An introduction to OUSU’s
governance and constitution
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An introduction to OUSU’s governance
and constitution
Summary of contents:
• OUSU’s mission, vision and values,
• an introduction to OUSU’s governance,
• the interrelationship of key players in governance, and
• a brief commentary on OUSU’s Articles of Association.1
OUSU’s mission, vision and values
Our mission and purpose is to represent, support and enhance the lives of Oxford students.
Our vision is an Oxford where students are genuine partners in shaping their Oxford experience.
We are
• Professional - We strive for excellence in everything we do. We will be honest, transparent and
responsible in our work.
• Dynamic - We will be open to new ideas and opportunities and be responsive to the changing
environment.
• Democratic - We are a membership organisation. We are owned by students, led by students and
accountable to students.
• Respectful - We are an inclusive organisation. We will ensure that our belief in equality and fairness
informs all our work.
We believe in
• Empowerment - We will enable students to shape their Oxford experience and develop them to be
powerful agents for change.
• Common Endeavour - We will be collective and collaborative in the pursuit of our mission and
vision.
We are devoted to the educational interests and welfare of the students of the University of Oxford, and
will seek at all times to
• ensure that the diversity of its student membership is recognised and that equal access to services
is available to all students of whatever origin or orientation;
• pursue OUSU’s aims and objectives independently of any political party or religious group; and
• pursue equal opportunities by taking positive action within the law to facilitate participation of
groups discriminated against by society.
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This introduction has been written with the aim of helping readers to understand OUSU’s Articles and other governance.
It does not form part of the Articles which is the only authoritative text.
An introduction to OUSU’s governance and constitution
OUSU’s governance
Context
1. OUSU is a students’ union within the meaning of Part II of the Education Act 1994. It is both a
registered charity and a company limited by guarantee. Since 2010, when OUSU became a charitable
company, the powers, duties and responsibilities of the Trustee Board have depended on the general
law and the constitutional authority of OUSU’s student membership.2 The powers, duties and
responsibilities of OUSU’s Council also depend on the constitutional authority of OUSU’s student
membership.3
2. Within the framework of company and charity law, one of the purposes of OUSU’s constitution (and
especially its Articles) is to articulate the relationship between the Trustee Board, OUSU’s Council
and the student membership. The Articles recognise the responsibility of the Trustee Board to direct
OUSU’s affairs in accordance with the law, and in a professional manner. The democratic principles
of a student-led union underpin the right of OUSU’s student members in the Articles to elect and
dismiss each of the Trustees. And, in discharging its responsibility, the Trustee Board gives the utmost
consideration to the views of student members
3. The University of Oxford has a statutory duty under the 1994 Act to take such steps as are reasonably
practicable to secure that OUSU operates in a fair and democratic manner and is accountable for its
finances. OUSU, therefore, works alongside the University to ensure that the statutory requirements
are satisfied, and that the educational and welfare needs of its members are met.
4. The three tiers of OUSU’s constitution (Articles, Bye-Laws and Regulations)4 are principally concerned
with securing democratic governance and providing sufficient authority for the work that OUSU does
and the decisions it takes. This means that not everything about how OUSU functions is covered. Some matters are dealt with in UK law,5 University law,6 and contracts.7 Even then, not everything is
likely to be covered.
Articles of Association
5. OUSU’s principal governing document is its Articles of 14 July 2010, as amended in 2015. The Articles
are a careful mix of provisions at a high level and entrenched detail.8 Amending the Articles is a lengthy
and detailed procedure, involving many people. This is appropriate for such an important document.
6. As with most constitutions, the Articles do not set out all the provisions necessary for running OUSU,
and deliberately so. Applying the democratic principles of a student-led union, provisions in the
Articles are the minimum necessary for good governance. The Articles include generous provision
enabling OUSU’s Council to make Bye-Laws, Regulations and other governance to set out the detail. To fill in the gaps, and provide more detail, Bye-Laws are required on certain subjects.9 But OUSU’s
Council also has a general power to make Bye-Laws on ‘matters relating to OUSU’s governance and
administration’.10 It is more straightforward to make and amend Bye-Laws, and this will happen as and
when the need arises. 2
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Board members are both company directors and charity trustees.
The Board comprises up to 11 students and up to 4 non-students. Council’s membership (at September 2015) is the 6
sabbatical and 21 executive officers, 8 divisional board representatives, and representatives from colleges and campaigns. All are elected by the student membership, either directly or indirectly.
See paragraph 7.
For example, charity, company, education or employment law.
Specifically, University Statutes and Codes of Practice.
For example, the Operating Agreement between the University and OUSU.
An example of the former is OUSU’s Objects (Article 3), and of the latter Removal of Trustees by motion of no confidence
(Articles 20 and 21).
For example, the detail of holding elections (Articles 14.1, 15.1 and 16.1),
Article 11.1.
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Bye-Laws and Regulations
7. OUSU’s constitution has three tiers: at the top are the Articles, Bye-Laws form the second tier, and
Regulations the third. Bye-Laws are a combination of those OUSU must have11 and those OUSU’s
Council, in consultation with key players, decides it is useful to have. There are limits to this second
type of Bye-Law:
• no Bye-Law can ever contradict or go beyond what the Articles say (particularly Article 3),12 and
• a Bye-Law must come within the broad phrase ‘matters relating to OUSU’s governance and
administration’. In the same way, at the next governance tier down, Regulations are a combination of those OUSU
must have, and those it is useful to have.13
11 An example is Article 12.4 which states: ‘Bye-Laws must provide for the extent to which the result of a Referendum is
binding’.
12 See paragraph 17.
13 Similarly, no Regulation can ever contradict or go beyond the scope of the Bye-Laws or the Articles. Both Bye-Laws and
Regulations are also subject to the general law, for example charities and company legislation or the Education Act 1994. 4
An introduction to OUSU’s governance and constitution
Key Players
OUSU’s student membership
OUSU Council
Council’s Executive
The Trustee Board
The University
8. This section gives an overview of the relationship between key players, and their roles and
responsibilities in relation to OUSU’s governance. As will be seen, the six full-time Sabbatical Trustees
are the key to effective relationships between the different players in OUSU’s governance.
9. The democratic principles of a student-led union mean that its student membership holds a crucial role
in deciding who will run OUSU (directly electing most trustees), holding the Trustee Board to account,
and - where appropriate - dismissing trustees. The student membership also has the right to petition
for a referendum on virtually any issue. And it plays an important part in deciding what official OUSU
policy should be.
10. OUSU’s Council is, in many respects, its parliament, with the student membership directly electing
nearly all Council members.14 Council represents the voice of students, makes Bye-Laws and
Regulations, and scrutinises the Executive. It is also responsible for official OUSU policy. 11. Making Bye-Laws involves OUSU’s Council, the Trustee Board and the University. Council debates
proposals to make or amend Bye-Laws and agrees the final text, so it is the principal player. However,
the Trustee Board must approve the Bye-Laws before they can take effect. This calls for a dialogue
between Council and the Board throughout the process. 12. Membership of OUSU Council’s Executive comprises the full-time Sabbatical Trustees and the parttime Executive Officers. Individually each member has their own remit (or job description) from
Council; collectively, the Executive’s main responsibilities are to represent and campaign in the
interests of students, and implement official OUSU policy. An effective channel of communication is
maintained between Council and the Trustee Board as Sabbatical Trustees are both members of the
Executive and the Board.
13. In charity law, trustees have ultimate responsibility for directing a charity’s affairs, and for ensuring
that it is solvent, well-run, and delivering the organisation’s charitable outcomes. In directing OUSU’s
affairs, its Articles expect the Board to ensure that resources, structures and activities are arranged to
deliver official OUSU policy.15 Through the Sabbatical Trustees, OUSU’s Trustee Board works in close
partnership with OUSU’s Council and the University to ensure that both its legal responsibilities and the
student membership’s expectations are met.
14. As noted, the 1994 Act requires the University to ensure that OUSU operates in a fair and democratic
manner and is accountable for its finances. The main forum for monitoring this is the Joint
Subcommittee of the Education Committee with Student Members. Six student members sit on the
committee, including three Sabbatical Trustees. In view of its obligations under the 1994 Act, the
University is also involved in the process for making some Bye-Laws and Regulations.16
14 Members of the Executive are directly elected in OUSU’s main elections, JCR / MCR / GCR etc representatives are elected
in Colleges, and elections for divisional board representatives are arranged by Council.
15 For OUSU, its charitable outcomes are its Objects set out in Article 3. Principally, this means promoting the interests and
welfare of students and representing, supporting and advising students: see also Article 23.
16 The University must approve Bye-Laws which relate to elections, and also Election Regulations.
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Commentary
15. The amended Articles have been arranged so that the topics which are of most relevance to the student
membership are at the beginning. There are also important Articles at the end (for example, the rules
about payments to Trustees in Article 44), but they are arguably of less relevance.17 16. As OUSU is a registered company, there are many provisions in companies legislation which are of the
same nature as many of the Articles but which set out more detail. These also apply to members and
directors. Good examples are sections of the Companies Act 2006 which provide for General Meetings.18 Articles 1 to 5
17. Article 3 is one of the most important provisions in OUSU’s governance. It sets out OUSU’s purpose
and comprises what charity law calls Objects. While the scope of the Objects is wide, it is one of the
fundamental provisions of charity law that OUSU may not lawfully do anything which does not fall within
the scope of its Objects.
18. Article 4 (Powers) sets out a non-exhaustive list of the powers available to OUSU to achieve its purpose. For example, Article 4.1(q) gives OUSU the power ‘to sell, manage, lease, mortgage, exchange, dispose
of or deal with’ its property. This is a recognised legal phrase where ‘deal with’ is included to ensure that
everything is covered by the power.
Articles 6 to 8
19. As noted above, the 1994 Act places responsibility for OUSU on the University. This is expressed in two
ways in the Articles. Under Articles 6.1 and 6.3, the University is a member of OUSU, but may only vote
on changes to the Articles. Secondly, Article 38.1 sets out a number of Board responsibilities towards the
University.
20. Article 6.5 makes membership personal to the Student Member in question. Membership cannot be
transferred from a Student Member to another person.
21. Article 7 sets out the ways in which OUSU membership may be suspended or brought to an end. OUSU’s original Articles of 2010 set out the grounds for removing membership from Student Members,
namely that continued membership is harmful, or likely to become harmful, to OUSU’s interests. Under
the amended provisions, these grounds are to be set out in the Bye-Laws.
Articles 9 to 12
22. OUSU continues to have a Council, and Article 9.1 sets out its purpose. One of OUSU Council’s
governance responsibilities is to make Bye-Laws and Regulations: Article 11.1. Council’s membership,
and more detail about what it does and how it functions, are to be found in the Bye-Laws.
23. Article 10.1 introduces OUSU Council’s Executive and sets out its purpose. It is the successor to the
Executive Committee established by the Board under OUSU’s original Articles of 2010. Moving the
Executive closer to Council more accurately reflects the current relationship. Bye-Laws will provide that
part-time executive officers will join the Sabbatical Trustees to make up the Executive’s membership.19 24. Referenda may be called on any issue except amending the Articles. There are four ways of calling a
Referendum: Trustee Board resolution, Council vote, a request from College representatives, and student
petition. There are additional provisions for calling a Referendum on the question of OUSU’s continued
affiliation to the NUS and certain other organisations. Referenda must be held by means of a secret
ballot, and Bye-Laws and Regulations set out the detailed procedure.20 This will include the option of an
advisory Referendum to replace indicative polls.
17 A reader will need to refer to Article 53.1 to find the definition of a word of phrase with initial capital letters.
18 It is for this reason that the section on General Meetings (Articles 47 to 52) can be kept short. General Meetings are meetings
attended by the full student membership.
19 Article 17.1 recognises executive officers as part of OUSU’s governance.
20 See the definition of Referendum in Article 53.1.
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An introduction to OUSU’s governance and constitution
Articles 13 to 22
25. The Trustee Board has an obligation to ensure that OUSU operates in a fair and democratic manner, and
that elections are fairly and properly conducted.21 In addition, the 1994 Act sets out certain conditions
for holding office. Articles 13 to 18 are, therefore, quite detailed in providing for the election of OUSU’s
Trustees. 26. OUSU’s original Articles of 2010 worked on the basis that the student membership elected Sabbatical
Officers, and, so long as there were no more than 6, they all automatically became Sabbatical Trustees. The 2015 amendments have simplified the arrangements so that the student membership now directly
elects Sabbatical Trustees who hold office for one year only.22 27. OUSU agrees with the University which Sabbatical Trustees, elected by all students, hold major union
office under the 1994 Act, and will keep that under review.23
28. Article 17 introduces a new type of officer – a non-trustee sabbatical officer. There are no current plans
to expand the sabbatical team beyond the 6 Sabbatical Trustees, but this new power enables that to
happen if OUSU reaches agreement with the University. Article 17 also recognises, for the first time, that
OUSU has part-time executive officers and directs readers to the Bye-Laws to find out who they are,
how they are elected, and so on. 29. Article 19 sets out the more usual ways that a Trustee ceases to hold office, for example by resigning. Article 20 is concerned with the removal of any Trustee who has lost the confidence of the student
membership.24 Article 21 gives a Trustee the right to respond before a decision is made.
Articles 23 to 37
30. Article 23 is an important provision and sets out the main responsibilities and powers of the Trustee
Board. Article 23.4 articulates the balance that needs to be struck between the Trustees’ legal duties
and the student membership’s policy wishes.
31. Article 26 requires OUSU to have a Chief Executive Officer, appointed by the Board, who is responsible
for OUSU’s day-to-day management. 32. Articles 27 to 35 set out how the Board takes decisions, and how to deal with conflicts of interest.
33. Trustees are entitled to be indemnified (protected or compensated) in certain circumstances under the
general law and Article 37 extends that entitlement. This indemnity requires OUSU to compensate
trustees for financial losses resulting from certain actions in which they are involved.
Article 38
34. This Article brings together various obligations which the Trustee Board has to the University and to
students. Many of these are directed at supporting the University as it fulfils its obligations under the
1994 Act. They were in various places in OUSU’s original Articles of 2010.
Articles 39 to 53
35. These Articles are grouped under the heading ‘Administrative Arrangements and General Provisions’. The most important is Article 44 which restricts payments to the student membership and to Trustees. Articles 47 to 52 cover General Meetings.25
36. Article 53 includes a table of definitions. 21
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See Article 38.1(1)(a)(c).
Student Trustees hold office for one or two years (if re-elected). External Trustees hold office for up to four years, and are
eligible for re-election for a second term.
Section 22(2)(d) requires those appointed to major union office to be elected by all student members.
A Sabbatical Trustee will have lost the confidence of Council plus the student membership, a Student Trustee of Council,
and an External Trustee of Council or the Board.
See paragraph 16 above.
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