Procedures for Meetings
- The Board of Governors shall elect a Chair and a Deputy Chair from among their number and shall determine their period of office. A member of the Board of Governors who is employed at or a student of the University is not eligible for appointment as Chair or Deputy Chair (or to chair a meeting). In the absence of the Chair at any meeting the Deputy Chair shall chair the meeting (and if both are absent the members present shall choose one of their number, being eligible, to chair the meeting).
- Subject to the provisions of the Instrument and these Articles, the Board of Governors may regulate their proceedings as they think fit. The Secretary at the request of the Chair or at the written request of not less than five members shall call a meeting of the Board of Governors. Questions arising at a meeting shall be decided by a majority of votes. In the case of equality of votes, the person who chairs the meeting shall have a second or casting vote.
- The quorum for the transaction of business at meetings of the Board of Governors shall be such number as is nearest to but not greater than one third of the members for the time being, plus one member, and not less than half of the members present shall be independent members. A member who withdraws under Article 7.7(a), 7.8 or 7.9 shall be deemed to be present for the purposes of this Article. If less than half the members present at any time are independent members but the meeting is otherwise quorate, a decision may, with the consent of a majority of the independent members present, be deferred to the next meeting, which, if otherwise quorate, may make that decision notwithstanding that less than half the members present are independent members. No decision shall be deferred more than once under this provision.
- Members of the Board of Governors shall at all times exercise independent judgement when making decisions affecting the Corporation and/or the University and shall not accept nor be bound by any purported mandates from bodies or persons by whom they were nominated but this shall not prevent any member or members representing to the Board of Governors the views of or representations made by any body, group or individual having an interest in the affairs of the Corporation and/or the University.
- Members of the Board of Governors shall not be bound in their speaking and voting by mandates given to them by other bodies or persons.
- (a) The proceedings of the Board of Governors shall not be invalidated by any vacancy in their number or by any defect in the election, appointment (or qualification) of any member.
(b) The Board of Governors shall hold a meeting at least once in relation to every academic term.
(c) The Minutes of the proceedings of the Board of Governors shall be kept by the Clerk in a book provided for the purpose which shall be available for inspection by any member at any time. The Minutes of the proceedings shall be signed at the next meeting of the Board of Governors by the person who chairs that meeting.
(d) A summons to attend any meeting of the Board of Governors, specifying the business proposed to be transacted thereat, shall be left at or sent to the usual place of residence of each member or to such other address as a member may specify, five clear days at least before a meeting of the Board of Governors, provided that accidental want of service shall not affect the validity of a meeting.
(e) Any resolution of the Board of Governors may be rescinded or varied at a subsequent meeting if at least seven clear days notice of the proposal to rescind or vary the same has been given to all members of the Board of Governors, provided that no such rescission or variation shall affect the validity of any act prior to the date of rescission or variation which would have been valid if that rescission or variation had not been made.
- Pecuniary, Family or Other Personal Interest
(a) If any member of the Board of Governors or of any committee has any pecuniary, family or other personal interest, direct or indirect, in any contract or proposed contract or other matter and is present at the meeting of the Board of Governors or the committee at which the proposed contract or other matter is the subject of consideration, that member shall be subject to the following practice. Before the consideration of such proposed contract or other matter, or as soon as practicable after commencement thereof, the member shall disclose the fact and shall not take part in the consideration or discussion of or vote on any question with respect to the contract or other matter and shall withdraw if so requested by the person who chairs the meeting.
(b) Notwithstanding the provisions of Article 7.7(a), a member shall not be under the disability therein set out if the subject of consideration is either:
(i) one of general policy and does not refer specifically to the detailed application of any general policy to a contract or proposed contract or other matter in which that member is so interested; or
(ii) a proposal for the University to obtain or maintain insurance for members of the Board of Governors against liabilities incurred by them arising out of their office.
- Staff and Student Governors or members of committees shall, if appropriate, withdraw from meetings where any matter relating to a named member of staff or student, or prospective member of staff or student, is being considered.
- The Principal shall withdraw from any meeting or part thereof where the position of the Principal is being considered.
- Access to papers
Papers of the Board of Governors and of committees shall be available for inspection by students and staff of the University under the conditions of this Article. The following should be available for such inspection:
(2) draft Minutes, if they have been approved by the person who chaired the meeting;
(3) signed Minutes; and
(4) reports or papers considered at meetings.
Except that there may be excluded from the documents disclosed any material which relates to named members of staff or students, or prospective members of staff or students, or to matters which the Board of Governors or any committee thereof as appropriate are satisfied should be dealt with on a confidential basis.
Members shall not be entitled to appoint proxies to attend or vote instead of them at meetings of the Board of Governors or of any committee.
(a) The Corporation will be the appointing authority for appointments of members of the Corporation subsequent to the initial appointments, except where the independent members of the Corporation are the appointing authority for independent members under the provision of paragraph 7 of Schedule 7A to the Act. In either case, the period of notice for meetings to consider the appointment of members of the Corporation shall be 10 working days.
(b) The Corporation shall determine the periods of office of the members of the Board of Governors.
(c) The quorum for a meeting of the independent members to appoint an independent member or to approve the appointment by the Board of Governors of an independent member shall be such number as is nearest to but not greater than one half of the independent members for the time being, plus 1 independent member. Save as otherwise expressly provided in the Articles, the proceedings of a meeting of the independent members shall be governed by the provisions of these Articles regulating the proceedings of the Board of Governors so far as they are capable of being applied.
(d) Initial nominee members shall be appointed by the Board of Governors in accordance with election procedures approved by the Board of Governors.
(e) Additional nominee members shall be appointed by the Board of Governors in accordance with procedures to be laid down in bye-laws made by the Board of Governors.
(f) The appointment of a member over the age of 70 must be approved by a vote representing an absolute majority of the members of the appointing authority (whether taking part in the vote or not).