' has been added to avoid ambiguity.}.

398:    \item A cChair,
399:    \item A sSecretary,
400:    \item A treasurer.Treasurer,

379:    and any other Officers as the Committee may by regulation determine.\footnote{This permits, e.g. the Membership Secretary to have constitutional status as an Officer.}

424:    \item The Chair of UK-TUG is toshall be elected by a ballot of all members and shall
425:      retire at the second annual general meeting following this election. The Chair shall be an ex-officio member of the Committee.\footnote{Added, to make it clear that the Chair does not have to be elected to the Committee separately.}

427:    \item The Committee shall elect from amongst its numbers the Secretary and, the
428:      Treasurer. 
429:      Treasurer and all other Officers (apart from the Chair)\footnote{Consequential amendment.}. 

431:      member. In the event of a vacancy they may appoint a Committee member to act as Chair until the next Annual General Meeting.\footnote{This replaces the superfluous ``Subject to paragraph 58(b) of this clause, they may also appoint
432:      Committee members to act as officers.Officers.'' and instead refers to the only situation which can arise.}   

437:    \item \footnote{This has been modified as formerly it referred to officers elected at AGMs (although this does not happen) and made no reference to the election of Chair at all.} No-one may be elected a Committee member or an Officer at any annual
438:      general meeting , or as Chair by ballot, unless prior to the meeting or the ballot UK-TUG is given a notice that:

440:      \item is signed by a member entitled to vote at the meeting or in the ballot;

442:        Committee member or as an officerChair;

453:      person has already been elected or appointed to that oOffice and has not
454:      vacated the oOffice.

468:      \item to buy, take on lease or in exchange, hire or otherwise acquire any
469:        property and to maintain and equip it for use;
470:      \item to sell, lease or otherwise dispose of all or any part of the property
471:        belonging to UK-TUG.\footnote{The second part of sub-clause (c) `` In
472:          exercising this power, the Committee must comply as appropriate with
473:          sections 36 and 37 of the Charities Act 1993;''\item \footnote{This paragraph refers to property, and has been deleted.}
474:      \item to borrow money and to charge the whole or any part of the property
475:        belonging to UK-TUG as security for repayment of the money
476:        borrowed.\footnote{The second part of sub-clause (d) `` The Committee
477:          members must comply as appropriate with sections 38 and 39 of the
478:          Charities Act 1993 if they intend to mortgage land;'' has been deleted.}
479:      \item \footnote{This paragraph refers to property, and has been deleted.}
480:      \item \footnote{This paragraph refers to property, and has been deleted.}

514:    \item \footnote{The subclause ``would be disqualified from acting as a trustee of a charitable association

516:      re-enactment or modification of that provision);~\footnote{The committee is'' has been deleted.}
517:        undecided as to whether this clause should be retained.}

533:      the provisions of this constitution. In particular, the Committee may make regulations to permit the conduct of business by electronic means. In this clause the term `meeting' shall be deemed to include any electronic meeting carried out under such regulations.\footnote{This sub-clause has been extended to make explicit reference to electronic committee meetings.}

535:    \item The sSecretary must call a meeting of the Committee if requested to do so

541:      present at the time the decision is purported to be made. In the case of an electronic meeting, any Committee member casting a vote or registering an abstention shall (subject to sub-clause~8 of this clause) be counted in the quorum.\footnote{This sub-clause has been extended to make explicit reference to electronic voting.}

552:    \item The person elected as the Chair of UK-TUG\footnote{The phrase `of UK-TUG' has been added to avoid ambiguity.} shall chair meetings of the Committee.

559:    \item \footnote{This sub-clause, whose purpose baffled the present committee, has been deleted. It read: ``A resolution in writing signed by all the Committee members entitled to
560:      receive notice of a meeting of the Committee or of a subcommittee\footnote{The of Committee members and to vote upon the resolution
561:        model constitution refers to the Trustees and to a committee of Trustees; to
562:        avoid confusion I have replaced ```committee of Trustees'' by
563:        ``subcommittee''.} of Committee members and to vote upon the resolution

566:      convened and held.''}
567:    \item \footnote{This subclause is a consequence of the preceding one and has also been deleted. It read ``The resolution in writing may comprise several documents containing the

569:      members.}

637:    \item the names of the Committee members present at the meeting (or, in the case of an electronic meeting, the names of the Committee members casting votes or registering abstentions on resulutions)\footnote{This sub-clause has been extended to take account of the fact `presence' at an electronic meeting has a different meaning};

738:    \subsection*{27 Repair and insurance}\\footnote{The Committee is unsure if thisThis clause has been removed after remarks from members during the consultation. It stated: 
739:      section should remain.}
740:    

744:    insure suitably in respect of public liability and employer's liability.}}

761:      \item by giving it using electronic communications to the member's electronic\footnote{The electronic address is now mentioned explicitly here.} address.

763:    \item A member who does not register an address or an electronic address\footnote{An explicit mention of an electronic address is now made here.} with UK-TUG or who registers

796:      \item \footnote{This paragraph refers to property, and has been deleted. It read ``the setting aside of the whole or any part or parts of UK-TUG's premises
797:        at any particular time or times or for any particular purpose or purposes;''}

799:        far as such procedure is not regulated by this constitution; and, in particular, provision for electronic and postal voting at general meetings, and for electronic meetings of the Committee;\footnote{This paragraph has been extended to gove explicit authorization for electronic and postal voting at general meetings, and for electronic committee meetings.}